<PAGE> 1
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 sec.240.14a-11(c) or sec.240.14a-12
Ingles Markets, Incorporated
(Name of Registrant as Specified in Charter)
Ingles Markets, Incorporated
(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), or 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:
(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 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> 2
/ LOGO /
INGLES MARKETS, INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 22, 1994
To the Stockholders of Ingles Markets, Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Ingles Markets, Incorporated (the "Company") will be held at the Grove Park
Inn, 290 Macon Avenue, Asheville, North Carolina 28804, on Tuesday, February
22, 1994, at 1:00 P.M. local time, for the following purposes:
(1) To elect eight (8) Directors for the ensuing year; and
(2) To transact such other business as may properly come before the
meeting.
Holders of the shares of the Company's Class A Common Stock and Class
B Common Stock of record at the close of business on January 3, 1994 will be
entitled to notice of and to vote at the meeting.
Whether or not you expect to be present in person at the meeting,
please sign and date the accompanying proxy and return it promptly in the
enclosed postage paid reply envelope. This will assist us in preparing for the
meeting.
By Order of the Board of Directors
/s/ Robert P. Ingle
Robert P. Ingle
Chairman of the Board
January 17, 1994
Asheville, North Carolina
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE> 3
INGLES MARKETS, INCORPORATED
P. O. Box 6676
Highway 70
Asheville, North Carolina 28816
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Ingles Markets, Incorporated
(the "Company") to be voted at the Annual Meeting of the Stockholders of the
Company to be held on February 22, 1994, and any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting of Stockholders will be held at
the Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina 28804, on
Tuesday, February 22, 1994, at 1:00 p.m., local time. This proxy statement and
accompanying form of proxy were first sent or given to Stockholders on or about
January 17, 1994. The Company's Annual Report for the year ended September 25,
1993, is being sent, concurrently herewith, to each Stockholder of record. The
Company's principal executive offices are located at Highway 70, Asheville
(Black Mountain), North Carolina 28816.
Solicitation of Proxies
Proxies will be solicited by mail. Proxies may also be solicited by
officers and regular employees of the Company personally or by telephone or
telegraph, but such persons will not be specifically compensated for such
services. Banks, brokers, nominees and other custodians and fiduciaries will
be reimbursed for their reasonable and customary expenses in forwarding
soliciting material to their principals, the beneficial owners of Common Stock
of the Company. The expense of preparing, assembling, printing, mailing and
soliciting proxies will be borne by the Company.
Action to be Taken Under the Proxies
When a proxy in the enclosed form is properly executed and timely
returned, the shares represented thereby will be voted at the meeting in the
manner specified thereon. If the proxy is properly completed and returned but
no choice is specified thereon, it will be voted "FOR" the election of the
nominees for Directors set forth on page 5 under the heading "Election of
Directors".
Any Stockholder who properly executes and delivers a proxy may revoke
it at any time prior to it being exercised. Any proxy given pursuant to this
solicitation may be revoked by any Stockholder who attends the meeting and
gives oral notice of his or her election to vote in person, without compliance
with any other formalities. In addition, any proxy given pursuant to this
solicitation may be revoked prior to the meeting by delivering an instrument
revoking it or a duly executed proxy bearing a later date to the Secretary of
the Company.
The Company's management knows of no matter to be brought before the
meeting other than those mentioned herein. If, however, any other matters
properly come before the meeting, it is intended that the proxies will be voted
in accordance with the judgment of the person or persons voting such proxies.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Rights
The Company's Class A Common Stock, $.05 par value per share, and
Class B Common Stock, $.05 par value per share, are entitled to vote at the
meeting. The Board of Directors, pursuant to the By-laws of the Company, has
fixed January 3, 1994, at the close of business, as the record date for the
determination of Stockholders entitled to notice of and to vote at the meeting
or at any adjournment or adjournments thereof. At January 3, 1994, there were
4,327,346 shares of Class A Common Stock and 13,576,354 shares of Class B
Common Stock outstanding and entitled to be voted at the meeting.
1
<PAGE> 4
With respect to the election of eight Directors at the meeting,
holders of Class A Common Stock voting as a class shall elect two Directors and
holders of Class B Common Stock voting as a class shall elect the remaining six
Directors. Unless cumulative voting for Directors, as described below,
applies, each holder of Class A Common Stock and each holder of Class B Common
Stock shall have one vote for each share held as of the record date. The North
Carolina Business Corporation Act provides that, in connection with the
election of Directors at a meeting at which a quorum is present, the persons
receiving a plurality of the votes cast by the shares entitled to vote in the
election will be elected as Directors. For such purposes only votes for and
votes withheld will be counted. For purposes of any such vote, there are no
abstentions or broker nonvotes (i.e. votes with respect to which nominees
holding shares for beneficial owners have received a proxy and are deemed to be
present for purposes of determining if a quorum exists but have received no
instructions from the beneficial owner with respect to specific matters to be
voted upon and, accordingly, may not exercise discretionary voting power).
The North Carolina Business Corporation Act was amended to provide
that, unless the corporation is a public corporation as of the date the share
records are closed for purposes of setting a record date, every Stockholder of
a corporation (such as the Company) that was incorporated between July 1, 1957
and July 1, 1990 who is entitled to vote at an election of Directors shall have
the right to vote, in person or by proxy, the number of shares standing of
record in his name for as many persons as there are Directors to be elected and
for whose election he has a right to vote, or to cumulate his votes by giving
one candidate as many votes as the number of such Directors multiplied by the
number of his shares, or by distributing such votes on the same principle among
any number of such candidates. This right of cumulative voting shall not be
exercised unless some stockholder or proxy holder announces in open meeting,
before the voting for Directors starts, his intention to vote cumulatively.
Further, in the event of cumulative voting, discretionary authority is hereby
solicited so that, except as limited in any proxy, the proxy holders named in
the proxy shall have full authority to vote for the largest number of nominees
that can be elected by cumulative voting of the shares to which the proxy
relates or for such lesser number as instructed by the Board of Directors and
shall have full authority to distribute their votes among nominees for whom the
authority to vote has not been withheld in the proxy in any manner as
instructed by the Board of Directors. However, as of January 3, 1994, the
record date for the Annual Meeting, the Company is a public corporation for
such purposes. Therefore, cumulative voting would not be available.
With respect to all other matters to be voted upon, unless otherwise
provided in the Company's Articles of Incorporation or the North Carolina
Business Corporation Act, the holders of Class A Common Stock and Class B
Common Stock shall vote as a single class, with each holder of Class A Common
Stock being entitled to one vote for each share of Class A Common Stock held as
of the record date and each holder of Class B Common Stock being entitled to
ten votes for each share of Class B Common Stock held as of the record date.
