SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 ss.240.14a-11(c) or ss.240.14a-12
RYMER FOODS INC.
(Name of Registrant as Specified In Its Charter)
Board of Directors
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------
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 O-11:(1)
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4) Proposed maximum aggregate value of transaction:
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(1) 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:
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4) Date Filed:
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<PAGE>
RYMER FOODS INC.
4600 South Packers Avenue
Suite 400
Chicago, Illinois 60609
------------------
Notice of Annual Meeting of Stockholders
to be held April 15, 1996
------------------
TO THE HOLDERS OF COMMON STOCK OF RYMER FOODS INC.:
The Annual Meeting of Stockholders of Rymer Foods Inc. (the "Company") will
be held at 11:00 a.m., local time, on Monday, April 15, 1996, at The Midland
Hotel, 172 West Adams Street, Chicago, Illinois, for the following purposes:
(1) To elect three Class 1 Directors to the Company's Board of Directors.
(2) To ratify the appointment by the Board of Directors of Coopers &
Lybrand LLP as auditors of the Company for fiscal 1996.
(3) To transact any other business that may properly be brought before the
Meeting or any adjournments thereof.
Only holders of record of Common Stock at the close of business on March
19, 1996 (the "Record Date"), will be entitled to notice of and to vote at the
Meeting or any adjournments thereof.
Stockholders are cordially invited to attend the meeting in person. IF YOU
WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON, PLEASE INDICATE YOUR VOTE ON
THE MATTERS TO BE VOTED UPON, SIGN AND DATE THE ENCLOSED PROXY, AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
Barbara McNicholas
Secretary
March 20, 1996
<PAGE>
RYMER FOODS INC.
4600 South Packers Avenue
Suite 400
Chicago, Illinois 60609
------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS - APRIL 15, 1996
------------------
This Proxy Statement (the "Proxy Statement") is furnished in connection
with the SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS of Rymer Foods Inc.
(the "Company") from the holders of shares of its common stock, $1.00 par value
(the "Common Stock"), to be voted at THE ANNUAL MEETING OF STOCKHOLDERS, which
will be held at 11:00 a.m., local time, on Monday, April 15, 1996, at The
Midland Hotel, 172 West Adams Street, Chicago, Illinois, and at any adjournments
thereof (the "Meeting").
The purposes of the Meeting are:
(1) To elect three Class 1 Directors to the Company's Board of Directors.
(2) To ratify the appointment by the Board of Directors of Coopers &
Lybrand LLP as auditors of the Company for fiscal 1996.
(3) To transact any other business that may properly be brought before the
Meeting or any adjournments thereof.
This Proxy Statement and a form of proxy are first being mailed by the
Company to its stockholders on or about March 22, 1996.
The cost of solicitation of proxies will be borne by the Company. The
solicitation of proxies generally will be by mail. Such solicitation may also be
made in person or by telephone, facsimile or other means by directors, officers,
agents and employees of the Company. Arrangements have been made with brokers
and other custodians, nominees and fiduciaries to send copies of this Proxy
Statement, proxies and other proxy solicitation materials to their principals,
and the Company will reimburse them for reasonable out-of-pocket and clerical
expenses in so doing.
STOCKHOLDERS ENTITLED TO VOTE
The Company's Board of Directors (the "Board of Directors" or the "Board")
has fixed the close of business on March 19, 1996 as the record date (the
"Record Date") for the Meeting.
Holders of record of the Company's outstanding Common Stock at the close of
business on the Record Date (consisting of 10,754,032 shares) are entitled to
notice of and to vote at the Meeting. In order for a quorum to be present, the
holders of at least 50% of the shares entitled to vote at the Meeting must be
present in person or represented by proxy.
Stockholders have cumulative voting rights for the election of directors
and one vote per share for all other purposes. Cumulative voting means that each
stockholder is entitled to as many votes as are equal to the number of shares
owned multiplied by the number of directors to be elected and that the
stockholder may cast all of such votes for a single director or may distribute
them among the number to be voted for, or any two or more of them, as the
stockholder may see fit. Each share of Common Stock is entitled to one vote with
respect to the ratification of Coopers & Lybrand LLP as auditors for fiscal
1996, and any other matters that may be properly brought before the Meeting.
<PAGE>
Elections are determined by a plurality vote, assuming that a quorum is
present. Other matters are determined by vote of the holders of a majority of
the shares present or represented at the Meeting and voting on such matters.
Therefore, the affirmative vote of the holders of not less than a majority of
the shares of Common Stock present at the Meeting in person or by proxy is
required to ratify the appointment of Coopers & Lybrand LLP as auditors for
fiscal 1996.
With regard to the election of the Class 1 Directors, votes may be cast in
favor of or withheld from the nominees therefor; votes that are withheld will be
excluded entirely from the vote and will have no effect, except for quorum
purposes. Abstentions may be specified on the proposal to ratify the appointment
of Coopers & Lybrand LLP as auditors for fiscal 1996 and will be counted as
present for purposes of determining the existence of a quorum regarding the
proposal on which the abstention is noted. Because ratification of Coopers &
Lybrand LLP as auditors for fiscal 1996 requires the affirmative vote of a
majority of shares present in person or by proxy and entitled to vote, an
abstention on either of such proposals will have the same effect as a negative
vote.
Under the rules of the New York Stock Exchange, brokers who hold shares in
street name may have the authority to vote on certain items when they have not
received instructions from beneficial owners. Brokers that do not receive
instructions generally are entitled to vote on the election of directors and the
ratification of the appointment of auditors. Under applicable Delaware law, a
broker non-vote will have no effect on the outcome of the election of the Class
1 Directors.
The proxies hereby solicited vest in the proxy holders' cumulative voting
rights (discussed above) with respect to the election of directors (unless the
stockholder marks the proxy so as to withhold such authority) and all other
voting rights of the stockholders signing such proxies. The shares represented
by each duly executed proxy will be voted and, where a choice is specified by
the stockholder on the proxy, the proxy will be voted in accordance with the
specification so made.
