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
(x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12.
AMERICAN CONSUMERS, INC.
(Name of Registrant as Specified In Its Charter)
PAUL R. COOK, EXECUTIVE VICE PRESIDENT
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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:
N/A
(2) Aggregate number of securities to which transaction
applies:
N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: _/
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
_/ Set forth the amount on which the filing fee is calculated
and state how it was determined.
( ) 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: __________________________________________
<PAGE>
AMERICAN CONSUMERS, INC.
P.O. BOX 2328
FORT 0GLETHORPE, GEORGIA 30742
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 14, 1995
TO THE SHAREHOLDERS OF
AMERICAN CONSUMERS, INC.:
The Annual Meeting of the Shareholders of American Consumers,
Inc. ("ACI" or the "Company"), will be held on Thursday, September
14, 1995, at 3:00 p.m. (E.D.T.) at ACI's General Office, 418A
Battlefield Parkway, Fort Oglethorpe, Georgia, for the following
purposes:
1) To receive reports of officers pertaining to the
operations of the Company during the fiscal year ended
June 3, 1995;
2) To elect a Board of Directors consisting of seven (7)
members;
3) To consider and act upon any other business that may
properly come before the meeting.
Only holders of record of ACI's Common Stock, $.10 par value,
at the close of business on August 11, 1995 are entitled to notice
of and to vote at the meeting or any adjournment thereof.
AMERICAN CONSUMERS, INC.
Michael A. Richardson
Chairman
Dated: August 28, 1995
PLEASE READ THE ATTACHED MATERIAL CAREFULLY, THEN COMPLETE,
DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO
THE COMPANY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR
SHARES OF COMMON STOCK WILL BE REPRESENTED AT THE MEETING. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES
IN PERSON, SHOULD YOU SO DESIRE.
<PAGE>
AMERICAN CONSUMERS, INC.
P.O. BOX 2328
FORT OGLETHORPE, GEORGIA 30742
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 14, 1995
INFORMATION ABOUT PROXY
The enclosed proxy is solicited by American Consumers, Inc.
("ACI" or the "Company"), for use at the Annual Meeting of
Shareholders to be held at ACI's General Office, 418A Battlefield
Parkway, Fort Oglethorpe, Georgia, on Thursday, September 14, 1995
and at any adjournment or adjournments thereof (the "Annual
Meeting"). The proxy agents named in the enclosed proxy have been
selected by the Board of Directors. The expense of solicitation
of proxies will be borne by ACI. The proxy and this proxy
statement are being mailed to shareholders on or about August 28,
1995.
Shares represented at the meeting by properly executed
proxies will be voted in accordance with the instructions
indicated in the proxies unless such proxies have previously been
revoked. If no instructions are indicated, such shares will be
voted (i) for the election of the Board of Directors' seven (7)
nominees for director as set forth in this proxy statement and
(ii) in the best judgment of the proxy agents, for such other
matters as properly come before the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked
at any time by the shareholder giving it, insofar as it has not
been exercised, by delivering to the Secretary of the Company a
written notice of revocation bearing a later date than the proxy,
by submission of a later-dated, properly executed proxy, or by
revoking the proxy in person and voting at the Annual Meeting.
Any shareholder who attends the Annual Meeting may personally
announce his intention to vote the shares standing in his name as
record holder and vote such shares thereby, and for purposes of
such vote, suspend any proxy (other than an irrevocable proxy)
theretofore given by him. Any written notice revoking a proxy
should be sent to American Consumers, Inc., P.O. Box 2328, Fort
Oglethorpe, Georgia 30742, Attention: Reba S. Southern, Secretary.
PROPOSALS OF SECURITY HOLDERS FOR 1996 ANNUAL MEETING
In accordance with current rules of the Securities and
Exchange Commission, any shareholder wishing to submit a proposal
for inclusion in the Company's Proxy Materials must submit the
proposal to ACI at its General Office, 418A Battlefield Parkway,
Fort Oglethorpe, Georgia 30742, at least one hundred twenty (120)
days in advance of the date corresponding with the date of the
prior year's proxy statement. To submit proposals for inclusion
in the Company's Proxy Materials for the Annual Meeting of
Shareholders in 1996, shareholder proposals must be received by
the Company not later than April 24, 1996.
