<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 (S)240.14a-11(c) or (S)240.14a-12
JG INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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)(2) or Item 22(a)(2).
[_] $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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<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------
JG INDUSTRIES, INC.
5630 WEST BELMONT
CHICAGO, ILLINOIS 60634
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
principal office of the Company, 5630 West Belmont, Chicago, Illinois on
Tuesday, July 28, 1998 at 10:00 a.m., for the following purposes:
Proposal 1: To elect seven persons to the Board of Directors;
Proposal 2: To approve the 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 June 19, 1998 will be entitled to notice of and to vote at the
meeting or any adjournment thereof. A list of shareholders entitled to vote at
the Annual Meeting will be available for inspection by any shareholder for any
purpose germane to the meeting during ordinary business hours from July 20
through July 28 at the offices of the Company.
Accompanying this notice is a proxy statement, a form of proxy and a copy of
our annual report on Form 10-K, as filed with the Securities and Exchange
Commission.
By order of the Board of Directors.
Evelyn P. Egan
Secretary
July 8, 1998
<PAGE>
JG INDUSTRIES, INC.
5630 WEST BELMONT
CHICAGO, ILLINOIS 60634
----------------
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 principal office of the Company, 5630 West
Belmont, Chicago, Illinois on Tuesday, July 28, 1998 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
it 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 July 8,
1998.
VOTING AT THE MEETING
The Board of Directors has fixed June 19, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. The Corporation has two classes of capital stock outstanding: common
stock, no par value (the "Common Stock"), and Series B convertible preferred
stock, no par value (the "Series B Preferred Stock"). Pursuant to the
Statement of Resolution Establishing Series setting forth the voting rights of
the Series B Preferred Stock, the holders of such stock have the right to vote
with the holders of the Common Stock on each matter submitted to a vote of the
Company's shareholders as a single class. Each share of Series B Preferred
Stock shall have the number of votes as specified in the succeeding paragraph.
As of June 19, 1998, there were 1,060,670 shares of the Company's Common
Stock outstanding and 1,500 shares of the Company's Series B Preferred 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
holders of Series B Preferred Stock are entitled to vote with the holders of
Common Stock on any question voted on at the meeting, with each share of
Series B Preferred Stock having the number of votes equal to the number of
shares of Common Stock into which one share of Series B Preferred Stock may be
converted. Currently, each share of Series B Preferred Stock is entitled to
444.44 votes. 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 of Common Stock (on an as-converted
basis) 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 of Common
Stock (on an as-converted basis) shall equal, or to distribute them on the
same principle among as many candidates as such shareholder shall desire.
Discretionary authority for the proxy holders to cumulatively vote shares
represented by the proxies is being solicited.
The presence in person or by proxy of the holders of a majority of the
Company's outstanding shares of Common Stock (on an as-converted basis) 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
<PAGE>
affirmative vote of a majority of the shares of Common Stock (on an as-
converted basis), voting together as a single class, represented at the
meeting in person or by proxy will be necessary for the taking of all actions
at the meeting, other than for the election of directors, in which the seven
directors receiving the most votes under the cumulative voting process
described above shall be elected to the Board of Directors of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information, as of June 19, 1998
regarding the beneficial ownership of the Company's Common Stock (on an as-
converted basis) 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 (on an as-converted basis), (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 4, and (iv) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED OF CLASS
------------------------ ------------ -----------
<S> <C> <C>
Sheldon Collen(1)......................... 5,333(6) **
Sheldon Harris(1)......................... 301,156(5)(6)(7) 15.9
Lionel Goldblatt(1)(2).................... 60,829(3) 3.2
William Hellman(1)(2)..................... 357,920(4)(7) 18.9
Philip Rootberg(1)(2)..................... 251,461(5)(6)(7) 13.2
Wallace W. Schroeder(1)................... 5,333(6) **
Clarence Farrar(1)(2)..................... 15,575(8) **
------- ----
All directors, nominees and executive
officers as a group (seven persons)...... 997,607(9) 52.5
======= ====
</TABLE>
- --------
(1) Director. Mr. Harris and Mr. Goldblatt are brothers-in-law.
(2) Executive Officer.
(3) Includes 8,333 shares issuable upon exercise of currently exercisable
employee stock options.
(4) Includes 66,667 shares issuable upon exercise of currently exercisable
employee stock options.
(5) With respect to Mr. Harris, includes (i) 25,780 shares of Common Stock
held by Mr. Harris and (ii) 48,154 shares held in trust for the benefit of
members of Mr. Harris' family, for which Mr. Harris disclaims beneficial
ownership. With respect to Mr. Rootberg, includes (i) 18,739 shares of
Common Stock owned by Mr. Rootberg and (ii) 5,500 shares representing Mr.