Any proxy given by a stockholder pursuant to this solicitation may be
revoked by the stockholder by written notice delivered to the Secretary of the
Company at any time prior to exercise of the proxy. All valid proxies on file
with the Secretary of the Company, unless revoked, will be voted in accordance
with the instructions of the stockholder or, in the absence of such
instructions, in accordance with the recommendations of the Board of Directors.
A list of stockholders of the Company will be available at the Company's
offices during ordinary business hours for the ten days preceding the Meeting
for examination by stockholders for any purpose germane to the Meeting.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 1996, the beneficial
ownership of the Common Stock by each of the directors, the nominees for
director and each of the executive officers of the Company listed in the Summary
Compensation Table below and of all directors, the nominees for director and
executive officers of the Company as a group, and by each person who is known by
the Company to beneficially own 5% or more of the Common Stock. The Common Stock
is the only outstanding class of equity securities of the Company.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name Title of Security of Beneficial Ownership of Class
- ----- ----------------- ----------------------- ---------
<S> <C> <C> <C>
Samuel I. Bailin .................. Common Stock 55,000 - Direct(1) *
0 - Indirect 0
David E. Jackson .................. Common Stock 0 - Direct 0
1,827,212 - Indirect(2) 17.0%
P. E. Schenk ...................... Common Stock(3) 0 - Direct 0
0 - Indirect 0
Hannah H. Strasser ................ Common Stock 2,417 - Direct *
86,285 - Indirect(4) *
Edward M. Hebert .................. Common Stock 11,607 - Direct(5) *
0 - Indirect 0
John L. Patten .................... Common Stock 4,996 - Direct *
0 - Indirect 0
Jeffrey Rymer ..................... Common Stock 89,137 - Direct *
2,408 - Indirect(6) *
Thomas F. Bauman .................. Common Stock 0 0
Oppenheimer & Co., Inc. ........... Common Stock 70,934 - Direct(7) 0.7%
Oppenheimer Tower 1,827,212 - Indirect(8) 17.0%
New York, NY 10281
T. Rowe Price High Yield Fund ..... Common Stock 400,710 - Direct(9) 3.7
100 East Pratt Street 0 - Indirect 0
Baltimore, MD 21202
All directors, the nominees for
director, and executive officers as
a group (10 persons)(10) ........ Common Stock 244,246 - Direct 2.3%
1,915,905 - Indirect(8) 17.8%
</TABLE>
- ---------------
* Less than 1% of the outstanding shares.
(1) Such shares include options to purchase within 60 days from the date hereof
30,000 shares of Common Stock.
(2) Mr. Jackson disclaims beneficial ownership of all 1,827,212 of such shares,
which shares are included among the shares listed in the above table next
to the references to footnote (10). Such shares are held by two limited
partnerships, Oppenheimer Horizon Partners, L.P. and Oppenheimer
Institutional Horizon Partners, L.P. (the "Partnerships"), and a
corporation (the "Corporation"). Mr. Jackson is a partner of Contrarian
Capital Management, LLC, a money management concern that has shared voting
and dispositive power with the Partnerships and the Corporation with
respect to such shares.
(3) A warrant to acquire 750,000 shares of Common Stock was issued to Mr.
Schenk in connection with his employment agreement. The exercise price for
such warrants is $1.00 per share of Common Stock, the market value of such
stock on the date of issuance of the warrant. Such warrant is not
exercisable until November 8, 1996 and, therefore, the 750,000 shares are
not included above.
(4) Ms. Strasser has sole or shared voting and dispositive power but no equity
interest in all 86,285 of such shares, and Ms. Strasser disclaims
beneficial ownership of such shares.
(5) Such shares include options to purchase within 60 days from the date hereof
4,000 shares of Common Stock.
(6) Mr. Jeffrey Rymer has voting and investing power of such shares as a
trustee. Mr. Jeffrey Rymer disclaims beneficial ownership of such shares.
(7) These shares are held by Oppenheimer on behalf of itself and certain
related entities.
(8) These shares are held by affiliates of Oppenheimer on behalf of themselves
and certain related entities.
(9) As reported in the Schedule 13-G dated February 14, 1995 filed by T. Rowe
Price High Yield Fund and T. Rowe Price Associates, Inc.
(10) See the disclaimers of beneficial ownership set forth in footnotes 2, 4 and
6 above.
3
<PAGE>
Pursuant to the Company's 1994 Stock Option Plan (the "Stock Option Plan"),
the Company issued 101,000 options in 1995 to the following executive officers
to acquire the following number of shares of Common Stock: John L. Patten,
12,000 shares; Ludwig A. Streck, 10,000 shares; Jeffrey Rymer, 10,000 shares;
Thomas F. Bauman, 7,000 shares; Edward M. Hebert, 7,000 shares and other persons
12,000. None of the outstanding options is exercisable within 60 days of the
date hereof. On November 8, 1995, the Company agreed to issue to P.E. Schenk,
President and Chief Executive Officer of the Company, a warrant to acquire
750,000 shares of Common Stock for an exercise price of $1.00 per share, the
market value of the Common Stock on the date of issuance of such account. The
warrant issued to Mr. Schenk is exercisable commencing November 8, 1996 and for
three years thereafter.
As a result of the significant ownership interest in the Common Stock
(before dilution from the exercise of options granted under the Stock Option
Plan) by former holders of the Company's 13% Senior Subordinated Sinking Fund
Debentures (the "Debentures"), these stockholders, if they act together with the
holders of a relatively small number of other shares of Common Stock, will have
the ability to elect a majority of the Board of Directors and thereby control
the affairs and management of the Company and have the power to approve most
actions requiring stockholder approval. Such a high level of ownership may have
the effect of delaying, deferring or preventing a change in the control of the
Company.
The Company's Amended and Restated Certificate of Incorporation provides
for cumulative voting for directors. See "Stockholders Entitled to Vote" above.