For purposes of any such vote, if a quorum is present a proposal will pass if
the votes cast favoring the action exceed the votes cast opposing the action.
Accordingly, abstentions and broker non-votes (i.e. votes with respect to
which nominees holding shares for beneficial owners have received a proxy and
are deemed to be present for purposes of determining if a quorum exists but
have received no instructions from the beneficial owner with respect to
specific matters to be voted upon and, accordingly, may not exercise
discretionary voting power) will have no effect on the vote. At this time, the
Company does not know of any other matters to be presented for action at the
meeting.
A majority of the outstanding shares of each class of Common Stock
represented at the meeting, in person or by proxy, will constitute a quorum for
purposes of voting on the election of Directors. The representation at the
meeting, in person or by proxy, of shares having a majority of the aggregate
votes of both classes of Common Stock will constitute a quorum for voting on
any other matters that may be presented to the meeting.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of December 27, 1993, certain
information with respect to the Company's Class A and Class B Common Stock
owned beneficially by each Director, by each Nominee for election as a
Director, by each of the Executive Officers of the Company named in the Summary
Compensation Table on page 10, by all Directors and Executive Officers as a
group and by each person known by the Company to be a beneficial owner of more
than 5% of either class of the outstanding Common Stock of the Company. Except
as otherwise indicated, each beneficial owner has sole voting and investment
power:
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<PAGE> 5
<TABLE>
<CAPTION>
Number of Shares Owned Percentage of
Beneficially Common Stock (1)
--------------------------------- ---------------------------
Name Class A(2) Class B(2) Class A(2) Class B(2)
- ---- -------------- ---------------- ------------- ------------
<S> <C> <C> <C> <C>
Robert P. Ingle (3) None 10,250,250 (4)(5) 70.3% (2) 75.5%
Ingles Markets, Incorporated
Employee Profit Sharing Plan
and Trust (3) None 2,252,700 34.2% (2) 16.6%
Merchant Distributors, Inc.(6) 269,900 150,150 9.4% (2) 1.1%
Joseph G. Ashley (3) 115 None * -
Anthony S. Federico(3) None 138,075 3.1% (2) 1.0%
Jack R. Ferguson(3) 300 None (4) * -
Vaughn C. Fisher(3) None 23,000 (4) * (2) *
Ralph H. Gardner(3) 15,800 (7) 750 * (2) *
Landy B. Laney(3) None 44,163 * (2) *
John O. Pollard 100 None * -
J. Alton Wingate 1,100 150 * (2) *
All Directors and
Executive Officers
as a group (13 persons) 27,910 (7) 10,456,538 (4)(5) 70.9% (2) 77.0%
</TABLE>
*Less than 1%
(1) The percentage of stock ownership does not reflect any dilution
that may be attributable to the conversion of the Company's outstanding
$37,464,000 principal amount of Convertible Subordinated Debentures due October
15, 2008. The current conversion price is $11.10 per share.
(2) Each share of Class B Common Stock is convertible, at any time,
at the option of the holder, into one share of Class A Common Stock. Upon any
transfer of Class B Common Stock (other than to immediate family members and
the Company's Employee Profit Sharing Plan), each share of Class B Common Stock
is automatically converted into a share of Class A Common Stock. Accordingly,
the percentages of Class A Common Stock set forth in the table above for each
holder of Class B Common Stock reflects the Class A Common Stock into which
such stockholder's shares of Class B Common Stock are convertible. However,
such converted shares are not taken into consideration in calculating such
percentages for any other stockholder, except for the shares of Class A Common
Stock held by all Directors and Executive Officers as a group.
(3) The address of each of these beneficial owners is P.O. Box 6676,
Highway 70, Asheville, North Carolina 28816.
(4) Does not include 2,252,700 shares held by the Employee Profit
Sharing Plan and Trust, of which Messrs. Ingle, Ferguson and Fisher are
trustees, and with respect to which they have the sole right to vote.
(5) Includes 48,600 shares of Class B Common Stock held by Mr.
Ingle's wife.
(6) The address of this beneficial owner is 120 4th Street, S. W.,
Hickory, North Carolina 28601.
(7) Includes 300 shares of Class A Common Stock held by Mr. Gardner's
wife.
3
<PAGE> 6
ELECTION OF DIRECTORS
The entire Board of Directors of the Company will be elected for a
term of one year and until their successors are elected and qualified. The
Company's By-laws provide that there shall be not less than five, nor more than
eleven, Directors. The Board of Directors has determined that the number of
Directors be fixed at eight members for the ensuing year. Two of the Directors
will be elected by a vote of the holders of the Class A Common Stock and the
remaining six Directors will be elected by a vote of the holders of the Class B
Common Stock. It is the intention of the persons named in the accompanying
proxy form to vote for the election of the nominees identified below. If for
any reason any such nominee is not a candidate when the election occurs, which
event is not anticipated, it is the intention of the persons named in the
accompanying proxy form to vote for the remaining nominees named and to vote in
accordance with their best judgment if any substitute nominees are named for
any nominees who are unable to serve or who for good cause will not serve. All
of the nominees are currently Directors.
Identification of Directors and Executive Officers
The following information relating to age, positions with the Company
and principal employment has been furnished by the respective Directors and
Executive Officers. Except as otherwise indicated, each Director and Executive
Officer has been or was engaged in his or her present or last principal
employment, in the same or a similar position, for more than five years. None
of the Directors or Executive Officers, other than Messrs. Ingle and Wingate,
is a director of any other publicly-owned company.
<TABLE>
<CAPTION>
Information About Directors
Name or Executive Officers
- -------------------- ----------------------------------------------------------------------------------------------------------
<S> <C>
Robert P. Ingle Chairman of the Board of Directors and Chief Executive Officer since the incorporation of the Company in
1965, he was President of the Company until 1982. Mr. Ingle also serves on the Asheville Board of
Directors Advisory Board of the First Union National Bank of North Carolina, Asheville. Mr. Ingle is 60.
Landy B. Laney A Director since 1972, Mr. Laney has also served as an Executive Officer of the Company since that time.
He has been President and Chief Operating Officer of the Company since 1982. Mr. Laney is 62.
Joseph G. Ashley Mr. Ashley has served as Vice President-Meats since he joined the Company in May 1991. Prior to joining
the Company, Mr. Ashley served as a regional supervisor of meat operations for Food Lion, Inc., a regional
supermarket chain, since 1973. Mr. Ashley is 46.
Brenda S. Cranford A certified public accountant, she joined the Company in 1984 and served as general accounting manager
until 1988 when she became Controller and Secretary of the Company. Ms. Cranford previously had been
employed as an accountant with the Asheville, North Carolina office of Strand, Skees, Jones & Company,
certified public accountants, for three years. Ms. Cranford is 36.
