SCHEDULE 14A INFORMATION
AMENDMENT NO. 1
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Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act
of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6 (e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Dairy Mart Convenience Stores, Inc.
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(Name of Registrant as Specified in Its Charter)
Committee of Concerned Dairy Mart Shareholders
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per Unit price or other underlying value of transaction
computed pursuant to Exchange Act Rules 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[ ] 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.
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(1) Amount Previously Paid:
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(2) Form, schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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AMENDED PRELIMINARY COPY
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COMMITTEE OF
CONCERNED DAIRY MART SHAREHOLDERS
PROXY STATEMENT
IN OPPOSITION TO THE MANAGEMENT OF
DAIRY MART CONVENIENCE STORES, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 25, 2000
INTRODUCTION
This Proxy Statement and BLUE proxy card are being furnished by the
Committee of Concerned Dairy Mart Shareholders in connection with its
solicitation of proxies to be used at the Annual Meeting of Stockholders (the
"Meeting") of Dairy Mart Convenience Stores, Inc. (the "Company") and at any
adjournments thereof. The Meeting will be held at 10:00 a.m. local time on May
25, 2000 at the offices of the Company, One Dairy Mart Way, 300 Executive
Parkway West, Hudson, Ohio.
The Committee of Concerned Dairy Mart Shareholders (the "Committee")
is comprised of Messrs. Frank Colaccino, Stephen N. Krevalin, Laurence D.
Landry, Denis Newman, Andrew Niss, John M. O'Brien, III, John L. Ritter, and
Donald K. Wilson, Jr., each of whom is also a Committee nominee for election as
a director of the Company. The Chairman of the Committee is Mr. Frank Colaccino.
The Meeting is held pursuant to applicable provisions of the Company's
Bylaws and pursuant to a Stipulation and Agreement of Compromise, Settlement and
Release, dated November 8, 1999 (the "Settlement Agreement") reached in
connection with legal proceedings commenced by shareholders against certain of
the current officers and directors of the Company (including Messrs. Stein,
Landry, Barrett and Everets, who are among management's nominees for director),
alleging breaches of such directors' fiduciary duties to the Company and the
stockholders under the Delaware General Corporation Law. The Settlement
Agreement, which was entered into without any admission or denial of a breach of
fiduciary duty, provides, among other things: (i) for the payment of $2,000,000
on behalf of the defendant directors; (ii) for the elimination of separate
classes of stock with unequal voting rights (thus eliminating management's
substantial voting control of the Company and making a proxy contest possible);
and (iii) for the holding of an Annual Stockholders' Meeting on or before May
31, 2000. The $2,000,000 payment was made by the Company's insurance carrier. On
February 8, 2000, the stockholders approved the elimination of the separate
classes of stock, combining the classes into a single class of Common Stock,
$.01 per value (the "Common Stock").
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THE COMMITTEE
The Committee believes that the current Board of Directors and
Management have not adequately served the interests of the Company and its
stockholders. The Committee seeks to replace the entire Board of Directors with
a new Board of Directors (the "New Board"), as hereinafter described. The
Committee expects that the New Board will appoint Mr. Colaccino as President and
Chief Executive Officer, replacing Mr. Robert Stein.
The Committee was formed on or about April 1, 2000, primarily as the
result of Mr. Colaccino's efforts in identifying persons whom he believed to
have the experience and judgment to provide effective leadership for the
Company. Mr. Colaccino, a long-time stockholder of the Company and who was the
President of the Company from 1988 to 1994, has been concerned with the negative
performance by current management of the Company for more than one year. To
date, all expenses of the Committee have been borne by Mr. Colaccino. Neither
Mr. Colaccino nor the Committee has offered any specific inducement to the
members of the Committee in respect of their service on the Committee or
nomination as directors. No indemnification arrangements have been made to date;
it is assumed that the Nominees, if elected, will be entitled to the
indemnification arrangements in place for the current Board of Directors. The
address of the Committee is c/o The Colvest Group. Ltd., Suite 208, 360
Bloomfield Avenue, Windsor, CT 06095.
Under Mr. Colaccino's leadership, the New Board (to consist of the
Committee's members) intends to seek increased stockholder value by (i) taking
steps necessary to increase both short and long term financial performance, and
(ii) seeking appropriate business partners for the Company, including the
possible sale of the Company. Other than to replace senior management, the
persons who will constitute the New Board have not adopted or committed to any
formal or specific plan for the Company and no assurances can be given that the
Company's financial performance will be improved by the election of the New
Board and replacement of senior management. The New Board has not identified any
specific business partner and no assurances can be given that an appropriate
business partner will be identified.
