<PAGE> 1
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
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 Rule 14a-11(c) or Rule 14a-12
Lance, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Lance, Inc.
-----------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Ex-change
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 transactions
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:
----------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing of 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> 2
[LANCE, INC. LOGO]
CHARLOTTE, NORTH CAROLINA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 15, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Lance, Inc. (the Company) will be held at the principal office of the Company,
8600 South Boulevard, Charlotte, North Carolina, on Friday, April 15, 1994, at
2:00 p.m., Local Time, for the purpose of considering and acting upon the
following:
1. The election of five Directors.
2. A proposal to ratify the selection of KPMG Peat Marwick as
independent public accountants for fiscal year 1994.
3. Any and all other matters that may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 22,
1994 as the record date for determining the stockholders entitled to notice of
and to vote at the meeting and any adjournment thereof, and only holders of
Common Stock of the Company of record at such date will be entitled to notice
of or to vote at the meeting.
THE BOARD OF DIRECTORS WILL APPRECIATE THE PROMPT RETURN OF THE
ENCLOSED PROXY, DATED AND SIGNED. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME
BEFORE IT IS EXERCISED AND WILL NOT BE EXERCISED IF YOU ATTEND THE MEETING AND
VOTE IN PERSON.
By Order of the Board of Directors
THOMAS B. HORACK
Vice President
Charlotte, North Carolina
March 10, 1994
<PAGE> 3
LANCE, INC.
P.O. Box 32368, Charlotte, North Carolina 28232
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of proxies to be used at the Annual Meeting of
Stockholders of Lance, Inc. (the Company) to be held at its principal office,
8600 South Boulevard, Charlotte, North Carolina, at 2:00 p.m., Local Time, on
Friday, April 15, 1994. This Proxy Statement and accompanying Proxy are being
sent to the stockholders of the Company on or about March 10, 1994.
Solicitation other than by mail may be made personally and by telephone
by regularly employed officers and employees of the Company who will not be
additionally compensated therefor. The Company will request brokers, dealers,
banks or voting trustees, or their nominees, who hold stock in their names for
others or hold stock for others who have the right to give voting instructions,
to forward proxy material to their principals and request authority for the
execution of the proxy and will reimburse such institutions for their
reasonable expenses in so doing. In addition, the Company has engaged
Corporate Investor Communications, Inc. (CIC) to deliver proxy materials to,
and solicit proxies from, these institutions. CIC will be reimbursed for its
printing costs, postage and freight charges, and other expenses and be paid a
solicitation fee of $5,500. The total cost of soliciting proxies will be borne
by the Company.
Any proxy delivered in the accompanying form may be revoked by the
person executing the proxy at any time before the authority thereby granted is
exercised by written request addressed to Secretary, Lance, Inc., Box 32368,
Charlotte, North Carolina 28232 or by attending the meeting and electing to
vote in person. Proxies received in such form will be voted as therein set
forth at the meeting or any adjournment thereof.
The only matters to be considered at the meeting, so far as known to
the Board of Directors, are the matters set forth in the Notice of Annual
Meeting of Stockholders and routine matters incidental to the conduct of the
meeting. However, if any other matters should come before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy, or their substitutes, to vote said proxy in
accordance with their judgment on such matters.
Stockholders present or represented and entitled to vote on a matter at
the meeting or any adjournment thereof will be entitled to one vote on such
matter for each share of the Common Stock of the Company held by them of record
at the close of business on February 22, 1994, which is the record date for
determining the stockholders entitled to notice of and to vote at such meeting
or any adjournment thereof. Voting on all matters, including the election of
Directors, will be by voice vote or by show of hands, unless the holders of at
least 25% of the shares entitled to vote on such matter demand a vote by ballot
prior to the vote. The number of shares of Common Stock of the Company
outstanding on February 22, 1994 was 30,999,597.