Anthony S. Federico Mr. Federico has served as a director since May 1991 and as Vice President, Non-Foods since October 1992.
Prior to joining the Company in October 1992, he served as President of Ultimate Foods Sales, Inc., a food
brokerage company based in Asheville, North Carolina, which he founded in 1985. Mr. Federico is 34.
Jack R. Ferguson Mr. Ferguson has served as a Director and as the Vice President-Finance and Chief Financial Officer of the
Company since 1988. Prior to joining the Company in 1987, Mr. Ferguson served as Treasurer of BI-LO,
Inc., a regional supermarket chain, where he was employed since 1971. Mr. Ferguson is 53.
Vaughn C. Fisher A Director since 1985, he joined the Company in 1972 and presently serves as the Company's Vice President-
Sales Manager. Mr. Fisher is 56.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
Ralph H. Gardner A Director since 1985, he is President of Milkco, Inc., the Company's subsidiary which conducts its dairy
operations. Mr. Gardner worked for Kraft, Inc. as Area Sales Manager for 34 years prior to joining the
Company as an officer in 1982. He is 73.
Gordon S. Myers He has served as Vice President - Real Estate since he joined the Company in March 1993. Prior to joining
the Company, Mr. Myers served as President of Commercial Developers, Inc., a real estate company which he
owns. Prior to his employment, Mr. Myers served the Company as a consultant in matters relating to real
estate. He is 49.
James P. Owens Mr. Owens has served as Vice President-Deli/Bakery since he joined the Company in September 1991. Prior to
joining the Company, Mr. Owens served as deli/bakery director of Harvest Foods, Inc., a regional
supermarket chain, from 1988-1991 and in the same capacity for Safeway Stores, Inc., a national supermarket
chain, from 1979-1988. Mr. Owens is 41.
John O. Pollard A Director since 1987, he is a partner in the Charlotte, North Carolina law firm of Blakeney & Alexander,
with which he has been affiliated since 1973. Mr. Pollard is 56.
Leonard E. Tasler He has served as Vice President - Produce since he joined the Company in March 1993. Prior to joining the
Company, Mr. Tasler served as Senior Produce Buyer for Safeway Stores, Inc., Omaha, Phoenix, and Denver
division, a national supermarket chain, from 1973 through 1993. He is 39.
J. Alton Wingate A Director since 1987, he is Chairman and Chief Executive Officer of Community Bank & Trust, Cornelia,
Georgia, where he has been employed as an executive officer since 1977. Mr. Wingate also serves as
president, chief executive officer and a director of Financial Supermarkets, Inc. and Community Bankshares,
Inc. Mr. Wingate also serves as a director of Community Bank & Trust, Commerce, Georgia, and Cherokee
National Life Insurance Company. Mr. Wingate is 54.
</TABLE>
Messrs. Pollard and Wingate have been nominated by the Board of
Directors for election by the holders of the Class A Common Stock. Messrs.
Ingle, Laney, Federico, Ferguson, Fisher and Gardner have been nominated by the
Board of Directors for election by the holders of the Class B Common Stock.
Directors serve until the next annual meeting or until their
successors are elected and qualified.
Anthony S. Federico is the son-in-law of Robert P. Ingle. There are
no other family relationships among any of the Directors or Executive Officers
of the Company.
Meetings and Committees of the Board of Directors
The Board of Directors held four (4) formal meetings during the 1993
fiscal year. Each incumbent Director attended at least 75% of all meetings of
the Board of Directors and of the committees of the Board of Directors
described below during the period in the 1993 fiscal year in which he served as
a Director.
The Board of Directors has an Executive Committee, consisting of
Messrs. Ingle, Laney and Fisher. The Executive Committee will carry out the
functions of the full Board of Directors between meetings of the full Board,
excepting powers which may not be delegated to such Committee under the North
Carolina Business Corporation Act. During the 1993 fiscal year, the Executive
Committee met frequently on an informal basis but did not hold any formal
meetings.
The Audit/Compensation Committee of the Board of Directors consists of
Messrs. Ingle, Pollard and Wingate. The Audit/Compensation Committee held one
(1) formal meeting during the 1993 fiscal year.
The Company has no standing nominating committee.
5
<PAGE> 8
EXECUTIVE COMPENSATION
General
In order to generally improve stockholders' understanding of all forms
of compensation paid to senior executives, the criteria used to reach such
compensation decisions, and any relationship between executive compensation and
corporate performance, the Securities and Exchange Commission (the "SEC")
adopted new rules regarding the form and substance of the textural and tabular
disclosure of executive compensation by publicly-held corporations to their
stockholders. These new rules had not been fully implemented with respect to
the Company's last proxy statement. Accordingly, the following disclosure
regarding executive compensation is somewhat different from what has been
included in the Company's proxy statements in years past.
The Company's Chief Executive Officer regularly reviews and makes
final subjective determinations (in certain instances in consultation with the
Chief Operating Officer) with respect to compensation of the Company's
Executive Officers and other employees. The Board of Directors appointed its
Chief Executive Officer and two of its independent, non-employee members to
serve on the Audit/Compensation Committee and empowered the committee to:
*Recommend the appointment or removal of the Company's independent
auditors, review the scope and results of the independent audit of the Company,
review audit fees and review changes in accounting policies that have a
significant effect on the Company's financial reports.
*Approve compensation levels and increases of each Executive Officer
and of other employees of the Company whose annual base salary is in excess of
$100,000.
*Approve all incentive payments to Executive Officers and any
incentive payments in excess of $25,000, paid in cash or property, in any
calendar year to any other employee.
*Undertake administration of employee benefit plans.
Neither the full Board of Directors nor the Audit/Compensation
Committee generally reviews or ratifies the Chief Executive Officer's decisions
relating to executive compensation. However, decisions are made by the Board
of Directors in the event that such decisions require the adoption of documents
relating to employee benefit plans or programs or the delegation to the
Audit/Compensation Committee of administrative responsibilities with respect to
such plans or programs. In addition, the Audit/Compensation Committee makes
decisions with respect to compensation levels and increases for employees whose
base salary is in excess of $100,000 and incentive compensation in excess of
$25,000. Decisions about grants or awards under the Company's stock-based
employee benefit plans are made solely by the Audit/Compensation Committee
where Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires that such grants or awards be made by a
"disinterested" committee.
The SEC's rules addressing disclosure of executive compensation in
proxy statements generally require the Company to include in this Proxy
Statement a report from the Audit/Compensation Committee addressing, with
respect to the most recently completed fiscal year, (a) the Company's policies
regarding executive compensation generally, (b) the factors and criteria
considered in setting the compensation of the Company's Chief Executive
Officer, Robert P. Ingle, and (c) any relationship between such compensation
and the Company's performance.
