<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
UNITED FOODS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
UNITED FOODS, INC.
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 38006-0119
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 10, 1996
-------------------
To the Stockholders of
UNITED FOODS, INC.
Notice is hereby given that the Annual Meeting of the Stockholders of
UNITED FOODS, INC., a Delaware corporation, hereinafter called the "Company,"
will be held in the Corporate Conference Room of United Foods, Inc., Ten
Pictsweet Drive, Bells, Tennessee, on July 10, 1996, at 9:00 A.M., Central
Daylight Saving Time, for the following purposes:
1. To elect one Class A director and two Class B directors to serve for
terms of three years each and until the election and qualification of their
successors.
2. To approve an amendment to the Company's Certificate of
Incorporation to decrease the number of authorized but unissued shares of Class
A and Class B Common Stock.
3. To approve the appointment of BDO Seidman, LLP as independent
public accountants for the Company.
4. To transact such other business as may properly come before the
meeting or at any adjournments thereof, although management is not at present
aware of any other business to be considered.
The stock transfer book will not be closed, but the Board of Directors
has fixed May 31, 1996 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting. Accordingly, only
stockholders of record at the close of business on such date will be entitled to
vote at the meeting or any adjournments thereof.
RETURN OF PROXIES
It is important that the Proxy be returned promptly in order to assure a
quorum at the Annual Meeting. Stockholders are urged to date, execute and
return the Proxy in the envelope enclosed with it, which requires no postage if
mailed in the United States.
UNITED FOODS, INC.
By: Daniel B. Tankersley
Dated: June 17, 1996 Secretary
<PAGE> 3
UNITED FOODS, INC.
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 38006-0119
----------------------
PROXY STATEMENT
MAILED TO STOCKHOLDERS JUNE 17, 1996
----------------------
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders to be held on July 10,
1996. The cost of soliciting the proxies will be borne by the Company,
including reimbursement of banks, brokerage firms, custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to the beneficial owners of stock. Proxies may be solicited personally, by
mail, by telephone, by facsimile or by telegraph by officers, directors or
other employees of the Company, without remuneration other than their regular
compensation. Proxies may also be solicited by regular employees of the Company
at nominal cost. Any stockholder giving a proxy has the power to revoke it at
any time prior to its exercise either by notifying the Company in writing that
a proxy previously granted to its management is revoked, or by giving a written
proxy regarding the matters discussed herein, appropriately signed and dated,
to any other person.
Votes cast by proxy or in person at the Annual Meeting will be tabulated
by the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the stockholders for a vote. An abstention will have
the effect of a vote against the matter submitted for stockholder approval. If
a broker indicates that it does not have discretionary authority to vote
certain shares, those shares will not be considered as present and entitled to
vote with respect to that matter and will have no impact on the outcome of the
vote except with respect to Proposal 2 as described below. The election of
directors and approval of outside accountants are matters on which a broker has
the discretion to vote if instructions are not received from the client at
least 10 days prior to the Annual Meeting. A broker will not have discretion to
vote on the amendment of the Company's Certificate of Incorporation without
instructions from the client.
The Company has outstanding an aggregate of 10,809,929 shares of stock,
all Common Stock, $1 par value per share, of which 5,110,125 shares are Class A
shares and 5,699,804 shares are Class B shares. A majority of the shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business. The Class A shares and the Class B
shares will vote separately on Proposal 1, which is the election of directors.
