SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
DOSKOCIL COMPANIES INCORPORATED
_______________________________________________
(Name of Registrant as Specified In Its Charter)
Darian B. Andersen
__________________________________________
(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 controversey 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:
___________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
Set forth the amount of which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is ofset 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.:
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4) Date Filed:
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<PAGE>
DOSKOCIL COMPANIES INCORPORATED
2601 N.W. Expressway, Suite 1000
Oklahoma City, Oklahoma 73112
___________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
___________
To Be Held June 23, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of DOSKOCIL COMPANIES INCORPORATED, a Delaware corporation, will be
held at the Kansas City Airport Marriott, 775 Brasilia Avenue, Kansas
City, Missouri 64153 at 10:30 a.m., central daylight time, on
Thursday, June 23, 1994, for the following purposes:
(1) To elect five members to the Board of Directors, each to
serve for a term of three years; and
(2) To act upon such other matters as may properly come before
the meeting or any adjournment thereof.
The close of business on Monday, May 23, 1994, has been fixed as
the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting and at any
adjournments thereof. Holders of record of Common Stock on such date
will be entitled to vote at the Annual Meeting. A copy of the Proxy
Statement relating to the Annual Meeting and a form of proxy
accompany this Notice.
MANAGEMENT INVITES THE STOCKHOLDERS TO BE REPRESENTED AT THE
MEETING IN PERSON OR BY PROXY. IF YOU DO NOT EXPECT TO BE PRESENT AND
VOTE IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT
AT ONCE IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. STOCKHOLDERS WHO
ATTEND THE MEETING IN PERSON MAY REVOKE THEIR PROXIES AND VOTE IN
PERSON IF THEY DESIRE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES.
By Order of the Board of Directors,
Darian B. Andersen
Corporate Secretary
Dated: Oklahoma City, Oklahoma
May 27, 1994
<PAGE>
DOSKOCIL COMPANIES INCORPORATED
2601 N.W. Expressway, Suite 1000
Oklahoma City, Oklahoma 73112
___________
PROXY STATEMENT
___________
ANNUAL MEETING OF STOCKHOLDERS
___________
To Be Held June 23, 1994
GENERAL INFORMATION
Introduction. This Proxy Statement is furnished in connection
with the solicitation of proxies by and on behalf of the Board of
Directors of Doskocil Companies Incorporated, a Delaware corporation
(the "Company"), for use in connection with the 1994 Annual Meeting
of the holders of the common stock, par value $.01 per share (the
"Common Stock") of the Company to be held on June 23, 1994, and at
any adjournment thereof (the "Annual Meeting"), at 10:30 a.m.,
central daylight time, at the Kansas City Airport Marriott, 775
Brasilia Avenue, Kansas City, Missouri 64153, and, together with the
enclosed form of proxy, is being mailed to stockholders of the
Company on or about May 26, 1994.
Revocation of Proxies. Any stockholder who executes and
delivers a proxy may unconditionally revoke it at any time prior to
its use either in person at the Annual Meeting by delivering a duly
executed proxy bearing a later date or by giving written notice of
revocation to Darian B. Andersen, Corporate Secretary of the Company,
at 2601 N.W. Expressway, Suite 1000, Oklahoma City, Oklahoma 73112
prior to the Annual Meeting or by voting in person at the Annual
Meeting.
Quorum and Voting. As of Monday, May 23, 1994, the record date
for the determination of stockholders entitled to vote at the Annual
Meeting (the "Record Date"), the Company had outstanding 7,940,168
shares of Common Stock. The holder of each share of Common Stock
outstanding as of the Record Date is entitled to one vote and there
is no right to cumulative voting. The presence, in person or by
proxy, of the holders of a majority of the issued and outstanding
shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum to transact business. If a quorum
is not present in person or by proxy at the Annual Meeting, the
stockholders that are present in person or by proxy who are entitled
to vote at the Annual Meeting may, by majority vote, adjourn the
Annual Meeting from time to time without notice or other announcement
until a quorum is present. Assuming that a quorum of the shares of
Common Stock is present in person or by proxy at the Annual Meeting,
then the election of the nominees to the Board of Directors will be
by plurality vote of the holders of the shares of Common Stock voting
thereon in person or by proxy at the Annual Meeting.
All shares of Common Stock represented by properly executed
proxies returned to the Company will be voted at the Annual Meeting.
Votes submitted as abstentions on matters to be voted on at the
Annual Meeting will be counted as votes against such matters. Broker
non-votes will not count for or against the election of directors.
In each case in which a stockholder has appropriately specified how
the proxy is to be voted, it will be voted in accordance with the
specification so made. ABSENT SUCH SPECIFICATION BY A STOCKHOLDER,
EACH SIGNED AND RETURNED PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES
FOR ELECTION TO THE BOARD OF DIRECTORS STATED HEREIN. The
approximately 391,975 shares of Common Stock held in the Disputed
Claims Reserve (as herein defined) as of May 23, 1994, will be
counted for quorum purposes and will be voted by proxy on matters at
the Annual Meeting in the same proportion as all other shares are
voted on such matters. (See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT Capital Stock" below). As to any
other matter of business that may be brought before the Annual
Meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the person or persons voting the
same; however, the Board of Directors does not know of any such other
matter of business.
ALL STOCKHOLDERS ARE URGED TO FILL IN, DATE, EXECUTE AND RETURN
THE FORM OF PROXY SENT TO THEM WITH THIS PROXY STATEMENT.
Proposals. The matters to be acted upon at the Annual Meeting
are as follows:
(1) To elect five members of the Board of Directors, each to
serve for a term of three years (See "PROPOSAL I. ELECTION OF
DIRECTORS" below); and
(2) To act upon such other matters as may properly come before
the Annual Meeting or any adjournment thereof.
DIRECTORS
The Company's Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") provides that the directors of
the Company (the "Directors") be divided into three classes, as
nearly equal in number as possible, with approximately one-third of
the Board of Directors to be elected at each annual meeting of
stockholders to hold office for a term expiring at the third annual
meeting of stockholders after their election. Pursuant to the
Certificate of Incorporation and applicable law, the current Board of
Directors of the Company is comprised of the following persons,
listed by classification of the year in which their current terms of
office expire:
1994 1995 1996
Theodore Ammon Yvonne V. Cliff Thomas W. Arenz
Richard N. Bauch Paul S. Levy Richard T. Berg
Dort A. Cameron III Angus C. Littlejohn, Jr. Robert D. Cook
Terry M. Grimm John T. Hanes Michael I. Klein
Peter A. Joseph Paul W. Marshall
Pursuant to that certain Stock Purchase Agreement (the "JLL
Agreement") dated February 16, 1993, between the Company and Joseph
Littlejohn & Levy Fund, L.P. ("JLL"), on March 22, 1993, JLL
purchased two million newly-issued shares of Common Stock at $15.00
per share. Pursuant to the terms of the JLL Agreement, JLL is
entitled to designate for nomination to the Company's Board of
Directors (the "JLL Designees") one less than the number of persons
that would constitute a majority of the members of the Company's
Board of Directors and the Company agreed to nominate and use its
best efforts to cause the JLL Designees to be elected to the
Company's Board of Directors. The number of JLL Designees will be
reduced as JLL's stock holdings decrease. Further, pursuant to the
JLL Agreement, for so long as JLL is entitled to nominate a JLL
Designee, the Company agrees to nominate and use its best efforts to
cause to be elected to the Company's Board of Directors one
individual who is not affiliated either with the Company or with JLL
(the "Independent Director") mutually acceptable to both a majority
of the Directors who are JLL Designees and a majority of the
Directors who are not JLL Designees.
Pursuant to the terms of the JLL Agreement, the Company entered
into a Stockholders Agreement dated March 22, 1993 (the "Airlie
Agreement") with The Airlie Group L.P. ("Airlie") pursuant to which,
among other things, Airlie has the right, for so long as it owns more
than 5% of the Outstanding Shares (as defined in the Airlie
Agreement), to nominate one person for election to the Board of
Directors of the Company provided that such person is mutually
acceptable to both a majority of the Directors who are JLL Designees
and a majority of the Directors who are not JLL Designees (the
"Airlie Designee"). The Director who is the Airlie Designee shall be
the Independent Director, so long as there is a Director who is the
Airlie Designee.
JLL and Airlie each separately have agreed to vote all voting
securities held by them in favor of persons nominated by the Company
in accordance with the JLL Agreement and the Airlie Agreement,
respectively. JLL shall have the right to fill vacancies created if
a Director who is a JLL Designee shall resign, die, or is removed, or
declines to stand for re-election or is not renominated for
re-election (a "Vacancy"). Any Vacancy involving the Director who is
the Airlie Designee shall be filled with another Airlie Designee.
The Directors who are not JLL Designees shall have the right to fill
any Vacancy involving a Director who is not a JLL Designee, except
that any Vacancy involving the Independent Director (if he or she is
not the Airlie Designee) shall be filled by a person mutually
acceptable to both a majority of the Directors who are JLL Designees
and a majority of the Directors who are not JLL Designees.
The JLL Agreement and the Airlie Agreement each include certain
restrictions on the ability of JLL and Airlie, respectively, among
other things, to resell or otherwise transfer securities of the
Company or to purchase additional securities of the Company and grant
certain demand and piggyback registration rights to each of JLL and
Airlie.