Cumulative voting promotes representation of minority stockholders of the
Company. However, because the Board of Directors is classified into three
classes, each of which serves for three years, the percentage of ownership of
Common Stock required to elect at least one director through cumulative voting
is substantially higher than if all Directors were in a single class.
The Indenture (the "Indenture"), dated as of April 7, 1993, between the
Company and Continental Stock Transfer & Trust Company, as Trustee (the
"Trustee"), relating to the Company's 11% Senior Notes due 2000 (the "Senior
Notes"), provides for the immediate acceleration of principal and interest due
on all the Senior Notes in the event of a "Change of Control" (as defined
therein). The Indenture defines a "Change in Control" as the acquisition by any
person or entity (a "Person") or affiliated group of at least 55% of the
aggregate voting power of all classes of capital stock of the Company entitled
to vote generally in the election of directors of the Company, excluding from
such calculation shares held by any Person that were issued to such Person in
its reorganization under Chapter 11 of the United States Bankruptcy Code
completed in 1993 (the "Restructuring") to the extent that such Person is the
acquiror or a member of such affiliated acquiring group.
ELECTION OF DIRECTORS
[Item (1) on Proxy Card]
ITEM 1
Pursuant to its Certificate of Incorporation, the Board of Directors is
comprised of three classes, consisting of seven Directors in total. Class 1
consists of three Directors whose terms expire when their successors are elected
at this Meeting. Class 3 consists of two Directors whose terms expire in 1997.
Class 2 consists of two Directors whose terms expire in 1998.
At the Meeting, three Class 1 Directors will be elected for a term of three
years. Messrs. P.E. Schenk and David E. Jackson and Ms. Hannah H. Strasser,
management's nominees for Class 1 Directors, are now serving as Class 1
Directors.
Unless otherwise indicated on a proxy, the proxy holders intend to vote the
shares of Common Stock for which they hold proxies "FOR" the election of P.E.
Schenk, David E. Jackson and Hannah H. Strasser as Class 1 Directors without
cumulation. Each of such persons has consented to being named as a nominee in
this Proxy Statement and to serve as a Class 1 Director if elected.
The affirmative vote of a plurality of the shares of the Common Stock,
present or represented by proxy and voted at the Meeting, is required for the
election of Directors, assuming that a quorum is present. See "Stockholders
Entitled to Vote" above.
The Board has no nominating committee. The nominees for Class 1 Director
were selected by the entire Board of Directors. At the Meeting, stockholders may
make nominations for Class 1 Directors.
The votes applicable to the shares represented by proxies in the
accompanying form will be cast in favor of Messrs. Schenk and Jackson and Ms.
Strasser as nominees. While it is not anticipated that such nominees will be
unable to serve, if any of them should be unable to serve, the proxy holders
reserve the right to substitute any other person.
One of the two Class 2 Directorships and both Class 3 Directorships are
currently vacant.
4
<PAGE>
Nominees for Class 1 Directors (Term of Office Expiring in 1999)
P.E. SCHENK (age 58; Director since November, 1995). Mr. Schenk was named
to the Board of Directors of the Company on November 8, 1995 as a Class I
Director to fill a vacancy therein created by a resignation. Mr. Schenk has
served as President and Chief Executive Officer of the Company since November
1995. In 1994 and 1995, Mr. Schenk operated Schenk & Associates, Inc., a
consulting practice. Mr. Schenk was Executive Vice President of Lykes Processed
Meats Group from December 1993 to November 1994, and from August 1993 to
December 1993 he served as Senior Vice President of Sales & Marketing. From 1986
to 1993, Mr. Schenk was employed by Smithfield Foods, Inc. as President and
Chief Operating Officer of various meat processing subsidiaries.
DAVID E. JACKSON (age 37; Director since 1993). Mr. Jackson is a Managing
Partner of Contrarian Capital Management, LLC, a money management firm, and has
served as such since May, 1995. Prior to May, 1995, Mr. Jackson was a Managing
Director of Oppenheimer & Co., Inc. and a Portfolio Manager at such firm since
September 1990. From November 1989 through August 1990 Mr. Jackson managed a
portfolio for EBF & Associates, a money management firm based in Minneapolis,
Minnesota.
HANNAH H. STRASSER (age 36; Director since 1993). Ms. Strasser is a
Managing Director of Cardinal Capital LLC, a money management firm, and has been
such since April, 1995. Prior to such date, Ms. Strasser was a Senior Vice
President of Deltec Asset Management Corporation, an investment firm, since
1989, and a Vice President at such firm prior to 1989. Ms. Strasser has also
been a director and member of the compensation committee of Equitable Bag Co.,
Inc. from December 1994 to August 1995. Ms. Strasser has also served as a
director of Deltec International S.A. Equitable Bag Co., Inc. filed a petition
for relief under Chapter 11 of the United States Bankruptcy Code on May 17,
1995, in United States Bankruptcy Court for the District of Delaware.
Class 2 Directors (Term of Office Expiring in 1998)
SAMUEL I. BAILIN (age 65; Director since 1993). Mr. Bailin has been
President of Samuel I. Bailin Inc., a consultant to the food industry, since
1977. Mr. Bailin is also a director of Habeck, Zaitz & Associates. Mr. Bailin is
the father of Mark Bailin, who is the President of the Company's Rymer
International Seafood Inc. subsidiary.
Two Class 2 Directorships are vacant.
Class 3 Directors (Term of Office Expiring in 1997)
Both Class 3 Directorships are vacant.
During 1995, the following persons resigned as Directors of the Company on
the dates indicated. Anders J. Maxwell (September 7, 1995), Barry Rymer
(November 6, 1995), Jeffrey Rymer (November 8, 1995) and John L. Patten (October
24, 1995).
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
During fiscal 1995, there were eight meetings of the Board. Each director
then in office attended more than 75% of the combined meetings of the Board of
Directors and the Committees on which he or she served held during the year
while he or she served as director.