The Class A shares will elect one director and each share will be entitled to
one vote for one nominee. The Class B shares will elect two directors and each
share will be entitled to one vote for each of two nominees. Directors shall be
elected by a plurality of the outstanding shares of the respective class
present in person or represented by proxy at the meeting. The Class A shares
and Class B shares will also vote separately on Proposal 2, which is to amend
the Company's Certificate of Incorporation to reduce the number of authorized
but unissued shares of Class A and Class B Common Stock. The affirmative vote
of a majority of the issued and outstanding shares of Class A Common Stock and
a majority of the issued and outstanding shares of Class B Common Stock is
required for approval of the amendment. Negative votes, abstentions and
failures to vote due to a broker's lack of discretionary authority will all
have the same effect on the outcome of this proposal. With respect to Proposal
3, which is to approve the appointment of the independent public accountants,
the Class A shares and Class B shares will vote as a single class, with each
Class A share having one-tenth of a vote and each Class B share having one
vote. The appointment of the independent public accountants shall be approved
by an affirmative vote of the majority of the votes of the outstanding shares
present in person or represented by proxy at the meeting. With respect to
Proposal 4, which is the transaction of such other business as may properly
come before the meeting, the Class A shares and the Class B shares will vote as
a single class, unless the Company's certificate of incorporation or the
General Corporation Law of Delaware expressly requires voting as separate
classes. When voting as a single class, each Class A share will have one-tenth
of a vote and each Class B share will have one vote. When voting as separate
classes, each Class A share and each Class B share will have one vote.
Management is not aware, at
1
<PAGE> 4
present, of any other business to be considered at the Annual Meeting to be held
on July 10, 1996. Any proxy granting authority to the holder thereof to vote
upon matters under Proposal 4 shall be effective with respect to all such
matters, whether the voting on any such matter is as a single class or as
separate classes. Only stockholders of record May 31, 1996, shall be entitled to
vote at the Annual Meeting on July 10, 1996, or an adjournment or adjournments
thereof.
2
<PAGE> 5
SECURITY OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of Common Stock of the
Company which are, to the best of management's belief, controlled or
beneficially owned, directly or indirectly, by the holders of five percent or
more of the voting stock of the Company.
<TABLE>
<CAPTION>
Beneficial Stock Ownership
----------------------------------------------
Percent Percent
Owner's Name and Address Class A(1) of Class(2) Class B of Class
- ---------------------------------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Dimensional Fund Advisors, Inc.(4) 441,700 6.9% 441,700 7.7%
1299 Ocean Avenue, Suite 650
Santa Monica, California
Donald Dresser (7) 365,300 6.0 56,800 1.0%
206 Normandy Place
Jackson, Tennessee 38305
Tankersley Group(5) 3,265,591 36.8% 2,866,198 50.3%
Ten Pictsweet Drive
Bells, Tennessee 38006
Tweedy, Browne Company L.P.(3) 330,087 5.5% - -
52 Vanderbilt Ave.
New York, NY 10017
</TABLE>
MANAGEMENT
The following table sets forth the number of shares of Common Stock of the
Company which are, to the best of management's belief, controlled or
beneficially owned, directly or indirectly, by each of the present directors
and nominees and by all directors and officers of the Company, as a group.
<TABLE>
<CAPTION>
Beneficial Stock Ownership
----------------------------------------------------
Percent of Percent
Name of Director or Nominee Class A(1) Class(2)(6) Class B of Class(6)
--------------------------------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Darla T. Darnall 440,871 6.8% 440,871 7.7%
B. M. Ennis(7) 200,400 3.3% 300 (*)
Dr. Joseph A. Geary - - - -
Carl W. Gruenewald, II(7) 105,884 1.8% - -
Kelle T. Northern 440,871 6.8% 440,871 7.7%
Daniel B. Tankersley 712,176 11.3% 312,783 5.5%
James I. Tankersley(5) 2,553,415 29.9% 2,553,415 44.8%
Julia T. Wells(7) 156,042 2.8% - -
John S. Wilder - - 1,000 (*)
All Directors and Officers of the
Company as a Group(14 Persons) 4,314,617 48.3% 2,928,898 51.4%
</TABLE>
3
<PAGE> 6
- ----------------------------
(1) The following table shows shares of Class A Common Stock, included in the
number of shares beneficially owned, which may be acquired upon the conversion
of Class B Common Stock.
<TABLE>
<CAPTION>
Number of Number of
Name Shares Name Shares
- ------------------------------- --------- -------------------- ---------
<S> <C> <C> <C>
Darla T. Darnall 440,871 Kelle T. Northern 440,871
Dimensional Fund Advisors, Inc. 441,700 Daniel B. Tankersley 312,783
W. Donald Dresser 56,800 James I. Tankersley 2,553,415
B. M. Ennis 300
</TABLE>
(2) Total Class A shares used to calculate percent of class includes 889,384
shares Class A Common Stock underlying Incentive Stock Options and the shares
of Class A Common Stock which may be acquired by the beneficial owner upon the
conversion of Class B Common Stock.
