<PAGE> 1
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
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
UniFirst Corporation
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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
UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 9, 2001
The Annual Meeting of the Shareholders of UniFirst Corporation will be held
at FleetBoston Financial Corporation's 2nd Floor Conference Center, 100 Federal
Street, Boston, MA 02110 (the former BankBoston building) on January 9, 2001 at
10:00 A.M. for the following purposes:
1. To elect two Class III Directors, each to serve for a term of three
years;
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
By Order of the Board of Directors
RAYMOND C. ZEMLIN, Clerk
December 1, 2000
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS USE.
<PAGE> 3
UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 9, 2001
AT 10:00 A.M. AT FLEETBOSTON FINANCIAL CORPORATION'S
2ND FLOOR CONFERENCE CENTER, 100 FEDERAL STREET, BOSTON, MA 02110
------------------------
GENERAL INFORMATION
The enclosed proxy is being solicited on behalf of the Board of Directors
of UniFirst Corporation (the "Company") for use at the 2001 Annual Meeting of
Shareholders to be held on January 9, 2001 (the "Annual Meeting") and at any
adjournment thereof. This Proxy Statement, the enclosed proxy and the Company's
2000 Annual Report to Shareholders are being mailed to shareholders on or about
December 1, 2000. Any shareholder signing and returning the enclosed proxy has
the power to revoke it by giving notice of its revocation to the Company in
writing or in the open meeting before any vote with respect to the matters set
forth therein is taken. The shares represented by the enclosed proxy will be
voted as specified therein if said proxy is properly signed and received by the
Company prior to the time of the Annual Meeting and is not properly revoked. The
expense of this proxy solicitation will be borne by the Company. In addition to
the solicitation of proxies by mail, the Directors, officers and employees of
the Company may also solicit proxies personally or by telephone without special
compensation for such activities. The Company may also request persons, firms
and corporations holding shares in their names or in the names of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners. The Company will reimburse such
holders for their reasonable expenses in connection therewith.
The Board of Directors has fixed the close of business on November 17, 2000
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, this Annual Meeting and any adjournments thereof. As of the
close of business on that date, there were outstanding and entitled to vote
9,239,834 shares of common stock, par value $.10 per share ("Common Stock"), and
10,243,744 shares of Class B common stock, par value $.10 per share ("Class B
Common Stock"). Transferees after such date will not be entitled to vote at the
Annual Meeting. Each share of Common Stock is entitled to one vote per share.
Each share of Class B Common Stock is entitled to ten votes per share. All
actions submitted to a vote of shareholders are voted on by holders of Common
Stock and Class B Common Stock voting together as a single class, except for the
election of certain Directors and for the approval of matters requiring class
votes under the Business Corporation Law of The Commonwealth of Massachusetts.
<PAGE> 4
1. ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of six members,
divided into three equal classes, with one class elected each year at the annual
meeting of shareholders. The Directors in each class serve for a term of three
years and until their successors are duly elected and qualified. As the term of
one class expires, a successor class is elected at each annual meeting of
shareholders.
At the Annual Meeting, two Class III Directors will be elected to serve
until the 2004 annual meeting and until their successors are duly elected and
qualified. The Board of Directors has nominated Phillip L. Cohen to be elected
by holders of Common Stock, voting as a separate class, to serve as a Class III
Director and Cynthia Croatti to be elected by holders of Common Stock and Class
B Common Stock, voting together as a single class, to serve as a Class III
Director (collectively, the "Nominees").
Unless otherwise instructed, the persons named in the proxy will vote the
shares to which the proxy relates "FOR" the election of the Nominees to the
Board of Directors. While the Company has no reason to believe that either of
the Nominees will be unable to serve as a Director, in the event either or both
of the Nominees should become unavailable to serve at the time of the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
such proxy for such other person or persons as they may in their discretion
select. A plurality of the votes cast by holders of shares of Common Stock,
voting as a separate class and represented in person or by proxy at the Annual
Meeting and entitled to vote thereon, is necessary to elect Phillip L. Cohen. A
plurality of the votes cast by holders of shares of Common Stock and Class B
Common Stock, voting together as a single class and represented in person or by
proxy at the Annual Meeting and entitled to vote thereon, is necessary to elect
Cynthia Croatti. Consistent with applicable law, the Company intends to count
abstentions and broker non-votes only for the purpose of determining the
presence or absence of a quorum for the transaction of business. Any shares not
voted (whether by abstention, broker non-vote or otherwise) will have no impact
on the election of Directors, except to the extent that the failure to vote for
an individual results in another individual receiving a larger percentage of
votes.
The following table sets forth certain information with respect to the
Nominees as well as the other Directors of the Company.
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
CLASS III DIRECTORS -- TERM EXPIRES IN 2004 (NOMINEES) --- --------
<S> <C> <C>
Cynthia Croatti (1)......................................... 45 1995
MS. CROATTI joined the Company in 1980. She has served as
director since 1995 and Treasurer since 1982 and in
addition, has primary responsibility for overseeing the
purchasing and direct sales functions of the Company.