Accordingly, set forth below, for inclusion in this Proxy Statement,
is the report submitted by Messrs. Robert P. Ingle, John O. Pollard and J.
Alton Wingate in their capacity as the Company's Audit/Compensation Committee.
Audit/Compensation Committee Report on Executive Compensation
Executive Compensation Policies
Other than determining the amount of the bonuses to be paid pursuant
to the Company's Executive Committee Bonus Pool (described below under the
caption "Salaries and Cash Incentive Bonus Awards"), during the 1993 fiscal
year, the Audit/Compensation Committee of the Board of Directors did not
participate in any policy making decisions with respect to the establishment of
the compensation of the Company's Executive Officers. However, the
Audit/Compensation Committee is required to approve the fixing of any salary in
excess of $100,000 and any incentive compensation in excess of $25,000. All
other compensation decisions regarding the Company's Executive Officers that
were made during the 1993 fiscal year were made primarily by Mr. Ingle (in
certain instances in consultation with Mr. Laney).
6
<PAGE> 9
Salaries and Cash Incentive Bonus Awards
The salary levels fixed for Messrs. Ingle and Laney were first set
forth in employment agreements with the Company which were entered into in 1987
in connection with the Company's initial public offering. Messrs. Ingle and
Laney entered into such employment contracts with the Company in 1987 to insure
continuity of management during the three fiscal years after the initial public
offering. While both of these agreements expired at the end of the 1990 fiscal
year, Messrs. Ingle's and Laney's salaries for fiscal years 1991 and 1992 and
the first two months of fiscal 1993 were maintained at the levels set forth in
the agreements. However, as a result of a decline in the financial performance
of the Company during fiscal 1992, effective December 6, 1992, Messrs. Ingle
and Laney each agreed to reductions in their annual salaries to $170,000 and to
$300,000, respectively.
Mr. Ingle's salary was fixed in accordance with a three-year
employment agreement with the Company dated as of December 6, 1992. Mr.
Ingle's employment agreement includes a bonus provision and certain other
benefits. Mr. Ingle's employment agreement is substantially the same as the
employment agreement he entered into with the Company in 1987, other than the
amount of his base salary. The employment agreement provides that the Company
will pay Mr. Ingle a bonus if certain financial results are achieved by the
Company during the preceding fiscal year. The bonus is determined by
subtracting 15% of the net worth of the Company at the beginning of the
applicable fiscal year from the Company's annual adjusted pre-tax income
(determined without regard to cash bonuses to be paid to Mr. Ingle and any
unusual and non-recurring items of income or expense). If the result is
positive, Mr. Ingle's bonus would be determined by multiplying the difference
by 20%. However, no bonus was earned in fiscal 1993 under the terms of the
agreement.
In addition, Mr. Ashley's salary was fixed at $150,000 per year
pursuant to an oral agreement between Mr. Ashley and the Company prior to his
accepting employment with the Company.
Of the five Executive Officers of the Company named in the Summary
Compensation Table on page 10, three of the Executive Officers received
compensation in an amount that was based on corporate performance. In the
instances where the decision has been made to link compensation of Executive
Officers to operating performance, the link has been achieved by fixing
salaries and basing bonuses paid on performance. Accordingly, while Mr.
Gardner's salary is fixed at $60,000 per year, his annual bonus is tied to the
pre-tax income (before bonus) of Milkco, Inc. In addition, bonuses for Messrs.
Ashley and Ferguson are linked to the operating performance of the Company.
Stock Option Plans
Stock Option Agreements with Executive Officers. As of July 21, 1993,
the Company entered into nonqualified stock option agreements with each of
Messrs. Ingle and Laney under which an aggregate of 100,000 shares of the
Company's Class A Common Stock may be issued to each of them. Each individual
option may be exercised from time to time on and after July 21, 1994 until July
20, 1998 at an option price of $6.00 per share. The option may also be
exercised at any time upon the death of the optionee prior to July 20, 1998.
1991 Nonqualified Stock Option Plan. In August 1991, the Company
adopted a nonqualified stock option plan (the "1991 Plan"), which provides for
the grant of nonqualified options for the purchase of an aggregate of up to
1,000,000 shares of Class A Common Stock to be issued to key employees. Such
employees must be salaried employees who are officers or employed in an
executive, administrative or professional capacity by the Company. Options
will be awarded to such employees and in such amounts as determined by the
Audit/Compensation Committee. The Audit/Compensation Committee may establish
the purchase price of the stock at the time the option is granted, but such
price may not be less than 100% of the fair market value of the Class A Common
Stock on the date of the grant.
The options may be exercised within a period of three months after a
period of five years from the date of issuance of the option or upon the death,
disability or retirement of the employee holding the option. The Company, in
lieu of issuing Class A Common Stock to the employee, may at its option pay the
employee in cash the difference between the fair market value of the Class A
Common Stock at the date of the issuance of the option and the fair market
value at the date of exercise.
During the 1993 fiscal year, options to purchase 200,000 shares at
$5.75 per share were granted under the 1991 Plan to two (2) Executive Officers
and 200,000 at $6.00 per share were granted under the 1991 Plan to two (2)
Executive Officers. During fiscal 1993, no options were cancelled. As of
September 25, 1993, no options had been exercised, no options were exercisable,
options to purchase 896,000 shares were outstanding and options to purchase
104,000 shares were available for future grants under the 1991 Plan.
7
<PAGE> 10
1987 Employee Incentive Stock Option Plan. In 1987, the Company
adopted an incentive stock option plan (the "ISO Plan"), which provides for the
grant of incentive stock options for the purchase of an aggregate of up to
250,000 shares of Class A Common Stock to be issued to key employees. Such
employees must be salaried employees who are officers or employed in an
executive, administrative or professional capacity by the Company and must
possess less than 10% of the total combined voting power of all classes of
stock of the Company immediately after the option is granted. Options will be
awarded to such employees and in such amounts as determined by the
Audit/Compensation Committee. The Audit/Compensation Committee may establish
the purchase price of the stock at the time the option is granted, but such
price may not be less than 100% of the fair market value of the Class A Common
Stock on the date of the grant.
The options may be exercised within a period of three months after a
period of five years from the date of issuance of the option or upon the death,
disability or retirement of the employee holding the option. The Company, in
lieu of issuing Class A Common Stock to the employee, may at its option pay to
the employee in cash the difference between the fair market value of the Class
A Common Stock at the date of the issuance of the option and the fair market
value at the date of exercise.