Rootberg's proportionate holdings from a partnership in which Mr. Rootberg
holds a 50% interest.
(6) Includes 5,000 shares issuable upon exercise of currently exercisable
employee stock options.
(7) For each of Mr. Harris, Mr. Hellman and Mr. Rootberg, the table above
includes 222,222 of the 666,666 shares of Common Stock into which the
1,500 shares of Series B Preferred Stock held pursuant to a Shareholders
Agreement dated December 13, 1996 (the "Shareholders Agreement"), for
which Messrs. Harris, Hellman and Rootberg are trustees, are convertible.
Messrs. Hellman, Rootberg and Harris each disclaims beneficial ownership
of 444,444 of the shares of Common Stock into which the shares of Series B
Preferred Stock held pursuant to the Shareholders Agreement are
convertible.
(8) Includes 10,667 shares issuable upon exercise of currently exercisable
employee stock options.
(9) Includes 105,667 shares issuable upon exercise of currently exercisable
employee stock options.
2
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid or accrued with respect to fiscal 1998, 1997 and 1996 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 1998
exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
ALL OTHER UNDERLYING
SALARY BONUS COMPENSATION OPTIONS/SARS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#)
- --------------------------- ---- -------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
William Hellman(2)............ 1998 $200,000 $ 0 $1,113
Chairman and Chief 1997 340,000 0 1,030 50,000
Executive Officer of 1996 340,000 0 724
the Company and
President of Goldblatt's
Lionel Goldblatt(3)........... 1998 $125,000 $ 0 $1,360
Vice President of the 1997 140,333 0 883
Company and Chairman 1996 143,269 0 1,048
of the Board of Goldblatt's
Clarence Farrar(4)............ 1998 $140,000 0 $2,845
President and Chief 1997 180,000 0 1,570 8,000
Operating Officer of the 1996 212,768(5) 0 1,048
Company, and Vice
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
("Employment Agreement"), providing for his employment as the President
and Chief Executive Officer of the Company and as Chairman of the
Executive Committee to serve through August 31, 1998. Pursuant to the
Employment Agreement as amended, Mr. Hellman reduced his base salary from
$340,000 to $200,000 per year. Effective February 1, 1998, the Employment
Agreement was amended to increase his base salary to $250,000 per year,
such salary payable in accordance with the Company's remuneration policy
respecting executives. 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 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 $223,000 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 did not renew his contract;
therefore, the Consulting Agreement goes into effect in August, 1998.
(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 January 31, 2000. Pursuant to the Employment
Agreement, Mr. Goldblatt has agreed to a reduction in base salary from
$140,000 to $125,000 per year. Pursuant to the Employment Agreement,
payment of base salary and other employee benefits will continue, as
payment of severance compensation, for a period of six months upon
expiration of the Employment Agreement or termination thereof prior to
expiration in certain events. Mr. Goldblatt participates in the
Goldblatt's Incentive Pool for officers.
3
<PAGE>
(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 until January 31,
2000. Pursuant to the Employment Agreement, Mr. Farrar has agreed to a
reduction in base salary from $180,000 to $140,000 per year. Pursuant to
the Employment Agreement, payment of base salary and other employment
benefits will continue, as severance compensation, for a period of six
months upon expiration of the Employment Agreement or termination thereof
prior to expiration in certain events. Mr. Farrar participates in the
Goldblatt's Incentive Pool for officers.
(5) Includes $34,500 paid to Mr. Farrar by Huffman Koos, Inc. ("HKI") in
consideration for cancellation of an option to purchase shares.
STOCK OPTION PLANS
The Company's 1983 Stock Option and Stock Appreciation Rights Plan, as
amended and restated (the "1983 Plan"), authorizes 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 9,000
shares of the Company's Common Stock (subject to adjustment as provided in the
1983 Plan). As of June 19, 1998, 7,833 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 $1.50.
As of June 19, 1998, 1,167 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, and at
the annual meeting on December 12, 1996, and at the annual meeting on June 9,
1997, authorizes the issuance of 306,666 shares of the Company's Common Stock
to salaried officers and other key employees of the Company and its
subsidiaries. As of June 19, 1998, 155,334 shares of the Company's Common
Stock were subject to outstanding options, and there were 34 participants
under the 1988 Plan. The average per share exercise price of all such options
was $1.45. As of June 19, 1998, 148,666 shares under the 1988 Plan remained
available for grants.