<PAGE> 4
PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
At February 1, 1994, the only persons known to the Company to be the
beneficial owners of more than 5% of the Common Stock of the Company were as
follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF AND NATURE OF COMMON STOCK
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
------------------- -------------------- ------------
<S> <C> <C>
NationsBank Corporation 2,588,661 (1) 8.4%
Charlotte, NC 28255
Nan Davis Van Every 1,628,833 (2) 5.3%
6001 Pelican Bay Boulevard
Naples, FL 33963
</TABLE>
________________
(1) These shares represent shares held by wholly owned subsidiaries of
NationsBank Corporation, a bank holding company (NationsBank).
NationsBank had sole voting power with respect to 2,416,247 shares and
shared voting power with respect to 156,256 shares and had sole power to
dispose with respect to 777,671 shares and shared power to dispose with
respect to 846,394 shares. Information with respect to NationsBank is as
of December 31, 1993 and is derived from the Schedule 13G dated February
10, 1994 filed by NationsBank with the Securities and Exchange Commission.
Shares held by the Philip L. Van Every Foundation, for which NationsBank
of North Carolina, N. A., a wholly owned subsidiary of NationsBank, is
trustee, are not included inasmuch as voting and disposition of such
shares is directed by the Foundation's Board of Administrators.
(2) Nan Davis Van Every had sole power to vote and dispose of all of these
shares except for 651,110 shares held in a trust as to which S. Lance Van
Every had the sole power to vote but as to which Mrs. Van Every had the
sole power to dispose.
Based on information available to the Company, the Van Every family,
consisting of the descendants of Salem A. Van Every, Sr., deceased, and their
spouses, owned beneficially on February 1, 1994, approximately 12,700,000
shares of the Common Stock of the Company (approximately 41% of the outstanding
shares). Of such shares, approximately 800,000 shares are held by fiduciaries
having the sole power to vote and dispose. Members of the Van Every family may
own or may have disposed of shares in nominee or other accounts, information as
to the amounts of which may not be available to the Company. There are
approximately 70 Van Every family stockholders, including stockholders who are
minors.
The following table sets forth, as of February 1, 1994, information as
to the beneficial ownership of the Company's Common Stock by all Directors and
Executive Officers of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
AND NATURE OF COMMON STOCK
TITLE OF CLASS BENEFICIAL OWNERSHIP OUTSTANDING
------------------ -------------------- -------------
<S> <C> <C>
$.83-1/3 par value Common Stock 3,580,557 (1)(2) 11.5% (3)
</TABLE>
_______________
(1) Information as to the beneficial ownership of the Company's Common Stock
by the Chief Executive Officer and each of the four other highest paid
executive officers is included under Election of Directors below.
2
<PAGE> 5
(2) Includes 139,900 shares subject to options held by Executive Officers that
are currently exercisable.
(3) Based on the number of shares outstanding plus options held by Executive
Officers that are currently exercisable.
ELECTION OF DIRECTORS
At the meeting five Directors will be elected. The Directors will be
elected to serve, subject to the provisions of the Bylaws, until the Annual
Meeting of Stockholders in 1997 and until their successors are duly elected and
qualified. Directors are elected by a plurality of the votes cast by the
holders of the shares entitled to vote at a meeting at which a quorum is
present. Provided a quorum is present, abstentions and shares not voted are
not taken into account in determining a plurality.
It is the intention of the persons named in the accompanying proxy to
vote all proxies solicited by the Board of Directors FOR all the nominees
indicated below unless authority to vote for the nominees or any individual
nominee is withheld by a stockholder in such stockholder's proxy. If for any
reason any nominee shall not become a candidate for election as a Director at
the meeting, an event not now anticipated, the proxies will be voted for five
nominees including such substitutes as shall be designated by the Board of
Directors.
The first four nominees are listed below, all of whom are currently
members of the Board of Directors. Such nominees were elected to their current
terms, which expire in 1994, at the Annual Meeting of Stockholders held on
April 19, 1991, except for Mr. Holland who was elected at the Annual Meeting
of Stockholders held on April 16, 1993.