(3) Based on the Schedule 13D filed by Tweedy, Browne Company L.P. on March
27, 1996.
(4) Based on the Schedule 13G filed by Dimensional Fund Advisors, Inc. on
February 7, 1996.
(5) The Tankersley Group consists of the following shares beneficially owned
by Darla T. Darnall, Kelle T. Northern, Daniel B. Tankersley, Edna W.
Tankersley, James I. Tankersley and James W. Tankersley:
<TABLE>
<CAPTION>
Percent of Percent
Name Class A(1) Class(2)(6) Class B of Class(6)
- ---------------------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Darla T. Darnall 440,871 6.8% 440,871 7.7%
Kelle T. Northern 440,871 6.8% 440,871 7.7%
Daniel B. Tankersley 712,176 11.3% 312,783 5.5%
Edna W. Tankersley 9,474 (*) 9,474 (*)
James I. Tankersley 1,221,328 9.5% 1,231,328 21.7%
James W. Tankersley 440,871 6.8% 440,871 7.7%
</TABLE>
James I. Tankersley has no power to vote or dispose of and disclaims beneficial
ownership of the 9,474 shares of Class B Common Stock owned by his spouse, Edna
W. Tankersley. All members of the above group may be reached at Ten Pictsweet
Drive, Bells, Tennessee 38006.
(6) (*) Indicates less than one percent of class.
(7) The following table shows shares of Class A Common Stock, included in the
number of shares beneficially owned, which may be purchased upon exercise of a
stock option within 60 days of the Record Date.
<TABLE>
<CAPTION>
Number of Number of
Name of Option Holder Shares Name of Option Holder Shares
- --------------------- --------- ---------------------- ---------
<S> <C> <C> <C>
W. Donald Dresser 200,000 Carl W. Gruenewald, II 105,884
B. M. Ennis 200,000 Julia T. Wells 10,000
</TABLE>
4
<PAGE> 7
PROPOSAL 1
ELECTION OF DIRECTORS
Three directors, comprising one third of the entire membership of the
Board of Directors of the Company, are to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by them for the nominees shown below to hold office until their respective
terms expire and until their successors are duly elected and qualified.
Although it is not contemplated that any nominee will decline or be unable to
serve as a director, in either event the proxies will be voted by the proxy
holders for such other person as may be designated by present management.
The names of the nominees and of the directors not standing for election
and certain information about each of them are set forth below.
NOMINEES FOR ELECTION AS DIRECTOR FOR TERMS EXPIRING IN 1999
DANIEL B. TANKERSLEY(1) (AGE 49), CLASS A DIRECTOR
Vice Chairman of the Board since 1992 and Secretary of the Company since
1978. Mr. Tankersley was Executive Vice President and General Counsel of the
Company from 1989 to 1992 and Vice President of the Company from 1979 to 1989.
He has been associated with the Company since 1973 and has been a Director of
the Company since 1979.
CARL W. GRUENEWALD, II (AGE 62), CLASS B DIRECTOR
Senior Vice President-Finance of the Company since 1982 and Treasurer of
the Company since 1977. Mr. Gruenewald has been associated with the Company
since 1966 and has been a Director of the Company since 1981.
JULIA T. WELLS(1) (AGE 57), CLASS B DIRECTOR
Director of Marketing Services for the Company's Pictsweet Frozen Foods
Division since 1986. Mrs. Wells has been associated with the Company since 1964
and has been a Director of the Company since 1990.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
DR. JOSEPH A. GEARY(2)(3) (AGE 43), CLASS A DIRECTOR
Minister, Concord United Methodist Church, Paducah, Kentucky since 1991.
He has been a Director of the Company since 1991.
B. M. ENNIS (AGE 58), CLASS B DIRECTOR
President of the Company since 1989. Mr. Ennis has been associated with
the Company since 1968 and has been a Director of the Company since 1978.