Phillip L. Cohen (2)........................................ 69 --
MR. COHEN was a partner with an international public
accounting firm from 1965 until his retirement in June
1994 and has been a financial consultant since that
date. He is a director and Treasurer of the Greater
Boston Convention and Visitor's Bureau and a director
of Bike Athletic Co. and Nortek, Inc.
</TABLE>
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
CLASS II DIRECTORS -- TERM EXPIRES IN 2002 --- --------
<S> <C> <C>
Ronald D. Croatti (1)....................................... 57 1982
MR. CROATTI joined the Company in 1965. He became director
of the Company in 1982 and Vice Chairman of the Board
in 1986 and has served as Chief Executive Officer since
1991 and President since 1995. Mr. Croatti has overall
responsibility for the management of the Company.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
CLASS II DIRECTORS -- TERM EXPIRES IN 2002 --- --------
<S> <C> <C>
Donald J. Evans............................................. 74 1973
MR. EVANS has served as director of the Company since
1973. He has served as General Counsel and First Deputy
Commissioner, Massachusetts Department of Revenue,
since November 1996. Prior to that time, Mr. Evans was
a partner in the law firm of Goodwin, Procter and Hoar
LLP, the Company's general counsel.
</TABLE>
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
CLASS I DIRECTORS -- TERM EXPIRES IN 2003 --- --------
<S> <C> <C>
Aldo Croatti (1)............................................ 82 1950
MR. CROATTI has been Chairman of the Board since the
Company's incorporation in 1950 and of certain of its
predecessors since 1940.
Albert Cohen (2)............................................ 73 1989
MR. COHEN has served as director of the Company since
1989. He has been President of A.L.C. Corp., a
consultancy, since September 1998. Prior to that time,
Mr. Cohen was Chairman of the Board and Chief Executive
Officer of Electronic Space Systems Corporation, a
manufacturer of aerospace ground equipment.
</TABLE>
---------------
(1) Ronald Croatti and Cynthia Croatti are the son and daughter, respectively,
of Aldo Croatti.
(2) The Company has designated Messrs. Albert Cohen and Phillip L. Cohen as the
Directors to be elected by the holders of Common Stock voting separately as
a single class.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Officers, Directors and greater than 10% shareholders are required to file
with the Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), reports of
ownership and changes in ownership. Such reports are filed on Form 3, Form 4 and
Form 5 under the Exchange Act, as appropriate. Officers, Directors and greater
than 10% shareholders are required by Exchange Act regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or written representations that no such reports
were required during the 1999 fiscal year, the Company believes that, during
fiscal 1999, all officers, Directors and greater than 10% shareholders complied
with the applicable Section 16(a) filing requirements.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four meetings during the Company's 2000 fiscal
year. During the 2000 fiscal year, the Audit Committee consisted of Albert
Cohen, Reynold L. Hoover and Donald J. Evans, and met on two occasions. The
Audit Committee is responsible for reviewing the scope of audit and other
related services provided by the Company's independent public accountants.
During the 2000 fiscal year, the Compensation Committee consisted of Aldo
Croatti, Chairman, Albert Cohen and Donald J. Evans and met on two occasions.
The Compensation Committee is responsible for reviewing and approving the
Company's executive compensation program. The Company does not have a standing
nominating committee.
Each Director attended at least 75% of all of the meetings of the Board of
Directors and of the committees of which the Director was a member held during
the last fiscal year.
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 30, 2000 certain information
concerning shares of Common Stock and Class B Common Stock beneficially owned by
(i) each Director and Nominee, (ii) each of the executive officers of the
Company named in the Summary Compensation Table, and (iii) all executive
officers and Directors as a group, in each case based on information furnished
by such individuals. Except as otherwise specified, the named beneficial owner
has sole voting and investment power. The information in the table reflects
shares outstanding of each class of common stock on September 30, 2000, and does
not take into account conversions after such date of shares of Class B Common
Stock into Common Stock. Subsequent conversions of Class B Common Stock into
Common Stock will increase the voting control of persons who retain shares of
Class B Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NAME OF AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
---------------- -------------------- --------------- -------------
<S> <C> <C> <C>
Aldo Croatti (2).............................. 5,447,760 27.7% 47.5%
Ronald D. Croatti (3)(4)...................... 470,085 2.4% 4.2%
Cynthia Croatti (5)(4)........................ 313,370 1.6% 2.8%
Robert L. Croatti (6)(4)...................... 32,400 * *
Bruce Boynton(4).............................. 10,295 * *
John B. Bartlett (7)(4)....................... 8,050 * *
Donald J. Evans (7)........................... 1,400 * *
Albert Cohen.................................. 0 -- --
Phillip L. Cohen.............................. 0 -- --
All Directors and executive officers
as a group(4)(10 persons)................... 6,286,015 40.0% 54.5%
</TABLE>
---------------
* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of September 30, 2000, a total of 19,663,878 shares of
common stock were outstanding, of which 9,408,134 were shares of Common
Stock entitled to one vote per share and 10,255,744 were shares of Class B
Common Stock entitled to ten votes per share. Each share of Class B Common
Stock is convertible into one share of Common Stock.