<TABLE>
<CAPTION>
SHARES OFPERCENT OF
NAME AND INFORMATION ABOUT COMMON COMMON STOCK
DIRECTOR SINCE (1) AGE NOMINEES AND DIRECTORS STOCK OWNED (2) OUTSTANDING
- ------------------------- --- --------------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
A. F. Sloan (3) 64 Chairman of the Board of the 66,270 (4) (5)
1964 Company 1976-1991 and Chief 1,409,292 (6) 4.6%
Executive Officer 1976-1990;
Director of PCA International,
Inc., Bassett Furniture
Industries, Inc. and Rich
Foods Holdings, Inc.
Paul A. Stroup, III (7) 42 Executive Vice President of 30,370 (8) (5)(9)
1986 the Company since 1989; 1,409,292 (6) 4.6%
President of Midwest Biscuit
Company (Subsidiary of the
Company) 1985-1989
Stephen H. Van Every, 52 Private investor for more 56,981 (11) (5)
Jr.(10) 1990 than the past five years
William R. Holland 57 Chairman and Chief Executive 1,000 (5)
1993 Officer of United Dominion
Industries Limited,
Charlotte, NC (Manufacturing,
engineering and construction)
since 1986; Director of United
Dominion Industries Limited
and Morgan Products Ltd.
</TABLE>
3
<PAGE> 6
The fifth nominee is Scott C. Lea. Mr. Lea is being nominated for the
seat being vacated by W. Frank Dowd, Jr., who is not standing for re-election.
Mr. Dowd, whose term expires in 1994, was elected to his current term at the
Annual Meeting of Stockholders held on April 19, 1991.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND INFORMATION ABOUT COMMON COMMON STOCK
DIRECTOR SINCE (1) AGE NOMINEES AND DIRECTORS STOCK OWNED (2) OUTSTANDING
- ------------------- --- ---------------------------- --------------- ------------
<S> <C> <C> <C> <C>
Scott C. Lea 62 Private investor since 1992; 0 (5)
Chairman of the Board of
Rexham, Inc. (Manufacturer
of packaging and coated and
laminated products) 1990-
1991; Chairman and President
of Rexham, Inc. 1989-1990;
Chief Executive Officer of
Rexham Corp. 1974-1989;
Director of Speizman
Industries, Inc.
</TABLE>
The five members of the Board of Directors listed below were elected to
their current terms, which expire in 1995, at the Annual Meeting of
Stockholders on April 17, 1992.
<TABLE>
<S> <C> <C> <C> <C>
G. R. Melvin (7) 57 Vice President of the 25,058 (12) (5)(9)
1973 Company since 1978
Thomas B. Horack (7) 47 Vice President of the 32,096 (13) (5)(9)
1980 Company since 1986 1,409,292 (6) 4.6%
Alan T. Dickson 62 Chairman of the Board of 39,262 (14) (5)
1983 Ruddick Corporation,
Charlotte, NC (Diversified
holding company) since 1994
and President and Director
1968-1994; Director of
NationsBank Corporation,
Royal Group, Inc., Sonoco
Products Company and Bassett
Furniture Industries, Inc.
S. Lance Van Every (10) 46 Private investor for more 1,527,180 (15) 4.9%
1990 than the past five years
Victoria S. Sutton 41 Private investor since 1994; 1,062 (5)
1990 President of Paramount Parks
Inc. in 1993; Vice President
of Kings Entertainment
Company, Charlotte, NC
(Theme park operator) and
General Manager of Carowinds
Theme Park 1984-1992
</TABLE>
The six members of the Board of Directors listed below were elected to
their current terms, which expire in 1996, at the Annual Meeting of
Stockholders held on April 16, 1993.