During the 1993 fiscal year, 40,000 options were granted under the ISO
Plan and options for 46,000 shares of Class A Common Stock were cancelled. As
of September 25, 1993, no options have been exercised, options to purchase
163,500 shares were outstanding and options to purchase 86,500 shares were
available for future grants under the ISO Plan. As of September 25, 1993,
22,500 option shares are exercisable. Since the inception of the ISO Plan
through September 25, 1993, options to purchase 125,000 shares have been
cancelled.
1983 Nonqualified Stock Option Plan. All options that were granted
under the Company's 1983 Nonqualified Stock Option Plan (the "1983 Plan") have
either been exercised or expired.
No options under the 1983 Plan were granted to any Executive Officer
or other employees during the 1993 fiscal year and no further options may be
granted under the 1983 Plan.
During the 1993 fiscal year, no options were cancelled. During the
1993 fiscal year, no options were exercised by any Executive Officers of the
Company.
Deferred Compensation Plans
Employee Investment/Profit Sharing Plan. The Company maintains the
Ingles Markets, Incorporated Profit Sharing Plan (the "Profit Sharing Plan")
for the benefit of its eligible employees. The amounts allocated to each
employee are held in trust to be distributed at the time of retirement,
disability, death or other termination of employment.
The Company contributes to the Profit Sharing Plan each year an amount
determined by the Company's Board of Directors. Contributions are allocated
among participating employees based on salaries. The Company's contribution
under the Profit Sharing Plan during the fiscal year ended September 25, 1993
for all employees was $775,000. The Company's contributions to each of the
Executive Officers named in the Summary Compensation Table on page 10 are
reflected in the last column of that table. As of September 25, 1993, all of
the Company's Executive Officers who are named in the Summary Compensation
Table on page 10 and who had account balances under the Profit Sharing Plan
were 100% vested in their accounts, except for Jack R. Ferguson who was 80%
vested and Joseph G. Ashley who was 0% vested. Participants' interests in
contributions allocated to their accounts vest over seven years.
Prior to September 28, 1986, the Profit Sharing Plan was known as the
Employee Stock Bonus Plan and Trust (the "Stock Bonus Plan"), the assets of
which consisted principally of shares of Common Stock of the Company.
Effective September 28, 1986, the Stock Bonus Plan was restated and amended to
become a profit sharing plan.
Effective February 2, 1994, a 401(k) feature will be added to the
Profit Sharing Plan and it will be renamed the "Ingles Markets, Incorporated
Investment/Profit Sharing Plan". Effective February 2, 1994, employees
participating in the Profit Sharing Plan may contribute from one percent (1%)
to ten percent (10%) (in increments of one percent (1%)) of their compensation
by way of salary reductions not to exceed a maximum amount that varies annually
(the indexed amount in 1993 was $8,994) in accordance with the Internal Revenue
Code of 1986, as amended (the "Code"). The Profit Sharing Plan, as amended,
will permit, but not require, discretionary employer matching contributions.
The Profit Sharing Plan will also continue to permit, but not require,
discretionary employer profit sharing contributions. The Company will also
make
8
<PAGE> 11
available to Profit Sharing Plan participants the ability to direct the
investment of the participants' contributions in various investment funds.
Executive Committee Bonus Pool. In July 1987, the Company adopted an
Executive Committee Bonus Pool (the "Bonus Pool") pursuant to which cash
bonuses may be paid to members of the Executive Committee of the Company's
Board of Directors, other than Robert P. Ingle. At the present time, the
Executive Committee members eligible to participate in the Bonus Pool are
Messrs. Laney and Fisher. The aggregate amount of bonuses to be paid pursuant
to the Bonus Pool in each year and the amount of bonuses paid to each
participant are determined by the Audit/Compensation Committee of the Board of
Directors. Such bonuses may not exceed, in the aggregate, 20% of the Company's
adjusted pre-tax income (as defined in the Bonus Pool), after allowing for a
15% return on net worth. Total Bonus Pool payments during the 1993 fiscal year
to the Executive Officers of the Company named in the Summary Compensation
Table on page 10 are included in the column headed "Bonus" in that table.
Life Insurance. The Company maintains, at the Company's expense, a
life insurance policy on the lives of each full time employee of the Company
for the benefit of such employee in amounts up to $150,000 based on the W-2
compensation of each employee. The premiums paid by the Company for the
Executive Officers named in the Summary Compensation Table on page 10 are
reflected in the last column of that table.
SUBMITTED BY THE AUDIT/COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS:
Robert P. Ingle John O. Pollard J. Alton Wingate
Executive Compensation Summary
The table on on page 10 summarizes the compensation paid by the
Company to (a) the Company's Chief Executive Officer and (b) to the Company's
four most highly compensated Executive Officers (other than the CEO) whose
total annual salary and bonus for the 1993 fiscal year equaled or exceeded
$100,000 and who were serving as Executive Officers at the end of the 1993
fiscal year. The table reflects all compensation received by each such officer
for services rendered in all capacities to the Company and its subsidiaries
that was paid during the Company's 1993, 1992 and 1991 fiscal year.
9
<PAGE> 12
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
---------------------------------- -------------------------- -----------
Securities Long Term
Other Restricted Under- Incentive
Name and Annual Stock lying Plan All Other
Principal Fiscal Compensa- Awards Options Payouts Compensation
Position Year Salary($)* Bonus($) tion($) ($) (#) ($) ($)
- ------------------------ ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Ingle 1993 $177,747 -- -- -- 100,000 (1) -- $ 2,975 (2)
Chairman and Chief 1992 200,000 -- -- -- -- -- 3,383
Executive Officer 1991 199,317 -- -- -- -- -- 3,875
Landy B. Laney 1993 313,049 -- -- -- 100,000 (1) -- 3,741 (3)
President and Chief 1992 350,000 -- -- -- -- -- 3,715
Operating Officer 1991 350,000 -- -- -- -- -- 4,038
Ralph H. Gardner 1993 60,000 $106,537 -- -- -- -- 2,860 (4)
President of 1992 60,000 134,541 -- -- -- -- 3,354
Milkco, Inc. 1991 60,000 101,476 -- -- -- -- 3,253
Joseph G. Ashley 1993 151,236 1,152 -- -- -- -- 2,577 (5)
Vice President-Meats 1992 150,000 -- -- -- 100,000 (6) -- 252
1991 (7) 54,808 -- -- -- -- -- 105
Jack R. Ferguson 1993 100,824 20,783 -- -- -- -- 2,064 (8)
Vice President-Finance 1992 100,000 21,475 -- -- 100,000 (6) -- 2,105
and Chief Financial 1991 98,846 42,722 -- -- -- -- 2,802
Officer
________________________________
</TABLE>
* The Company changed its pay week in fiscal 1993 from Sunday through Saturday
to Wednesday through Tuesday which resulted in an increase in salaries as
compared to the salaries disclosed in the Audit/Compensation Committee Report
on Executive Compensation beginning on page 6. In addition, the salaries paid
to Messrs. Ingle and Laney were reduced after the beginning of the 1993 fiscal
year. (See "Salaries and Cash Incentive Bonus Awards", page 7).