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The New Board will also review existing provisions of the Company's
Certificate of Incorporation and Shareholder Rights Agreement regarding business
combinations, with a view to recommending changes as necessary to better serve
the interests of the stockholders.
Management of the Company is also soliciting proxies for the election
of its slate of nominees. Reference is made to management's proxy statement for
information concerning management's nominees, the executive officers of the
Company, executive compensation, interests of management in certain
transactions, securities ownership of management and certain other beneficial
owners.
YOU MAY HAVE RECEIVED A PROXY CARD FROM THE COMPANY. PLEASE RETURN
ONLY THE COMMITTEE'S BLUE PROXY CARD, AND DO NOT RETURN THE COMPANY'S PROXY
CARD. IF YOU RETURN BOTH PROXY CARDS, THERE IS A DANGER THAT YOUR SHARES WILL
NOT BE VOTED AS YOU DESIRE BECAUSE ONLY THE LATEST-DATED PROXY CARD WILL BE
VOTED.
INFORMATION ABOUT VOTING SECURITIES
At the close of business on April 11, 2000, the record date for the
Meeting, the Company had outstanding 4,895,594 shares of Common Stock. Each
share has one vote. Unless the context otherwise indicates, the term "Company"
refers to Dairy Mart Convenience Stores, Inc. The Company's principal executive
offices are located at One Dairy Mart Way, 300 Executive Parkway West, Hudson,
Ohio.
All stockholders of record at the close of business on April 11, 2000
are entitled to notice of and to vote at the Meeting. This Proxy Statement and
the Committee's BLUE proxy card are expected to be mailed to stockholders on or
about May 3, 2000. The stock transfer books will not be closed. The holders of a
majority of the shares entitled to vote at the Meeting must be present in person
or represented by proxy in order to constitute a quorum and thereby permit a
vote on all matters to come before the Meeting. Shares of Common Stock present
in person or by proxy at the Meeting but not voting will be counted as present
for purposes of determining a quorum for the transaction of business.
Any proxy, if received in time for voting and not revoked, will be
voted at the Meeting in accordance with the directions of the stockholder.
Signing, dating and delivering the Committee's proxy card will revoke any
previously dated proxy. Any stockholder giving a proxy has the power to revoke
it in person or by a writing delivered to; The Committee of Concerned Dairy Mart
Shareholders, c/o Georgeson Shareholder Communications Inc., 17 State Street,
New York, New York 10004, at any time before it is exercised, by delivering a
duly executed proxy bearing a later date or by voting in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute a revocation.
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Based on documents filed by management, the Meeting has been called to
elect eight directors and to transact such other business as may come before the
Meeting or any adjournment thereof. The Committee does not know of any matters
which will be brought before the Meeting other than the election of directors;
however, if any other matter properly comes before the Meeting, it is intended
that the persons named in and acting under the enclosed form of proxy, or their
substitutes, will vote on such matters in accordance with their best judgment.
Action on any such other matter is approved by a majority vote of the
outstanding shares of Common Stock of the Company present and entitled to vote
at the Meeting.
Your vote is important, no matter how many or how few shares you hold.
If your shares are held in the name of a brokerage firm, bank or nominee, only
they can vote your shares and only upon receipt of your instructions.
Accordingly, please return the BLUE proxy card in the envelope provided by your
bank, broker or nominee or contact the person responsible for your account and
give instructions for such shares to be voted for the Committee's nominees.
If you have any questions or need assistance in voting, please call
Georgeson Shareholder Communications Inc., toll-free at 1-800-223-2064.
THE COMMITTEE'S NOMINEES FOR ELECTION AS DIRECTORS
Eight directors are to be elected at the meeting, to hold office until
the next annual meeting of stockholders and until their successors have been
elected and shall have qualified. The Committee is proposing the following slate
of directors in opposition to incumbent management:
Frank Colaccino
Stephen N. Krevalin
Laurence D. Landry
Denis Newman
Andrew Niss
John M. O'Brien, III
John L. Ritter
Donald K. Wilson, Jr.
The members of the Board of Directors are elected by a plurality of
the shares present or represented at the Meeting and voting on the election of
directors.
Unless otherwise instructed, shares represented by the Committee's
proxies will be voted for the election of the nominees listed above, none of
whom is a member of the present Board of Directors. Each nominee has consented
to serve as a director if elected. If for any reason any of these nominees
should fail to be a candidate, the proxies solicited by the Committee will be
voted in favor of the remainder of those named and for substitute nominees
selected by the Committee. There are no arrangements or understandings between
any nominee and any other person pursuant to which he was selected as a nominee.