<TABLE>
<S> <C> <C> <C> <C>
J. W. Disher(7) 60 Chairman of the Board of the 36,197 (16) (5)(9)
1968 Company since 1991, Chief 1,409,292 (6) 4.6%
Executive Officer since
1990, President since 1988;
Director of First Union
National Bank of North
Carolina
William B. Meacham(7) 52 Vice President of the 17,676 (17) (5)(9)
1986 Company since 1986 1,409,292 (6) 4.6%
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND INFORMATION ABOUT COMMON COMMON STOCK
DIRECTOR SINCE (1) AGE NOMINEES AND DIRECTORS STOCK OWNED (2) OUTSTANDING
- ----------------------- --- --------------------------- --------------- ------------
<S> <C> <C> <C> <C>
Gerald K. Smith (7)(3) 43 Vice President of the 28,798 (18) (5)(9)
1986 Company since 1993;
Assistant Vice President
1981-1993
Robert V. Sisk (10) 58 President of Piedmont 268,670 (19) (5)
1990 Engineering Corp.,
Charlotte, NC (Industrial
refrigeration systems) since
1965
R. Gerald Swain (7) 57 Vice President of the 12,355 (20) (5)(9)
1992 Company since 1991,
Assistant Vice President
1989-1991 and District Sales
Manager 1969-1989
Earl D. Leake (7) 42 Treasurer and Assistant 12,194 (21) (5)(9)
1993 Secretary of the Company
since 1988
</TABLE>
________________
(1) The information about the Directors was furnished to the Company by the
Directors.
(2) All shares are owned directly and with sole voting and dispositive power
except as otherwise noted. Common Stock ownership information is as of
February 1, 1994.
(3) Mr. Sloan is Mr. Smith's uncle.
(4) Includes 3,876 shares held by Mr. Sloan's wife.
(5) Less than 1%.
(6) Consists of shares held by the Philip L. Van Every Foundation of which
Messrs. Sloan, Stroup, Horack, Disher and Meacham are members of the
Board of Administrators and NationsBank of North Carolina, N.A., is
trustee.
(7) Member of the Executive Committee.
(8) Includes 23,500 shares subject to exercisable options and 589 shares held
by Mr. Stroup's wife.
(9) Based on the number of shares outstanding plus shares subject to options
that are currently exercisable.
(10) Stephen H. Van Every, Jr. and S. Lance Van Every are cousins and Mr.
Sisk's wife is their cousin.
(11) Includes 3,986 shares held by Stephen H. Van Every, Jr. as trustee for his
children.
(12) Includes 10,200 shares subject to exercisable options, 1,800 shares held
by Mr. Melvin's wife and 311 shares held by Mr. Melvin as custodian for
his grandchildren.
(13) Includes 23,400 shares subject to exercisable options and 149 shares held
by Mr. Horack as custodian for his minor children.
(14) Consists of 32,000 shares held by The Dickson Foundation, Inc. of which
Mr. Dickson is a member of the Board of Directors and its investment
committee, 7,200 shares held by a trust for which Mr.
5
<PAGE> 8
Dickson, his brother and NationsBank of North Carolina, N. A., are
co-trustees and 62 shares held in his wife's Individual Retirement
Account.
(15) Includes 37,077 shares either held by S. Lance Van Every as custodian or
in trust for his children, 651,110 shares held in a trust as to which Mr.
Van Every has the sole power to vote but no power to dispose and 52,044
shares held in a trust as to which Mr. Van Every has shared power to vote
and dispose.
(16) Includes 14,500 shares subject to exercisable options and 700 shares held
by Mr. Disher's wife.
(17) Includes 15,000 shares subject to exercisable options and 982 shares held
by Mr. Meacham as custodian for his minor child.
(18) Includes 20,850 shares subject to exercisable options and 500 shares held
by Mr. Smith's wife.
(19) Includes 268,612 shares held by Mr. Sisk's wife.
(20) Includes 9,150 shares subject to exercisable options, 2,592 shares held by
Mr. Swain in joint tenancy with his wife and 46 shares held by Mr. Swain
as custodian for his minor child.
(21) Includes 11,650 shares subject to exercisable options and 71 shares held
by Mr. Leake as custodian for his minor child.