Pursuant to the terms of the JLL Agreement, the existing JLL
Designees on the Company's Board of Directors are Ms. Cliff and
Messrs. Joseph, Littlejohn, Levy, Arenz, Klein, and Ammon. Pursuant
to the terms of the Airlie Agreement, the existing Airlie Designee
and the Independent Director is Mr. Cameron. The Directors who are
not JLL Designees are Messrs. Bauch, Berg, Cook, Grimm, Hanes and
Marshall.
One vacancy exists in the class of directors whose current terms
in office expire in 1995. This vacancy was created by the
resignation of Theodore A. Myers, a Director who was not a JLL
Designee, in July of 1993 and may be filled at any time by the
affirmative vote of a majority of the Directors who are not JLL
Designees pursuant to the Amended and Restated Bylaws of the Company.
In addition, the vacancy that will be created by the anticipated
retirement of John T. Hanes as an officer and Director of the Company
on or before August 31, 1994, may be filled any time thereafter in
the same manner. See "Continuing Directors".
DIRECTORS WHOSE TERMS EXPIRE IN 1994
Messrs. Ammon, Bauch, Cameron, Grimm and Joseph, whose terms
expire in 1994, have been renominated for election to the Board of
Directors. (See "PROPOSAL I. ELECTION OF DIRECTORS" below). The
following table sets forth information with respect to these
nominees.
<TABLE>
<CAPTION>
Name and Age Principal Occupation Director Since
<S> <C> <C>
Theodore Ammon<F1> Private Investor March 1993
Age 44
Richard N. Bauch<F2> Private Investor, October 1991
Age 46 Bauch Investments
Dort A. Cameron III<F3> General Partner, EBD L.P., a May 1992
Age 49 General Partner of Airlie
Terry M. Grimm<F4> Partner, Winston & Strawn October 1991
Age 52 law firm
Peter A. Joseph<F5> General Partner, JLL Associates, March 1993
Age 42 L.P., the General Partner of JLL
___________
<FN>
<F1> Mr. Ammon is a private investor based in New York. From 1984
until 1990, he was an executive of and from 1990 to 1992 was a
general partner of Kohlberg Kravis Roberts & Company, an
investment firm. Mr. Ammon currently serves as Chairman of the
Board of Big Flower Press, Inc. and as a member of the Board of
Directors of Host Marriott Corporation and Astrum International
Corp.
<F2> Mr. Bauch has been a private investor since 1989, was President
of the Doskocil Foods Group, a division of the Company, from May
1987 to June 1989, and prior thereto was Executive Vice
President of the Doskocil Foods Group and its predecessor,
Stoppenbach, Inc., a wholly-owned subsidiary of the Company.
<F3> Mr. Cameron has been the general partner of EBD, L.P., the
general partner of Airlie, a manager of private investment
funds, since October 1988. Mr. Cameron has also been the
general partner of BMA Limited Partnership, the general partner
of Investment Limited Partnership, since July 1984. Mr. Cameron
currently serves as Chairman of the Board of Darling/Delaware
Company Incorporated and Entex and as a member of the Board of
Directors of Perkins Management Company, Inc., which is a
general partner of Perkins Family Restaurants, L.P.
<F4> Mr. Grimm has for more than five years been a partner with the
law firm of Winston & Strawn and is a member of that firm's
Executive Committee and Litigation Committee.
<F5> Mr. Joseph has been a partner of JLL and its predecessors since
July 1987. Mr. Joseph serves on the Board of Directors of OrNda
HealthCorp. and of Lancer Industries Inc.
</TABLE>
CONTINUING DIRECTORS
The following table sets forth information with respect to the
Directors whose current terms expire in 1995 or 1996.
<TABLE>
<CAPTION>
Name, Age Principal Occupation Director Since
<S> <C> <C>
Thomas W. Arenz<F1> Principal of JLL March 1993
Age 36
Richard T. Berg<F2> Director of the Company October 1991
Age 68
Yvonne V. Cliff<F3> General Partner, JLL Associates, March 1993
Age 33 L.P., the General Partner of JLL
Robert D. Cook<F4> President and Chief Executive October 1991
Age 64 Officer, R. D. Cook Management
Corporation
John T. Hanes<F5> Chairman, Chief Executive Officer October 1991
Age 57 & President of the Company
Michael I. Klein<F6> Associate of JLL March 1993
Age 30
Paul S. Levy<F7> General Partner, JLL Associates, March 1993
Age 46 L.P., the General Partner of JLL
Angus C. Littlejohn,Jr.<F8> General Partner, JLL Associates, L.P., March 1993
Age 44 the General Partner of JLL
Paul W. Marshall<F9> Chairman and Chief Executive Officer of October 1991
Age 52 Rochester Shoe Tree Company
___________
<FN>
<F1> Mr. Arenz has been a principal of JLL since June 1991. From
March 1990 to May 1991, Mr. Arenz was a Vice President in the
corporate finance department of the investment firm of Kidder,
Peabody & Co., Inc. where he was involved in both restructuring
and general corporate finance assignments. From September 1986
to February 1990, Mr. Arenz was employed by the investment firm
of Drexel Burnham Lambert Incorporated in the corporate finance
department. Mr. Arenz serves on the Board of Directors of
Kendall International, Inc.
<F2> Mr. Berg has been a Director of the Company since October 1991.
From September 1990 to October 1991, Mr. Berg served as an
employee of a subsidiary of the Company and from October 1991 to
December 1992 served as a consultant to a subsidiary of the
Company. Mr. Berg was retired from October 1988 to September
1990. Mr. Berg was a Director of Wilson Foods from July 1981 to
October 1988 and President and Chief Operating Officer of Wilson
Foods from November 1985 to October 1988.
<F3> Ms. Cliff is a partner of JLL, which she joined in June 1988.
From July 1985 to May 1988, Ms. Cliff was with the corporate
finance department of the investment banking firm of Drexel
Burnham Lambert Incorporated. Ms. Cliff serves on the Board of
Directors of OrNda HealthCorp.
<F4> Mr. Cook is currently and has for more than five years been
President and Chief Executive Officer of R.D. Cook Management
Corporation, a management consulting firm. Mr. Cook serves on
the Board of Directors of American Nursery Products, Inc.
<F5> Mr. Hanes has been Chairman, President, Chief Executive Officer
and a Director of the Company since October 1991. Mr. Hanes was
President and Chief Executive Officer of Wilson Brands from
November 1989 to October 1991 and Executive Vice President of
Wilson Foods from February 1984 to November 1989. On October 29,
1993, Mr. Hanes announced his intention to retire as an officer
and Director of the Company, effective upon the appointment of
a successor. As of May 27, 1994, a successor has not been named
and Mr. Hanes continues to serve in these positions. On
December 31, 1993, Mr. Hanes and the Company entered into the
Hanes Settlement Agreement (as defined below) relating to
termination of Mr. Hanes' employment agreement. On May 27,
1994, Mr. Hanes and the Company entered into an Amendment to the
Settlement Agreement, which provides that Mr. Hanes will
continue to serve as Chairman, Chief Executive Officer,
President and Director of the Company through August 31, 1994.
See "Directors" and "Employment and Related Agreements."
<F6> Mr. Klein joined JLL in 1991 as an associate. From 1986 to 1989,
Mr. Klein was with the trading firm of Sumitomo Corporation of
America.
<F7> Mr. Levy has been a partner of JLL and its predecessors since
May 1988. From April 1983 to May 1988 he was a managing
director with the investment banking firm of Drexel Burnham
Lambert Incorporated. Mr. Levy currently serves as Chairman of
the Board of Directors of Lancer Industries Inc. and as a member
of the Board of Directors of OrNda HealthCorp. and of Kendall
International, Inc.
<F8> Mr. Littlejohn has been a partner of JLL and its predecessors
since July 1987. Mr. Littlejohn serves on the Board of
Directors of OrNda HealthCorp, and of Lancer Industries Inc.
<F9> Mr. Marshall is currently and has been Chairman and Chief
Executive Officer of the Rochester Shoe Tree Company, a shoe
tree manufacturing company, since October 1991. Mr. Marshall was
an adjunct professor of the Harvard Graduate School of Business
Administration from July 1989 through February 1992. He also was
Chairman of Industrial Economics, Incorporated, a consulting
firm, from 1989 to 1991. He was also a Member of the Lexington
Board of Selectment from 1984 to 1993. Prior to that time, he
was President of Marshall Bartlett Incorporated from 1981 to
1989. He currently serves on the Board of Directors of Applied
Extrusion Technologies, Inc., BE Aerospace, Inc. and Raymond
James Financial, Inc.
</TABLE>
MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
During the Company's fiscal year ended January 1, 1994 ("Fiscal
1993"), the Board of Directors of the Company held seven regular
meetings and four special meetings.
Directors who are not employees of the Company or its
subsidiaries each receive from the Company $20,000 per year (prorated
for partial years) for serving on the Board of Directors, plus
expenses, and $750 for each Board meeting attended and $500 for each
committee meeting attended in person (or after January 29, 1993, by
telephone conference call). In addition, Directors who are not
employees of the Company or its subsidiaries and who serve as
committee chairmen receive an additional $2,000 per year. Each
non-employee director also receives options to purchase 5,000 shares
of Common Stock pursuant to the Company's 1992 Stock Incentive Plan.