(1) An option to purchase 100,000 shares of Class A Common Stock granted
pursuant to a stock option agreement with the Executive Officer.
(2) Comprised of $2,723 of contributions by the Company to its Employee
Profit Sharing Plan and $252 insurance premiums paid by the Company with
respect to term life insurance for Mr. Ingle's benefit.
(3) Comprised of $3,489 of contributions by the Company to its Employee
Profit Sharing Plan and $252 insurance premiums paid by the Company with
respect to term life insurance for Mr. Laney's benefit.
(4) Comprised of $2,608 of contributions by the Company to its Employee
Profit Sharing Plan and $252 in insurance premiums paid by the Company with
respect to term life insurance for Mr. Gardner's benefit.
(5) Comprised of $2,325 of contributions by the Company to its Employee
Profit Sharing Plan and $252 insurance premiums paid by the Company with
respect to term life insurance for Mr. Ashley's benefit.
(6) An option to purchase 100,000 shares of Class A Common Stock granted
pursuant to the Company's 1991 Nonqualified Stock Option Plan.
(7) Mr. Ashley joined the Company in May 1991 (19 weeks).
(8) Comprised of $1,860 of contributions by the Company to its Employee
Profit Sharing Plan and $204 in insurance premiums paid by the Company with
respect to term life insurance for Mr. Ferguson's benefit.
10
<PAGE> 13
Stock Option Plans
The following table sets forth with respect to each of the Executive
Officers named in the Summary Compensation Table on page 10 (a) the number of
shares of Class A Common Stock and any other securities underlying all
individual grants of stock options made by the Company and its subsidiaries
during the 1993 fiscal year (no grants of stock appreciation rights ("SARs")
freestanding or tandem, have ever been made by the Company), (b) the ratio that
the number of options granted to each individual bears to the total number of
options granted to all employees of the Company during the 1993 fiscal year,
(c) the per-share market price of the shares of Class A Common Stock underlying
the options, (d) the per-share exercise price of the options, (e) the
expiration date of the options, and (f) the estimated potential realizable
value of each grant of options assuming that each option is exercised on the
expiration date and that the market price per share of the underlying Class A
Common Stock appreciates in value from the market price on the date of the
option grant to the expiration date of the option at assumed annualized rates
of appreciation (compounded annually over the term) of zero percent (0%), five
percent (5%) and ten percent (10%), respectively:
OPTION GRANTS IN THE 1993 FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realized Value
at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Terms
------------------------------------------------------ --------------------------------------
Number of % of Total Market
Securities Options Price
Underlying Granted to on Grant
Options Employees Date Exercise Expiration
Name Granted (#) in Fiscal Year ($/Sh) Price ($/Sh) Date 0% ($) 5% ($) 10%($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Ingle 100,000 (1)(2) 15.6% $7.75 $6.00 (2) 07/20/98 (3) $175,000 (4) $389,118 (4) $648,145(4)
Chairman and Chief
Exective Officer
Landy B. Laney 100,000 (1)(2) 15.6% $7.75 $6.00 (2) 07/20/98 (3) $175,000 (4) $389,118 (4) $648,145(4)
President and Chief
Operating Officer
Ralph H. Gardner _ _ _ _ _ _ _ _
President of Milkco, Inc.
Joseph G. Ashley _ _ _ _ _ _ _ _
Vice President-Meats
Jack R. Ferguson _ _ _ _ _ _ _ _
Vice President-Finance
and Chief Financial Officer
_____________________________
</TABLE>
(1) Represents an option to purchase 100,000 shares of Class A Common Stock
granted pursuant to a stock option agreement entered into with the optionee.
If the Company is the surviving corporation in a merger, consolidation or
reorganization, the option will be exercisable, if at all, with respect to the
same number and kind of securities to which the optionee would have been
entitled had he then been the record holder of 100,000 shares of Class A Common
Stock.
(2) The number of shares of Class A Common Stock covered by the option and the
exercise price will be proportionately adjusted for any increase or decrease in
the number of issued shares of Class A Common Stock effected without receipt of
consideration by the Company, such as in a subdivision or consolidation of the
stock or by the payment of a stock dividend.
(3) This option is exercisable during the four (4) year period beginning on
July 21, 1994.
(4) The potential realizable value equals the assumed appreciated market price
per share less the $6.00 per share exercise price which is then multiplied by
the number of shares of Class A Common Stock underlying the option. The 0%
rate of appreciation reflects the built-in gain reflected in the difference
between the market price on the grant date and the exercise price. The 5% rate
of appreciation approximates an historic rate of appreciation determined by
comparing the appreciation in the market price over a five-year period
comparable to the term of the option. From December 7, 1988 to December 10,
1993, the per share closing sale price of the Class A Common Stock increased
from $9.00 to $11.125.
11
<PAGE> 14
The following table sets forth with respect to each of the Executive
Officers named in the Summary Compensation Table on page 10 (a) the number of
shares received upon the exercise of any option during the 1993 fiscal year,
(b) the aggregate dollar value realized upon the exercise of any option, (c)
the total number of shares of Class A Common Stock and any other securities
underlying all outstanding, unexercised options held at the end of the 1993
fiscal year, separately identifying the exercisable and unexercisable options,
and (d) the aggregate dollar value (determined by calculating the difference
between the fair market value of the shares of Class A Common Stock underlying
the option and the aggregate exercise price of the option at fiscal year end)
of all such unexercised options that are in-the-money (i.e., when the fair
market value of the underlying Class A Common Stock exceeds the exercise price
of the option), separately identifying the exercisable and unexercisable
options:
AGGREGATED OPTION EXERCISES IN THE
1993 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value
Underlying Unexercised
Unexercised In-The-Money
Options at Options at
FY-End(#) FY-End($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Ingle _ _ 0/100,000 (1) $0/ $262,500 (2)
Chairman and Chief
Exective Officer
Landy B. Laney _ _ 0/100,000 (1) $0/ $262,500 (2)
President and Chief
Operating Officer
Ralph H. Gardner _ _ _ _
President of Milkco, Inc.
Joseph G. Ashley _ _ 0/100,000 (3) $0/ $175,000 (4)
Vice President-Meats
Jack R. Ferguson _ _ 0/100,000 (3) $0/ $175,000 (4)
Vice President-Finance
and Chief Financial Officer
____________________________
</TABLE>
(1) Represents an option to purchase 100,000 shares of Class A Common Stock
granted to the Executive Officer pursuant to a stock option agreement. This
option is unexercisable and will only be exercisable during the 48-month period
beginning on July 21, 1994 or upon the Executive Officer's earlier death.