NationsBank of North Carolina, N. A., acts as trustee of one of the
Company's Profit Sharing Trusts, for which the Company pays the bank's standard
fees. Messrs. Dowd and Dickson are directors of NationsBank, its parent
corporation, and Mr. Sloan was a director until April 1993. First Union
National Bank of North Carolina acts as trustee of the other of the Company's
Profit Sharing Trusts and the Company's 401(k) Retirement Savings Plan, for
which the Company pays the bank's standard fees. Mr. Disher is a director of
First Union National Bank of North Carolina.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met seven times during the fiscal year. Each
director attended 75% or more of the total number of meetings of the Board of
Directors and meetings of all Committees on which he or she served.
The Audit Committee is composed of Victoria S. Sutton, Paul A. Stroup,
III, William R. Holland, W. Frank Dowd, Jr., Alan T. Dickson and Stephen H.
Van Every, Jr. and is responsible for recommending independent auditors for the
Company, reviewing the Company's financial statements, audit report, internal
financial controls and internal audit procedures and approving services to be
performed by the Company's independent auditors. Leroy Robinson resigned from
the Audit Committee effective April 16, 1993 and was replaced by William R.
Holland. The Audit Committee met four times during the fiscal year.
The Nominating Committee is composed of A. F. Sloan, J. W. Disher, Paul A.
Stroup, III, Alan T. Dickson, S. Lance Van Every and Robert V. Sisk. Leroy
Robinson resigned from the Nominating Committee effective April 16, 1993 and
was replaced by Alan T. Dickson. Its functions include the screening and
recommendation of candidates for election to the Board of Directors of the
Company. The Committee will consider nominees recommended by stockholders,
which nominations may be made in writing and directed to A. F. Sloan, Chairman
of the Committee. The Nominating Committee met twice during the fiscal year.
Information with respect to the Compensation and Stock Option Committees
is provided below.
6
<PAGE> 9
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year, the following served on the Compensation
Committee: W. Frank Dowd, Jr., A.F. Sloan, J.W. Disher, S. Lance Van Every,
Robert V. Sisk and Stephen H. Van Every, Jr. Mr. Disher is the Chairman,
President and Chief Executive Officer of the Company and Mr. Sloan retired in
1990 after serving as Chairman and Chief Executive Officer of the Company. Mr.
Disher resigned as a member of the Compensation Committee on March 1, 1993
prior to the holding of any meetings of the Committee to consider 1993
compensation.
Until April 16, 1993, the following served on the Stock Option Committee:
Alan T. Dickson, W. Frank Dowd, Jr., A.F. Sloan, S. Lance Van Every, Robert
V. Sisk, Stephen H. Van Every, Jr. and Leroy Robinson, when the Committee's
functions were assumed by the Compensation Committee. Mr. Sloan retired in
1990 after serving as Chairman and Chief Executive Officer of the Company. The
Stock Option Committee did not meet during the fiscal year.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company, whose
members are named above, provides overall guidance to the Company's executive
compensation process. The Compensation Committee is composed of five members
of the Board of Directors. The Committee met once during the fiscal year. The
Compensation Committee's recommendations regarding the salary of the Chief
Executive Officer and the other officers of the Company are subject to approval
by the Board, except for decisions about grants under the Company's Stock
Option Plans, which are made solely by the Compensation Committee in order for
the grants to satisfy tax and securities law requirements. The Chief Executive
Officer and the four other highest paid executive officers are collectively
referred to as the named Executive Officers.
The Compensation Committee's compensation policies are designed to fairly
compensate the officers of the Company for the effective exercise of their
responsibilities, their management of the business functions for which they are
responsible, the motivation of those officers and employees reporting to them,
their extended period of service to the Company and their dedication and
diligence in carrying out their responsibilities. Virtually all of the
officers' annual compensation consists of a base salary. The salary is
designed to reward the officers for the performance of their responsibilities
and their long-term commitment to the Company. Over the years, virtually all
of the officers of the Company have been employees who have devoted their
entire business careers to the Company. In 1993 and prior years, the
Compensation Committee has granted modest increases to the officers based on
recommendations from the Chief Executive Officer who has consulted with other
officers of the Company. From time to time, the Compensation Committee has
made adjustments to such recommendations. In 1993, the Board accepted and
approved the recommendations of the Compensation Committee. The Compensation
Committee also takes into account the fact that each of the named Executive
Officers has entered into an Executive Employment Agreement described below
which provides for supplemental retirement benefits and that the Stock Option
Committee granted stock options to the officers of the Company during 1992 and
in prior years, as described below with respect to the named Executive
Officers.
