<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
NATIONAL BEVERAGE CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
NATIONAL BEVERAGE CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME: 2:00 P.M. (LOCAL TIME)
DATE: OCTOBER 25, 1996
PLACE: THE PEABODY
9801 INTERNATIONAL DRIVE
ORLANDO, FLORIDA 32819
At the Annual Meeting of Shareholders of National Beverage Corp. (the
"Company"), and any adjournments or postponements thereof (the "Meeting"), the
following proposals are on the agenda for action by the shareholders:
1. TO ELECT ONE DIRECTOR TO SERVE AS A CLASS III
DIRECTOR FOR A TERM OF THREE YEARS.
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Only holders of record of common stock, par value $.01 per share, of
the Company, at the close of business on September 9, 1996 are entitled to
notice of, and to vote at, the Meeting.
A complete list of the shareholders entitled to vote at the Meeting
will be open for examination by any shareholder, for any proper purpose, at the
Meeting and during ordinary business hours for a period of ten days prior to
the Meeting at the corporate offices of the Company at One North University
Drive, Fort Lauderdale, Florida 33324, as well as at the Company's
manufacturing facility located at 2221 Highway 44 West, Eustis, Florida 32776.
A Proxy Statement, setting forth certain additional information, and
the Company's Annual Report accompany this Notice of Annual Meeting.
All shareholders are cordially invited to attend the Meeting in
person. PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE
addressed to the Company, since a majority of the outstanding shares entitled
to vote at the Meeting must be represented at the Meeting in order to transact
business. Shareholders have the power to revoke any such proxy at any time
before it is voted at the Meeting and the giving of such proxy will not affect
your right to vote in person at the Meeting. Your vote is very important.
By Order of the Board of Directors,
Nick A. Caporella
Chairman of the Board of Directors,
Chief Executive Officer and President
September 27, 1996
Fort Lauderdale, Florida
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of National Beverage
Corp., a Delaware corporation (the "Company") in connection with the
solicitation, by order of the Board of Directors of the Company (the "Board of
Directors"), of proxies to be voted at the Annual Meeting of Shareholders of
the Company to be held at The Peabody, 9801 International Drive, Orlando,
Florida 32819, on October 25, 1996 at 2:00 p.m., local time, or any adjournment
or postponement thereof (the "Meeting"). The accompanying proxy is being
solicited on behalf of the Board of Directors. The mailing address of the
principal executive offices of the Company is P.O. Box 16720, Fort Lauderdale,
Florida 33318. The approximate date on which this Proxy Statement and the
accompanying form of proxy were first sent to shareholders is September 27,
1996.
A shareholder who gives a proxy may revoke it at any time before it is
exercised by sending a written notice to Joseph G. Caporella, Executive Vice
President and Corporate Secretary, at the address set forth above, by returning
a later dated signed proxy, or by attending the Meeting and voting in person.
Unless the proxy is revoked, the shares represented thereby will be voted as
specified at the Meeting or any adjournment or postponement thereof.
The Annual Report of the Company for the fiscal year ended April 27,
1996 (the "Annual Report") is being mailed with this Proxy Statement to all
holders of record as of September 9, 1996 of common stock, par value $.01 per
share, of the Company (the "Common Stock"). Additional copies of the Annual
Report will be furnished to any shareholder upon request.
Any proposal of a shareholder intended to be presented at the
Company's 1997 Annual Meeting of Shareholders must be received by the Company
for inclusion in the Proxy Statement and form of proxy for that meeting no
later than June 27, 1997.
1
<PAGE> 4
SECURITY OWNERSHIP
PRINCIPAL SHAREHOLDERS
Each holder of Common Stock is entitled to one vote for each share
held of record at the close of business on September 9, 1996. As of such date,
9,219,764 shares of Common Stock were outstanding. As of September 9, 1996,
the only persons known by the Company to own of record or beneficially more
than 5% of the outstanding Common Stock were the following:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL
OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP PERCENT OF CLASS
- ------------------- -------------- --------- ----------------
<S> <C> <C> <C>
Nick A. Caporella Common Stock 7,133,652(1) 77.4%
One North University Drive
Fort Lauderdale, Florida 33324
IBS Partners Ltd. Common Stock 6,937,968 75.3%
Three Riverway, Suite 440
Houston, Texas 77056
</TABLE>
(1) Includes 6,937,968 shares owned by IBS Partners Ltd. ("IBS").