(2) Includes 5,299,060 shares of Class B Common Stock, representing 51.7% of
such class and 148,700 shares of Common Stock, representing 1.6% of such
class. All of the 148,700 shares of Common Stock and 2,699,060 shares of
Class B Common Stock are owned by The Aldo A. Croatti Trust - 1983, of which
Aldo Croatti is the sole trustee and a beneficiary. The remaining 2,600,000
shares of Class B Common Stock are owned by The Marie Croatti QTIP Trust, of
which Aldo Croatti is the sole trustee and the beneficiaries of which are
the wife and issue of Aldo Croatti. The information presented does not
include any shares owned by Mr. Croatti's wife or children, as to which
shares Mr. Croatti disclaims any beneficial interest.
(3) Ronald D. Croatti owns shares of Class B Common Stock only, representing
4.6% of such class, plus the options to purchase Common Stock listed in
footnote 4. The information presented does not include any shares owned by
Mr. Croatti's children, as to which shares Mr. Croatti disclaims any
beneficial interest.
(4) Includes the right to acquire pursuant to the exercise of stock options,
within 60 days after September 30, 2000, the following number of shares of
Common Stock: Ronald D. Croatti, 525 shares; Cynthia Croatti, 250 shares;
Robert L. Croatti, 400 shares; Bruce Boynton, 225 shares; John B. Bartlett,
350 shares; and all other Directors and executive officers as a group, 2,075
shares.
4
<PAGE> 7
(5) Cynthia Croatti owns shares of Class B Common Stock only, representing 3.1%
of such class, plus the options to purchase Common Stock listed in footnote
4. The information presented does not include any shares owned by Ms.
Croatti's children, as to which shares Ms. Croatti disclaims any beneficial
interest.
(6) Robert L. Croatti is the nephew of Aldo Croatti and the cousin of Ronald
Croatti and Cynthia Croatti. Robert Croatti owns shares of Common Stock
only, plus the options to purchase Common Stock listed in footnote 4.
(7) Each of Messrs. Bartlett and Evans owns shares of Common Stock only, plus in
the case of Mr. Bartlett the options to purchase Common Stock listed in
footnote 4.
To the best knowledge of the Company, the following are the only beneficial
owners of more than 5% of the outstanding Common Stock or Class B Common Stock
of the Company as of September 30, 2000.
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NAME OF AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
---------------- -------------------- --------------- -------------
<S> <C> <C> <C>
Aldo Croatti(2)............................... 5,447,760 27.7% 47.5%
The Croatti Family Limited Partnership(3)..... 2,600,000 13.2% 23.3%
Marie Croatti(4).............................. 1,365,890 6.9% 12.2%
William Blair & Company, L.L.C.(5)............ 817,369 4.2% *
Arnhold and S. Bleichroeder, Inc.(6).......... 800,000 4.1% *
Societe Generale Asset Management Corp.(7).... 800,000 4.1% *
Dimensional Fund Advisors, Inc.(8)............ 713,650 3.6% *
FleetBoston Financial Corporation(9).......... 757,281 3.9% *
</TABLE>
---------------
* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of September 30, 1999, a total of 19,663,878 shares of
common stock were outstanding, of which 9,408,134 were shares of Common
Stock entitled to one vote per share and 10,255,744 were shares of Class B
Common Stock entitled to ten votes per share. Each share of Class B Common
Stock is convertible into one share of Common Stock.
(2) Includes 7,899,060 shares of Class B Common Stock, representing 51.7% of
such class and 148,700 shares of Common Stock representing 1.6% of such
class. All of the 148,700 shares of Common Stock and 2,847,760 shares of
Class B Common Stock are owned by The Aldo A. Croatti Trust - 1983, of which
Aldo Croatti is the sole trustee and a beneficiary. The remaining 2,600,000
shares of Class B Common Stock are owned by The Marie Croatti QTIP Trust, of
which Aldo Croatti is the sole trustee and the beneficiaries of which are
the wife and issue of Aldo Croatti. The information presented does not
include any shares owned by Mr. Croatti's wife or children, as to which
shares Mr. Croatti disclaims any beneficial interest. Mr. Croatti's address
is c/o UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887.
(3) The address of The Croatti Family Limited Partnership (the "CFLP") is c/o
UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887. The CFLP owns
shares of Class B Common Stock only, representing 25.4% of such class. The
general partner of CFLP, Croatti Management Associates, Inc. (the "General
Partner"), has sole voting and dispositive power with respect to the shares
owned by CFLP. The General Partner is owned equally by Marie Croatti, Ronald
Croatti and Cynthia Croatti, and they comprise its three directors.
(4) Includes 411,168 shares of Class B Common Stock and 2,550 shares of Common
Stock owned of record by Marie Croatti, as Trustee under several trusts, the
beneficiaries of which are the grandchildren of Aldo Croatti, as to which
shares Mrs. Croatti disclaims any beneficial interest. Mrs. Croatti
individually owns
5
<PAGE> 8
940,172 shares of Class B Common Stock, representing 9.2% of such class, and
2,000 shares of Common Stock, representing less than one percent of such
class. Marie Croatti is the wife of Aldo Croatti. Mrs. Croatti's address is
c/o UniFirst Corporation, 68 Jonspin Road, Wilmington, Massachusetts 01887.