During the first quarter of Fiscal 1993, Mr. Bauch was paid
approximately $37,500 under a consulting agreement that ended on
April 18, 1993, to provide services as an independent contractor
consultant to a subsidiary of the Company. Mr. Marshall was paid
$18,951.50 under an oral arrangement to provide consulting services
to the Company in Fiscal 1993 on a per diem and expense reimbursement
basis and Mr. Cook was paid $4,400 under an oral arrangement to
provide consulting services to a subsidiary of the Company in Fiscal
1993.
During Fiscal 1993, two Directors, Theodore Ammon and Thomas W.
Arenz, attended fewer than 75% of the aggregate of (i) the total
number of meetings of the Board of Directors (held during the period
for which they served as Directors of the Company) and (ii) the total
number of meetings held by all committees of the Board of Directors
on which they served, if any (during the periods that each served).
The Board of Directors of the Company has standing Executive,
Audit and Compensation Committees. The Company does not have a
standing nominating committee. The normal duties of such a committee
are carried out by the Executive Committee.
The Executive Committee is responsible for submitting major
long-range plans and policies to the Board of Directors for
consideration and approval, and, subject to certain exceptions, has
the full power of the Board. The Executive Committee also recommends
to the Board the names of candidates for election to, or to fill
vacancies on, the Board of Directors. The Committee will consider
qualified candidates recommended by stockholders. The Executive
Committee currently is composed of John T. Hanes, Chairman, Dort A.
Cameron III, and Paul S. Levy. During Fiscal 1993, the Executive
Committee conferred frequently and took action by written consent but
held no formal meetings.
The Audit Committee is responsible for recommending the
selection of independent auditors, reviewing with the independent
auditors the general scope of their audit services to be performed
and the annual results of their audit. The Audit Committee also
reviews reports and recommendations made to the Committee by the
independent auditors and the Company's system of internal control and
consults with management as it deems appropriate on the results of
its reviews. The Audit Committee currently is composed of Robert D.
Cook, Chairman, Richard T. Berg, Angus C. Littlejohn, Jr., and Paul
W. Marshall. The Audit Committee held two meetings during Fiscal
1993.
The Compensation Committee is responsible for reviewing
salaries, bonuses and other compensation arrangements of all officers
of the Company and is responsible for granting incentive awards and
stock options pursuant to the Company's incentive plans. The
Compensation Committee currently is composed of Terry M. Grimm,
Chairman, Richard N. Bauch, Dort A. Cameron III, and Yvonne V. Cliff.
The Compensation Committee held one meeting during Fiscal 1993.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The following is the report of the Compensation Committee of the
Company (the "Committee") on executive compensation for Fiscal 1993.
Compensation Philosophy. The Committee believes that it is in
the best interests of the stockholders of the Company for the Company
to attract, maintain, and motivate top quality management personnel,
especially its executive officers, by offering and maintaining a
competitive compensation package that exhibits an appropriate
relationship between executive pay and the creation of stockholder
value. The general philosophy of the Committee is to integrate (i)
reasonable levels of annual base compensation; (ii) annual cash
bonuses and equity awards based on achievement of short-term
corporate and individual performance goals, such that executive
compensation levels will be higher in years in which performance
goals are achieved or exceeded; and (iii) equity awards, to ensure
that management has a continuing stake in the long-term success of
the Company and return of value to its stockholders.
The elements of the Committee's integrated compensation
philosophy are summarized as follows:
Base Compensation Levels. Although the Company must maintain
base compensation levels commensurate with other comparable companies
in its industry with whom the Company competes for management
personnel (the "Comparable Companies", as discussed below), the
Committee believes that performance based pay elements should be the
primary element in the compensation packages for its executive
officers. Therefore, the Committee believes that, in general, the
Company's base compensation levels are lower than those of the
Comparable Companies. The Comparable Companies selected by the
Company are meat and food industry companies which have production
and marketing strategies similar to those of the Company, which are
similar in size to the Company and which compete for executives in
the same markets as the Company. Management of the Company compiled
the list of Comparable Companies and their compensation information
based upon executive compensation studies of the Wyatt Data Services
and William L. Mercer, Incorporated, as well as proxy statement
disclosure for companies meeting the criteria set forth in the
preceding sentence. Although the process of setting base
compensation levels often reflects subjective factors such as
leadership, commitment, attitude, and motivational effect, the
Committee also considers objective factors such as achievement of
performance goals (primarily profitability of the areas over which
the executive has management responsibility), level of
responsibility, and prior experience. Although there is only a slight
overlap between the Comparable Companies and those companies included
in the Dow Jones Food Sub-Industry Group (the "Sub-Industry Group"),
see "STOCK PRICE PERFORMANCE GRAPH" below, the Committee believes
that both groups generally consist of similar companies, but that the
Company more closely competes with the Comparable Companies for
executive officers and for employees than with others in the
Sub-Industry Group.
Performance Based Compensation. The Company provides executive
officers with the following performance-based compensation programs:
- Cash Bonuses. Annual cash bonuses may be earned under the
Company's Annual Incentive Plan, based on the achievement of
Company, division, and/or individual-based performance goals
determined by the Committee at the beginning of the year. Earnings
before interest, taxes, depreciation, amortization, and extraordinary
items (EBITDA) is the primary measure of Company and division
performance, and specific individual performance goals include
matters (such as profitability of individual business activities and
measures of plant efficiency) under the Annual Incentive Plan. Under
the Annual Incentive Plan, the target goals and target bonuses are
set each year by the Committee. In 1993, a portion of the target
bonus could be earned if the target goals were substantially achieved
and the target bonus could be exceeded (up to a set maximum) if the
target goals were exceeded.
- Performance Shares. Performance share awards may be
granted pursuant to the 1992 Stock Incentive Plan (the "Performance
Shares"). In 1992, 105,000 Performance Share awards were awarded,
which are granted at the target rate of up to one-third per year
based on achievement of 1992, 1993, and 1994 performance goals
(primarily Company, division and/or individual-based earnings goals)
under the 1992 Stock Incentive Plan. The formula for the granting of
the Performance Shares is similar to that described above for the
annual cash bonuses. In fiscal 1992, 50% of the Performance Share
awards eligible for vesting in that year (32,500 shares in the
aggregate) were granted. In Fiscal 1993, however, the Company failed
to meet its performance goals. As a result, except as discussed
below with regard to Mr. Hanes and Mr. Myers, none of the Performance
Shares were granted in Fiscal 1993, although the ungranted
Performance Shares may be granted in fiscal 1994 if the Company
exceeds the Cumulative Target EBIT (as defined in the 1992 Stock
Incentive Plan) then in effect, which will be based in part on the
performance goals set by the Board of Directors for fiscal 1994.
- Stock Options. Stock options may be granted pursuant to
the 1992 Stock Incentive Plan (the "Stock Options"), exercisable at
the market value of the shares of Common Stock on the date of the
grant, the value of which increases as the value of the Company's
Common Stock increases. The value of the stock options is related
directly to the market price of the Common Stock and thus to the
long-term performance of the Company. Typically these options vest
over three years. As of May 23, 1994, options to purchase 255,500
shares of the Compay's Common Stock had been granted and not lapsed,
at prices (based on the fair market value on the date of the grant)
ranging from $13 to $15.25 per share. The Stockholders of the
Company have approved the reservation of 810,000 shares for use under
the 1992 Stock Incentive Plan, and approximately 365,000 shares
remain available for the grant of Stock Options and other stock-based
incentives.
Cash bonuses and Performance Shares are not awarded if threshold
performance goals are not achieved.
Long-Term Focus. The 97,500 shares of restricted stock granted
in 1992 pursuant to the 1992 Stock Incentive Plan (the "Restricted
Shares") vest over a three-year period (1992, 1993, and 1994), based
on the continued employment of the executive with the Company at the
end of each vesting period. One-third of the shares of Restricted
Stock vested for those executives employed through the end of fiscal
1992, and an additional one-third of the shares of Restricted Stock
vested for those executives employed through the end of Fiscal 1993;
except, that Mr. Myers received 11,667 shares of Restricted Stock
pursuant to the Myers Settlement Agreement (as defined below) and Mr.
Hanes received 16,667 shares of Restricted Stock pursuant to the
Hanes Settlement Agreement, as discussed below. This incentive for
long-term performance and continued employment is intended by the
Committee to focus management on achievement of sustained performance
over the vesting period and to align the interests of management with
those of other equity holders, as discussed below. The shares of
Restricted Stock granted to Mr. Hanes were determined by negotiations
with the Company's creditors' committees and lenders in conjunction
with the Company's Plan of Reorganization (as defined below), which
became effective on October 31, 1991. The Company awarded the
remainder of the shares of Restricted Stock to other employees based
upon the recommendation of the Chairman, after an evaluation of the
employee's job responsibility and positional-sensitivity to
performance incentives, among other performance-related factors.
Equity Based Incentives. The Performance Shares, Stock Options,
and Restricted Stock were granted by the Committee pursuant to the
1992 Stock Incentive Plan to create in the Company's management a
vested interest in maximizing the value of the Company's stock and
align management's interest in maximizing stockholder value on a
long-term basis with that of all other stockholders.
In setting compensation levels for Fiscal 1993, the Committee
utilized the services of outside, independent advisors to assist it
in evaluating the Company's compensation policies and levels and in
comparing them to those of other Comparable Companies. Based on this
evaluation, the Committee believes that the overall compensation paid
to the Company's executives does not exceed that paid by Comparable
Companies.