IBS is a Texas limited partnership of which Mr. Caporella is
the sole general partner. By virtue of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), Mr. Caporella would be deemed to beneficially
own the shares of Common Stock owned by IBS. Also includes
5,000 shares held by the wife of Mr. Caporella, as to which
Mr. Caporella disclaims beneficial ownership.
MANAGEMENT
The table below reflects as of September 9, 1996 the number of shares
of Common Stock beneficially owned by the directors and each of the executive
officers named in the Summary Compensation Table hereinafter set forth, and the
number of shares beneficially owned by all directors and executive officers as
a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------ -------------------- ----------------
<S> <C> <C> <C>
Nick A. Caporella 7,133,652 (1) 77.4%
Joseph G. Caporella 22,000 (2) *
S. Lee Kling 33,500 *
Joseph P. Klock, Jr. 6,000 (3) *
All executive officers and directors 7,198,052 (4) 78.1%
as a group (7 in number)
</TABLE>
*Less than 1%
(1) Includes 6,937,968 shares held by IBS. Mr. Caporella is the
sole general partner of IBS. Also includes 5,000 shares held
by the wife of Mr. Caporella, as to which Mr. Caporella
disclaims beneficial ownership.
(2) Represents shares issuable upon exercise of currently
exercisable options.
(3) Includes 4,000 shares issuable upon exercise of currently
exercisable options.
(4) Includes 26,000 shares issuable upon exercise of currently
exercisable options.
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Executive officers, directors and greater than ten percent
(10%) beneficial owners are required by regulation of the Commission to furnish
the Company with copies of all Section 16(a) forms so filed.
2
<PAGE> 5
Based solely upon a review of the Forms 3, 4 and 5 and amendments
thereto and certain written representations furnished to the Company, the
Company believes that, during the fiscal year ended April 27, 1996, its
executive officers, directors and greater than ten percent (10%) beneficial
owners complied with all applicable filing requirements.
QUORUM
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum.
PROPOSAL FOR ELECTION OF DIRECTORS
The Board of Directors is currently comprised of four directors
elected in three classes (the "Classes"), with one Class I director, two Class
II directors and one Class III director. Directors in each class hold office
for three year terms. The terms of the Classes are staggered so that the term
of one Class terminates each year. The term of the current Class III director
expires at the 1996 Annual Meeting and when his respective successor has been
duly elected and qualified.
The Board of Directors has nominated Nick A. Caporella for election as
director in Class III with a term of office of three years expiring at the
Annual Meeting of Shareholders to be held in 1999. In order to be elected as a
director, a nominee must receive a plurality of affirmative votes cast by the
shares present or represented at a duly convened meeting. Shareholders have no
right to vote cumulatively.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE FOR THE CLASS
III DIRECTOR.
INFORMATION AS TO NOMINEE AND OTHER DIRECTORSHIPS
The following information concerning principal occupation or
employment during the past five years, other directorships and age has been
furnished to the Company by the nominee for the Class III director, and by the
directors in Classes I and II whose terms expire at the Company's Annual
Meeting of Shareholders in 1997 and 1998, respectively, and when their
respective successors have been duly elected and qualified.
NOMINEE FOR DIRECTOR
CLASS III
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING DIRECTOR TERM
NAME AGE THE PAST FIVE YEARS SINCE EXPIRES
---- --- ------------------- ----- -------
<S> <C> <C> <C> <C>
Nick A. Caporella 60 Chairman of the Board, 1985 1999
Chief Executive Officer,
and President of National
Beverage Corp.
</TABLE>
3
<PAGE> 6
DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING
CLASS I
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING DIRECTOR TERM
NAME AGE THE PAST FIVE YEARS SINCE EXPIRES
---- --- ------------------- ----- -------
<S> <C> <C> <C> <C>
Joseph G. Caporella 36 Executive Vice President 1987 1997
and Corporate Secretary
of National Beverage Corp.