The Executive Committee, consisting of David E. Jackson, Chairman and,
until their resignations, Anders J. Maxwell, John L. Patten, Barry Rymer and
Jeffrey Rymer, did not meet in fiscal 1995. Except for certain matters, the
duties of the Executive Committee include the exercise of all of the powers and
authority of the Board of Directors and the management of the business and
affairs of the Company, except for any powers and authority granted to another
Committee. The authority of the Executive Committee is generally limited to
acquisitions and dispositions of assets and negotiations to accomplish the same;
personnel matters; guidance to senior management on policy matters;
negotiations, review and analysis of financial needs; litigation matters; and
public or private stock placement or other equity or debt offerings.
5
<PAGE>
The Audit Committee, consisting of Mr. Schenk, Mr. Jackson and Ms. Strasser
held one meeting during fiscal 1995. The Audit Committee reviews the proposed
scope of audit and non-audit services to be performed by the Company's
independent public accountants; reviews and reports on audits and the Company's
accounting policies and controls; and annually recommends independent public
accountants for selection as auditors of the Company. The Audit Committee also
monitors the administration of the Company's business ethics and conflicts of
interest policies.
The Compensation Committee, consisting of Samuel I. Bailin, Chairman,
David E. Jackson and Hannah H. Strasser, met once during fiscal 1995. The
Compensation Committee reviews the compensation policies of the Company,
determines compensation of the Company's executive officers, determines general
compensation and benefit levels for all officers, and recommends to the full
Board future compensation of executive officers. The Compensation Committee
administers the Company's employee benefit plans presently in effect.
REMUNERATION OF DIRECTORS
Directors who are not officers of the Company or its subsidiaries are
compensated as follows: (1) a fee of $2,000 for each Board meeting attended; and
(2) a fee of $300 for each Committee meeting attended, except that the fee for a
Committee Chairman is $400 for each Committee meeting attended. Directors who
are also officers of the Company or its subsidiaries do not receive additional
compensation. Directors are reimbursed for out-of-pocket expenses incurred in
attending Board or Committee meetings.
REMUNERATION OF EXECUTIVE OFFICERS
Compensation Committee Report
In fiscal 1995, the Company's philosophy on executive compensation was to
attempt to provide a compensation package competitive with comparable companies
in the food industry and which linked the amount of compensation provided to the
achievement of business objectives while recognizing the economic factors then
affecting the Company. In this regard, individual base salaries were established
for the Chief Executive Officer and others based generally on the Board of
Directors' perception of competitive, industry-wide salaries, the executive's
experience and seniority, as well as his or her performance, while considering
the overall level of spending which the Board deemed appropriate for officers'
salaries in light of these economic factors.
In fiscal 1995 there were two programs of direct executive officer
compensation: the Base Salary Program and the Incentive Compensation Program. In
addition, executives were awarded stock options as part of a compensation
package.
Base Salary Program
Base salary for 1995 for the executive officers named in the Summary
Compensation Table was determined based on their respective employment
agreements. See "Certain Transactions and Related Transactions."
Incentive Compensation Program
The Incentive Compensation Program provides opportunities for executives to
receive incentive compensation if specific performance goals, proposed by
management and approved by the Board, are met. No awards of incentive
compensation to executive officers were made with respect to fiscal 1995 since
objectives for such year were not achieved, except that Mr. Bauman was paid a
bonus pursuant to his employment agreement with the Company. Awards for prior
years were based primarily on achievement of corporate goals and individual
performance.
Stock Options
In fiscal 1995, under the Stock Option Plan, 101,000 options to acquire
shares of the Common Stock were granted. See "Security Ownership of Certain
Beneficial Owners and Management."
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- --------------------------------
Awards Payouts
---------------------- -------
Other
Annual Restricted Securities All Other
Com- Stock Underlying LTIP Compen-
Name and Principal Salary Bonus pensation Award(s) Options Payouts sation
Position Year(1) ($) ($) ($)(2) ($) (#) ($) ($)
----------------- ---- ------- -------- -------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
P.E. Schenk(3) 1995 -- -- -- -- 750,000* -- --
John L. Patten(4) 1995 214,039 -- 5,000 -- 12,000 -- 2,189(5)
Chairman and 1994 122,500 115,500 -- -- 300,000 -- 690
Chief 1993 -- -- -- -- -- -- --
Executive Officer
Jeffrey Rymer(6) 1995 278,355 -- 6,600 -- 10,000 -- 7,500(5)
President and Chief 1994 251,838 124,000 9,600 -- 7,000 -- 20,700
Operating Officer 1993 248,097 -- 9,600 -- 50,000 -- 18,922
Ludwig A. Streck(7) 1995 169,663 -- 6,400 -- 10,000 -- 3,925(5)
Senior Vice 1994 151,103 66,000 8,400 -- 7,000 -- 3,350
President and Chief 1993 70,385 32,500 3,850 -- 25,000 -- 3,712
Financial Officer
Edward M. Hebert 1995 120,975 -- 6,400 -- 7,000 -- 7,500(5)
Senior Vice 1994 113,035 43,500 8,400 -- 4,000 -- 13,470
President, Finance, 1993 108,508 35,000 8,400 -- 40,000 -- 6,882
Treasurer and CFO
Thomas F. Bauman 1995 152,400 30,000(7) 6,600 -- 7,000 -- 396
Senior Vice 1994 18,462 12,500 1,400 -- 20,000 -- --
President of Sales 1993 -- -- -- -- -- -- --
and Marketing
</TABLE>
- -----------
(1) For fiscal year ended on the last Saturday of October in each year.
(2) Reimbursement allowance for automobile use and maintenance.
(3) Mr. Schenk joined the Company as President and Chief Executive Officer on
November 8, 1995. He was made a Director on November 8, 1995. See "Certain
Transactions and Related Transactions."
(4) Mr. Patten joined the Company in May 1994. He resigned as a Director and as
Chief Executive Officer on October 24, 1995.
(5) Represents vested amount from the Company's Profit Sharing Plan.
(6) Mr. Rymer resigned his position with the Company on October 6, 1995.
(7) Mr. Streck joined the Company in May 1993 and resigned on October 6, 1995.