Relationship of Corporate Performance to Fiscal 1993
Compensation. At the beginning of Fiscal 1993, the Committee set
base salaries for executive officers and set the performance goals
under the Annual Incentive Plan and the Performance Share awards,
based on the recommendations of the Chief Executive Officer of the
Company. The base salaries were increased approximately 8% over
fiscal 1992 amounts. The base salary increase was not linked
directly to any element of the Company's performance for fiscal 1992,
but instead was linked to an attempt to make the salaries of the
Company's executives more competitive with those paid to executives
of Comparable Companies. The Company failed to meet its goals under
both the Annual Incentive Plan and the Performance Share award
agreements. As a result, with the exception of Mr. Hanes and Mr.
Myers, officers of the Company received only their base salaries set
by the Compensation Committee at the beginning of Fiscal 1993, and
vested amounts of Restricted Stock. Mr. Myers' compensation for
Fiscal 1993 was not based on the Company's performance for Fiscal
1993, but instead was negotiated by the Company and Mr. Myers based
upon the settlement of Mr. Myers' contractual rights under his
Employment Agreement with the Company dated November 1, 1991. Under
the Myers Settlement Agreement, Mr. Myers received 11,667 shares of
Restricted Stock and 14,589 Performance Shares, as well as cash
payments, automobile and club allowances and a 401(k) contribution,
as more fully described in this Proxy Statement. In addition, as in
the case of Mr. Myers, Mr. Hanes' compensation for Fiscal 1993 was
not based on the Company's performance for Fiscal 1993, but instead
was negotiated by the Company and Mr. Hanes based upon the settlement
of Mr. Hanes' contractual rights under his Employment Agreement with
the Company dated November 1, 1991 (the "Hanes Agreement"), as
discussed below.
Compensation of Chief Executive Officer. The base compensation
for Mr. Hanes for Fiscal 1993 was set in the Hanes Agreement, which
was executed as a requisite to the confirmation of the Company's Plan
of Reorganization after extensive negotiation among the parties to
the reorganization, the Company, and Mr. Hanes. The Hanes Agreement,
which was superseded in Fiscal 1993 by the Hanes Settlement
Agreement, provided that Mr. Hanes' annual salary would not be less
than $375,000 per year, and that each year the Company would conduct,
or cause to be conducted, a review to determine the base salary for
the next year, taking into account all pertinent factors, including,
without limitation, the performance of the Company, the performance
of the executive, compensation practices inside and outside of the
Company, and such other factors as the Company, in its sole
discretion, deemed appropriate. In February of 1993, the Committee
conducted such review and set the 1993 base salary for Mr. Hanes at
$405,000, based on factors including, but not limited to, the earning
levels achieved by the Company in fiscal 1992 (taking into account
extraordinary, nonrecurring items), the relative salary level of Mr.
Hanes as compared with the generally higher salary levels for chief
executive officers of the Comparable Companies; the performance of
the Company, which generally compares favorably with the performance
of the Comparable Companies; Mr. Hanes' management experience; and
the challenges addressed by Mr. Hanes in managing the Company in the
difficult transition period following the Company's Chapter 11
reorganization proceedings. As noted above, Mr. Hanes' compensation
for Fiscal 1993 was set forth in the Hanes Agreement based upon
negotiations with the Company's creditors committees and lenders in
conjunction with the Company's Plan of Reorganization, and the
subsequent settlement of Mr. Hanes' contractual rights under the
Hanes Agreement in the Hanes Settlement Agreement. As a result, Mr.
Hanes' base salary for Fiscal 1993 was not based upon any one or more
measures of the Company's performance. Mr. Hanes' base salary for
Fiscal 1993 was increased approximately 8% from fiscal 1992 by the
Compensation Committee so that Mr. Hanes' salary would compare more
favorably with salaries paid to executives of the Comparable
Companies. Compensation to be paid to Mr. Hanes in Fiscal 1993 in
the form of Performance Shares and bonuses under the Annual Incentive
Plan, however, was based upon achievement of performance goals set by
the Compensation Committee. Such goals were not achieved, and, as a
result, Mr. Hanes received no compensation in the form of Performance
Shares or bonuses under the Annual Incentive Plan in Fiscal 1993
except for the 20,833 vested Performance Shares he received pursuant
to the Hanes Settlement Agreement. There is no direct quantitative
link between Mr. Hanes' executive compensation and the Company's
stock performance graph showing stock performance beginning on
November 1, 1991.
The Committee of the Board of Directors of the Company is
composed of Mr. Grimm, Chairman, Mr. Bauch, Mr. Cameron, and
Ms. Cliff. None of the members of the Committee has ever been an
employee or officer of the Company or any of its subsidiaries, with
the exception of Mr. Bauch, who was an executive officer of the
Company from May 1987 to June 1989, and from January until April 1993
served as an independent contractor consultant to a subsidiary of the
Company.
Terry M. Grimm, Chairman
Richard N. Bauch
Dort A. Cameron III
Yvonne V. Cliff
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following two line graphs compare the yearly percentage
change:
(i) in the Company's cumulative Total Stockholder Return (as
herein defined) (the solid line); with
(ii) the cumulative Total Stockholder Return of the Standard &
Poor's 500 Stock Index (the long broken line); and with
(iii) the cumulative Total Stockholder Return of the Dow
Jones Food Sub-Industry Group (the short broken line).
"Total Stockholder Return" is measured by dividing (i) the sum
of (A) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (B) the difference between the
share price at the end and the beginning of the measurement period;
by (ii) the share price at the beginning of the measurement period.
These graphs should be viewed in light of the following
information: On March 5, 1990, the Company filed for protection
under Chapter 11 of Title 11 of the United States Code. On
October 31, 1991 (the "Effective Date"), the Company's Third Amended
and Restated Joint Plan of Reorganization, as modified (the "Plan of
Reorganization"), became effective. On the Effective Date,
approximately 5,115,714 shares of the Company's outstanding common
stock were cancelled (the "Cancelled Common Stock"). Pursuant to the
Plan of Reorganization, the Company issued new Common Stock to
certain parties that held claims against the Company as of the date
of the Chapter 11 filing and the holders of the Cancelled Common
Stock were issued 5.3 shares of Common Stock for each 100 shares of
Cancelled Common Stock.
The first graph illustrates the comparisons set forth in the
first paragraph of this section for a measurement period beginning on
November 1, 1991, the date on which the Common Stock was issued and
began trading, and ending on December 31, 1993.
[At this point, a line graph depicting the cumulative total
returns from November 1, 1991 through December 31, 1993, as total
returns described above, appears and is represented by the following
table:]
<TABLE>
<CAPTION>
Nov 1, 1991 Dec 31, 1991 Dec 31, 1992 Dec 31, 1993
<S> <C> <C> <C> <C>
Doskocil Companies
Incorporated $100 $ 98 $150 $110
S&P 500 $100 $107 $115 $127
Dow Jones Food
Index $100 $118 $117 $108
</TABLE>
The second graph, as required by the rules of the Securities and
Exchange Commission, illustrates these comparisons for a measurement
period beginning on December 31, 1988, and ending on December 31,
1993. The Company's cumulative Total Stockholder Return for this
period, as reflected in the solid line on this graph, is impacted by
the fact that it relates to the Cancelled Common Stock prior to
October 31, 1991 and the Common Stock thereafter.
[At this point, a line graph depicting the cumulative total
return from December 31, 1988 through December 31, 1993, as described
above, appears and is represented by the following table:]
<TABLE>
<CAPTION>
Dec 1988 Dec 1989 Dec 1990 Dec 1991 Dec 1992 Jan 2, 1994
<S> <C> <C> <C> <C> <C> <C>
Doskocil
Companies
Incorporated $100 $ 90 $ 9 $ 7 $ 11 $ 8
S&P 500 $100 $132 $128 $166 $179 $197
Dow Jones
Food Index $100 $137 $147 $212 $213 $196
</TABLE>
EXECUTIVE OFFICERS
The following individuals currently serve as executive officers
of the Company, each of whom has been elected to serve for a term of
one year or until his successor is duly elected and qualified.
Name Age Position
John T. Hanes(1) 57 Chairman, Chief Executive Officer &
President
Thomas G. McCarley(2) 48 Senior Vice President-General Manager,
Foodservice Division
Raymond J. Haefele(3) 43 Vice President-General Manager, Deli
Division
William L. Brady(4) 46 Vice President and Controller
Bryant P. Bynum(5) 31 Vice President-Planning and Corporate
Finance & Treasurer
David J. Clapp(6) 49 Vice President-Operating Services
Howard S. Madsen(7) 50 Vice President-Procurement
Charles I. Merrick(8) 53 Vice President-Administration
Darian B. Andersen(9) 51 Corporate Secretary and Director-Law
Department
___________
(1) Mr. Hanes has been Chairman, President, Chief Executive Officer
and a Director of the Company since October 1991. Mr. Hanes was
President and Chief Executive Officer of Wilson Brands from
November 1989 to October 1991 and Executive Vice President of
Wilson Foods from February 1984 to November 1989. On October
29, 1993, Mr. Hanes announced his intention to retire as an
officer and Director of the Company, effective upon the
appointment of a successor. As of May 27, 1994, a successor has
not been named and Mr. Hanes continues to serve in these
positions. See "Employment and Related Agreements."
(2) Mr. McCarley has been Senior Vice President-General Manager,
Foodservice Division of the Company since October 1991. Mr.