</TABLE>
CLASS II
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING DIRECTOR TERM
NAME AGE THE PAST FIVE YEARS SINCE EXPIRES
---- --- ------------------- ----- -------
<S> <C> <C> <C> <C>
S. Lee Kling 67 Chairman of the Board 1993 1998
of Kling Rechter & Co.,
a merchant banking
company
Joseph P. Klock, Jr. 47 Chairman and Managing 1987 1998
Partner of Steel, Hector
& Davis, a law firm
located in Miami, Florida
</TABLE>
Additional information regarding the nominee for election as director and the
continuing directors of the Company is as follows:
NOMINEE
Nick A. Caporella has served as Chairman of the Board, President,
Chief Executive Officer, and Chief Financial Officer of the Company since the
Company was founded in 1985. Mr. Caporella served as President and Chief
Executive Officer (since 1976) and Chairman of the Board (since 1989) of Burnup
& Sims Inc. ("Burnup") until March 11, 1994. Since January 1, 1992, Mr.
Caporella's services are provided to the Company through Corporate Management
Advisers, Inc. (the "Management Company"), a company which he owns. See
"Certain Relationships and Related Party Transactions."
CONTINUING DIRECTORS
Joseph G. Caporella has served as Executive Vice President and
Corporate Secretary of the Company since January 1991. From January 1990 to
January 1991, he served as Executive Vice President of BevCo Sales, Inc., a
subsidiary of the Company. Mr. Joseph G. Caporella is the son of Mr. Nick A.
Caporella.
S. Lee Kling has served as Chairman of the Board of Kling Rechter &
Co., a merchant banking company, since December 1, 1991. Mr. Kling served as
Chairman of the Board of Landmark Bancshares Corp., a bank holding company
located in St. Louis, Missouri, from 1974 through December 1991, when the
Company merged with Magna Group, Inc. He served additionally as the company's
Chief Executive Officer from 1974 through October 1990. Mr. Kling also serves
on the Board of Directors of Bernard Chaus, Inc., E-Systems, Inc., Falcon
Products, Inc., Hanover Direct, Inc., Lewis Galoob Toys, Inc., Magna Group,
Inc., and Top Air Manufacturing, Inc.
4
<PAGE> 7
Joseph P. Klock, Jr. is Chairman and Managing Partner of Steel, Hector
& Davis, a law firm located in Miami, Florida, and has been a partner of the
firm since 1977.
INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held five meetings during the fiscal year ended
April 27, 1996 ("Fiscal 1996"). The Board of Directors has standing Audit,
Compensation and Stock Option, and Nominating Committees.
The members of the Company's Audit Committee are Messrs. Kling
(Chairman) and Klock. During Fiscal 1996, the Audit Committee held three
meetings. The principal functions of the Audit Committee are to recommend to
the Board of Directors the engagement of the independent accountants of the
Company and review with the independent accountants and the Company's internal
audit department the scope and results of audits, the internal accounting
controls of the Company, audit practices and the professional services
furnished by the independent accountants.
The members of the Company's Compensation and Stock Option Committee
are Messrs. Klock (Chairman), Kling and Joseph G. Caporella. During Fiscal
1996, the Compensation and Stock Option Committee held two meetings. The
principal functions of the Compensation and Stock Option Committee are to
review and approve all salary arrangements, including annual incentive awards,
for officers and employees of the Company and to administer the Company's
employee benefit plans.
The members of the Company's Nominating Committee are Messrs. Nick A.
Caporella (Chairman) and Kling. During Fiscal 1996, the Nominating Committee
held one meeting. The Nominating Committee recommends to the Board of
Directors candidates for election to the Board of Directors.
Each director attended all of the meetings of the board and committees
on which he serves.