JAMES I. TANKERSLEY (1)(4) (AGE 54), CLASS B DIRECTOR
Chairman of the Board of the Company since 1986. Mr. Tankersley has been
the Chief Executive Officer of the Company since 1983 and served as President
of the Company from 1977 to 1989. He has been associated with the Company since
1964 and has been a Director of the Company since 1972.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
JOHN S. WILDER (2)(3) (AGE 74), CLASS A DIRECTOR
5
<PAGE> 8
Speaker of the Senate and Lieutenant Governor of the State of Tennessee
since 1970 and has served continuously in the Tennessee State Legislature since
1968, having served two year terms in 1959 and 1966. Governor Wilder is an
attorney with John S. Wilder and Associates, an Association of Attorneys, in
Somerville, Tennessee and is also a director of The Somerville Bank and Trust
Co., Chairman of the Board of Cumberland Bancorp, Inc., a director of
Cumberland Bank of Carthage, Tennessee, Chairman of the Board of First Federal
Bankshares, Inc., a director of First Federal Bank, FSB of Collierville,
Tennessee and a director of the Bank of Green Hills of Nashville, Tennessee. He
is a director and Vice-President of the Longtown Supply Company, Inc. of
Longtown, Tennessee, a farming, cotton-ginning and merchandise business, a
partner in Longtown Farms, a partnership engaged in the business of farming and
a director of Health Management, Inc., a pathological waste disposal company.
He has been a Director of the Company since 1979.
DARLA T. DARNALL (4) (AGE 33), CLASS B DIRECTOR
Marketing Analyst for the Company's Pictsweet Frozen Foods Division from
1985 to 1990. Mrs. Darnall has been associated with the Company since 1981 and
has been a Director of the Company since 1990.
KELLE T. NORTHERN (4) (AGE 29), CLASS B DIRECTOR
Manager - Human Resources for the Company's Pictsweet Frozen Foods
Division from 1990 to 1996. Mrs. Northern has been associated with the Company
since 1982 and has been a Director of the Company since 1991.
COMMITTEES
The Company does not have a Nominating Committee, but the Board of
Directors has appointed a standing Audit Committee, Compensation Committee,
Executive Committee and Strategic Planning Committee.
The members of the Audit Committee are John S. Wilder (Chairman) and Dr.
Joseph A. Geary, neither of whom is an employee of the Company. The Committee
recommends to the Board of Directors the firm to be employed as independent
public accountants. The Committee periodically reviews with management the
Company's accounting policies, internal control systems and public disclosure
system. The Committee also consults with the Company's independent public
accountants regarding the plan of audit, the adequacy of internal controls and
the audit report.
The members of the Compensation Committee are John S. Wilder (Chairman)
and Dr. Joseph A. Geary, neither of whom is an employee of the Company. The
Committee has the responsibility to review and recommend to the Board of
Directors for approval the annual salary, bonus, stock options and other
benefits of the five most highly compensated senior executives of the Company
and to review generally the executive compensation programs and policies of the
Company. The Compensation Committee was first established by the Board of
Directors on May 12, 1995.
The members of the Executive Committee are James I. Tankersley (Chairman),
Daniel B. Tankersley and Julia T. Wells. The Committee acts for the Board of
Directors, within certain limits, when necessary, in managing the business and
affairs of the Company.
The members of the Strategic Planning Committee are James I. Tankersley
(Chairman), Darla T. Darnall and Kelle T. Northern. The Committee examines
broad trends in the food industry and the economy with a view to determine the
validity of the Company's basic corporate objectives.
MEETING ATTENDANCE
The Board of Directors met four times, the Executive Committee met nine
times, the Audit Committee met four times, the Compensation Committee met four
times and the Strategic Planning Committee met once during the last fiscal year
and each director attended 100 percent of the total number of applicable Board
or Committee meetings.
- -------------------------------------------
6
<PAGE> 9
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Strategic Planning Committee.
7
<PAGE> 10
EXECUTIVE OFFICERS
The names and positions of all the executive officers of the Company are
listed below along with their business experience during the past five years.
Officers are appointed annually by the Board of Directors at the meeting of
directors immediately following the annual meeting of stockholders. There are
no arrangements or understandings between any officer and any other person
pursuant to which the officer was appointed.