(5) The address of William Blair & Company, L.L.C. is 222 West Adams Street,
Chicago, IL 60606. William Blair & Company, L.L.C. owns shares of Common
Stock only, representing 8.7% of such class. The Company has relied solely
upon the information provided by William Blair & Company, L.L.C.
(6) The address of Arnhold and S. Bleichroeder, Inc. ("Arnhold") is 1345 Avenue
of the Americas, New York, NY 10105. Arnhold owns shares of Common Stock
only, representing 8.5% of such class. Arnhold shares voting and dispositive
power over the shares listed with its investment advisory client(s). The
Company has relied solely upon information provided by Arnhold.
(7) The address of Societe Generale Asset Management Corp. is 1221 Avenue of the
Americas, New York, NY 10020. Societe Generale Asset Management Corp. owns
shares of Common Stock only, representing 8.5% of such class. Societe
Generale Asset Management Corp. shares voting power over the shares listed
with its investment advisory client(s). The Company has relied solely upon
the information provided by Societe Generale Asset Management Corp.
(8) The address of Dimensional Fund Advisers, Inc. ("Dimensional") is 1299 Ocean
Avenue, Santa Monica, CA 90401. Dimensional owns shares of Common Stock
only, representing 7.6% of such class. Dimensional, an investment advisor
registered under the Investment Advisors Act of 1940, furnishes investment
advice to four investment companies registered under Investment Company Act
of 1940, and serves as investment manager to certain other investment
vehicles, including commingled group trusts. (These investment companies and
investment vehicles are the "Portfolios"). In its role as investment advisor
and investment manager, Dimensional possesses both voting and investment
power over the securities of the Issuer described in this schedule that are
owned by the Portfolios. All securities reported in this schedule are owned
by the Portfolios, and Dimensional disclaims beneficial ownership of such
securities.
(9) The address of FleetBoston Financial Corporation is One Federal Street,
Boston, MA 02110. FleetBoston Financial Corporation owns shares of Common
Stock only, representing 8.0% of such class. The Company has relied solely
upon the information provided by FleetBoston Financial Corporation.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
The following table sets forth compensation paid to the Chief Executive
Officer of the Company and the four other most highly compensated executive
officers of the Company during 2000 for each of the three fiscal years ended
August 26, 2000, for services rendered in all capacities to the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION(1) SECURITIES ALL OTHER
NAME AND --------------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS (SHARES) (2)($)
------------------ ---- --------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Ronald D. Croatti................... 2000 324,351 36,717 2,100 16,511
Vice Chairman of the Board, 1999 313,789 0 0 12,330
Chief Executive Officer and
President 1998 294,991 53,091 0 11,737
Aldo Croatti........................ 2000 200,850 23,098 0 8,079
Chairman of the Board 1999 200,850 0 0 12,330
1998 200,850 36,153 0 11,737
Robert L. Croatti................... 2000 250,968 28,278 1,600 14,617
Executive Vice President 1999 239,306 0 0 12,330
1998 222,734 40,086 0 11,737
John B. Bartlett.................... 2000 221,292 24,866 1,400 13,832
Senior Vice President 1999 208,830 0 0 12,330
and Chief Financial Officer 1998 189,818 34,162 0 11,737
Bruce P. Boynton.................... 2000 181,771 20,321 1,100 12,789
Vice President, Operations 1999 168,400 0 0 143,153(3)
1998 148,876 26,805 0 11,737
</TABLE>
---------------
(1) Perquisites and other personal benefits paid to each named executive officer
in each instance aggregated less than 10% of the total annual salary and
bonus set forth in the columns entitled "Salary" and "Bonus" for each named
executive officer.
(2) Amounts shown for each named executive officer in 1998 and 1999 represent
the Company's contributions to the named executive officer's account under
the Company's Profit Sharing Plan. For 2000, the amount shown for each named
executive officer represents the sum of (i) the Company's matching
contribution to the named executive officer's 401(k) account and (ii) the
Company's contributions to the named executive officer's account under the
Company's Profit Sharing Plan. The respective amounts for each named
executive officer are as follows: Ronald D. Croatti, $6,538 and $8,079; Aldo
Croatti, $0 and $8,079; Robert L. Croatti, $6,538 and $8,079; John B.
Bartlett, $5,753 and $8,079; and Bruce P. Boynton, $4,710 and $8,079.
(3) Includes $131,457 paid in connection with the named executive officer's
relocation from Canada to the corporate headquarters in Wilmington, MA in
1999.
7
<PAGE> 10
OPTION GRANTS WITH RESPECT TO FISCAL YEAR 2000
The following table sets forth the options granted with respect to the
fiscal year ended August 26, 2000 to the Company's Named Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------- VALUE OF ASSUMED
NUMBER OF PERCENT OF ANNUAL
SECURITIES TOTAL OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM(1)
GRANTED FOR FISCAL PRICE EXPIRATION ---------------------
NAME (#) YEAR 2000 ($/SH) DATE 5% 10%
---- ------------- --------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ronald D. Croatti................. 2,100 3.6% $15.13 08/31/07 $15,165 $36,323
Aldo Croatti...................... -- -- -- -- -- --
Robert L. Croatti................. 1,600 2.8% $15.13 08/31/07 $11,554 $27,675
John B. Bartlett.................. 1,400 2.4% $15.13 08/31/07 $10,110 $24,215
Bruce B. Boynton.................. 1,100 1.9% $15.13 08/31/07 $ 7,944 $19,026
</TABLE>
---------------
(1) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full 8-year term of the options. The 5% and 10% assumed rates
of appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of
future Common Stock prices. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses associated
with the exercise of the option or the sale of the underlying shares or
reflect non-transferability, vesting or termination provisions. The actual
gains, if any, on the exercises of stock options will depend on the future
performance of the Common Stock.