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INFORMATION CONCERNING THE COMMITTEE'S NOMINEES
The table below, including the notes thereto, sets forth each of the
Committee's nominees for election as a director (based on information supplied
by them), his name, age and principal occupation or employment during the past
five years. Each of such persons has been engaged in the principal occupation,
including, where applicable, job title, for at least the past five years, unless
otherwise set forth in a note to the table.
Name and Business Address Principal Occupation Age
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Frank Colaccino President, 50
360 Bloomfield Avenue, Suite 208 The Colvest Group, Ltd.
Windsor, CT 06095
Stephen N. Krevalin Attorney/Principal 48
Bacon & Wilson P.C. Bacon & Wilson, P.C.
33 State Street
Springfield, MA 01103
Laurence D. Landry President, 60
5 Ridge Road Woods at Wilbraham LLC
Hampden, MA 01036 Real Estate Developer
Denis Newman Managing Director 69
MidMark Associates MidMark Associates
466 Southern Blvd. Equity Fund Manager
Chatham, NJ 07078
Andrew Niss Private Investor 51
1325 E. Lake Drive
Fort Lauderdale, FL 33366
John M. O'Brien, III Certified Public Accountant 50
J.M. O'Brien & Company, PC J.M. O'Brien & Company, PC
1350 Main Street
Springfield, MA 01103
John L. Ritter Executive Vice President 44
First New England Capital First New England Capital
100 Pearl Street Limited Partnership
Hartford, CT 06103
Donald K. Wilson, Jr. Management Consultant 64
Green & Wilson Associates Green Wilson & Associates
201 Ann Street
Hartford, CT 06103
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Mr. Colaccino has been President and Chief Executive Officer of The Colvest
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Group, Ltd. since its formation in 1994. The Colvest Group, Ltd. is engaged in
the business of purchasing and managing its own portfolio of commercial real
estate as well as venture capital investing and investing in public companies.
From 1988 to August, 1994, Mr. Colaccino was the President of the Dairy Mart
Convenience Stores, Inc. Mr. Colaccino is a member of the Board of Directors of
the National Conference for Community and Justice (formerly called the National
Conference of Christians and Jews) (since 1997) and the Board of Trustees of
American International College (since 1998). He was Vice Chair of the National
Association of Convenience Stores in 1994 and 1995 and a member of the Board of
Trustees of Western New England College from 1992 to 1995.
Mr. Krevalin has been a principal of the Springfield, Massachusetts law firm of
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Bacon & Wilson, P.C. for more than the past five years. He is a graduate of
American University, Washington, D.C., and New England School of Law, Boston,
Massachusetts. He has been a lecturer for Massachusetts Continuing Legal
Education. Mr. Krevalin serves on the Board of The Center Redevelopment
Corporation and is the current Chairman of the Board of Jewish Geriatric
Services Health Care System in Longmeadow, Massachusetts.
Mr. Landry has been President of Woods at Wilbraham LLC, a real estate
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development firm since 1998. In addition, Mr. Landry manages a portfolio of
personal investments. Prior to 1998 and for approximately 25 years, Mr. Landry
was President of Landry Lyons Whyte Company, a Real Estate Brokerage firm; such
firm was sold in 1998. Mr. Landry is not related to Gregory G. Landry, one of
management's nominees.
Mr. Newman has been Managing Director of MidMark Associates, the general partner
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of several private equity funds aggregating in excess of $100,000,000, since
1988. Prior to 1988, Mr. Newman was President and a Director, Inc. of the
Dunmore Group, Inc., a merchant bank, and from 1954 through 1987 Vice President,
Senior Vice President and Managing Director of First Boston Corporation. He is a
Director of Vertex Interactive, Inc.(NASDAQ). Mr. Newman is a graduate of Yale
College (A.B. 1952) and Harvard Business School (M.B.A. 1954)
Mr. Niss has been primarily engaged in managing a portfolio of private
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investments since 1997. For more than 15 years prior thereto, Mr. Niss was
Chairman, Chief Executive Officer and the sole stockholder of the Stonington
Corporation, a closely-held manufacturer of paper tubes and cores. In 1997, Mr.
Niss negotiated the sale of Stonington Corporation to Sonoco Products, Inc.
Since 1997, Mr. Niss has been managing his personal real estate holdings and
stock portfolio.
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Mr. O'Brien has been a co-owner of the certified public accounting firm, J.M.