The following table provides certain information concerning the grant of
stock options under the Company's 1983 and 1988 Stock Option Plans during the
fiscal year ended January 31, 1998 by each of the named Directors:
OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
- ---------------------------------------------------------------------- --------------------
% OF TOTAL
OPTIONS/SARS
NUMBER OF GRANTED TO
SECURITIES EMPLOYEES EXERCISE
UNDERLYING AND OR BASE
OPTIONS/SARS DIRECTORS IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------------ ------------ -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Philip Rootberg......... 5,000 5.9 $1.50 6/09/07 $4,716.71 $11,953.07
Sheldon Collen.......... 5,000 5.9 $1.50 6/09/07 $4,716.71 $11,953.07
Wallace Schroeder....... 5,000 5.9 $1.50 6/09/07 $4,716.71 $11,953.07
Sheldon Harris.......... 5,000 5.9 $1.50 6/09/07 $4,716.71 $11,953.07
</TABLE>
- --------
(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation (5% and 10%)
of the Company's Common Stock over the term of the options. These numbers
are calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
increases. Actual gains, if any, on stock option exercises and Common
Stock holdings are dependent on the timing of such exercise and the future
performance of the Company's Common Stock. There can be no assurance that
the rates of appreciation assumed in this table can be achieved or that
the amounts reflected will be received by the individuals.
4
<PAGE>
The following table provides certain information concerning each exercise of
stock options under the Company's 1983 and 1988 Stock Option Plans during the
fiscal year ended January 31, 1998 by each of the Named Executive Officers and
the fiscal year-end value of unexercised options held by such persons under
the Company's Stock Option Plans:
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND JANUARY 31, 1998 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT FISCAL THE-MONEY OPTIONS AT
YEAR-END (#) FISCAL YEAR-END ($)(1)
------------------------- -------------------------
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE # REALIZED $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Hellman
1983 Plan............. 0 -- 0 0 -- --
1988 Plan............. 0 -- 66,667 0 $3,125 --
Lionel Goldblatt
1983 Plan............. 0 -- 5,000 0 0 --
1988 Plan............. 0 -- 3,333 0 0 --
Clarence Farrar
1983 Plan............. 0 -- 0 0 -- --
1983 Plan............. 0 -- 10,667 0 $ 500 --
</TABLE>
- --------
(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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
MESSRS. HARRIS, COLLEN AND ROOTBERG COMPRISE THE COMPENSATION COMMITTEE.
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. During fiscal 1998, the Company's Compensation Committee was composed
of Mr. Rootberg (Chairman), Mr. Harris and Mr. Collen. The Company's
Compensation Committee met once in fiscal year 1998.
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 compensation
consultant or commissioned any executive compensation 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 the 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 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 participate in a bonus pool which is equal to 5% of the
pre-tax profits of the Company. No bonuses were paid for calendar 1997.
5
<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.
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.
6
<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
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
JG Industries, Inc................. $100 $ 93.75 $125.00 $ 66.67 $ 33.33 $ 31.94
NASDAQ Stock Market................ $100 112.78 109.62 157.84 204.16 244.41
NASDAQ Retail Stocks............... $100 106.06 95.69 107.85 133.73 154.70
</TABLE>
The total return assumes that dividends were re-invested quarterly, and is
based on a $100 investment on January 30, 1993. The measurement point for each
year beginning 1994 is the end of the Company's fiscal year, which varied from
January 25 to January 31.
LOGO
7
<PAGE>
INFORMATION CONCERNING NOMINEES
FOR ELECTION AS DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The following table sets forth the name and age of each member of the Board
of Directors and nominee, the position or positions held with the Company by
each director or nominee, each director's or nominee's principal occupation or
employment, other directorships held by each director or nominee, the year in
which each such person became a director, and the number of shares of Common
Stock (on an as-converted basis) beneficially owned, directly or indirectly,
by each director or nominee or in which such director or nominee had a
beneficial interest as of June 19, 1998. Unless otherwise indicated in the
table or a footnote thereto, each director's principal occupation has been
held since at least January 1, 1992.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK APPROXIMATE
DIRECTOR BENEFICIALLY PERCENT OF
OF THE OWNED ON CLASS (IF
NAME, PRINCIPAL OCCUPATION AND OTHER COMPANY JUNE 19, MORE THAN
DIRECTORSHIPS(1) AGE SINCE 1998 1%)
- ------------------------------------ --- -------- ------------ -----------
<S> <C> <C> <C> <C>
Clarence Farrar......................... 63 1996 15,575 --
President and Chief
Operating Officer of
the Company; Vice President
of Goldblatt's
Sheldon Harris(2)(3).................... 74 1996 301,156 15.9
President of
Evanston Property
Management
Sheldon Collen.......................... 75 1993 5,333 --
Consultant and Attorney
at Law
Lionel Goldblatt........................ 69 1959 60,829 3.2
Vice President of the
Company; Chairman of
Goldblatt's since
February 1986.