<TABLE>
<CAPTION>
NAME, AGE AND POSITION BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ---------------------- ------------------------------------------
<S> <C>
James I. Tankersley, 54 Chairman of the Board since 1986; Chief
Chairman of the Board and Executive Officer since 1983; President from
Chief Executive Officer 1977 to 1989; joined the Company in 1964.
Daniel B. Tankersley, 49 Vice Chairman since 1992 and Secretary since
Vice Chairman and Secretary 1978; Executive Vice President and General
Counsel from 1989 to 1992; Vice President
from 1979 to 1989; joined the Company in
1973.
B. M. Ennis, 58 President since 1989; Vice Chairman from 1989
President to 1990; Senior Vice President from 1982 to
1989; joined the Company in 1968.
Carl W. Gruenewald, II, 62 Senior Vice President and Chief Financial
Senior Vice President, Chief Officer since 1982 and Treasurer since 1977;
Financial Officer and joined the Company in 1966.
Treasurer
W. Donald Dresser, 48 Executive Vice President and Director of
Executive Vice President and Development since 1989. Vice
Director of Development President-Business Development and General
Counsel from joining the Company in 1985 to
1989.
Mason A. Leonard, 51 Division President since 1989; Vice President
Division President from 1985 to 1989; joined the Company in
Pictsweet Frozen Foods 1982.
John D. Haltom, 48 Division President since 1990;
Division President Director-Inventory, Purchasing and
Pictsweet Mushroom Farms Distribution for the Pictsweet Frozen Foods
Division from 1979 to 1990; joined the
Company in 1974.
Robert B. Kendrick, 58 Vice President, Engineering since 1993;
Vice President, Engineering Director-Manufacturing for the Pictsweet
Frozen Foods Division from 1984 to 1993;
joined the Company in 1970.
</TABLE>
FAMILY RELATIONSHIPS
James I. Tankersley, Daniel B. Tankersley and Julia T. Wells are brothers
and sister. Darla T. Darnall and Kelle T. Northern are the daughters of James
I. Tankersley. These are the only family relationships between any director or
executive officer and any other director or executive officer of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1991 the Company guaranteed a $225,000 bank loan to the Senior Vice
President - Finance of the Company. The purpose of this guarantee was to allow
him to refinance a loan he had with another bank and to meet certain family
financial obligations which he felt obliged to assume. On July 12, 1991 the
Board of Directors determined that the loan guarantee was reasonably expected
to benefit the Company and authorized the guarantee. The largest amount
outstanding of such indebtedness during the year ended February 29, 1996 was
$106,794 and the amount outstanding on May 1, 1996 was $65,521.
8
<PAGE> 11
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
<TABLE>
<CAPTION>
NUMBER FAILURE TO FILE
OF TRANSACTIONS NOT REPORTED ON A A
REPORTING PERSON LATE REPORTS TIMELY BASIS REQUIRED FORM
- ---------------- ------------ ------------------------------ --------------
<S> <C> <C> <C>
John D. Haltom - 1 1
</TABLE>
9
<PAGE> 12
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
GENERAL
The following table sets forth the total annual compensation paid or
accrued by the Company during the three years ended February 29, 1996 for the
account of each of the five most highly compensated executive officers of the
Company whose total cash compensation exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
- -----------------------------------------------------
All Other
Compen
Salary Bonus sation
Name and Principal Position Year ($) ($) ($)(1)
- ------------------------------------------------------------------
<S> <C> <C> <C> <C>
James I. Tankersley 1996 750,000 21,015 234,062
Chairman & CEO 1995 724,817 103,596 339,351
1994 670,125 20,539 96,458
Daniel B. Tankersley 1996 500,000 13,843 169,843
Vice Chairman 1995 490,073 68,934 239,265
1994 463,933 14,220 84,985
B. M. Ennis 1996 250,000 6,604 95,057
President 1995 245,337 31,649 114,806
1994 232,741 7,133 61,907
Carl W. Gruenewald, II 1996 235,000 6,218 98,751
Senior VP 1995 230,337 29,803 118,193
1994 217,741 6,674 69,811
W. Donald Dresser 1996 235,000 6,150 80,919
Executive VP 1995 230,337 29,261 98,647