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O'Brien & Company, PC for more than the last five years. Prior to forming his
own firm, he was a tax partner and manager with Coopers & Lybrand from 1980 to
1991. Mr. O'Brien graduated magna cum laude from Western New England College
with a BSBA in Accounting and received his Masters Degree in Taxation, with
honors, from the University of Hartford. He is a member of the Massachusetts
Society of Certified Public Accountants and the American Institute of Certified
Public Accountants. Mr. O'Brien is a member of the Executive Committee and Board
of Trustees at Western New England College and is a past Chairman of the Town of
Hampden Finance Committee. He also serves on the board of advisors to several
closely-held businesses.
Mr. Ritter has been Executive Vice President of First New England Capital
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Limited Partnership, a venture capital and mezzanine financing company in
Hartford, Connecticut, for more than the past five years. Prior to co-founding
First New England Capital in 1987, Mr. Ritter was a practicing attorney. He
holds a Bachelor of Arts degree from Macalester College, a Master of Arts in
Religion from Yale University and a Juris Doctor from the University of
Connecticut School of Law. Mr. Ritter serves on the Board of Directors of
various privately-held corporations, including Linton Truss Corporation, Statis
Corporation, Inc., Vanguard Modular Building Systems, Inc., Pratt-Read
Corporation and Ron Weber & Associates, Inc.
Mr. Wilson has been a partner of Green, Wilson & Associates, management
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consultants, Hartford, Connecticut, since 1998. From 1994 until December 31,
1998, Mr. Wilson was a consultant with American Phoenix Corporation of
Connecticut (an insurance brokerage company). In 1994, he retired as Executive
Vice President from The Hartford Steam Boiler Insurance and Inspection Company
which he had served in various capacities since 1962. He is a Director of
Spencer Turbine Company, Salient 3 Communications, Inc. and Mechanics Savings
Bank.
Each of the Committee's nominees has consented to being named in this
Proxy Statement. Except as noted below, no Participant or Committee Nominee has
entered into any agreement or understanding with any person respecting (i) any
future employment by the Company or (ii) any transactions to which the Company
or any of its affiliates is or may be a party. Although there is no binding
commitment, it is expected that if the New Board is elected, Mr. Colaccino will
be appointed as the President and Chief Executive Officer of the Company. There
is no agreement or understanding regarding the compensation or other terms of
Mr. Colaccino's employment by the Company. There are no contracts, arrangements
or understandings by any Participant or Committee nominee within the past year
with any person with respect to any capital stock of the Company.
There are no Participants with respect to this Proxy Statement other
than the members of the Committee, each of whom is also a nominee of the
Committee. None of such persons has been convicted in a criminal proceeding
(other than traffic violations and other minor offenses) within the past ten
years.
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Mr Colaccino led Dairy Mart from 1988 to 1994. During that time he
transitioned the Company from an acquisition mode to a focus on operational
performance and achieved record profits for the Company. Following Mr.
Collaccino's disagreements with the Company's then Chairman and founder, Charles
Nirenberg, Messrs. Stein and Landry and Mitchell Kupperman (Mr. Nirenberg's
son-in-law), as to the direction and the control of the Company, the Board of
Directors terminated Mr. Colaccino's employment on August 24, 1994. At that time
the Board of Directors consisted of seven persons, including Messrs. Stein,
Landry, as well as Frank W. Barrett and John W. Everets (who are current
directors and management nominees for director). Legal proceedings relating to
the foregoing disagreement were commenced by the Company against Mr. Colaccino
in Connecticut Superior Court and by Mr. Colaccino against the Company in the
Delaware Court of Chancery. These proceedings were resolved pursuant to a
settlement agreement dated as of January 27, 1995, at which time Mr. Colaccino
resigned as a director. Other than Mr. Colaccino, no members of the Committee
(the New Board) were identified in, or became parties to, such litigation.
SECURITY OWNERSHIP OF
THE COMMITTEE'S NOMINEES
The following table, including the notes, sets forth certain
information regarding the beneficial ownership of the Company's Common Stock at
May 1, 2000 by each nominee for director nominated by the Committee. Except as
noted below, no other member of the Committee has purchased or sold securities
of the Company within the past year. All of such shares are owned directly and
none of such shares are owned by associates or affiliates of any of such
nominees.