William Hellman(3)...................... 77 1983 357,920 18.9
Chairman and Chief
Executive Officer of
the Company; President
of Goldblatt's since May
1993 and from February
1986 to October 1990.
Philip Rootberg(2)(3)................... 80 1983 251,461 13.2
Vice President of the
Company; Senior Partner
of Rootberg Business
Services Inc., a public
accounting firm.
Wallace W. Schroeder.................... 73 1992 5,333 --
</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.
8
<PAGE>
(2) With respect to Mr. Harris, includes (i) 25,780 shares of Common Stock
held by Mr. Harris and (ii) 48,154 shares held in trust for the benefit of
members of Mr. Harris' family, for which Mr. Harris disclaims beneficial
ownership. With respect to Mr. Rootberg, includes (i) 18,739 shares of
Common Stock owned by Mr. Rootberg and (ii) 5,500 shares representing Mr.
Rootberg's proportionate holdings from a partnership in which Mr. Rootberg
holds a 50% interest.
(3) With respect to each of Mr. Harris, Mr. Hellman and Mr. Rootberg, includes
222,222 of the 666,666 shares of Common Stock into which the 1,500 shares
of Series B Preferred Stock owned pursuant to a Shareholders Agreement
dated December 13, 1996 (the "Shareholders Agreement"), for which Messrs.
Harris, Hellman and Rootberg are trustees are convertible. Each of Messrs.
Harris, Hellman and Rootberg disclaims beneficial ownership of 444,444 of
the shares of Common Stock into which the shares of Series B Preferred
Stock owned pursuant to the Shareholders Agreement are convertible.
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 Messrs. Rootberg, Collen and
Schroeder; the members of the Executive Committee are Messrs. Hellman
(Chairman), Rootberg and Goldblatt; and the members of the Compensation
Committee are Messrs. Harris, Rootberg and Collen.
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 one time in fiscal 1998.
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 four meetings in fiscal 1998. 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.
Each director who is not an officer of the Company or its subsidiaries has
received 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.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON THE PROXY CARD)
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 30, 1999 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
approve such appointment, the Audit Committee and the Board would reconsider
the appointment.
9
<PAGE>
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
Item 2 on the Proxy Card.
FINANCIAL STATEMENTS
The Company's Annual Report on Form 10-K for fiscal 1998, including audited
financial statements, accompanies this Proxy Statement and shareholders are
urged to read such report in its entirety.
1999 ANNUAL MEETING OF SHAREHOLDERS
The 1999 Annual Meeting of Shareholders is presently scheduled to be held on
June 8, 1999. Any proposals of shareholders intended to be personally
presented at such meeting must be received by the Secretary of the Company no
later than January 18, 1999 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
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.
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 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.
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.
10
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P R O X Y
JG INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Evelyn P. Egan and Irwin S. Selin, or either of them, are hereby appointed at-
torneys and proxies of the undersigned, with the power of substitution, to at-
tend, vote and act for the undersigned at the annual meeting of shareholders of
JG Industries, Inc. (the "Company") to be held on July 28, 1998 in Chicago, Il-
linois, and at any adjournment thereof, and in connection therewith to vote and
present all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote as follows:
Election of Directors, Nominees:
Sheldon Collen, Lionel Goldblatt, William Hellman, Philip Rootberg,
Sheldon Harris, Clarence Farrar and Wallace Schroeder
(change of address/comments)
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(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE.
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SEE REVERSE
SIDE
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. FOLD AND DETACH HERE .
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<PAGE>
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Please mark your __
[X] votes as in this | | 0626
example. |____
IF THIS PROXY IS DULY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED, AND
WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED BELOW. IF NO
INSTRUCTION IS SPECIFIED THE PROXY WILL BE VOTED FOR ITEMS 1, 2 AND, IN THE
DISCRETION OF THE PROXY HOLDERS, MAY BE VOTED CUMULATIVELY FOR THE ELECTION OF
DIRECTORS.
1. Election of Directors
(see reverse)
FOR WITHHELD
[_] [_]
For, except vote withheld from the following nominee(s):
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2. To approve appointment of Coopers & Lybrand L.L.P. as auditors for the
Company.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
SIGNATURE(S) _________________________________________ DATE ____________________
NOTE: This proxy should be signed exactly as your name appears. Joint owners
should both sign. If signed by an attorney, executor, guardian of or in
some other capacity or as officer of a corporation, please add title as
such.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to such Common Stock, and hereby ratifies and confirms
all actions that said attorneys and proxies, their substitutes, or any of them,
may lawfully take by virtue hereof.
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. FOLD AND DETACH HERE .
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