(2) The fair market value of the company's Class A Common Stock on September
25, 1993 was $8.625 per share. The exercise price of the option is $6.00 per
share.
(3) Represents an option to purchase 100,000 shares of Class A Common Stock
granted to the Executive Officer pursuant to the Company's 1991 Nonqualified
Stock Option Plan. All of these options are unexercisable an will only be
exercisable during the three- month period beginning on November 20, 1996, or
upon the earlier death, disability or retirement of the Executive Officer.
(4) The fair market value of the Company's Class A Common Stock on September
25, 1993 was $8.625 per share. The exercise price of the option is $6.875 per
share.
12
<PAGE> 15
Compensation of Non-Management Directors
Directors who are not officers of the Company receive a fee of $500
for attending meetings of the Board of Directors.
Additional Information with Respect to Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
All compensation decisions made during fiscal year 1993 that were not
made exclusively by the Audit/Compensation Committee were made by Mr. Ingle (in
certain instances in consultation with Mr. Laney).
The only member of the Audit/Compensation Committee who was an officer
or employee of the Company and its subsidiaries during the 1993 fiscal year was
Mr. Ingle. The other members of the Audit/Compensation Committee, Messrs.
Pollard and Wingate, were not, during the 1993 fiscal year or any prior fiscal
year, officers or employees of the Company or its subsidiaries.
While Messrs. Pollard and Wingate do not have any employment
relationship with the Company, they do have certain other relationships with
the Company. In particular, Mr. Pollard is a partner in the Charlotte, North
Carolina, law firm of Blakeney & Alexander which, from time to time, handles
labor matters for the Company. Blakeney & Alexander bills the Company on a
calendar year basis. During calendar 1993, Blakeney & Alexander accrued $97,504
in fees for such services. Mr. Wingate is President of Financial Supermarkets,
Inc. which along with Community Bank & Trust are subsidiaries of Community
Bankshares, Inc. Financial Supermarkets, Inc. represents the Company and other
supermarkets in connection with the placement of banks within supermarkets.
During fiscal year 1993, the Company paid Community Bank & Trust $73,622 in
fees for such services by Financial Supermarkets, Inc.
The Company believes that the transactions described above have been
and, where applicable, continue to be on terms no less favorable to the Company
than those available from unaffiliated third parties in arms-length
transactions. See also "Certain Relationships and Related Party Transactions"
on page 15.
Performance Graph
Set forth on page 14 is a line-graph comparing the following on an
indexed basis for the five-year period beginning at the market close on the
first trading day of the Company's 1989 fiscal year and ending on September 25,
1993 (the "Measurement Period"):
(a) the yearly percentage change in the Company's cumulative
stockholder return on the Company's Class A Common Stock, which was measured by
dividing (i) the sum of (A) the cumulative amount of dividends during the
five-year period (assuming monthly dividend reinvestment on the ex-dividend
date at the dividend yield rate using stock price at month end) and (B) the
difference between the share price of the Company's Common Stock at September
25, 1993 and at the beginning of the Measurement Period, by (ii) the share
price at the beginning of the measurement period,
(b) the cumulative total return (assuming monthly dividend
reinvestment on the ex-dividend date at the dividend yield rate using stock
price at month end) of the S&P 500 Stock Index, and
(c) the cumulative total return (assuming monthly dividend
reinvestment on the ex-dividend date at the dividend yield rate using stock
price at month end) of the Peer Group (comprised of the Standard & Poor's 500
Retail (Food Chains) Sub Index and deleting from that index the two companies
(Albertson's Inc. and Winn-Dixie Stores, Inc.) that did not have similar market
capitalizations). The common stock of the following companies (which have been
market weighted annually within the group to produce returns for the group) are
included in the Peer Group: American Stores Co.; Brunos, Inc.; Giant Food,
Inc.; Great Atlantic & Pacific Tea Co.; and Kroger Company.
13
<PAGE> 16
INGLES MARKETS, INCORPORATED
Comparative Return To Stockholders
( graph )
<TABLE>
<CAPTION>
Last Day of Fiscal Year
---------------------------------------------------------------
Value of initial $100 investment* 9/26/88 1989 1990 1991 1992 1993
- --------------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ingles Markets, Incorporated $100 $ 99.92 $ 87.69 $ 73.73 $ 69.54 $ 97.71
S&P 500 Stock Index $100 $133.01 $120.71 $158.34 $175.83 $198.69
Peer Group $100 $158.58 $130.16 $145.34 $131.92 $153.18
<CAPTION>
Last Day of Fiscal Year
---------------------------------------------------------------
Return 9/26/88 1989 1990 1991 1992 1993
- ------ ------- ------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ingles Markets, Incorporated NA (0.08)% (12.24)% (15.92)% (5.69)% 40.52%
S&P 500 Stock Index NA 33.01% (9.24)% 31.17% 11.05% 13.00%
Peer Group NA 58.58% (17.92)% 11.65% (9.23)% 16.11%
</TABLE>
_________________________________
* Assumes $100 invested in the Class A Common Stock of Ingles Markets,
Incorporated on September 26, 1988, the first business day of fiscal 1989.
Pursuant to amended SEC rules, the methodology for determining the market
weighting of returns was changed by moving the beginning point from the end of
the fiscal year to the beginning of the fiscal year. In addition, Standard &
Poor's Compustat, which prepared the Performance Graph in this year's and last
year's proxy statement, erroneously failed to take cash equivalents into
account in determining returns for purposes of preparing last year's
Performance Graph. Accordingly, the returns for the Peer Group for 1989 are
different than in last year's Performance Graph. However, the Company has made
no change in the composition of the Peer Group.
14
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
From time to time the Company has made cash advances to Mr. Ingle, and
Mr. Ingle has made cash advances to the Company. Such advances, both to and
from Mr. Ingle, have been payable on demand and have been unsecured. The rate
of interest on such advances was 8%. During the 1993 fiscal year, Mr. Ingle
advanced the Company $87,967 in the aggregate under this arrangement and the
Company advanced Mr. Ingle $87,816 in the aggregate. The highest aggregate
amount of advances outstanding as of the end of any month during the 1993
fiscal year from the Company to Mr. Ingle was $12,796 and the highest aggregate
amount of advances outstanding as of the end of any month during the 1993
fiscal year from Mr. Ingle to the Company was $3,023. As of September 25,
1993, Mr. Ingle owed the Company $140 under this arrangement.
Anthony S. Federico, a Director of the Company since May 1991 and an
officer of the Company since October 1992, was president and 100% owner of
Ultimate Food Sales, Inc. ("Ultimate"), the exclusive business of which was to
serve as a food broker on sales of private label merchandise to the Company.