(8) This bonus was paid pursuant to Mr. Bauman's employment agreement. Mr.
Bauman was discharged on January 11, 1996.
* Mr. Schenk was issued a warrant to acquire 750,000 shares of Common Stock
for $1.00 per share. See "Certain Transactions and Related Transactions --
Employment and Consulting Agreements and Other Arrangements."
OPTION GRANTS IN 1995 FISCAL YEAR
Individual Grants
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Potential
Realizable
Number Percent of Value at
of Total Assumed Annual
Securities Options Rates of Stock
Underlying Granted to Exercise Price Appreciation
Options Employees or Base for Option Term
Granted in Fiscal Price Expiration
Name (#) Year ($/Sh) Date 5% ($) 10%($)
----- -------- ---------- -------- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
John L. Patten ........... 12,000 11.9% 1.625 6/25/2005 12,264 31,078
Ludwig A. Streck ......... 10,000 9.9% 1.625 6/25/2005 10,220 25,898
Jeffrey Rymer ............ 10,000 9.9% 1.625 6/25/2005 10,220 25,898
Edward M. Hebert ......... 7,000 6.9% 1.625 6/25/2005 7,154 18,129
Thomas F. Bauman ......... 7,000 6.9% 1.625 6/25/2005 7,154 18,129
</TABLE>
7
<PAGE>
AGGREGATED OPTION EXERCISES IN 1995 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Value Options Options
Acquired on Realized at Fiscal Year-End at Fiscal Year-
Name Exercise (#) ($) (#) End ($)
------ ------------ ------- ---------------- ---------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
---------------- ---------------
<S> <C> <C> <C> <C>
John L. Patten ......... -0- -0- 100,000 /212,000 0/0
Jeffrey Rymer .......... -0- -0- 7,000 / 60,000 0/0
Ludwig A. Streck ....... -0- -0- 32,000 / 10,000 0/0
Edward M. Hebert ....... -0- -0- 4,000 / 47,000 0/0
Thomas F. Bauman ....... -0- -0- 20,000 / 7,000 0/0
</TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG RYMER FOODS INC., THE RUSSELL 2,000
INDEX AND THE S&P FOODS INDEX
[The following table was represented by a line chart in the printed material]
<TABLE>
<CAPTION>
Cumulative Total Return*
--------------------------------------------------------
10/90 10/91 10/92 10/93 10/94 10/95
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rymer Foods Inc. ....... 100 119 35 58 103 32
Russell 2000 ........... 100 133 147 169 175 222
S&P Foods .............. 100 136 158 149 160 193
</TABLE>
* $100 invested on October 31, 1990 in stock or index--including reinvestment
of dividends. Fiscal year ending October 31.
8
<PAGE>
EXECUTIVE OFFICERS
The following is a list of the names and ages of the current executive
officers of the Company, the period during which each has served as such and
their respective positions:
Name and Age Position(s)
- ------------ -----------
P.E. Schenk (58) ........... Chairman, President and Chief Executive Officer
Edward M. Hebert (45) ...... Senior Vice President, Finance, Treasurer
(since 1990) and Chief Financial Officer
Jose Muguerza (33) ......... Vice President of Operations and Technical
Services
Mark Lazare (39) ........... Vice President of Purchasing and Logistics
Barbara McNicholas (60) .... Secretary (since 1988)
See "Election of Directors" above as to Mr. Schenk's business experience.
Edward M. Hebert. Mr. Hebert was appointed Chief Financial Officer on
October 6, 1995. Mr. Hebert has been Senior Vice President, Finance of the
Company since January 1990 and Treasurer of the Company since January 1993.
Prior thereto, Mr. Hebert was Controller of the Company since December 1988.
Prior to that time, Mr. Hebert was employed by Arco Metals Company in various
financial positions.
Jose Muguerza. Mr. Muguerza was elected Vice President of Operations and
Technical Services in December, 1995. Prior to such election, Mr. Muguerza was
Vice President - Technical Services of a subsidiary of the Company.
Mark Lazare. Mr. Lazare was elected Vice President of Purchasing and
Logistics in December, 1995. Prior to such election, Mr. Lazare was Director of
Purchasing of a subsidiary of the Company.
Barbara McNicholas. Ms. McNicholas was elected Secretary in 1988 and has
been employed by the Company since 1953 in various office staff capacities.
All of the executive officers are citizens of the United States of America.
Edward M. Hebert and Barbara McNicholas served as either executive officers
and/or directors of the Company during its 1993 Restructuring.
CERTAIN TRANSACTIONS AND RELATED TRANSACTIONS
Stock Purchase Agreements and Certain Additional Compensation
Jeffrey Rymer. On February 24, 1989, Mr. Jeffrey Rymer purchased 10,000
shares of Common Stock from the Company for a purchase price of $9.00 per share
paid by his recourse 9.5% promissory note in the amount of $90,000. In September
1991, the purchase price for these shares was reduced to $6.00 per share, an
amount which was the fair market value of the shares at such time. Pursuant to
his employment agreement then in effect, Mr. Rymer was entitled to receive
additional compensation for Rymer Meat's fiscal years ending in 1992 and 1993 in
the aggregate amount of $188,000. As of September 18, 1991, Mr. Rymer owed the
Company $40,850 under his promissory note. As agreed upon between Mr. Rymer and
the Company, Mr. Rymer released all claims for $188,000 in additional
compensation and in exchange the Company reduced the stock purchase price and
agreed to pay him (i) $11,000 on January 4, 1993 with 9.5% annual interest and
(ii) $131,000 on April 1, 1993 without interest. Concurrently therewith, Mr.