McCarley was Senior Vice President-Sales and Marketing of the
Company from January 1989 to October 1991. Mr. McCarley was
Senior Vice President of Sara Lee Bakery F.S. Division, a
diversified food company, and of Chef Pierre, a division of Sara
Lee Corporation, from January 1988 to December 1988 and Vice
President-Marketing and Research and Development of Sara Lee
Bakery F.S. Division prior thereto.
(3) Mr. Haefele has been Vice President-General Manager, Deli
Division of the Company since January 1993. Mr. Haefele was
Vice President-Retail Sales of the Company from October 1991 to
January 1993 and Vice President of Sales of Wilson Brands from
October 1989 to October 1991. Prior to that time, Mr. Haefele
was Director and National Sales Manager-Deli of the Company.
(4) Mr. Brady has been Vice President of the Company since January
1990 and Controller of the Company since May 1990. Mr. Brady
served as Vice President and Controller of Wilson Foods prior
thereto.
(5) Mr. Bynum has been Vice President-Planning and Corporate Finance
of the Company since February 1993 and Treasurer of the Company
since January 1994. Mr. Bynum was Director-Corporate Planning
and Development from November 1989 to February 1993. Mr. Bynum
was a management consultant at the accounting firm of Coopers &
Lybrand prior thereto.
(6) Mr. Clapp has been Vice President-Operating Services of the
Company since October 1991. Mr. Clapp was Vice President of
Operations of Wilson Brands from October 1989 to September 1991
and was Corporate Director of Engineering of Wilson Foods prior
thereto.
(7) Dr. Madsen has been Vice President-Procurement of the Company
since February 1994. Dr. Madsen was Vice President of
Purchasing at Sara Lee Meat Group for more than five years prior
thereto.
(8) Mr. Merrick has been Vice President-Administration of the
Company since October 1991. Mr. Merrick was Vice
President-Finance and Treasurer of Wilson Brands from October
1989 to October 1991 and Chairman of the Board, President and
Chief Executive Officer of Illinois Pork Corporation, a regional
pork processor, prior thereto.
(9) Mr. Andersen has been Corporate Secretary and Director-Law
Department of the Company since October 1991. Mr. Andersen
served as Corporate Secretary and Associate General Counsel of
Wilson Foods for more than three years prior thereto.
<PAGE>
S ECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the
beneficial ownership of the Common Stock as of May 23, 1994, with
respect to (i) each person known by the Company to beneficially own
in excess of 5% of the outstanding shares of Common Stock, (ii) each
of the Company's Directors, (iii) each executive officer of the
Company listed in the Summary Compensation Table set forth under the
caption "Executive Compensation," and (iv) all Directors and
executive officers as a group. Unless otherwise indicated, each of
the stockholders has sole voting and investment power with respect to
the shares beneficially owned.
<TABLE>
<CAPTION>
Amount Percent of
Beneficially Shares
Name Owned<F1> Outstanding<F2>
<S> <C> <C>
Joseph Littlejohn & Levy Fund, L.P.<F3> 2,182,500 27.5%
126 East 56th Street
New York, NY 10022
The Airlie Group L.P.<F4> 802,241 10.1
115 East Putnam Avenue
Greenwich, CT 06830
John T. Hanes<F5> 90,000 1.1
Thomas G. McCarley<F6> 17,958 *
Charles I. Merrick<F7> 14,267 *
David J. Clapp<F8> 15,578 *
Theodore Ammon<F9> 0 *
Thomas W. Arenz<F9> 0 *
Richard N. Bauch<F10> 75,181 *
Richard T. Berg<F10> 39,246 *
Dort A. Cameron III<F11> 802,241 10.1
Yvonne V. Cliff<F12> 2,182,500 27.5
Robert D. Cook<F10> 4,333 *
Terry M. Grimm<F10> 3,559 *
Peter A. Joseph<F12> 2,182,500 27.5
Michael I. Klein<F9> 0 *
Paul S. Levy<F12> 2,182,500 27.5
Angus C. Littlejohn, Jr.<F12> 2,182,500 27.5
Paul W. Marshall<F10><F13> 5,333 *
All directors and executive officers
as a group (21 persons)<F11><F12><F14> 3,194,684 40.2%
___________
<FN>
* Less than one percent
<F1> Beneficial ownership: (i) includes shares that have been
issued as Restricted Stock (some of such shares being
subject to forfeiture); (ii) includes Option Shares
currently exercisable or exercisable within 60 days; and
(iii) includes vested Performance Shares.
<F2> Percentages of Common Stock held are based on 7,940,168
shares of Common Stock outstanding as of May 23, 1994,
which includes 97,500 shares of Restricted Stock, 79,168
Option Shares and 51,676 vested Performance Shares, as
described in notes (5)-(14), inclusive, below, and the
391,975 shares of Common Stock held in the Disputed Claims
Reserve.
<F3> The following persons filed a Schedule 13D on or about
February 16, 1993, as amended March 22, 1993, and November
18, 1993, reporting that they had shared voting and
dispositive power over the shares of Common Stock held by
Joseph Littlejohn & Levy Fund, L.P.: Yvonne V. Cliff,
Peter A. Joseph, Paul S. Levy and Angus C. Littlejohn, Jr.
<F4> The following persons filed a Schedule 13D on or about
November 8, 1991, as amended on April 2, 1993, reporting
that they had shared or sole voting and dispositive power
over the shares of Common Stock held by The Airlie Group
L.P.; EBD L.P/; TMT-FW, Inc.; Dort A. Cameron III; and
Thomas M. Taylor. As part of that Schedule 13D, the
following persons reported sole dispositive power over
6,962 shares of Common Stock, which shares are not included
in the preceding table: Sid R. Bass; Sid R. Bass, Inc.;
Lee M. Bass; Lee M. Bass, Inc.; Edward D. Bass; and Thru
Line Inc. The Schedule 13D states that the single, joint
filing was made by all such persons because they may be
deemed to constitute a "group" under Section 13(d)(3) of
the Exchange Act, but all such persons disclaim membership
in such group.
<F5> Includes 25,000 vested shares of Restricted Stock, 25,000
vested Performance Shares and 40,000 vested option shares.
<F6> Includes 12,500 shares of Restricted Stock of which 8,334
shares are currently vested, 2,084 vested Performance
Shares and 6,666 option shares.
<F7> Includes 10,000 shares of Restricted Stock of which 6,666
shares are currently vested, 1,667 vested Performance
Shares and 5,333 option shares.
<F8> Includes 10,000 shares of Restricted Stock of which 6,666
shares are currently vested, 1,667 vested Performance
Shares and 5,333 option shares.
<F9> None of the JLL Designee directors who are not general
partners of JLL or its general partner beneficially owns
any shares of the Common Stock.
<F10> Includes 3,333 option shares currently exercisable.
<F11> Includes the 802,241 shares of Common Stock beneficially
owned by The Airlie Group L.P. Mr. Cameron is the General
Partner of EBD L.P., which is a general partner of The
Airlie Group L.P., and may disclaim beneficial ownership of
some or all of these shares.
<F12> Includes the 2,182,500 shares of Common Stock held by JLL;
these Directors, who are general partners of JLL
Associates, L.P., the general partner of JLL, may disclaim
beneficial ownership of some or all of these shares.
<F13> Includes 2,000 shares of Common Stock held by Paul W.
Marshall, as Trustee of the Marshall Bartlett Inc.
Restricted Preferred Stock and Savings Plan.
<F14> Includes 97,500 shares of Restricted Stock of which 79,168
shares are currently vested and 51,676 vested Performance
Shares.
</TABLE>
Capital Stock. As of May 23, 1994, 7,940,168 shares of Common
Stock were issued and outstanding with approximately 391,975 of such
shares being held by the Company as disbursing agent pending
resolution of disputed claims (the "Disputed Claims Reserve")
pursuant to the Plan of Reorganization. Shares of the Common Stock
held in the Disputed Claims Reserve will be counted for quorum
purposes at the Annual Meeting and will be voted on matters at the
Annual Meeting in the same proportion as all other shares of Common
Stock are voted on such matters. Holders of record of the Common
Stock on the Record Date are entitled to one vote per share. No
appraisal rights or similar rights of dissenters exist with respect
to any matter to be acted upon at the Annual Meeting.