OPTION EXERCISES AND YEAR-END HOLDINGS
The following table sets forth information concerning the number and value
of unexercised options to purchase Common Stock of the Company held by the Named
Executive Officers who held such options at August 26, 2000. No Named Executive
Officer of the Company exercised any options to purchase Common Stock during
2000.
AGGREGATED FISCAL YEAR-END 2000 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
AUGUST 26, 2000(#) AUGUST 26, 2000($)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ronald D. Croatti................................ 525 1,575 0 0
Aldo Croatti..................................... -- -- -- --
Robert L. Croatti................................ 400 1,200 0 0
John B. Bartlett................................. 350 1,050 0 0
Bruce B. Boynton................................. 275 825 0 0
</TABLE>
---------------
(1) None of the Named Executive Officers holds any in-the-money options.
8
<PAGE> 11
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company maintains the UniFirst Unfunded Supplemental Executive
Retirement Plan (the "SERP") available to certain eligible employees of the
Company and its affiliates. Retirement benefits available under the SERP are
based on a participant's average annual base earnings for the last three years
of employment prior to his retirement date ("Final Average Earnings"). Upon the
retirement of a participant on his social security retirement date, the
participant will be paid an aggregate amount equal to two times his Final
Average Earnings over a twelve year period. Upon the death of a participant, the
participant's designated beneficiary will be paid retirement benefits as above
(determined as of the date of death if pre-retirement). Additionally, the
designated beneficiary will receive a lump sum benefit equal to 40% of the
participant's Final Average Earnings. The SERP provides that, upon any change of
control, retirement benefits of participants who are age 50 or over and whose
employment is terminated within three years of the change of control will become
vested and payable, subject to certain years of service requirements.
<TABLE>
<CAPTION>
AVERAGE ANNUAL RETIREMENT
COMPENSATION(1) BENEFIT(2)
--------------- -----------------
<S> <C>
$125,000....................................... $20,833
$150,000....................................... $25,000
$175,000....................................... $29,167
$200,000....................................... $33,333
$225,000....................................... $37,500
$250,000....................................... $41,667
$275,000....................................... $45,833
$300,000....................................... $50,000
$325,000....................................... $54,167
$350,000....................................... $58,333
</TABLE>
---------------
(1) Average Compensation for purposes of this table is based on the
participant's average base salary for the last three years of full-time
employment preceding retirement.
(2) The Annual Retirement Benefit is payable for twelve years beginning at the
participant's social security retirement age. There is no deduction for
Social Security or other offset amounts.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee currently consists of Albert Cohen and Donald J.
Evans, two Directors who are not employees of the Company, and Aldo Croatti,
Chairman. The Compensation Committee reviews and approves the Company's
executive compensation program.
COMPENSATION PHILOSOPHY
The Company seeks to attract and retain executive officers who, in the
judgment of the Company's Board of Directors, possess the skill, experience and
motivation to contribute significantly to the long-term success of the Company
and to long-term stock price appreciation. With this philosophy in mind, the
Compensation Committee follows an executive officer compensation program
designed to foster the mutuality of interest between the Company's executive
officers and the Company's shareholders and to provide senior management
additional incentive to enhance the sales growth and profitability of the
Company, and thus shareholder value.
The Compensation Committee reviews its compensation policy annually.
Compensation of executive officers currently consists of a base salary and,
based on the achievement of predetermined corporate performance objectives, a
cash bonus. In addition, in fiscal 2000 the Company issued options to purchase a
total of 58,000 shares to over 90 officers, general managers and other
management personnel. Although the Company's fiscal year ends in August,
compensation decisions generally are made on a calendar year basis.
9
<PAGE> 12
BASE SALARY
Each year, the Compensation Committee consults with the Chief Executive
Officer with respect to setting the base salaries of its executive officers,
other than the Chief Executive Officer, for the ensuing year. Annual salary
adjustments are determined by evaluating the financial performance of the
Company during the prior year, each executive officer's contribution to the
profitability, sales growth, return on equity and market share of the Company
during the prior year and the compensation programs and levels paid to
executives at other companies generally.
INCENTIVE COMPENSATION PLAN
Annual cash bonuses for executive officers of the Company are determined in
accordance with the Company's incentive compensation plan, the philosophy and
substantive requirements of which are reviewed by the Compensation Committee
each year. Cash bonuses are determined with reference to the Company's financial
performance as measured by growth in revenues and earnings per share and by the
Company's customer retention levels.