DIRECTOR COMPENSATION
Officers of the Company who are also directors do not receive any fee
or remuneration for services as members of the Board of Directors or of any
Committee of the Board of Directors. Non-management directors receive a
retainer fee of $15,000 per annum, a fee of $600 for each board meeting
attended and a fee of $400 ($600 in the case of a committee chairman) for each
committee meeting attended.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows, for the fiscal years ended April 27, 1996,
April 29, 1995 and April 30, 1994, the cash compensation paid by the Company,
as well as certain other compensation paid or accrued for those years, to the
Chief Executive Officer and to the single other executive officer of the
Company whose combined salary and bonus exceeded $100,000 in Fiscal 1996:
5
<PAGE> 8
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
------------------- -----------------------------
YEAR SALARY BONUS SECURITIES UNDERLYING OPTIONS
---- ------ ----- -----------------------------
<S> <C> <C> <C> <C>
Nick A. Caporella (1) 1996 - - -
Chairman of the Board, 1995 - - -
President, and Chief 1994 - - -
Executive Officer
Joseph G. Caporella 1996 $ 135,000 $ 80,794 6,500
Executive Vice President 1995 131,250 88,000 30,000
and Corporate Secretary 1994 109,000 75,000 -
</TABLE>
(1) Mr. Caporella's services are provided to the Company through
the Management Company, an entity owned by Mr. Caporella. The
Management Company provides management services to the Company
and its subsidiaries through a group of employees, including
Mr. Caporella, and receives an annual base fee equal to one
percent (1%) of consolidated net sales of the Company, plus
incentive compensation based on certain factors to be
determined by the Compensation and Stock Option Committee. The
Company accrued $3,504,000, $3,487,000 and $3,477,000 for
services rendered by the Management Company in fiscal years
1996, 1995 and 1994, respectively, and no incentive
compensation was accrued and or paid in any year. No other
employee of the Management Company was paid in excess of
$100,000 with respect to services provided to the Company in
fiscal year 1996. See "Certain Relationships and Related
Party Transactions".
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES OF STOCK
------------------------------------------------ PRICE APPRECIATION FOR OPTION TERM
NO. OF SECURITIES % OF TOTAL OPTIONS GRANTED EXERCISE EXPIRATION ----------------------------------
NAME UNDERLYING OPTIONS TO EMPLOYEES IN FISCAL YEAR PRICE DATE 5% 10%
- ---- ------------------ --------------------------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Joseph G.
Caporella 6,500 7.5% $5.13 01-06 $20,995 $53,170
</TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1996 AND FISCAL 1996 YEAR-END OPTION
VALUES
No named executive officer exercised stock options during the fiscal
year ended April 27, 1996. The following table sets forth information with
respect to the named executive officer concerning unexercised options held as
of April 27, 1996:
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS (1)
------------------------------------------------ ---------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Joseph G.
Caporella 22,000 24,500 $145,720 $117,860
</TABLE>
(1) Amount reflects potential gains on outstanding options based on
the closing price of the Common Stock on April 26, 1996.
The Company does not maintain any reportable long-term incentive plans.
6
<PAGE> 9
COMPENSATION COMMITTEE REPORT
The Compensation and Stock Option Committee of the Board of Directors
has furnished the following report:
Mr. Nick A. Caporella was not compensated by the Company or its
subsidiaries during the past fiscal year. Corporate Management Advisers, Inc.,
a Delaware corporation, of which all of the outstanding shares of capital stock
are owned by Nick A. Caporella, provides management services to the Company and
its subsidiaries through a group of employees, including Nick A. Caporella,
and receives a management fee from the Company pursuant to the terms of a
management agreement adopted in fiscal 1992 prior to the Company having
publicly traded shares. (See "Certain Relationships and Related Party
Transactions".) The Management Company receives an annual base fee from the
Company equal to one percent of the consolidated net sales of the Company, plus
incentive compensation based upon certain factors to be determined by the
Compensation and Stock Option Committee of the Board of Directors. The Company
has accrued $3,504,000 for services rendered by the employees of the Management
Company for the fiscal year ended April 27, 1996. No incentive compensation
has been incurred or approved under the management agreement since its
inception in fiscal 1992.
The Company's compensation structure has been designed to enable the
Company to attract, motivate and retain top quality executives by providing a
fully competitive and comprehensive package which reflects individual
performance as well as annual incentive awards. The awards are payable in cash
and are based on the achievement of performance goals established by the
Committee, in consultation with the Chief Executive Officer. Consideration is
also given to comparable compensation data for persons holding similarly
responsible positions at other companies in determining appropriate
compensation levels. In addition, long-term, stock-based awards are granted to
strengthen the mutuality of interest between the executive and the Company's
shareholders and to motivate and reward the achievement of important long-term
performance objectives of the Company.