In considering salaries for the 1993 fiscal year, the Committee considered
the Company's overall performance over a period of years. The Committee
considered that the compensation for the Chief Executive Officer and the named
Executive Officers is generally less than that of the officers of companies of
comparable size, revenues and profits operating in the area of the Company's
headquarters in North Carolina. The Committee considered, among other things,
continued increases in the Company's revenues in a period of economic
recession, the lack of growth in the Company's net income in recent years and
increased competitiveness in the snack foods industry and recommended modest
increases in the salaries of the named Executive Officers which averaged 6.3%
for 1993 over 1992.
7
<PAGE> 10
With respect to the Chief Executive Officer, J. W. Disher, the Committee
did not make special note of performance factors with respect to Mr. Disher but
considered the same factors as it considered for all officers of the Company.
However, Mr. Disher's salary was increased only 3.8% for 1993 over 1992.
The above report is presented by the following members of the Compensation
Committee: W. Frank Dowd, Jr., Robert V. Sisk, A.F. Sloan, S. Lance Van
Every and Stephen H. Van Every, Jr.
STOCKHOLDER RETURN PERFORMANCE GRAPH
Included below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's Common Stock against
the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index
and the Company's Peer Group for the period commencing December 31, 1988 and
ending December 25, 1993 covering the Company's five fiscal years ended
December 30, 1989, December 29, 1990, December 28, 1991, December 26, 1992 and
December 25, 1993.
The Company has selected a Peer Group consisting of the three
publicly-traded companies named below, which are in the snack foods industry.
Virtually all of the Company's direct competitors and peers are privately-held
companies or subsidiaries or divisions of larger publicly-held companies so
that the available members of the Peer Group are limited.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ STOCK MARKET INDEX AND PEER GROUP
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
The Company 100.0 126.5 113.3 124.7 138.6 118.6
NASDAQ Stock Market 100.0 121.2 102.5 159.4 189.0 213.8
PEER GROUP 100.0 107.1 72.9 108.2 99.2 128.2
</TABLE>
This graph assumes that $100 was invested in the Company's Common Stock on
December 31, 1988, in the NASDAQ Stock Market (U.S. Companies) Index and in
the Peer Group, which consists of Golden Enterprises, Inc., Grist Mill Company
and J&J Snack Foods Corp., and that dividends were reinvested.
8
<PAGE> 11
EXECUTIVE OFFICER COMPENSATION
The table below shows the compensation paid or accrued by the Company,
for the three fiscal years ended December 25, 1993, December 26, 1992 and
December 28, 1991, to or for the account of each of the Chief Executive Officer
and the Company's four other highest paid executive officers (collectively, the
named Executive Officers).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------- -----------------------
NAME AND OTHER ANNUAL SECURITIES ALL OTHER
PRINCIPAL FISCAL COMPENSATION UNDERLYING COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($) (1) OPTIONS (#SH) ($) (2)
- ----------- ------ ---------- --------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
J. W. Disher 1993 281,648 0 -- 0 13,620
President and 1992 273,122 0 -- 6,000 14,760
Chief Executive 1991 248,648 0 -- 0 13,123
Officer
Paul A. Stroup, III 1993 175,620 0 -- 0 10,882
Executive Vice 1992 168,255 0 28,628 5,100 11,602
President 1991 153,831 0 -- 0 9,861
G. R. Melvin 1993 153,074 0 -- 0 8,678
Vice President 1992 148,861 0 -- 3,600 9,439
1991 138,624 0 -- 0 8,067
William B. Meacham 1993 137,608 0 -- 0 7,738
Vice President 1992 130,326 0 -- 3,600 8,200
1991 119,233 0 -- 0 6,876
Thomas B. Horack 1993 136,932 0 -- 0 7,671
Vice President 1992 129,863 0 -- 3,600 8,142
1991 120,112 0 -- 0 6,883
</TABLE>
________________
(1) Other than Mr. Stroup, no named Executive Officer has received personal
benefits during the listed years in excess of 10% of annual salary.