Each year, the Compensation Committee confers with the Chief Executive
Officer and establishes performance goals for revenues, earnings per share and
customer retention. In its determination of the amount of cash bonuses, the
Compensation Committee places primary emphasis on growth in earnings per share
and lesser emphasis on revenue growth and customer retention. The cash bonuses
awarded depend on the extent to which the performance of the Company meets or
exceeds the budgeted amounts. In addition, the Compensation Committee
establishes minimum achievement thresholds and maximum bonus levels for each of
these performance criteria which apply uniformly to the Company's executive
officers. Bonuses are determined and paid annually after the end of each fiscal
year.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee established the compensation of Ronald D.
Croatti, the Chief Executive Officer, for 2000 using the same criteria
applicable to determining compensation levels and bonuses for other executive
officers as noted in this report. Based on the financial performance of the
Company during the 1999 fiscal year, the compensation levels paid to executives
of other companies generally, and Mr. Croatti's contribution to the
profitability, sales growth, return on equity and market share of the Company
during the 1999 fiscal year and his leadership of the Company, Mr. Croatti's
2000 calendar year base salary was established at $322,400, an increase of 2.9%
over the prior year.
Aldo Croatti (Chairman)
Albert Cohen
Donald J. Evans
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Aldo Croatti, Chairman of the Board of Directors and formerly Chief
Executive Officer of the Company, is, and was during fiscal 2000, a member of
the Compensation Committee. The Company is not aware of any compensation
committee interlocks.
10
<PAGE> 13
REPORT OF AUDIT COMMITTEE
The Audit Committee has:
- Reviewed and discussed the audited financial statements with management.
- Discussed with the independent auditors the matters required to be discussed
by SAS 61.
- Received the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1, and has discussed
with the independent auditors the auditors' independence.
- Based on the review and discussions above, recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the last fiscal year for filing with the
Securities and Exchange Commission.
The Board of Directors has determined that the members of the Audit Committee
are independent. The Audit Committee has adopted a written charter. The charter
is included as Exhibit A to this proxy statement.
Members of the Audit Committee:
Albert Cohen, Chairman
Donald J. Evans
Reynold L. Hoover
11
<PAGE> 14
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Common Stock, based on the market
price of the Common Stock, with the cumulative total shareholder return of a
peer group and of companies within the Standard & Poor's 500 Stock Index, in
each case assuming reinvestment of dividends. The peer group is composed of
Cintas Corporation, G & K Services, Inc. and Angelica Corporation. The
calculation of cumulative total shareholder return assumes a $100 investment in
the Common Stock, the peer group and the S&P 500 Stock Index on August 31, 1995.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIFIRST CORPORATION,
THE S&P 500 INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
8/95 8/96 8/97 8/98 8/99 8/00
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
UniFirst Corporation 100.00 148.64 175.06 184.60 111.55 75.74
S & P 500 100.00 118.73 167.00 180.51 252.40 293.59
Peer Group 100.00 138.72 173.49 205.19 244.90 281.60
</TABLE>
* $100 INVESTED ON 08/31/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company retained during the 2000 fiscal year, and proposes to retain
during the 2001 fiscal year, the law firm of Goodwin, Procter & Hoar LLP. Donald
J. Evans, a Director of the Company, was formerly a partner of the law firm of
Goodwin, Procter & Hoar LLP. Raymond C. Zemlin, the Secretary and Clerk of the
Company, is the sole shareholder of Raymond C. Zemlin, P.C., which is a partner
in the law firm of Goodwin, Procter & Hoar LLP.
12
<PAGE> 15
DIRECTOR COMPENSATION
Each Director who is not an employee of the Company receives a director's
fee of $10,000 per year, $1,250 per directors' meeting attended and $250 per
directors' meeting and committee meeting attended by telephone. A Director who
is also an employee of the Company receives no director's fees.
2. OTHER MATTERS
Management is not aware of any other matters which may come before the
Annual Meeting; however, if any matters other than those set forth in the
attached Notice of Annual Meeting should be properly presented at the Annual
Meeting, the persons named in the enclosed proxy intend to take such action as
will be, in their discretion, consistent with the best interest of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
Management has selected the firm of Arthur Andersen LLP, independent public
accountants, to serve as auditors for the fiscal year ending August 25, 2001.
Arthur Andersen LLP has served as the Company's auditors since 1972.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting. He or she will have an opportunity to make a statement, if he or
she desires to do so, and will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal for inclusion in the
Company's Proxy Statement in connection with the Company's 2002 Annual Meeting
of Shareholders must submit the proposal so as to be received by the Clerk of
the Company at the principal executive offices of the Company, 68 Jonspin Road,
Wilmington, Massachusetts 01887, not later than August 3, 2001. In addition, in
order to be included in the proxy statement, such a proposal must comply with
the requirements as to form and substance established by applicable laws and
regulations.
Shareholders wishing to present business for action, other than proposals
to be included in the Company's Proxy Statement, or to nominate candidates for
election as directors at a meeting of the Company's shareholders, must do so in
accordance with the Company's By-laws. The By-laws provide, among other
requirements, that in order to be presented at the 2002 Annual Meeting, such
shareholder proposals or nominations may be made only by a stockholder of record
who shall have given notice of the proposal or nomination and the related
required information to the Company no earlier than September 13, 2001 and no
later than October 28, 2001.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU
DESIRE TO VOTE YOUR STOCK IN PERSON AT THE MEETING, YOUR PROXY MAY BE REVOKED.