The relationship between the Company and Ultimate commenced prior to Mr.
Federico's election as a Director. The Company did not incur any direct
expense for Ultimate's service since Ultimate was paid by the sellers of the
merchandise to the Company. Based on information provided by Ultimate,
Ultimate received gross revenues of approximately $758,000 during fiscal 1992
as a result of sales of private label merchandise to the Company. On October
31, 1992, Mr. Federico sold Ultimate to another food broker.
See also "Additional Information with Respect to Compensation
Committee Interlocks and Insider Participation in Compensation Decisions" on
page 13.
The Company believes that the transactions described above have been
and, where applicable, continue to be on terms no less favorable to the Company
than those available from unaffiliated third parties in arms-length
transactions. Other than the transactions described above, the Company does
not intend to enter into any transactions with its officers or directors or any
of their affiliates in the future. In any case, any transaction with the
Company's officers, directors, key employees or any of their affiliates in the
future will only be consummated following the approval of a majority of the
directors who have no financial or pecuniary interest in the transaction.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young as the Company's
independent auditors for the 1994 fiscal year. Ernst & Young has served as the
Company's independent auditors since March 1989. Representatives of Ernst &
Young are expected to be present at the Annual Meeting with the opportunity to
make a statement if they desire to do so and to respond to appropriate
questions.
OTHER MATTERS
Stockholders' Proposals for Annual Meeting to be held in 1995
The Company plans to hold its 1995 Annual Meeting of Stockholders in
late February or early March. Any proposal of a Stockholder intended to be
presented at said Annual Meeting of Stockholders must be received by the
Company for inclusion in the proxy statement and form of proxy for that meeting
no later than September 19, 1994.
Action on Other Matters at the Annual Meeting
At this time, the Company does not know of any other matters to be
presented for action at the Annual Meeting other than those mentioned in the
Notice of Annual Meeting of Stockholders and referred to in this proxy
statement. If any other matter comes before the meeting, it is intended that
the proxies will be voted in respect thereof in accordance with the judgment of
the persons voting the proxies.
Reports of Changes in Beneficial Ownership
The Company is required to identify any Director, Executive Officer,
or beneficial owner of more than 10% of the Company's Class A Common Stock who
failed to file on a timely basis with the SEC any report on Form 3 (relating to
beneficial ownership of Class A Common Stock or Class B Common Stock) or on
Forms 4 or 5 (relating to changes in beneficial ownership of Class A Common
Stock or Class B Common Stock). Based solely on a review of material furnished
15
<PAGE> 18
to the Company by such Directors, Executive Officers and more than 10%
beneficial owners who are required to file reports on Forms 3, 4 and 5 with the
SEC, the Company is not aware of any Director, officer or more than 10%
beneficial owner of any class of equity stock of the Company who has failed to
file on a timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934 during the 1993 fiscal year with respect to the Company's
Class A Common Stock or Class B Common Stock, other than Messrs. Ingle and
Laney who each failed to timely file a Form 4 with respect to the options
granted to them on July 21, 1993, as reflected in the Option Grants Table on
page 11, and Anthony S. Federico who failed to timely file a Form 4 with
respect to an option to purchase 100,000 shares of Class A Common Stock granted
on November 17, 1992.
Form 10-K Availability
Upon written request to Jack R. Ferguson, Vice President-Finance and
Chief Financial Officer, Ingles Markets, Incorporated, P. O. Box 6676,
Asheville, North Carolina 28816, the Company will provide, without charge, to
stockholders receiving this Proxy Statement a copy of the Company's Annual
Report on Form 10-K for the fiscal year ended September 25, 1993 as filed with
the Securities & Exchange Commission (including the financial statements and
related schedules, but not including the exhibits thereto, which will be
provided upon request at the stockholder's expense).
STOCKHOLDERS ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. YOUR COOPERATION WILL BE APPRECIATED. YOUR PROXY WILL BE
VOTED, WITH RESPECT TO THE MATTERS IDENTIFIED THEREON, IN ACCORDANCE WITH ANY
SPECIFICATIONS ON THE PROXY.
By Order of the Board of Directors
/s/ Robert P. Ingle
Robert P. Ingle
Chairman of the Board
16
<PAGE> 19
CLASS A
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 22, 1994
INGLES MARKETS, INCORPORATED
The undersigned hereby appoints Robert P. Ingle and Landy B. Laney, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Class A Common Stock held of record on January 3, 1994, at the Annual
Meeting of the Stockholders to be held on February 22, 1994, at 1:00 P.M. at the
Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina, or any adjournment
thereof.
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS:
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below). nominees listed below.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
John O. Pollard, J. Alton Wingate
2. In their discretion, the Proxies are authorized to vote upon such other
business as may come before the meeting or adjournment thereof.
THIS PROXY, DULY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
INGLES MARKETS, INCORPORATED
PROXY
The undersigned hereby acknowledge receipt of the Proxy Statement and Notice of
Annual Meeting to be held February 22, 1994.
Dated: ________________________, 1994
_______________________________(SEAL)
_______________________________(SEAL)
(Please sign exactly as your name
appears hereon. If stock is
registered in more than one name,
each holder should sign. When signing
as an attorney, administrator,
executor, guardian or trustee, please
add your title as such. If executed
by a corporation, the proxy should be
signed by a duly authorized officer.)
PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
I PLAN TO ATTEND __________________
<PAGE> 20
CLASS B
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 22, 1994
INGLES MARKETS, INCORPORATED
The undersigned hereby appoints Robert P. Ingle and Landy B. Laney, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Class B Common Stock held of record on January 3, 1994, at the Annual
Meeting of the Stockholders to be held on February 22, 1994, at 1:00 P.M. at the
Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina, or any adjournment
thereof.
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS:
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below). nominees listed below.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Anthony S. Federico, Jack R. Ferguson, Vaughn C. Fisher, Ralph H. Gardner,
Robert P. Ingle, Landy B. Laney
2. In their discretion, the Proxies are authorized to vote upon such other
business as may come before the meeting or adjournment thereof.
THIS PROXY, DULY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
INGLES MARKETS, INCORPORATED
PROXY
The undersigned hereby acknowledge receipt of the Proxy Statement and Notice of
Annual Meeting to be held February 22, 1994.
Dated: ________________________, 1994
_______________________________(SEAL)
_______________________________(SEAL)
(Please sign exactly as your name
appears hereon. If stock is
registered in more than one name,
each holder should sign. When signing
as an attorney, administrator,
executor, guardian or trustee, please
add your title as such. If executed
by a corporation, the proxy should be
signed by a duly authorized officer.)
PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
I PLAN TO ATTEND _______________