The amount for Mr. Stroup in 1992 represents the incremental cost to
the Company for certain personal benefits, including $25,200 for club
initiation and dues.
(2) For fiscal year 1993, includes amounts contributed by the Company under
the Company's Profit-Sharing Retirement Plan as follows: J.W. Disher
$13,100, P.A. Stroup, III $9,738, G.R. Melvin $8,626, W.B. Meacham
$7,608 and T.B. Horack $7,662 and amounts contributed by the Company
under the Company's Employee Stock Purchase Plan as follows: J.W.
Disher $520, P.A. Stroup, III $1,144, G.R. Melvin $52, W.B. Meacham
$130 and T.B. Horack $8.50.
The named Executive Officers have each executed an Executive Employment
Agreement with the Company. The provisions of all these agreements are
substantially identical. Each agreement provides for the continued full-time
employment of the executive by the Company in the same or another executive
position until retirement (which includes termination after a Change of Control
of the Company, as described below, or termination due to disability) or death,
whereupon the Company will pay the executive or his beneficiary supplemental
retirement or death benefits, subject to certain conditions of forfeiture. The
executive, however, may be terminated by the Company for cause (as defined in
the agreement). The maximum amount payable upon retirement is five times the
annual salary being received by the executive at the time of retirement.
Payment is made in thirteen installments each year over the period between the
date of actual retirement and the earlier of (1) the end of the Company's
fiscal year in which the executive reaches the age of 75, or (2) the end of the
9
<PAGE> 12
fiscal year in which the fifteenth anniversary date of the executive's
termination of employment occurs. Lesser amounts are payable in the event of
death. The agreement also provides that as long as the executive is entitled
to payments under the agreement he will not become an employee, director or
consultant to a corporation, partnership or have any ownership interest
therein, which competes with the Company. The executive loses all rights to
payment under the agreement if he voluntarily quits the Company or is
terminated for cause. The agreement also provides for the executive to provide
ongoing services to the Company after his retirement, generally of a consulting
nature. The Company will pay the executive a reasonable per diem amount and
will reimburse him for his costs of providing such services. In 1993, the
Company entered into a Trust Agreement with First Union National Bank of North
Carolina to create the Lance, Inc. Key Executive Employee Benefit Plan Trust
(the Trust) which provides that, in the event of a Change of Control of the
Company, the Company will fund the Trust with cash in an amount sufficient to
pay the full amount payable under each Executive Employment Agreement. A
Change of Control for the purposes of the Executive Employment Agreements and
the Trust means the acquisition or contracting for the acquisition or otherwise
controlling in excess of 35% of the voting securities of the Company by any
person excluding voting securities beneficially owned by members of the Van
Every Family which consists of the descendants of Salem A. Van Every, Sr.,
deceased, and their spouses.
The table below shows, on an aggregated basis, each exercise of stock
options or tandem SARs during the fiscal year ended December 25, 1993 by each
of the named Executive Officers and the 1993 fiscal year-end value of
unexercised options and SARs.
AGGREGATED OPTION/SAR EXERCISES IN THE 1993 FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION> NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#SH) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- -------------- ----------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
J. W. Disher 5,010 31,939 20,500/2,000 7,122/0
P. A. Stroup, III 0 0 23,500/1,700 21,315/0
G. R. Melvin 9,600 58,498 10,200/1,200 0/0
W. B. Meacham 0 0 15,000/1,200 5,487/0
T. B. Horack 0 0 23,400/1,200 31,349/0
</TABLE>
DIRECTOR COMPENSATION
Directors who are employees of the Company or its subsidiaries receive
no additional compensation for serving as directors. Directors who are not
employees of the Company or its subsidiaries receive an annual fee of $10,000
plus $500 for each Board meeting attended and $500 for each Committee meeting
attended, except the fee for a Committee meeting held on the same day as a
Board meeting is $250.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick as independent
public accountants to audit the financial statements of the Company and its
subsidiaries for the 1994 fiscal year. This selection is being presented to
the stockholders for their ratification or rejection at this Annual Meeting.