RECORD DATE, VOTE REQUIRED AND RELATED MATTERS
Holders of record of ACI's Common Stock, $.10 par value (the
"Common Stock"), at the close of business on August 11, 1995, will
be entitled to notice of and to vote at the Annual Meeting. The
number of shares of outstanding Common Stock entitled to vote as
of August 11, 1995, was 927,444 shares having one vote each on all
matters properly brought before the meeting, exercisable in person
or by properly executed proxy. Cumulative voting is not
permitted.
A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum. If a quorum is
present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote shall be the vote
necessary to elect a director.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as to each
person known to ACI to be the beneficial owner of more than five
percent (5 %) of its outstanding Common Stock and the amount and
nature of such beneficial ownership by all directors and officers
of ACI as a group, as of August 11, 1995.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of of Beneficial of
Title of Class Beneficial Owner Ownership (1) (2) Class
<S> <C> <C> <C>
Common Stock ZBR, Inc. (2) 484,000 52.19%
$.10 par value P.O. Box 2328
Fort Oglethorpe, GA 30742
Common Stock Michael A. Richardson (3) 499,067 (4) (5) (6) 53.81%
$.10 par value P.O. Box 1230
LaFayette, GA 30728
Common Stock Beatrice H. Richardson (3) 488,010 (4) 52.62%
$.10 par value 89 Donna Lee Drive
Fort Oglethorpe, GA 30742
Common Stock Diana K. Richardson (3) 488,675 (4) (6) 52.69%
$.10 par value P.O. Box 1230
LaFayette, GA 30728
Common Stock All Directors & Officers 528,141 56.95%
$.10 par value as a group (9 persons)
Fort Oglethorpe, GA 30742
</TABLE>
(1) A person is deemed to be the "beneficial owner" of a security
if that person has or shares "voting power," which includes the
power to vote or direct the voting of such security, or
"investment power," which includes the power to dispose of or to
direct the disposition of such security, or if under certain
circumstances, a person has the right to acquire either voting
power or investment power over such security through the exercise
of an option. More than one person may be deemed to be a
beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he has
no personal economic interest or which he may not vote. Except as
otherwise noted, all shares included in the table are owned by the
persons specified with sole voting and sole investment power.
(2) ZBR is a closely held corporation whose officers and
directors are Michael A. Richardson, Beatrice H. Richardson, and
Diana K. Richardson. ZBR owns 484,000 shares of Common Stock.
(3) Diana K. Richardson is the wife of Michael A. Richardson.
Beatrice H. Richardson is the mother of Michael A. Richardson.
Thomas L. Richardson, a director of ACI, is the uncle of Michael
A. Richardson.
(4) This includes 484,000 shares owned by ZBR as to which (s)he
exercises shared voting and investment power. See note (2).
(5) This includes 10,612 shares held by Michael A. Richardson as
custodian for his minor children as to which he exercises sole
voting and investment power.
(6) This includes 4,455 shares jointly owned by Michael A.
Richardson and Diana K. Richardson as to which they exercise
shared voting and investment power.
2
<PAGE>
ELECTION OF DIRECTORS
Under ACI's By-Laws, not less than three (3) nor more than
twenty-five (25) directors may be elected at the Annual Meeting.
The Company's management recommends that the number of directors
which shall constitute the Board of Directors be fixed at seven
(7) for the ensuing fiscal year and that the seven (7) nominees
listed below be elected to serve for a term of one year or until
their successors have been duly elected and qualified. If any of
the nominees should become unavailable, the discretionary
authority provided in the proxy will be exercised to vote for a
substitute. The management has no reason to believe that any of
the nominees will become unavailable to serve. In any event, the
enclosed proxy cannot be voted for a greater number of persons
than the number of directors set by the shareholders.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The information set forth below, in regard to the principal
occupation or employment of each nominee during the past five (5)
years and in regard to the beneficial ownership of securities of
each nominee, has been furnished to the Company by the respective
nominees.
<TABLE>
<CAPTION>
Name and Position with ACI Age Principal Occupation or Director Since Shares Beneficially Percent of Class
Employment Owned As Of
August 11, 1995(1)
<S> <C> <C> <C> <C> <C>
Michael A. Richardson 49 Chairman of ACI effective 1973 499,067(2)(4)(5)(6) 53.81%
Chairman of the Board April 4, 1991;
President President of ACI since
Chief Executive Officer January, 1987.