Rymer's promissory note and interest thereon was canceled and extinguished and
Mr. Rymer issued a promissory note due January 4, 1993 in the amount of $10,850
on the same terms as his prior note. The Company and Mr. Rymer have rights of
offset with respect to the $10,850 note due from Mr. Rymer and the $11,000
obligation. Mr. Rymer subsequently agreed to defer the maturity of the $11,000
and $131,000 amounts to January 1, 1996 and January 2, 1996, respectively. In
connection therewith, Mr. Rymer's promissory note in the amount of $10,850 was
9
<PAGE>
canceled and extinguished and Mr. Rymer issued a new promissory note due January
2, 1996 on the same terms as his prior note. These notes, plus accrued interest
thereon, were offset by the Company on January 1, 1996. The Company did not pay
the note due to Jeffrey Rymer on January 2, 1996. The Company deferred payment
of this debt in order to preserve cash for use in the operation of its business.
In March 1996, the Company and Jeffrey Rymer agreed on revised payment terms
whereby one-half of the principal ($65,500) and accrued interest on the entire
debt at 9.5% through March 13, 1996 (amounting to $1,395) was paid to Jeffrey
Rymer by the Company on March 13, 1996. The Company and Jeffrey Rymer agreed
that interest would be paid on the remaining principal at a rate of 9.5% on a
monthly basis and that the remaining principal will be paid in four quarterly
installments through March, 1997. Mr. Jeffrey Rymer resigned as a Director and
officer of the Company on November 8, 1995.
Barry Rymer. On February 24, 1989, Mr. Barry Rymer purchased 150,000 shares
of Common Stock from the Company for a purchase price of $9.00 per share paid by
his recourse 9.5% promissory note in the amount of $1,350,000. In September
1991, the purchase price for these shares was reduced to $6.00 per share, an
amount which was the fair market value of the shares at such time. Pursuant to
his employment and consulting agreement then in effect, Mr. Rymer was entitled
to receive additional compensation at the annual rate of $465,000 per year for
the Company's 1991 through 1995 fiscal years and at the rate of $455,000 for the
Company's 1996 fiscal year. As of September 18, 1991, the total additional
compensation due Mr. Rymer aggregated $2,323,750, and Mr. Rymer owed the Company
$1,391,400 under his promissory note. As agreed upon between Mr. Rymer and the
Company, Mr. Rymer released all claims for $2,323,750 in additional
compensation, and in exchange the Company reduced the stock purchase price and
agreed to pay him (i) $942,000 on January 4, 1993 with 9.5% annual interest and
(ii) $445,000 (which was guaranteed by Rymer Meat) on April 1, 1993, without
interest. Mr. Rymer's note of February 24, 1989 (and interest thereon) was
canceled and extinguished, and Mr. Rymer issued a new promissory note due
January 4, 1993 in the amount of $941,400 on the same terms as his prior note.
The Company and Mr. Rymer had rights of offset with respect to the $941,400 note
due from Mr. Rymer and the Company's $942,000 obligation to him.
In October and December 1992, the Company agreed to further reduce the
purchase price for these shares to $1.25 per share, an amount in excess of the
fair market value of the shares at the later date, and by reason of this
reduction, Mr. Rymer contemporaneously reduced the amount ($1,387,000) due from
the Company to (i) $229,500 bearing 9.5% annual interest from the date of the
reduction and (ii) $124,000 bearing no interest. Mr. Rymer's note for $941,400
and interest thereon was canceled and extinguished, and Mr. Rymer issued a new
promissory note on the same terms as his prior note, except that it is due and
payable on January 1, 1996, in the amount of $228,900. Of the Company's note,
$229,500 is now due January 1, 1996 and $124,000 is now due January 2, 1996. The
Company and Mr. Rymer have rights of offset with respect to the $228,900 note
due from Mr. Rymer and the Company's $229,500 obligation to him. These notes,
plus accrued interest thereon, were offset by the Company on January 1, 1996.
The Company did not pay the $124,000 note due to Barry Rymer on January 2, 1996.
The Company deferred payment of this debt in order to preserve cash for use in
operation of its business. The Company has not yet paid this debt to Barry
Rymer. Interest is being accrued on the debt at an annual rate of 9.5%. The
Company is seeking to revise the payment terms of the note. However, the Company
and Barry Rymer have not yet agreed upon a revised payment schedule. Mr. Barry
Rymer resigned as a Director of the Company on November 6, 1995.
Employment and Consulting Agreements and Other Arrangements
P.E. Schenk. On November 8, 1995, Mr. Schenk entered into a two year
employment agreement with the Company providing for annual compensation of
$200,000, subject to mandatory annual escalation in the event of an increase in
the regional Consumer Price Index equivalent to the percentage increase of such
index. Pursuant to the employment agreement, Mr. Schenk was also issued a
warrant to acquire 750,000 shares of Common Stock for an exercise price of $1.00
per share for a period of three years commencing November 8, 1996. Under the
agreement, Mr. Schenk is entitled to an automobile allowance of $550 per month,
as well as other normal executive benefits. Mr. Schenk's employment may be
terminated prior to the expiration of the two year term for "cause" only,
including conviction of a felony, intentional acts that materially impair the
business of the Company and failure to perform his material duties.
10
<PAGE>
Jeffrey Rymer. On March 1, 1994, the Company entered into a two-year
employment agreement with Mr. Rymer. Mr. Rymer is employed as the Company's
President and Chief Operating Officer and President of Rymer Meat at an annual
salary of $250,000 with adjustments occurring after an annual salary review.
Under the agreement, upon his death or disability, Mr. Rymer or his estate would
receive his compensation for a period of six months after such termination of
employment. Mr. Jeffrey Rymer resigned his positions on October 6, 1995. Mr.
Rymer received certain severance payments in connection with his resignation.
See "Severance Payments."
Barry Rymer. In 1993, Mr. Rymer entered into a new employment and
consulting agreement which provides that Mr. Rymer is to serve as Chairman of
the Board and Chief Executive Officer of the Company and Rymer Meat through
April 6, 1994 at an annual salary of $375,000, and during the period from April
7, 1994 to April 6, 1995, Mr. Rymer is to provide consulting services to the
Company and Rymer Meat for an annual consulting fee of $250,000. Upon Mr.