Long-term incentive compensation for executives currently consists of
stock-based awards made under the Company's 1991 Omnibus Incentive Plan, of
which there are outstanding stock options with vesting schedules typically of
five years. The Company issues stock awards with long term vesting schedules
to increase the level of the executive's stock ownership by continued
employment with the Company. The long-term incentive programs are intended to
provide rewards to executives only if value is created for shareholders over
time and the executive continues in the employ of the Company. The Committee
believes that employees should have sufficient holdings of the Company's Common
Stock so that their decisions will appropriately foster growth in the value of
the Company. The Committee reviews with the Chief Executive Officer the
recommended individual awards for those executives, other than the Chief
Executive Officer, and evaluates the scope of responsibility, strategic and
operational goals and individual contributions in making final awards.
Compensation and Stock Option Committee:
Mr. Joseph P. Klock, Jr
Mr. S. Lee Kling
Mr. Joseph G. Caporella
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
on the Company's Common Stock for the period from September 9, 1991 (the date
the Company's stock became actively publicly traded) through April 27, 1996
with the cumulative total return of the S&P 500 Stock Index and a Company
constructed index of peer companies. Included in the Company constructed peer
group index are Clearly Canadian Beverage Corporation, Coca-Cola Enterprises,
Inc. and Coca Cola Bottling Co. Consolidated. The graph assumes that the value
of the investment in Common Stock was $100 on September 9, 1991 and that all
dividends were reinvested.
7
<PAGE> 10
COMPARISON OF TOTAL RETURN SINCE SEPTEMBER 9, 1991 OF NATIONAL
BEVERAGE COMMON STOCK, S&P 500, AND PEER GROUP COMPANIES
[GRAPH]
<TABLE>
<CAPTION>
9/9/91 5/2/92 5/1/93 4/30/94 4/29/95 4/27/96
------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
National Beverage $100.00 $ 89.76 $ 80.67 $ 86.36 $125.00 $170.45
S&P 500 $100.00 $106.93 $116.80 $123.02 $144.51 $188.16
Peer Group $100.00 $ 87.52 $ 79.95 $105.66 $132.08 $171.29
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company is a party to a management agreement with Corporate
Management Advisers, Inc., a corporation owned by Nick A. Caporella, pursuant
to which, effective January 1, 1992, the Management Company has provided
corporate finance, strategic planning, business development and other
management services to the Company and its subsidiaries.
The management agreement requires the Management Company to provide to
the Company, subject to the direction and supervision of the Board of Directors
of the Company (i) senior corporate functions (including supervision of the
Company's financial, legal, executive recruitment, internal audit and
management information systems departments) as well as the services of a Chief
Executive Officer and (ii) services in connection with acquisitions,
dispositions and financings by the Company, including identifying and profiling
acquisition candidates, negotiating and structuring potential transactions and
arranging financing for any such transaction.
The Management Company receives an annual base fee from the Company
equal to one percent of the consolidated net sales of the Company, plus
incentive compensation based upon certain factors to be determined by the
Compensation and Stock Option Committee of the Board of Directors. The Company
has accrued $3,504,000 for services rendered by the Management Company for the
fiscal year ended April 27, 1996. No incentive compensation has been incurred
or approved under the management agreement since its inception in fiscal 1992.
(See "Executive Compensation".) Effective May 1, 1992, NewBevCo., Inc.,
a wholly-owned subsidiary of the Company, assumed the obligations of the
Company to pay any fees owed to the Management Company to the extent the
Management Company provides services to NewBevCo., Inc. and its subsidiaries.
Pursuant to its terms, the management agreement currently expires on December
31, 1997, and automatically renews for additional one year periods unless
earlier terminated by either party.