December 1, 2000
13
<PAGE> 16
EXHIBIT A
UNIFIRST CORPORATION
AUDIT COMMITTEE CHARTER
I. GENERAL STATEMENT OF PURPOSE
The Audit Committee of the Board of Directors (the "Audit Committee") of
UniFirst Corporation (the 'Company') assists the Board of Directors (the
"Board") in general oversight and monitoring of management's and the independent
auditor's participation in the Company's financial reporting process and of the
Company's procedures for compliance with legal and regulatory requirements. The
primary objective of the Audit Committee in fulfilling these responsibilities is
to promote and preserve the integrity of the Company's financial statements and
the independence and performance of the Company's external independent auditor.
II. AUDIT COMMITTEE COMPOSITION
The Audit Committee shall consist of at least three members who shall be
appointed annually by the Board and shall satisfy the qualification requirements
set forth in Sections 303.01 and 303.02 of the New York Stock Exchange Listed
Company Manual. The Board shall designate one member of the Audit Committee to
be Chairman of the committee.
III. MEETINGS
The Audit Committee generally is to meet four times per year in person or
by telephone conference call, with any additional meetings as deemed necessary
by the Audit Committee.
IV. AUDIT COMMITTEE ACTIVITIES
The principal activities of the Audit Committee will generally include the
following:
A. REVIEW OF CHARTER
- Review and reassess the adequacy of this Charter annually and submit it
to the Board for approval.
B. AUDITED FINANCIAL STATEMENTS AND ANNUAL AUDIT
- Review the overall audit plan (both external and internal) with the
independent auditor and the members of management who are responsible for
maintaining the Company's accounts and preparing the Company's financial
statements, including the Company's Chief Financial Officer and/or
principal accounting officer or principal financial officer (the Chief
Financial Officer and such other officer or officers are referred to
herein collectively as the "Senior Accounting Executive").
- Review and discuss with management (including the Company's Senior
Accounting Executive) and with the independent auditor:
(i) the Company's annual audited financial statements, including any
significant financial reporting issues which have arisen in connection with
the preparation of such audited financial statements;
(ii) the adequacy of the Company's internal financial reporting
controls that could significantly affect the integrity of the Company's
financial statements;
(iii) major changes in and other questions regarding accounting and
auditing principles and procedures; and
A-1
<PAGE> 17
(iv) the effectiveness of the Company's internal audit process
(including evaluations of its Senior Accounting Executive and any other
relevant personnel).
- Review and discuss with the independent auditor (outside of the presence
of management) how the independent auditor plans to handle its
responsibilities under the Private Securities Litigation Reform Act of
1995, and receive assurance from the auditor that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.
- Review and discuss with the independent auditor (outside of the presence
of management) any problems or difficulties that the auditor may have
encountered with management or others and any management letter provided
by the auditor and the Company's response to that letter. This review
shall include considering:
(i) any difficulties encountered by the auditor in the course of
performing its audit work, including any restrictions on the scope of its
activities or its access to information; and
(ii) any changes required by the auditor in the scope or performance
of the Company's internal audit.
- Review and discuss major changes to the Company's auditing and accounting
principles and practices as may be suggested by the independent auditor
or management.
- Discuss with the independent auditor such issues as may be brought to the
Audit Committee's attention by the independent auditor pursuant to
Statement on Auditing Standards No. 61 ("SAS 61").
- Based on the Audit Committee's review and discussions (1) with management
of the audited financial statements, (2) with the independent auditor of
the matters required to be discussed by SAS 61, and (3) with the
independent auditor's concerning the independent auditor's independence,
make a recommendation to the Board as to whether the Company's audited
financial statements should be included in the Company's annual Report on
Form 10-K.
- Request that the independent auditor provide the Audit Committee with the
written disclosures and the letter required by Independence Standards
Board Standard No. 1, and review and discuss with the independent auditor
the independent auditor's independence.
- Prepare the Audit Committee report required by Item 306 of Schedule 14A
of the Securities Exchange Act of 1934 (or any successor provision) to be
included in the Company's annual proxy statement.
C. UNAUDITED QUARTERLY FINANCIAL STATEMENTS
- Review and discuss with management and the independent auditor the
Company's quarterly financial statements. Such review shall include
discussions by the Chairman of the Audit Committee or the Audit Committee
with the independent auditor of such issues as may be brought to the
Chairman's or Audit Committee's attention by the independent auditor
pursuant to Statement on Auditing Standards No. 71.
D. MATTERS RELATING TO SELECTION, PERFORMANCE AND INDEPENDENCE OF INDEPENDENT
AUDITOR
- Recommend to the Board the appointment of the independent auditor.
- Instruct the independent auditor that the independent auditor's ultimate
accountability is to the Board and the Audit Committee.
A-2
<PAGE> 18
- Evaluate on an annual basis the performance of the independent auditor
and, if necessary in the judgement of the Audit Committee, recommend that the
Board replace the independent auditor.
- Recommend to the Board on an annual basis the fees to be paid to the
independent auditor.