Executive Committee (3)
Paul R. Cook 45 Executive Vice President/ 1991 1,375 *
Executive Vice President Treasurer since April 1991
Treasurer Secretary/Treasurer from
Executive Committee April 1987 to April 1991.
Director of Capital Bank,
Fort Oglethorpe, GA
since May 1993.
Virgil E. Bishop 56 Vice President of ACI 1987 490 *
Vice President since 1969.
Executive Committee
John P. Price 76 Retired Pharmacist since 1968 4,400 *
Audit committee April, 1986; Pharmiacist with
Price Pharmacy prior to
April, 1986.
Thomas L. Richardson 65 Chairman and Former CEO of 1970 5,837 *
Audit Committee (3) Learning Labs, Inc. (distributor
of educational equipment) since
1967 (Retired)
Jerome P. Sims, Sr. 70 Physician; 1968 16,973 *
Audit Committee Director of Bankers First
formerly Southeast Federal
Savings, Rossville, GA
Herbert S. Willbanks 75 Retired Businessman since 1985; 1976 None *
Audit Committee Owner and operator of Willbanks
Paint Center prior
to 1985.
</TABLE>
Footnote references (1-6) are explained in the "Principal Shareholders" section.
*Less than 1% of total common shares outstanding.
3
<PAGE>
DIRECTORS' FEES AND ATTENDANCE
The Board held four meetings in the fiscal year ended June
3,1995. ACI has an audit committee which recommends, for the
approval by the Board of Directors, a firm of independent
certified public accountants to serve as auditors for ACI, makes
recommendations to the Board of Directors with respect to the
scope of the annual audit, approves the services which the
auditors render to ACI (without impairing the auditors'
independence), and may undertake investigations of any matter of
a financial nature and make recommendations to the Board of
Directors with respect thereto. Present members of the committee
are John P. Price, Thomas L. Richardson, Herbert S. Willbanks and
Jerome P. Sims. This committee met once in the fiscal year ended
June 3, 1995. No director attended fewer than 75 % of the
aggregate of the total number of meetings of the Board of
Directors and the total number of meetings of any committee on
which he served.
The Board of Directors does not have either a compensation or a
nominating committee.
All of the Company's Directors are compensated for their services
as Directors at the rate of $300 per month.
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Annual Compensation
Other
Name of Individual and Capacity Annual
in which Such Individual Year Salary Bonus (1) Compensation (2)
<S> <C> <C> <C> <C>
Michael A. Richardson 1995 $79,798 $19,942 $4,718
President and 1994 76,500 25,893 4,315
Chief Executive Officer 1993 76,500 1,076 4,134
</TABLE>
(1) The Company has a policy of awarding discretionary cash
bonuses to selected officers of the Company based on the results
of operations. The amounts of such bonuses are determined by the
Board of Directors. Individuals receiving such bonuses do not
participate in the determination of the amount, if any, to be
awarded.
(2) The amount shown includes the personal use of company
vehicles which are provided to certain officers and a 15 %
discount on groceries purchased from ACI, provided to all
officers, but does not include directors' fees of $300 per month.
(3) The Company does not provide any compensation to its
executive officers pursuant to any long-term incentive plan.
(4) Other than Mr. Richardson, no executive officer of the
Company received aggregate compensation in excess of $100,000 for
the periods set forth in the table.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
Although the Company does not have a Compensation Committee,
the Company's Audit Committee performs equivalent functions,
annually reviewing compensation of the Company's executive
officers and recommending changes in such compensation to the
Board for approval. No member of the Audit Committee: (i) was an
officer or employee of the Company; (ii) was formally an officer
of the Company; or (iii) had a direct or indirect material
interest in any transaction in which the amount involved exceeded
$60,000 to which the Company is, or during the last fiscal year
was, a party. Thomas L. Richardson, a member of the audit
committee, is the uncle of Michael A. Richardson.
4
<PAGE>
REPORT OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
OF AMERICAN CONSUMERS, INC.
The Audit Committee of the Board of Directors, composed of Messrs.