Name of Nominee Number of Shares Date Acquired Percent of Class
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Frank Colaccino 127,525 (1) 2.6%
Stephen N. Krevalin 200 April 14, 2000 (3)
Laurence D. Landry 119,500 (2) 2.4%
Denis Newman 5,000 April 26, 2000 (3)
Andrew Niss 200 April 17, 2000 (3)
John M. O'Brien, III 5,000 April 14, 2000 (3)
John L. Ritter 500 April 18, 2000 (3)
Donald K. Wilson, Jr. 500 April 17, 2000 (3)
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(1) Of such shares, Mr. Colaccino purchased 1,650 shares on August 16,
1999, 2,000 shares on March 2, 2000, 18,000 shares on April 15, 2000, and the
balance at varying times more than one year ago.
(2) Of such shares, Mr. Landry purchased 11,300 shares on April 18,
2000 and 50,000 shares on April 19, 2000. Mr. Landry sold 1,800 shares on April
28, 2000. The balance of Mr. Landry's shares were purchased at varying times
more than one year ago.
(3) Less than 1%.
THE COMMITTEE RECOMMENDS THAT THE HOLDERS OF SHARES OF COMMON STOCK
VOTE IN FAVOR OF THE COMMITTEE'S NOMINEES, AND NOT VOTE IN FAVOR OF ANY OF THE
MANAGEMENT NOMINEES.
SOLICITATION EXPENSES
Proxies will be solicited by the Committee or its nominees by mail,
telephone, facsimile, and personal solicitation. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward the
solicitation material of the Committee to their customers for whom they hold
shares and the Committee will reimburse them for their reasonable out-of-pocket
expenses.
The Committee has retained Georgeson Shareholder Communications Inc.
("Georgeson") for assistance in the solicitation of proxies, for which it will
be paid a fee of up to $25,000 and will be reimbursed for its reasonable
expenses in its solicitation of proxies. Approximately 10 persons will be
utilized by Georgeson.
The Committee estimates that total expenditures relating to the
solicitation and related litigation will be as much as $125,000. The Committee
will seek reimbursement from the Company for all expenses incurred in connection
with the solicitation of proxies, but does not intend to seek stockholder
approval for such reimbursement. To date the Committee has spent approximately
$60,000 in connection with the solicitation of proxies and related expenses. All
of such expenses have been advanced by Mr. Frank Colaccino, the Chairman of the
Committee.
May 3, 2000
COMMITTEE OF CONCERNED DAIRY MART SHAREHOLDERS
By: Frank Colaccino, Chairman
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AMENDED
PRELIMINARY COPY
DIARY MART CONVENIENCE STORES, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
PROXY
[BLUE]
THIS PROXY IS SOLICITED ON BEHALF OF
THE COMMITTEE OF CONCERNED DIARY MART SHAREHOLDERS
PROXY for Annual Meeting of Stockholders of Dairy Mart Convenience Stores, Inc.
(the "Company") to be held on May 25, 2000 at 10:00 A.M. local time at the
Company, One Dairy Mart Way, 300 Executive Parkway, Hudson, Ohio.
The undersigned hereby appoints Frank Colaccino and Richard T.
Keppelman, or either one of them, with full power of substitution, as
proxies of the undersigned to vote all shares of Common Stock of the
Company that the undersigned would be entitled to vote if then
personally present at the Annual Meeting of Stockholders (including
adjournments) of the Company to be held on May 25, 2000. The
undersigned hereby revokes any previous proxies given by the
undersigned with respect to all shares of the Company's Common Stock
owned by the undersigned.
(Please mark each proposal with an "X" in the appropriate box)
(1) [ ] FOR the election of Frank Colaccino, Stephen N. Krevalin,
Laurence D. Landry, Denis Newman, Andrew Niss, John M. O'Brien, III, John L.
Ritter and Donald K. Wilson, Jr. as directors (except as marked to the contrary
below).
[ ] WITHHOLD AUTHORITY from all nominees.
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
(2) In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting.
(0 V E R)
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PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED UPON THE PROPOSALS
LISTED ON THE OTHER SIDE HEREOF IN ACCORDANCE WITH THE INSTRUCTION GIVEN BY THE
STOCKHOLDER. HOWEVER, IF NO INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL OF THE COMMITTEE'S NOMINEES, AND OTHERWISE ACCORDING TO THE
COMMITTEE'S RECOMMENDATIONS.
This proxy is to be voted for the Committee's nominees unless a
contrary vote is specified. It may be revoked at any time prior to its exercise
in person or by a writing delivered to the Committee.
Dated: May, ___, 2000
(L.S.)
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(Signature of Stockholder)
Please sign exactly as your name appears
on this card. Joint Owners should each
sign personally.
When signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your full
title as such.
PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
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