In addition, the Certificate of Incorporation authorizes
4,000,000 shares of preferred stock, $.01 par value (the "Preferred
Stock"), of which no shares are issued and outstanding. The
Company's Board of Directors has authority to authorize the issuance
of Preferred Stock, from time to time in one or more series, and with
respect to each such series of Preferred Stock, at the time of
issuance to fix and determine by resolution the number of shares
within such series and the powers, designations, preferences and
relative, participating, optional or other rights thereof, if any, or
the qualifications, limitations or restrictions thereof, if any.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation. The following table summarizes, for each
of Fiscal 1993, fiscal 1992 and fiscal 1991, the compensation
awarded, paid to or earned by (i) John T. Hanes, the Chief Executive
Officer (the "CEO") of the Company as of January 1, 1994, and
(ii) each of the four most highly compensated executive officers
other than the CEO who served as executive officers of the Company or
its subsidiaries as of January 1, 1994, whose annual compensation
exceeded $100,000 for Fiscal 1993.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
______________________
Awards Payouts
__________________ _____________________
All
Restricted Other
Name and Annual Compensation Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus Awards<F1>SARs Payouts<F2> sation<F3>
__________________ ____ ______ _____ _________ ________ __________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
John T. Hanes<F4> 1993 $405,000 $ -- $ -- -- $226,559 $27,013
Chairman, President and 1992 375,000 95,000 375,000 40,000 62,500 25,067
Chief Executive Officer 1991 216,460 206,666 -- -- -- 9,833
Thomas G. McCarley 1993 165,000 -- -- -- -- 7,294
Senior Vice President- 1992 150,000 41,300 187,500 10,000 31,245 7,388
General Manager, 1991 149,688 106,050 -- -- -- 6,579
Foodservice Division
Theodore A. Myers<F5> 1993 151,588 -- -- -- 189,579 461,217
Former Senior Vice 1992 275,000 69,100 262,500 18,000 43,740 10,727
President and Former 1991 211,320 233,333 -- -- -- 8,947
Chief Financial Officer
Ronald W. Marsh<F6> 1993 148,500 -- -- -- -- 12,748
Senior Vice President- 1992 135,000 13,600 187,500 10,000 31,245 13,120
General Manager, Retail 1991 99,437 12,625 -- -- -- 7,698
Division
Charles I. Merrick 1993 129,600 -- -- -- -- 14,104
Vice President- 1992 120,000 21,100 150,000 8,000 24,990 13,232
Administration 1991 102,034 12,812 -- -- -- 6,776
David J. Clapp 1993 127,200 -- -- -- -- 12,499
Vice President, 1992 120,000 15,800 150,000 8,000 24,990 16,495
Operating Services 1991 104,955 13,250 -- -- -- 19,454
_________________
<FN>
<F1> The amounts shown are the fair market values of shares of
Restricted Stock as of December 31, 1992. No Restricted Shares
were granted in Fiscal 1993. As of January 1, 1994, Mr. Hanes
held 25,000 shares of Restricted Stock with a fair market value
as of December 31, 1993 of $275,000, Mr. McCarley held 12,500
shares of Restricted Stock with a fair market value as of
December 31, 1993 of $137,500, Mr. Marsh held 12,500 shares of
Restricted Stock with a fair market value as of December 31,
1993 of $137,500, Mr. Merrick held 10,000 shares of Restricted
Stock with a fair market value as of December 31, 1993 of
$110,000 and Mr. Clapp held 10,000 shares of Restricted Stock
with a fair market value as of December 31, 1993 of $110,000.
All such Restricted Stock was granted on February 3, 1992. One
third of the shares became vested on January 1, 1993, one third
became vested on January 1, 1994 and the balance will vest on
January 1, 1995. Under the Hanes Settlement Agreement, Mr.
Hanes' remaining restricted shares became vested on December 31,
1993. The executives are entitled to any dividends paid on the
Restricted Stock, although no dividends were paid on the
Restricted Stock during or with respect to Fiscal 1993. In
addition to the above terms, the Restricted Stock generally
becomes immediately vested upon a Change of Control Event (as
defined in the 1992 Stock Incentive Plan), if the executive's
employment with the Company is terminated following that Change
of Control Event. A total of 79,168 shares of Restricted Stock
vested during Fiscal 1993.
<F2> This column relates to Performance Shares granted pursuant to
the 1992 Stock Incentive Plan. See "Employment and Related
Agreements - Doskocil Companies Incorporated 1992 Stock
Incentive Plan." No Performance Shares were granted in Fiscal
1993, and no Performance Shares vested pursuant to the terms of
the 1992 Stock Incentive Plan. Pursuant to the Hanes Settlement
Agreement and the Myers Settlement Agreement, however, all
unvested Performance Shares held by Mr. Hanes and Mr. Myers,
respectively, vested during Fiscal 1993. As a result, the
amounts shown in this column for Fiscal 1993 reflect the fair
market value of Mr. Hanes' 20,833 Performance Shares that vested
in Fiscal 1993 and Mr. Myers' 14,583 Performance Shares that
vested in Fiscal 1993, based on their fair market value as of
December 31, 1993. The number of Performance Shares available
under the 1992 Stock Incentive Plan and the vesting of such
shares in Fiscal 1993 are described in greater detail in the
"Long-Term Incentive Plan" table set forth below and the
footnote thereto. "LTIP" means Long-Term Incentive Plan.
<F3> For Mr. Hanes, includes $3,767 paid by the Company for term life
insurance, and $23,246 contributed by the Company to the Wilson
Foods Corporation Retirement and Profit-Sharing Plan for
Salaried Employees (the "Wilson Plan") during Fiscal 1993. For
Mr. Hanes, includes $3,542 paid by the Company for term life
insurance, and $21,525 contributed by the Company to the Wilson
Plan during fiscal 1992. For Mr. Hanes, includes $395 paid by
the Company for term life insurance, and $9,438 contributed by
the Company to the Wilson Plan during fiscal 1991.
For Mr. McCarley, includes $574 paid by the Company for term
life insurance, and $6,720 contributed by the Company to the
Doskocil Companies Incorporated Employee Investment Plan (the
"Doskocil 401(k) Plan") during Fiscal 1993. For Mr. McCarley,
includes $522 paid by the Company for term life insurance, and
$6,866 contributed by the Company to the Doskocil 401(k) Plan
during fiscal 1992. For Mr. McCarley, includes $348 paid by the
Company for term life insurance, and $6,231 contributed by the
Company to the Doskocil 401(k) Plan during fiscal 1991.
For Mr. Myers, includes $2,202 paid by the Company for term life
insurance, $6,303 contributed by the Company to the Doskocil
401(k) Plan and $452,712 under the Myers Settlement Agreement,
described below, during Fiscal 1993. For Mr. Myers, includes
$3,861 paid by the Company for term life insurance, and $6,866
contributed by the Company to the Doskocil 401(k) Plan during
fiscal 1992. For Mr. Myers, includes $2,281 paid by the Company
for term life insurance, and $6,666 contributed by the Company
to the Doskocil 401(k) Plan during fiscal 1991.
For Mr. Marsh, includes $563 paid by the Company for term life
insurance, and $12,185 contributed by the Company to the Wilson
Plan during Fiscal 1993. For Mr. Marsh, includes $534 paid by
the Company for term life insurance, and $12,586 contributed by
the Company to the Wilson Plan during fiscal 1992. For Mr.
Marsh, includes $106 paid by the Company for term life
insurance, and $7,592 contributed by the Company to the Wilson
Plan during fiscal 1991.
For Mr. Merrick, includes $821 paid by the Company for term life
insurance, and $13,283 contributed by the Company to the Wilson
Plan during Fiscal 1993. For Mr. Merrick, includes $798 paid by
the Company for term life insurance and $12,434 contributed by
the Company to the Wilson Plan for fiscal 1992. For Mr.
Merrick, includes $305 paid by the Company for term life
insurance, and $6,471 contributed by the Company to the Wilson
Plan during fiscal 1991.
For Mr. Clapp, includes $489 paid by the Company for term life
insurance, and $12,010 contributed by the Company to the Wilson
Plan during Fiscal 1993. For Mr. Clapp, includes $482 paid by
the Company for term life insurance, and $16,013 contributed by
the Company to the Wilson Plan during fiscal 1992. For Mr.
Clapp, includes $198 paid by the Company for term life
insurance, and $9,256 contributed by the Company to the Wilson
Plan during fiscal 1991.
<F4> On October 29, 1993, Mr. Hanes announced his intention to retire
as an officer and Director of the Company, effective upon the
appointment of a successor. As of May 27, 1994, a successor has
not been named and Mr. Hanes continues to serve in these
positions. See "Employment and Related Agreements."
<F5> On July 6, 1993, Mr. Myers resigned as Senior Vice President,
Director and Chief Financial Officer. As of that date, a
settlement agreement ("Myers Settlement Agreement") was entered
into between the Company and Mr. Myers concerning the payment of
certain consideration in the event his employment was
terminated. See "Employment and Related Agreements."
<F6> On February 18, 1994, Mr. Marsh resigned from the Company as
Senior Vice President-General Manager, Retail Division.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
Value of
No. of Unexercised
Unexercised In-the-Money
No. of Options/SARs at Options/SARs at
Shares FY-End FY-End
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexcisable<F1> Unexercisable<F2>
____ ___________ ________ ______________ _______________
<S> <C> <C> <C> <C>
John T. Hanes 0 $0 40,000/40,000 $0/0
Theodore A. Myers 0 0 0/0 0/0
Thomas G. McCarley 0 0 3,334/10,000 0/0
Ronald W. Marsh 0 0 3,334/10,000 0/0
David J. Clapp 0 0 2,667/8,000 0/0
Charles I. Merrick 0 0 2,667/8,000 0/0
<FN>
<F1> One-third of the options became exercisable on February 3, 1993,
one-third of the options became exercisable on February 3, 1994,
and the remaining one-third will become exercisable on
February 3, 1995. Under the Hanes Settlement Agreement, Mr.
Hanes' remaining options became vested on December 31, 1993 and
remain exercisable until February 2, 1998. Under the Myers
Settlement Agreement, Mr. Myers' remaining option shares became
vested on July 6, 1993 and he had 90 days in which to exercise
his option shares. On October 4, 1993, his option shares expired
without having been exercised. When Mr. Marsh left the Company
on February 18, 1994, he had 6,666 vested option shares. These
options were not exercised and expired on May 19, 1994. A total
of 20,666 options were granted in 1993. A total of 30,500
shares subsequently expired without having been exercised.