1994 217,741 6,674 53,789
</TABLE>
- --------------------------------------------------------
(1) All other compensation consists of the following:
ALL OTHER COMPENSATION
<TABLE>
<CAPTION>
Unfunded Group Life
Committee Retirement Insurance
Board Fees Fees Plan Premiums
Name and Principal Position Year ($) ($) ($) ($)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James I. Tankersley 1996 52,000 30,000 133,627 18,435
Chairman & CEO 1995 50,750 30,000 241,496 17,105
1994 48,000 30,000 2,479 15,979
Daniel B. Tankersley 1996 52,000 30,000 81,917 5,926
Vice Chairman 1995 50,750 30,000 152,918 5,597
1994 48,000 30,000 1,716 5,269
B. M. Ennis 1996 52,000 - 27,381 15,676
President 1995 50,750 - 49,874 14,182
1994 48,000 - 865 13,042
Carl W. Gruenewald, II 1996 52,000 - 26,215 20,356
Senior VP 1995 50,750 - 47,659 19,784
1994 48,000 - 806 21,005
W. Donald Dresser 1996 20,500 31,500 23,296 5,623
Executive VP 1995 50,750 - 42,600 5,297
1994 48,000 - 806 4,983
</TABLE>
10
<PAGE> 13
OPTIONS/SAR GRANTS
The Company did not grant stock options or stock appreciation rights to
any of the officers named in the Summary Compensation Table during the last
fiscal year. The following table sets forth the options and/or stock
appreciation rights exercised during the last fiscal year by each named
officer, the aggregate number of options held by each named officer, and the
value realized from exercised options and inherent in unexercised options:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION> Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
at FY-End (#) FY-End ($)
-----------------------------------
Shares Acquired on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable(1) Unexercisable
Name and Principal Position (#) ($) (#) ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James I. Tankersley -0-/-0- -0-/-0-
Chairman & CEO -0- -0- -0-/-0- -0-/-0-
Daniel B. Tankersley -0-/-0- -0-/-0-
Vice Chairman -0- -0- -0-/-0- -0-/-0-
B. M. Ennis 200,000/-0- 175,000/-0-
President -0- -0- 200,000/-0- 175,000/-0-
Carl W. Gruenewald, II 105,884/-0- 92,649/-0-
Senior Vice President -0- -0- 105,884/-0- 92,649/-0-
W. Donald Dresser 200,000/-0- 175,000/-0-
Executive Vice President -0- -0- 200,000/-0- 175,000/-0-
</TABLE>
- --------------------------------------------------
(1) The options expire in December 1997.
COMPENSATION OF DIRECTORS
All directors of the Company receive an annual fee of $45,000 for service
on the Board and $1,750 for each meeting of the Board of Directors attended
(not including telephone meetings). Each member of the Executive Committee
receives an annual fee of $30,000 for service on the Committee. In addition,
any director subject to self-employment tax is reimbursed for one-half of the
self-employment taxes payable with respect to director or committee fees, plus
an amount equal to the additional taxes resulting from such reimbursement. Dr.
Geary, a non-employee director, receives additional compensation in the form of
personal travel expense reimbursement and Mrs. Darnall and Mrs. Northern,
non-employee directors receive additional compensation in the form of personal
travel expense reimbursement and use of a company car, but in no case does the
value of such compensation exceed $15,000.
COMPENSATION REPORT FROM THE COMPENSATION COMMITTEE
On May 12, 1995, the Board of Directors established a Compensation
Committee and appointed John S. Wilder and Dr. Joseph A. Geary to serve on the
Committee. The Compensation Committee has the responsibility to review and
recommend to the Board of Directors for approval the annual salary, bonus,
stock options and other benefits offered to the five most highly compensated
senior executives of the Company and to review generally the executive
compensation programs and policies of the Company. In previous fiscal years,
compensation decisions for senior executives were made by the full Board acting
on the recommendations of the Chairman of the Board. No compensation decisions
for senior executives were made during the fiscal year ended February 29, 1996
prior to the formation of the Compensation Committee, and thereafter the Board
has acted only in accordance with the recommendations of the Compensation
Committee.