KPMG Peat Marwick served as the Company's independent certified public
accountants to audit the financial statements of the Company and its
subsidiaries beginning with the 1991 fiscal year.
10
<PAGE> 13
Representatives of KPMG Peat Marwick are expected to be present at the
Annual Meeting of Stockholders and will have an opportunity to make a statement
if they desire to do so. The representatives of KPMG Peat Marwick are expected
to be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR the ratification of the
selection of KPMG Peat Marwick as independent public accountants to audit the
financial statements of the Company and its subsidiaries for the 1994 fiscal
year, and proxies solicited by the Board of Directors will be so voted unless
stockholders specify a different choice.
If the stockholders do not ratify the selection of KPMG Peat Marwick,
the selection of independent public accountants will be reconsidered by the
Board of Directors.
STOCKHOLDER PROPOSALS
Any proposal that a stockholder intends to present for action at the
1995 Annual Meeting of Stockholders, currently scheduled for April 14, 1995,
must be received by the Company no later than November 10, 1994, in order for
the proposal to be included in the proxy statement and form of proxy for the
1995 Annual Meeting of Stockholders. The proposal should be sent to Secretary,
Lance, Inc., Box 32368, Charlotte, North Carolina 28232.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and Executive Officers and persons who own more than 10% of
the Company's Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the Common
Stock. Officers, Directors and greater than 10% stockholders are required to
furnish the Company with copies of all such reports they file. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 25, 1993, all Section 16(a)
filing requirements applicable to its Executive Officers, Directors and greater
than 10% beneficial owners were complied with.
ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION
UPON THE WRITTEN REQUEST OF ANY PERSON WHO AT FEBRUARY 22, 1994 WAS A
RECORD OR BENEFICIAL STOCKHOLDER OF THE COMPANY, THE COMPANY WILL PROVIDE
WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 25, 1993, INCLUDING
THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES. THE COMPANY'S
ANNUAL REPORT TO STOCKHOLDERS HAS BEEN MAILED WITH THIS PROXY STATEMENT TO EACH
STOCKHOLDER. REQUESTS FOR COPIES OF THE ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION SHOULD BE ADDRESSED TO SECRETARY, LANCE, INC., BOX 32368,
CHARLOTTE, NORTH CAROLINA 28232.
11
<PAGE> 14
[LOGO] LANCE, INC. PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD APRIL 15, 1994
The undersigned hereby appoints J. W. Disher and Paul A. Stroup, III,
and each or either of them, proxies, with full power of substitution, with the
powers the undersigned would possess if personally present, to vote, as
designated below, all shares of the $.83-1/3 par value Common Stock of the
undersigned in Lance, Inc. at the Annual Meeting of Stockholders to be held on
April 15, 1994, and at any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN AND, UNLESS OTHERWISE
DIRECTED, WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND FOR
PROPOSAL 2. The Board of Directors recommends voting FOR on each item.
1. ELECTION OF DIRECTORS: Nominees are A. F. Sloan, Paul A. Stroup, III,
Stephen H. Van Every, Jr., William R. Holland and Scott C. Lea.
/ / FOR all listed nominees (except do not vote for the
nominee(s) whose name(s) I have written below)
- -------------------------------------------------------------------------------
/ / WITHHOLD AUTHORITY to vote for the listed nominees
2. RATIFICATION OF SELECTION OF KPMG PEAT MARWICK AS AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
(Continued from other side)
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Receipt of Notice of Annual Meeting and accompanying Proxy Statement is
hereby acknowledged.
PLEASE DATE AND SIGN EXACTLY AS PRINTED BELOW AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE PAID ENVELOPE.
Dated: ,1994.
-------------------
---------------------------------
---------------------------------
(When signing as attorney,
executor, administrator,
trustee, guardian, etc., give
title as such. If joint
account, each joint owner
should sign.)