John P. Price, Thomas L. Richardson, Herbert S. Willbanks and
Jerome P. Sims, in addition to discharging its primary
responsibilities as an audit committee, administers the Company's
bonus plan, annually reviews and recommends compensation for all
officers of the Company and submits its recommendations to the
Board. As part of its process of review, the Committee receives
recommendations from the Company's senior management, including
Mr. Richardson. The Committee has one regular meeting each year
immediately preceding the Company's Annual Meeting of Shareholders
to consider compensation, and meets on an as needed basis at other
times during the year. The following is a report submitted by the
Committee addressing the Company's compensation policies
applicable to Michael A. Richardson, the Company's Chief Executive
Officer, and its most highly compensated executive officers. No
other executive officer of the Company earns in excess of $100,000
in aggregate annual compensation. Accordingly, no officer other
than Michael A. Richardson is named in the preceding table.
COMPENSATION POLICIES APPLICABLE TO EXECUTIVE OFFICERS DURING
FISCAL 1995
The Company's Compensation Policies have been designed to attract
and retain experienced and highly competent individuals and to
provide adequate incentives to such individuals to contribute to
the success and implementation of the Company's business
strategies, while enhancing long-term shareholder value.
Accordingly, compensation of the Company's executive officers and
Chief Executive Officer consists of a base salary and benefits
thought to be competitive within the retail grocery business as
well as the opportunity to participate in an annual bonus
explicitly related to Company performance. It is believed that
the overall levels of compensation and benefits paid and provided
to the Company's executive officers, including the Company's Chief
Executive Officer, are competitive within the industry.
Compensation of each of the Company's senior executives consists
of two principal elements:
bullet BASE SALARY
Each executive officer is paid a base salary. The base
compensation of Michael A. Richardson was increased from $76,520
to $79,798 during the past fiscal year. The base compensation of
all other executive officers was increased approximately 3.5%
during the past fiscal year.
bullet BONUS
During 1995, the Company's executive officers were eligible to
receive a discretionary cash bonus, pursuant to the Company's
Bonus Plan ("Bonus Plan"). Under the Bonus Plan, a cash bonus may
be established as a fixed percentage of the Company's pre-tax
income for the year then ended. The size of the bonus therefore
depends on the percentage established by the Company's Audit
Committee and upon the level of net income before tax achieved by
the Company.
The bonus percentage established by the Committee was 6% of the
Company's net pretax income for the Chief Executive Officer.
Accordingly, because the Company's net income before tax was lower
this year than last, the bonuses awarded to the Company's
executive officers were lower by $5,951.
bullet CEO COMPENSATION
As indicated above, compensation of the Company's executive
officers is designed to be at a level which is competitive within
the industry. The base salary is not directly or explicitly
related to Company performance.
5
<PAGE>
A significant element of Mr. Richardson's compensation in 1995 was
the bonus to him granted under the Bonus Plan. As noted above,
the amount of such bonus to Mr. Richardson depends upon
enhancement of overall shareholder values reflected by increases
in the Company's earnings.
Mr. Richardson's bonus for 1993 was significantly lower, compared
to 1994, reflecting lower net earnings before taxes during the
period. The Committee believes that the grant of such bonuses,
disclosed in greater detail in the preceding table, serves as a
reward to Mr. Richardson for improvement of the Company's earnings
and, indirectly, enhancement of shareholder values.
COMMON STOCK PERFORMANCE
As part of the executive compensation information presented
in the Proxy Statement, the Securities and Exchange Commission
requires a five-year comparison of stock performance with a broad
market equity index and with a peer group of companies. The
Company's Common Stock is not actively traded, and accordingly,
the stock prices assumed for the presentation in the accompanying
graph are based on a small number of isolated trades.
The peer group set forth in the graph represents all publicly
traded companies appearing in the Value Line Retail Grocery Store
group and, generally, represent companies that are significantly
larger than ACI. The results of individual companies within the
peer group have been weighted based on beginning of period market
capitalization relative to the overall peer group.
