SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A--INFORMATION REQUIRED
IN A PROXY STATEMENT
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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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):
(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.
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[ ] 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:
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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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PRELIMINARY COPIES
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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 the
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 __________________.
The Committee of Concerned Dairy Mart Shareholders (the "Committee")
is comprised of Messrs. Frank Colaccino, Stephen N. Krevalin, Andrew Niss, John
M. O'Brien, III, John L. Ritter, 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 settlement reached in connection with legal proceedings
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
Stipulation and Agreement of Compromise, Settlement and Release 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 total 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. 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").
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
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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. Under Mr. Colaccino's
leadership, the New Board will seek to increase 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.
The New Board will also review existing provisions of the Company's
Certificate of Incorporation 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, and ratification of Arthur Andersen LLP as independent auditors.
[In the event that management should nominate a slate of more than six
directors, the Committee will determine which of such management nominees it
will recommend for election].
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 __________ 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 April 28, 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.
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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, c/o Georgeson
Shareholder Communications Inc., 17 State Street, New York, New York 10005, 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.
Based on documents filed by management, the Meeting has been called to
elect [six] directors, ratify the appointment of auditors 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 and the appointment of auditors; 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
Six 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 state
of directors in opposition to incumbent management:
Frank Colaccino
Stephen N. Krevalin
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.
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Unless otherwise instructed, shares represented by the Committee's
proxies will be voted for the election of the nominees listed below, 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.
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 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.
INFORMATION CONCERNING MR. COLACCINO'S NOMINEES
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
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. 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 and Chief Executive Officer of the Stonington Corporation, a
closely-held manufacturer of paper tubes and cores of which Mr. Niss was a major
stockholder. In 1997, Mr. Niss negotiated the sale of Stonington Corporation to
Sonoco Products, Inc.
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 corporations, including Linton Truss Corporation, Statis Corporation,
Inc., Vanguard Modular Building Systems, Inc., Pratt-Read Corporation and Ron
Weber & Associates, Inc.
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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.
No Participant or Committee Nominee has entered into any agreement or
understanding with any person respecting any (i) future employment by the
Company or (ii) any transactions to which the Company or any of its affiliates
is or may be a party. 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.
SECURITY OWNERSHIP OF
THE COMMITTEE'S NOMINEES
The following table, including the notes, sets forth certain
information regarding the ownership of the Company's Common Stock at April 24,
2000 by each nominee for director nominated by Mr. Colaccino.
Name of Nominee Number of Shares Percent of Class
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Frank Colaccino 127,520 [1.8]%
Stephen N. Krevalin 200 *
Andrew Niss 200 *
John M. O'Brien, III 5,000 *
John L. Ritter 200 *
Donald K. Wilson, Jr. 200 *
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* Less than 1%
In April, 2000, Mr. Colaccino purchased 18,000 of the shares shown
above and the other nominees purchased all of their respective shares shown
above.
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
NOMINEES OF THE COMPANY.
AUDITORS
The Committee has no objection to the ratification of the appointment
of Arthur Andersen LLP as independent auditors of the Company for the fiscal
year ending January 31, 2001.
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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.
COMMITTEE OF CONCERNED DAIRY MART SHAREHOLDERS
By: Frank Colaccino, Chairman
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PRELIMINARY COPIES
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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.
to be held on May 25, 2000 at 10:00 A.M. local time at ________________________.
The undersigned hereby appoints Frank Colaccino, and _______________,
or either one of them, with full power of substitution, as proxies to
vote all shares of Common Stock of Dairy Mart Convenience Stores, Inc.
at the Annual Meeting of Stockholders (including adjournments) of
Diary Mart Convenience Stores, Inc. to be held on May 25, 2000. The
undersigned hereby revokes any previous proxies with respect to
matters covered by this proxy.
(Please mark each proposal with an "X" in the appropriate box)
(1) [ ] FOR the election of Frank Colaccino, Stephen N. Krevalin,
Andrew Niss, John M. O'Brien, III, John L. Ritter and Donald K. Wilson, Jr. as
directors.
(2) [ ] WITHHOLD AUTHORITY as to any nominee whose name is written in
by stockholder below:
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(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided above.)
In their discretion, the proxies are authorized to vote upon such
matters as may properly come before the meeting.
(0 V E R)
PROXY
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED UPON THE
PROPOSALS LISTED ON THE OTHER SIDE HEREOF IN ACCORDANCE WITH THE INSTRUCTIONS
GIVEN BY THE STOCKHOLDER, BUT IF NO INSTRUCTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS, AND OTHERWISE ACCORDING TO THE COMMITTEE'S
RECOMMENDATIONS.
This proxy is to be voted for each proposition 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: ______, ___, 2000
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(L.S.)
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(Signature of Stockholder)
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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