- Require that the independent auditor provide the Audit Committee with
periodic reports regarding the auditor's independence, which reports
shall include but not be limited to a formal written statement setting
forth all relationships between the independent auditor and the Company
or any of its officers or directors. The Audit Committee shall discuss
such reports with the independent auditor, and if necessary in the
judgment of the Audit Committee, the committee shall recommend that the
Board take appropriate action to ensure the independence of the auditor
or replace the auditor.
E. MATTERS RELATING TO THE INDEPENDENCE OF THE AUDIT COMMITTEE
- Periodically review the independence of each member of the Audit
Committee and promptly bring to the attention of management and the Board
any relationships or other matters that may in any way compromise or
adversely affect the independence of any member of the Audit Committee or
any member's ability to assist the Audit Committee in fulfilling its
responsibilities under this Charter, including any such relationship or
other matter that may have caused or may in the future cause the Company
to fail to comply with the requirements set forth in Sections 303.01 and
303.02 of the New York Stock Exchange Listed Company Manual.
F. GENERAL
- The Audit Committee may be requested by the Board to review or
investigate on behalf of the Board activities of the Company or of its
employees, including compliance with laws, regulations or Company
policies.
- Perform such other oversight functions as may be requested by the Board.
- In performing its responsibilities, the Audit Committee shall be entitled
to rely upon advice and information that it receives in its discussions
and communications with management and the independent auditor. The Audit
Committee shall have the authority to retain special legal, accounting or
other professionals to render advice to the committee. The Audit
Committee shall have the authority to request that any officer or
employee of the Company, the Company's outside legal counsel, the
Company's independent auditor or any other professional retained by the
Company to render advice to the Company attend a meeting of the Audit
Committee or meet with any members of or advisors to the Audit Committee.
- Notwithstanding the responsibilities and powers of the Audit Committee
set forth in this Charter, the Audit Committee does not have the
responsibility of planning or conducting audits of the Company's
financial statements or determining whether or not the Company's
financial statements are complete, accurate and in accordance with
generally accepted accounting principles. Such responsibilities are the
duty of management and, to the extent of the independent auditor's audit
responsibilities, the independent auditor. It also is not the duty of the
Audit Committee to resolve disagreements, if any, between management and
the independent auditor or to ensure compliance with laws, regulations or
Company policies.
A-3
<PAGE> 19
0536-PS-2001
<PAGE> 20
UNIFIRST CORPORATION
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE SET FORTH IN
PROPOSAL 1 BELOW.
1. ELECTION OF ONE CLASS I DIRECTOR
NOMINEE: CYNTHIA CROATTI
FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For joint accounts, each owner should sign. Executors, Administrators,
Trustees, etc. should give full title.
Signature: Date:
--------------------------------------------- -----------------
Signature: Date:
--------------------------------------------- -----------------
<PAGE> 21
DETACH HERE
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Class B Common Stock of UniFirst Corporation
hereby appoints ALDO CROATTI, RONALD D. CROATTI and RAYMOND C. ZEMLIN, and each
of them, proxies with power of substitution to vote on behalf of the undersigned
at the Annual Meeting of Shareholders of UniFirst Corporation to be held at the
offices of FleetBoston Financial Corporation, 2nd Floor Conference Center, 100
Federal Street, Boston, Massachusetts 02110, on Tuesday, January 9, 2001 at
10:00 o'clock in the forenoon, and at any adjournment thereof, hereby granting
full power and authority to act on behalf of the undersigned at this meeting and
at any adjournment thereof. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the meeting or any
adjournment thereof. The undersigned hereby revokes any proxy previously given
and acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and
a copy of the Annual Report for the fiscal year ended August 26, 2000.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEE LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER WISHING TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED ONLY SIGN
AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
SEE REVERSE (PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE.) SIDE
<PAGE> 22
UNIFIRST CORPORATION
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE SET FORTH IN
PROPOSAL 1 BELOW.
1. ELECTION OF TWO CLASS I DIRECTORS.
NOMINEE: CYNTHIA CROATTI AND PHILLIP L. COHEN
FOR
ALL WITHHELD
NOMINEES [ ] [ ] FROM ALL
NOMINEES
[ ]
-------------------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For joint accounts, each owner should sign. Executors, Administrators,
Trustees, etc. should give full title.
Signature: Date:
--------------------------------------------- -----------------
Signature: Date:
--------------------------------------------- -----------------
<PAGE> 23
DETACH HERE
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Common Stock of UniFirst Corporation hereby
appoints ALDO CROATTI, RONALD D. CROATTI and RAYMOND C. ZEMLIN, and each of
them, proxies with power of substitution to vote on behalf of the undersigned at
the Annual Meeting of Shareholders of UniFirst Corporation to be held at the
offices of FleetBoston Financial Corporation, 2nd Floor Conference Center, 100
Federal Street, Boston, Massachusetts 02110, on Tuesday, January 9, 2001 at
10:00 o'clock in the forenoon, and at any adjournment thereof, hereby granting
full power and authority to act on behalf of the undersigned at this meeting and
at any adjournment thereof. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the meeting or any
adjournment thereof. The undersigned hereby revokes any proxy previously given
and acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and
a copy of the Annual Report for the fiscal year ended August 26, 2000.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEE LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER WISHING TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED ONLY SIGN
AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
SEE REVERSE (PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE.) SIDE