(Cumulative Total Return Graph appears here; plot points are as follows)
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
American Consumers, Inc. $100 $181.82 $200.00 $200.00 $210.67 $303.36
S&P 500(R) $100 $111.79 $122.81 $137.06 $142.90 $171.75
Peer Group $100 $123.66 $108.80 $130.17 $129.72 $151.39
</TABLE>
ASSUMES INITIAL INVESTMENT OF $100
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION
6
<PAGE>
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended
June 3, 1995, including financial statements for the fiscal year
and comparable periods, including the notes thereto, accompanies
this Proxy Statement.
CERTAIN TRANSACTIONS
During the fiscal year ended June 3, 1995, the Company repaid
$20,000 of the outstanding principal balance on an unsecured note
payable to Beatrice Richardson, mother of Michael A. Richardson.
The principal balance reamaining on such note following such
repayment is $198,000 and the interest rate on the borrowing at
any given time is set at .25% less than the then-current base rate
charged the Company by its principal lender.
OTHER MATTERS
Upon recommendation of the Audit Committee (composed of
Messrs. Sims, Willbanks, Price and Thomas L. Richardson), the
Board of Directors has selected the firm of Hazlett, Lewis and
Bieter as independent certified public accountants to examine and
report upon the financial statements of the Company for the fiscal
year ending in 1996. Such selection is subject to the negotiation
of a reasonable fee for services to be rendered by the firm. A
representative of Hazlett, Lewis and Bieter is expected to be
present at the Annual Meeting to be available to respond to
appropriate questions and will have an opportunity to make a
statement if he so desires.
Reports of officers will be received by the Company's
shareholders at the Annual Meeting; such receipt will not
constitute approval of the matters referred to in such reports.
The management knows of no matters to be presented for action
at the Annual Meeting other than fixing the number of directors at
seven (7) and the election of directors for the ensuing fiscal
year. If other matters should come before the meeting, the
enclosed proxy confers upon the persons named therein
discretionary authority to vote such proxies in respect to any
such other matters in accordance with their best judgment.
Dated: August 28, 1995
7
*******************************************************************************
APPENDIX
<PAGE>
AMERICAN CONSUMERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
September 14, 1995
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Michael A. Richardson and Paul R. Cook, and each of them,
with full power to act alone in the absence of the other, are
hereby authorized to vote the shares of the undersigned in
American Consumers, Inc. ("ACI" or the "Company") at its Annual
Meeting of Shareholders to be held Thursday, September 14, 1995,
or at any adjournment or adjournments thereof (the "Annual
Meeting"), upon the matters set forth below in the manner
indicated and at the discretion of the persons named above on any
other matter or matters which may properly come before said
meeting or any adjournment or adjournments thereof and require the
vote of shareholders:
1. ELECTION OF DIRECTORS
WITH ( ) WITHOUT ( ) authority to fix the
number of directors for the ensuing fiscal year at seven (7)
and to vote for the election of the entire group of persons
nominated for election to the Board of Directors (except as
indicated below), consisting of John P. Price; Michael A.
Richardson; Thomas L. Richardson; Paul R. Cook; Jerome P.
Sims, Sr.; Herbert S. Willbanks; Virgil E. Bishop; or for
such substitute nominee or nominees named by the Board of
Directors at the Annual Meeting if any of the foregoing
nominees is unable to serve or will not serve.
(You may withhold authority to vote for any nominee listed above
by entering his name in the space below.)
__________________________________________________________________
__________________________________________________________________
If this proxy is executed and returned, it will be voted in
accordance with your instructions indicated above unless revoked.
IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED
AFFIRMATIVELY FOR EACH OF THE LISTED NOMINEES.
The proxy may be revoked by you at any time before it is
voted, and will in no way interfere with your right to vote in
person if you attend the meeting.
IF ANY OF THE FOREGOING NAMED NOMINEES FOR ELECTION TO THE BOARD
OF DIRECTORS IS UNABLE TO SERVE OR WILL NOT SERVE, THIS PROXY
CONFERS DISCRETIONARY AUTHORITY TO VOTE AT THE ANNUAL MEETING FOR
SUBSTITUTE NOMINEES SELECTED BY THE BOARD OF DIRECTORS.
This proxy should be dated, signed by the shareholder, and
returned promptly in the enclosed envelope. Persons signing in a
fiduciary capacity should so indicate.
DATED ___________________, 1995
_______________________________
_______________________________
Signature of Shareholder