<F2> The closing price of Common Stock on December 31, 1993, was
$11.00 and all of the options shown on the table have an
exercise price of $14.00.
</TABLE>
Employment and Related Agreements.
Hanes Settlement and Employment Agreements. On October 29,
1993, John T. Hanes announced his intention to retire as Chairman,
President, Chief Executive Officer and Director of the Company,
effective when a successor is named. On December 31, 1993, Mr. Hanes
and the Company entered into a Settlement Agreement (the "Hanes
Settlement Agreement") concerning the payment of certain
consideration upon termination of his employment agreement, such
retirement and termination to be effective on a date determined by
the Company in its sole discretion and upon at least ninety days
prior notice given to Mr. Hanes (the "Effective Date"). Such notice
was given by the Company on December 29, 1993, with an effective date
of March 31, 1994. As of May 27, 1994, the Company had not named a
successor. The Company and Mr. Hanes entered into an Amendment to
Settlement Agreement, which provides that the Effective Date shall be
August 31, 1994.
Pursuant to the Hanes Settlement Agreement, as amended through
June 1, 1994, the Company paid Mr. Hanes payments in the amount of
$177,615, representing the sum of the following: (i) the amount of
base salary received by Mr. Hanes for the period from September 22,
1993 through December 31, 1993; (ii) the present value of Mr. Hanes'
automobile and club allowances through December 31, 1994; and (iii)
the present value of the amounts the Company would have contributed
to the Doskocil 401(k) plan (now called the Doskocil Companies
Incorporated Retirement and Profit Sharing Plan) on behalf of Mr.
Hanes had Mr. Hanes remained employed by the Company until age 65.
In addition, pursuant to the Hanes Settlement Agreement, Mr. Hanes is
entitled to receive (i) severance payments beginning on January 1,
1994 and ending on December 31, 1994, at Mr. Hanes' base salary rate
as in effect on the Effective Date; and (ii) at such time as bonuses
are otherwise paid with respect to the 1994 plan year, Mr. Hanes will
be paid an incentive bonus for such year under the terms and
provisions of the Doskocil Companies Incorporated Annual Incentive
Plan (the "Annual Incentive Plan"). Pursuant to the Hanes Settlement
Agreement, Mr. Hanes is also entitled to the following: (i)
continued medical insurance coverage for Mr. Hanes and his spouse
until he reaches age 65; (ii) continued life insurance coverage under
a separate policy which the Company has purchased and will maintain
until Mr. Hanes reaches age 65 with coverage equal to his coverage
during employment; (iii) reimbursement of professional fees incurred
in connection with the negotiation and execution of the Hanes
Settlement Agreement, up to a maximum cost to the Company of $13,500;
(iv) financial counseling services through December 31, 1994, up to
a maximum cost to the Company of $4,000; and (v) an interest-free
loan from the Company in the amount of $225,000, repayable on January
3, 1995. Also, pursuant to the Hanes Settlement Agreement, as of
December 31, 1993, all Equity Shares previously granted to Mr. Hanes
that had not yet vested became fully vested and all stock options
previously granted to Mr. Hanes that had not yet vested became fully
vested and the expiration date of such Stock Options was extended
until February 3, 1998.
The Hanes Settlement Agreement has effectively replaced the
employment agreement with Mr. Hanes, which is described as follows:
effective as of November 1, 1991, Mr. Hanes and the Company entered
into the Hanes Agreement pursuant to which Mr. Hanes served as the
Chairman of the Board, President and Chief Executive Officer of the
Company. Pursuant to the Hanes Agreement, Mr. Hanes received a
one-time cash payment in the amount of $100,000 as of November 1,
1991. Mr. Hanes' base salary for 1993 was $405,000. The Hanes
Agreement provided that Mr. Hanes would receive a cash bonus pursuant
to the terms of the Annual Incentive Plan. The Hanes Agreement also
provided for 50,000 shares of Common Stock to be awarded to Mr. Hanes
in accordance with and pursuant to the 1992 Stock Incentive Plan,
pursuant to which the Company awarded 25,000 shares of Restricted
Stock and 25,000 Performance Shares, as disclosed above. The Hanes
Agreement also contained certain confidentiality, change of control
and non-competition covenants.
Myers Settlement and Employment Agreements. On July 6, 1993,
Theodore A. Myers resigned as Senior Vice President, Chief Financial
Officer and Director of the Company. On that date, the Myers
Settlement Agreement was entered into between the Company and Mr.
Myers. Mr. Myers was paid a lump sum cash payment of $452,712. This
amount included (i) $421,874 which represented the present value of
the unpaid portion of Mr. Myers' compensation as set forth in Section
3 of the Myers Agreement (as defined below); (ii) $21,307, which
represented the present value of his automobile and club allowance as
set forth in Section 8 of the Myers Agreement; and (iii) $9,531 which
represented the present value of the amounts the Company would have
contributed to the Doskocil 401(k) Plan on behalf of Mr. Myers
through December 31, 1994 had he remained employed by the Company.
In addition, Mr. Myers is entitled to receive a prorated incentive
bonus equal to one-half of the amount of the incentive bonus which
would have been paid to Mr. Myers had he remained employed by the
Company if relevant performance objectives described in the Company's
Annual Incentive Plan are met with respect to Fiscal 1993. Mr. Myers
also received reimbursement of reasonably incurred business expenses
prior to the Settlement Date (as defined in the Myers Settlement
Agreement) and reasonable moving expenses not to exceed $3,000. Mr.
Myers is also entitled to receive financial counseling services
through December 31, 1994 and to continue participation in insurance
plans and programs (excluding life insurance plans) to which he was
participating prior to the Settlement Date. As part of the Myers
Settlement Agreement, the Company agreed to pay 40% of the premiums
for a life insurance policy. Also, all previously granted but
unvested Stock Options became fully vested and exercisable in
accordance with the 1992 Stock Incentive Plan. On August 2, 1993,
all unvested Equity Shares became fully vested in Mr. Myers.
Effective as of November 1, 1991, Mr. Myers and the Company
entered into an employment agreement (the "Myers Agreement") pursuant
to which Mr. Myers served as the Chief Financial Officer of the
Company. Mr. Myers' base salary for Fiscal 1993 was $297,000. The
Myers Agreement also provided that 35,000 shares of Common Stock were
to be awarded to Mr. Myers in accordance with and pursuant to the
1992 Stock Incentive Plan, which the Company performed by awarding
17,500 shares of Restricted Stock and 17,500 Performance Shares. The
Myers Agreement also contained certain confidentiality, change of
control and non-competition covenants. Mr. Myers became immediately
vested in all Restricted Stock and a pro rata portion (in an amount
relative to the number of months during the performance period
Mr. Myers was employed by the Company if the specified performance
objectives are obtained for the performance period during which the
termination occurred) of any Performance Shares then held by
Mr. Myers, upon Mr. Myers' death, disability (as defined in the Myers
Agreement), or termination without cause. Under the Myers Settlement
Agreement, Mr. Myers' remaining option shares became vested on July
6, 1993, and he had 90 days in which to exercise his option shares.
On October 4, 1993, his option shares expired without having been
exercised.
Johnson Agreement. On December 31, 1993, Neil R. Johnson
resigned from the Company as Vice President and Treasurer. Mr.
Johnson had been Vice President of the Company since January 1989
and was elected as Treasurer in February 1993. Mr. Johnson also
served as Treasurer of the Company from December 1985 to October
1991. Mr. Johnson received lump sum separation compensation of
$89,934 as well as other benefits provided by the Officer Separation
Pay Plan described below.
On February 18, 1994, Ronald W. Marsh resigned from the Company
as Senior Vice President-General Manager, Retail Division. Mr. Marsh
had been Senior Vice President-General Manager, Retail Division of
the Company since October 1991. Mr. Marsh was Vice President of
Marketing and Product Management of Wilson Brands from October 1989
to October 1991 and was Director of Retail Marketing of Wilson Foods
prior thereto. When Mr. Marsh resigned, he had 6,666 vested option
shares. These options were not exercised and expired on May 19,
1994.
Transition Employment Agreements. The Company has entered into
Transition Employment Agreements with each of 15 of the key employees
of the Company, including all of the executive officers listed in the
"Summary Compensation Table" above, other than Mr. Hanes and
Mr. Myers (each an "Executive"). The Transition Employment Agreements
are effective for a period of two years after a Change of Control (as
defined in the Transition Employment Agreement) (the "Term" of the
Transition Employment Agreement), which includes, among other things,
a change in stock ownership whereby a person or group acquires a
sufficiently large block of Common Stock which, when voted with
shares solicited by proxy or written consent solicitation without the
benefit of a management supported proxy, would enable such person or
group to elect a member of the Board of Directors. If the Executive's
employment is terminated by the Company without Cause (as defined in
the Transition Employment Agreement) or by the Executive for Good
Reason (as defined in the Transition Employment Agreement), within
two years following a Change of Control, then (i) for the remainder
of the Term of the Transition Employment Agreement the Executive
shall continue to be paid his or her Compensation (as defined in the
Transition Employment Agreement); (ii) all Stock Options, Performance
Shares, and shares of Restricted Stock held by the Executive shall
vest; and (iii) the Executive shall have a period of three months to
exercise any such Stock Options. The Transition Employment Agreement
also provides: that the Company will indemnify the Executives to the
fullest extent permitted by the Certificate of Incorporation, the
Company's bylaws, and Delaware law; confidentiality and
noncompetition covenants by the Executives; notice requirements prior
to termination; and for continuation of pre-Change of Control pay
levels after a Change of Control.