Rymer's death or disability, Mr. Rymer or his estate is to receive compensation,
as determined by what his employment status within the Company would have been
at the time of payment, for up to the lesser of six months after such
termination of employment or engagement as a consultant or the remainder of the
contract term. Upon termination of employment or engagement as a consultant
other than for cause, death, disability, voluntary resignation or expiration of
the agreement, Mr. Rymer is entitled to continue receiving his compensation for
the lesser of nine months or the remainder of the contract term. Effective April
7, 1995, Mr. Rymer's consulting contract with the Company was renewed until
April 6, 1996 for an annual consulting fee of $50,000. In December 1995, Mr.
Rymer was informed that the Company was terminating his consulting services. The
final payment of $12,500 to fulfill the annual consulting fee of $50,000 was
paid to Mr. Rymer on December 28, 1995.
John L. Patten. The Company entered into an employment agreement with John
L. Patten, the Company's Chairman and Chief Executive Officer on April 28, 1994.
The agreement provided for a three-year term, commencing May 2, 1994 and
automatic extensions thereafter for successive terms of one year unless the
Board of Directors or Mr. Patten notified the other within 90 days prior to the
end of the initial term or any renewal term. Mr. Patten was entitled to an
annual salary of $210,000 with an increase in subsequent years based on
increases in the Consumer Price Index. The employment agreement also provided
for a grant to Mr. Patten of non-qualified stock options under the Company's
1994 Stock Option Plan to purchase 300,000 shares of the Company's Common Stock
exercisable at $2.00 per share. Such options have lapsed. Mr. Patten resigned
from the Company on October 24, 1995.
Ludwig A. Streck. On March 1, 1994, the Company entered into a two-year
employment agreement with Mr. Streck. Mr. Streck is employed as the Company's
Senior Vice President and Chief Financial Officer at an annual salary of
$150,000 with adjustment occurring after an annual salary review. Under the
agreement, upon his death or disability, Mr. Streck or his estate would receive
his compensation for a period of six months after such termination of
employment. Mr. Streck resigned his position on October 6, 1995. Mr. Streck
received certain severance payments in connection with his resignation. See
"Certain Severance Payments" below.
Edward M. Hebert. The Company entered into an employment agreement with
Edward M. Hebert, the Company's Senior Vice President, Finance, Treasurer and
Chief Financial Officer, on June 1, 1991. The agreement's original one-year term
that began on June 1, 1991 automatically extends thereafter for successive
one-year periods unless either the Company or Mr. Hebert notifies the other not
later than May 1 of any year that the agreement is to be terminated on June 1 of
such year. Mr. Hebert was entitled in the first year of the agreement to a
salary of $100,000 per year with an increase in subsequent years based on
increases in the Consumer Price Index limited to 6% of the amount in effect for
the prior year. In connection with the Restructuring, Mr. Hebert's salary was
set at $112,200.
If the Company terminates his employment in breach of the agreement, Mr.
Hebert would be entitled to continue to receive his compensation and employee
benefits for the remainder of the current one-year term of the agreement or (in
the event of a change of control), nine months, if longer. If Mr. Hebert's
employment is terminated by the Company in breach of the agreement or by
expiration of the term of the agreement after the Company elects not to extend
the term of the agreement, then the noncompetition provision of the agreement
11
<PAGE>
will not be effective or enforceable unless the Company elects to continue to
pay the compensation and provide the employee benefits Mr. Hebert would have
received had he continued his employment (in addition to any continuation of
compensation and employee benefits for the remainder of the term of the
agreement, if applicable) for the lesser of a period elected by the Company not
to exceed one year or the period Mr. Hebert remains unemployed. Under such
circumstances, the noncompetition provision in his employment agreement will be
effective for two months following his termination of employment for each month
the Company elects to continue his compensation and employee benefits regardless
of when such compensation and benefits may actually be discontinued because he
has found other employment. In the event of his death, Mr. Hebert's employment
agreement provides a death benefit equal to six months salary to be paid to his
estate.
Thomas F. Bauman. Pursuant to a one year employment agreement, Mr. Bauman
was paid $150,000 base salary and a $30,000 guaranteed bonus. Mr. Bauman also
received a car allowance of $500 per month. The Company and Mr. Bauman are
currently having a dispute regarding Mr. Bauman's severance payments.
Certain Severance Payments. Effective on October 6, 1995, the employment of
Jeffrey Rymer and Ludwig A. Streck was discontinued. In connection with the
termination of employment with the Company, Mr. Rymer and Mr. Streck both
received settlement agreements whereby they were to receive payments in
accordance with the Company's Executive Severance Plan (the Plan). The Plan
provided for severance payments equal to six months salary. In addition, in
accordance with the Company's policy for other terminated employees, Mr. Rymer
and Mr. Streck were entitled to receive one week's salary for each full year of
employment. Mr. Streck had been employed by the Company since May 1993 and
Jeffrey Rymer had been employed by the Company since May 1981. The total amount
of the settlement payments to Mr. Rymer and Mr. Streck under settlement
agreements with the Company was $204,302 and $87,613, respectively.
General. Executive officers of the Company and its subsidiaries
("Subsidiaries") generally receive participation in benefit plans, split dollar
life insurance programs, an automobile expense reimbursement allowance or use of
an automobile, bonuses at the discretion of the Board of Directors,
reimbursement of business-related expenses and certain fringe benefits.
Registration Rights Agreement
On April 7, 1993, the holders of the Senior Notes who either (i) had
designees on the Board of Directors or were otherwise affiliates (as defined by
Rule 405 promulgated under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company or (ii) received stock equal to or in excess
of 5% of the Common Stock to be outstanding upon the consummation of the
Restructuring, together with the Company's counsel in the Restructuring
(collectively, "Holders"), and the Company entered into a registration rights
agreement ("Registration Rights Agreement") pursuant to which the Holders are
entitled to a shelf registration covering the securities issued to them in
connection with the Restructuring and, under certain circumstances if such shelf
registration shall become unavailable for use, demand registrations under the
Securities Act. Pursuant to a demand by the holders, the Company prepared a
shelf registration statement on Form S-2 (the "Registration Statement") which
was declared effective by the Securities and Exchange Commission in December
1994. The Registration Statement related to the offering by Deltec Asset
Management Corporation and Oppenheimer & Co., Inc. of a total of 2,242,088
shares of the Company's Common Stock and $10,617,815 aggregate principal amount
of Senior Notes. The Company paid substantially all expenses incurred in
connection with the Registration Statement, other than certain expenses
including underwriting fees, commissions and agency fees.