8
<PAGE> 11
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the fiscal years ended April
27, 1996 and April 29, 1995 have been examined by Coopers & Lybrand L.L.P,
independent certified public accountants, and for the fiscal year ended April
30, 1994 by the firm of Deloitte & Touche LLP, independent certified public
accountants. Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the Meeting to make a statement if they so desire and they are
expected to be available to respond to appropriate questions.
Subsequent to the Meeting, the Company's Board of Directors intends to
review the appointment of independent certified public accountants for the next
fiscal year.
PROXY SOLICITATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company. Proxies may be solicited by personal interview,
mail, telephone or telegraph. The Company will also request banks, brokers and
other custodian nominees and fiduciaries to supply proxy material to the
beneficial owners of the Company's Common Stock of whom they have knowledge,
and the Company will reimburse them for their expense in so doing. Certain
directors, officers and other employees of the Company may solicit proxies
without additional remuneration.
METHOD OF COUNTING VOTES
Pursuant to rules promulgated by the Commission, boxes and a
designated blank space are provided on the proxy card for shareholders to mark
if they wish to vote "for" or "withhold authority" (or abstain) to vote for the
director nominee. Under applicable securities laws, Delaware law and the
Company's Restated Certificate of Incorporation and By-laws, an abstention or
withholding of authority to vote will have no effect on the outcome of the
election of directors, as such election is determined by the number of votes
cast. With regard to the election of directors, however, shares represented at
the Meeting by proxies containing instructions to abstain, or withholding
authority to vote, will nonetheless be counted as present for purposes of
determining whether a quorum exists at the Meeting.
A broker non-vote occurs when a broker holding shares registered in a
street name is permitted to vote, in the broker's discretion, on routine
matters without receiving instructions from the client, but is not permitted to
vote without instructions on non-routine matters, and the broker returns a
proxy card with no vote (the "non-vote") on the non-routine matter. Under
Delaware law and the Company's Restated Certificate of Incorporation and
By-laws, broker non-votes will have no impact on any of the matters submitted
to the shareholders, but shares represented by a proxy card marked with a
non-vote would be counted as present for purposes of determining the existence
of a quorum.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
The Board of Directors does not now intend to bring before the Meeting
any matters other than those disclosed in the Notice of Annual Meeting, and it
does not know of any business which persons other than the Board of Directors
intend to present at the Meeting. Should any other matter requiring a vote of
the shareholders arise, the proxies in the enclosed form confer upon the person
or persons entitled to vote the shares represented by any such proxy
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.
9
<PAGE> 12
Please date, sign and return the proxy at your earliest convenience in
the enclosed envelope addressed to the Company; no postage is required for
mailing in the United States. A prompt return of your proxy will be
appreciated as it will save the expense of further mailings.
By Order of the Board of Directors,
Nick A. Caporella
Chairman of the Board of Directors
Chief Executive Officer and President
September 27, 1996
Fort Lauderdale, Florida
10
<PAGE> 13
APPENDIX A
NATIONAL BEVERAGE CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 25, 1996
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby constitutes and appoints David J. Boden and Dean A.
McCoy, and each of them, with full power of substitution, attorneys and proxies
to represent and to vote all of the shares of Common Stock which the undersigned
would be entitled to vote, with all powers the undersigned would possess if
personally present, at the Annual Meeting of the Shareholders of NATIONAL
BEVERAGE CORP., to be held at The Peabody, 9801 International Drive, Orlando,
Florida, on October 25, 1996 at 2:00 p.m. local time, and at any adjournments or
postponements thereof, on all matters coming before said meeting:
1. Election of Class III Director for a term of three years:
Nominee:
Nick A. Caporella
(Mark only one of the following boxes)
[ ] VOTE FOR the nominee listed [ ] VOTE WITHHELD for the
above nominee listed above
2. In their discretion, upon any other business which may properly come
before the meeting or any adjournments or postponements thereof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the election as a Class III Director of the nominee of the Board of
Directors.
The undersigned acknowledges receipt of the accompanying Proxy Statement dated
September 27, 1996.
(When signing as attorney, trustee, executor, administrator, guardian,
corporate officer, or other representative, please give full title. If more
than one trustee, all should sign. Joint owners must each sign.)
[ ] Date: , 1996
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Signature of Shareholder(s)
Please date and sign exactly as name appears above.