Officer Separation Pay Plan. In 1993, the Company adopted a
separation pay plan for officers which takes effect on termination of
employment of an officer other than by voluntary resignation or for
cause. The plan provides that separation pay will be made up of a
lump sum of 75% of current annual base salary and current allowances
(i.e. auto allowance) for a six-month period for an officer who has
served for less than two years and for a 12-month period for an
officer who has served two years or more. Under the plan, an officer
may elect to receive separation pay as unreduced salary continuance
on the condition that benefits will terminate when the officer
obtains suitable employment. Such an officer will be eligible for
outplacement service (selected and paid for by the Company) as needed
for a maximum of six months. Incumbent officers on March 31, 1993,
the effective date of the plan, were deemed to have been officers for
two years.
Wilson Foods Corporation Retirement and Profit Sharing Plan for
Salaried Employees. On July 1, 1993, the Wilson Plan was merged into
the Doskocil Employee Investment Plan. Mr. Hanes, Mr. Marsh,
Mr. Merrick and Mr. Clapp were covered by the Wilson Plan until the
merger. The Wilson Plan provided defined contributions to individual
accounts of all qualified employees who are not eligible for
membership in a bargaining unit. The Wilson Plan provided basic
contributions out of Accumulated Net Profits (as defined in the
Wilson Plan) for a stated target benefit at age 65, with supplemental
contributions based upon Wilson Foods' current Net Profits (as
defined in the Wilson Plan). Effective July 1, 1989, contributions
to the Wilson Plan became 100% vested immediately. In Fiscal 1993,
payments were made under the Wilson Plan with respect to 1992. In
Fiscal 1993, contributions were made to the retirement account for
Mr. Hanes with respect to 1992 of $19,458. Total contributions for
all executive officers as a group in Fiscal 1993 with respect to 1992
$62,199. Total contributions for all employees (including officers
who are not executive officers) in Fiscal 1993 with respect to 1992
were $958,033.
Doskocil Employee Investment Plan. On July 1, 1993, the
Doskocil 401(k) Plan was amended and renamed the Doskocil Retirement
& Profit Sharing Plan (the "Doskocil Retirement Plan") and the Wilson
Plan was merged into the Doskocil Retirement Plan. Only Mr. Myers and
Mr. McCarley were covered by the Doskocil Retirement Plan for the
period January 1 to June 30, 1993. Thereafter, all of the named
officers were covered by that plan which provides that all eligible
employees of the Company who have attained the age of 18, have
completed 90 days of employment and are not subject to a collective
bargaining agreement are permitted to contribute up to 15% of their
salary to the Doskocil Retirement Plan. The Company makes
contributions on behalf of each participant of a matching amount up
to an employee contribution of 3% of such employee's salary. Under
the amended Plan, the Company also makes a 1% seed contribution to
the employee's account up to $250. Employees are fully vested at all
times with respect to all contributions to the Doskocil Retirement
Plan. Upon severance from service with the Company, participants are
entitled to a distribution in a single lump sum of their vested
interest in the Doskocil Retirement Plan. On November 27, 1988, the
Company's Board of Directors amended the Doskocil Retirement Plan to
merge the former Stoppenbach, Inc. Thrift Plan and Trust into the
Doskocil Retirement Plan. In 1991, the Company suspended the
purchase of the common stock of the Company as one of the investment
options under the Doskocil Retirement Plan.
Annual Incentive Plan. The Annual Incentive Plan was adopted by
the Board of Directors of the Company effective as of January 1,
1992. The primary purpose of the Annual Incentive Plan is to create
incentives which are designed to enhance the efficiency and
profitability of the Company and to provide participating key
employees with an opportunity to earn financial rewards in the form
of annual incentive payments if certain Performance Objectives (as
defined in the Annual Incentive Plan) are met. Any active key
management employee of the Company or of any subsidiary, division or
operating unit thereof, is eligible to participate in the Annual
Incentive Plan. The Annual Incentive Plan provides for the formation
of Incentive Award Groups, Target Incentive Levels, and Performance
Objectives (each as defined in the Annual Incentive Plan) for each
plan year. The payment of awards to participants is determined by the
extent to which certain Performance Objectives have been obtained
with respect to each plan year. No incentive awards were paid under
the Annual Incentive Plan for Fiscal 1993.
Doskocil Companies Incorporated 1992 Stock Incentive Plan. On
February 3, 1992, the Board of Directors of the Company adopted the
1992 Stock Incentive Plan. The 1992 Stock Incentive Plan authorizes
the Compensation Committee to grant awards during the period
beginning January 1, 1992 and ending December 31, 2001. On June 10,
1993, the 1992 Stock Incentive Plan was amended to increase the
reserved shares for issuance from 510,000 to 810,000. Under the 1992
Stock Incentive Plan, Restricted Stock awards, Performance Share
awards and option awards have been granted to the directors, to
certain executive officers listed on the preceding Summary
Compensation Table, and to other officers and employees of the
Company. The stock option awards have a per share exercise price
equivalent to the fair market value of the Common Stock on the date
of grant. The value of the stock options is related directly to the
market price of the Common Stock and thus to the long-term
performance of the Company.
Additional Information With Respect to Compensation Committee
Interlocks and Insider Participation in Compensation Decisions
Compensation Committee Interlocks and Insider
Participation. During Fiscal 1993, the Compensation Committee of the
Board of Directors of the Company was comprised of Terry W. Grimm,
Chairman, Richard N. Bauch, Dort A. Cameron III and Yvonne V. Cliff
(who became a member on March 22, 1993). None of the members of the
Compensation Committee has ever been (i) an employee or officer of
the Company or any of its subsidiaries or (ii) had any relationship
requiring disclosure under any paragraph of Item 404 or in
Item 402(j)(3) of Regulation S-K promulgated by the Commission, with
the exception of Mr. Bauch, who was an executive officer of the
Company from May 1987 to June 1989 and who served as an independent
contractor consultant to a subsidiary of the Company from January
until April of 1993.
PROPOSAL I. ELECTION OF DIRECTORS
At the Annual Meeting, the positions of the five Directors
whose current terms expire in 1994 are to be filled. The persons
elected to these positions shall hold office until their successors
are duly elected and qualified at the annual meeting of stockholders
in 1997 or until they earlier die, resign, or are removed from office
in accordance with applicable law. Messrs. Ammon, Bauch, Cameron,
Grimm and Joseph, who currently hold the five positions that are to
be filled at the Annual Meeting, are nominees for re-election at the
Annual Meeting for three-year terms expiring at the annual meeting of
stockholders in 1997. (See "DIRECTORS Directors Whose Terms Expire
In 1994" above which provides information with respect to each of the
nominees.)
It is the intention of the persons named in the enclosed proxy
to vote the shares of Common Stock represented thereby for the
election of these nominees unless authority therefor is withheld.
While it is not expected that any of the nominees will be unable or
unwilling to accept office, if for any reason any of them shall be
unable or unwilling to do so and a position on the Board of Directors
remains vacant as a result, then the proxies will be voted for a
nominee or nominees selected by the Board of Directors of the
Company. The Company knows of no family relationships between any
director or executive officer and any other director or executive
officer of the Company.
The election of the nominees to the Board of Directors will be
by plurality vote.
The Board of Directors recommends a vote FOR the election of these
nominees.
DEADLINE FOR STOCKHOLDER PROPOSALS
January 26, 1995, is the date by which proposals of the
stockholders of the Company intended to be presented at the annual
meeting of stockholders of the Company in 1995 must be received by
the Company for inclusion in the Company's proxy statement and form
of proxy relating to that meeting.
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors selected Coopers & Lybrand as the Company's independent
auditors for the 1994 fiscal year. Representatives of Coopers &
Lybrand will be present at the Annual Meeting and will be available
to respond to appropriate questions, with an opportunity to make a
statement if they so desire.
OTHER MATTERS
Management does not know of any matters to be brought before the
Annual Meeting other than as set forth in the notice thereof.
However, if any other matters properly come before the meeting, it is
the intention of the persons named in the enclosed proxy solicited to
vote such proxy in accordance with their judgment on such matters.
SOLICITATION OF PROXIES
The expenses of the solicitation of proxies for the Annual
Meeting, including the cost of mailing, will be borne by the Company.
In addition to solicitation by mail, officers and regular employees
of the Company may solicit proxies from stockholders by telephone,
telegram or personal interview. Such persons will receive no
additional compensation for such services. In addition, the Company
intends to request persons holding stock in their name as custodian,
or in the name of a nominee, to send proxy materials to their
principals and request authority for the execution of the proxies,
and the Company will reimburse such persons for their expense in
doing so.
ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K, including the
financial statements and the financial schedules, excluding exhibits
thereto, as filed with the Securities and Exchange Commission for
Fiscal 1993 is available at no charge to Stockholders upon written
request to the undersigned. The financial statements of the Company
for Fiscal 1993 and other information were sent to Stockholders as a
part of the Annual Report to Stockholders.
By Order of the Board of Directors,
Darian B. Andersen
Corporate Secretary
Dated: Oklahoma City, Oklahoma
May 27, 1994