12
<PAGE>
APPOINTMENT OF AUDITORS
[Item (2) on Proxy Card]
ITEM 2
It is intended that the shares represented by the proxy holders will be
voted for approval of the appointment of Coopers & Lybrand LLP (unless otherwise
indicated on the proxy) as independent public accountants (auditors) to report
to the stockholders on the financial statements of the Company for the fiscal
year ending October 26, 1996. Each professional service performed by Coopers &
Lybrand LLP during fiscal 1995 was approved in advance or was subsequently
approved, and the possible effect on the auditors' independence was considered,
by the Audit Committee. The Audit Committee has recommended, and the Board of
Directors has approved, the appointment of Coopers & Lybrand LLP subject to the
approval of the stockholders at the Meeting. Although submission of the
appointment of independent public accountants to stockholders is not required by
law, the Board of Directors, consistent with its past policy, considers it
appropriate to submit the selection of auditors for stockholder approval.
Representatives of Coopers & Lybrand LLP are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and to
be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented by proxy, and voted at the Meeting
is required for the approval of this Item. The Board has not determined what
action it would take if the stockholders do not approve the selection of Coopers
& Lybrand LLP, but would reconsider its selection in light of the stockholders'
action.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPOINTMENT OF COOPERS & LYBRAND LLP
EXPENSES
The Company will bear all costs of this solicitation. In addition, the
Company will reimburse banks, custodians, fiduciaries, nominees, securities
dealers, trust companies and other persons for their reasonable expenses in
forwarding this Proxy Statement, proxies and other related materials to the
beneficial owners of shares of Common Stock.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be considered for inclusion in the Company's
proxy solicitation materials for its 1997 Annual Meeting must be received at the
Company's executive offices at 4600 South Packers Avenue, Suite 400, Chicago,
Illinois 60609, not later than November 30, 1996. If the 1997 Annual Meeting is
not held on April 1, 1997 (the currently anticipated meeting date) and is held
either (i) more than 30 calendar days before April 1, 1997 or (ii) more than 90
calendar days after April 1, 1997, then the Company will, in a timely manner,
inform stockholders of such change, and the date by which stockholder proposals
must be received.
OTHER MATTERS
Management knows of no other business that will be presented for action at
the Meeting. If any other matters properly come before the Meeting, the persons
named in the enclosed proxy will vote or refrain from voting such proxy in
accordance with their best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report for the 1995 fiscal year (the "Annual
Report") has been mailed to its stockholders. The sections entitled "Security
Ownership of Certain Beneficial Owners and Management," "Election of Directors,"
"Information about the Board and Its Committees," "Remuneration of Directors,"
"Remuneration of Executive Officers," "Executive Officers" and "Certain
Transactions and Related Transactions" in this Proxy Statement are incorporated
by reference in the Annual Report. The Annual Report is furnished to
stockholders for information only and no part of it is incorporated by reference
in this Proxy Statement.
13
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission"). The
public may inspect and copy at prescribed rates such reports, proxy statements,
and other information that the Company has filed with the Commission, at the
public reference facilities that the Commission maintains at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices located at
500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center,
New York, New York 10048. In addition, the public may obtain such reports, proxy
statements and other information concerning the Company from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
Such material can also be inspected at the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, where the Common Stock is listed.
14
<PAGE>
Exhibit A
RYMER FOODS INC.
ANNUAL MEETING OF STOCKHOLDERS
April 15, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby acknowledges receipt of
the Proxy Statement dated March 20, 1996 (the "Proxy Statement") and appoints
P. Edward Schenk and Edward M. Hebert and each of them, with full power of
substitution, as the undersigned's proxies (the "Proxies") to vote at the Annual
Meeting of Stockholders to be held at 11:00 a.m., local time, on Monday, April
15, 1996 at The Midland Hotel, 172 West Adams Street, Chicago, Illinois, and at
any adjournments thereof (the "Meeting").
(Continued on reverse side)
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY Please mark
THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE your votes as
VOTED FOR THE NOMINEES FOR ELECTION AS DIRECTORS AND FOR THE PROPOSAL REFERRED indicated in [X]
TO HEREIN. this example
(1) Election of Class 1 Directors Instruction: Unless otherwise (2) To ratify the appointment of
Nominees: David E. Jackson, specified in the space provided Coopers & Lybrand LLP as
Hannah H. Strasser, P. Edward below, this proxy shall authorize auditors of the Company for
Schenk the proxies named herein to fiscal 1996.
cumulate all votes which the
FOR WITHHELD undersigned is entitled to cast at FOR AGAINST ABSTAIN
[ ] [ ] the annual meeting for, and to [ ] [ ] [ ]
allocate such votes among, one or
To withhold authority to vote for more of the nominees listed to the (3) In their discretion, the
any individual nominee, write that left as such proxies shall Proxies are authorized to vote
nominee's name on the line provided determine, in their sole and upon such other business as
below. absolute discretion, in order to may properly be brought before
maximize the number of such the Meeting or any
nominees elected to the Company's adjournments thereof.
Board of Directors. To specify a
- ----------------------------------- different method of cumulative
voting, write "Cumulative For" and
the number of Shares and the
name(s) of the nominee(s) in the
space provided below.
-----------------------------------
Dated:__________________________, 1996
_______________________________________
Stockholder's Signature
_______________________________________
Print Stockholder's Name
(Please sign exactly as name
appears above. When signing as
attorney, executor, trustee,
guardian, etc. please give full
title as such.)
</TABLE>