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<PAGE> 14
COMPENSATION PHILOSOPHY AND OBJECTIVES
Following its establishment, the Compensation Committee adopted a
statement of compensation policies and procedures applicable to executive
officers for fiscal 1996. The primary objectives of the Committee's policies
are as follows:
- to attract, retain, and reward management personnel who are key to
the success of the Company by providing a compensation program that is
competitive with or superior to compensation provided to similarly
situated executive officers of companies of comparable size and/or in
comparable lines of business;
- to reward personal contributions in the areas of leadership,
strategic planning and development, management development, and
industry involvement that, in the judgment of the Compensation
Committee, significantly and positively affect the success of the
Company;
- to ensure that compensation levels are properly aligned with the
Company's performance and corporate culture by providing appropriate
incentives for executive officers to achieve corporate and personal
goals; and
- to align long-term interests of the Company's executive officers
with policies which will ensure the long-term financial health of the
Company.
The Compensation Committee determined that it would focus on three primary
components of the executive compensation program, each of which would be
structured, to the extent appropriate, to reflect corporate and individual
performance: base salary compensation, annual incentive compensation, and
long-term incentive compensation. In determining executive compensation
packages, the Compensation Committee determined that it would consider
comparable company data and such other information as it, in its subjective
judgment, deemed relevant or appropriate.
REVIEW OF COMPENSATION POLICIES AND RECOMMENDATIONS
The Compensation Committee identified a group of food products companies
to use for purposes of compensation comparisons and reviewed the compensation
policies and programs described in recent proxy statements of these companies.
Some, but not all, of these companies are included in the Standard & Poor's
Food Products Index, which is included in the performance graph on page 12 of
this proxy statement. The Compensation Committee then reviewed the
recommendations of senior management in light of the comparative data for other
food products companies. The recommendations of senior management included no
changes to existing base salary levels for senior executives and no changes to
the existing incentive compensation plan, retirement compensation plans and
deferred compensation plan, but increased the term life insurance coverage
offered to certain senior executive officers by amounts ranging from $62,500 to
$1,750,000 (so that the total amount of life insurance coverage offered would
range from $650,000 to $5,000,000) and established a non-accountable annual
travel and entertainment account for the Chairman and Vice Chairman in the
amount of $100,000 and $25,000, respectively. In the course of its review and
its deliberations to reach its compensation recommendations, the Committee took
into account a number of factors, including the following:
- The unique, complex nature of the Company's highly competitive
business, which competes with divisions of significantly larger
companies with greater resources than the Company;
- The long-term business strategy of the Company to focus on
improving its competitive position by building long-term balance sheet
strength which in the short term may adversely affect short-term
operating results;
- The lack of any directly comparable public companies;
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<PAGE> 15
- The compensation information reviewed by the Committee for other food
products companies;
- The need for total cash compensation offered by the Company to be
greater than the median range of its competitors in order to attract
and keep highly qualified senior management in a circumstance in which,
among other things, the Company is located in a rural area and has an
equity security that is closely held and thinly traded at market prices
and trends that have not historically reflected the potential benefits
of the long-term business strategy of the Company;
- The fact that the incentive portion of cash compensation is based
in part on net profits, return on average assets and return on equity;
- The benefits available to senior executives, including the deferred
compensation plan, retirement benefits and life insurance coverage; and
- The policies included in the Company's revised Policy Manual which
restrict certain benefits available to the senior executive officers.
In light of these factors and other considerations, including those set
forth below, which factors it applied in its subjective judgment, the
Compensation Committee made the following recommendations to the Board with
respect to the compensation of senior executives. The Committee also approved
a revised Policy Manual governing, among other things, the availability of
travel and other benefits to senior executives.
BASE SALARY
Primarily due to the long-term business strategy of the Company which has
adversely affected short-term operating results and the relative illiquidity of
the trading market for the Company's Common Stock, the Committee has determined
that the principal portion of management's compensation should be in the form
of salary. The Committee believes that its goal of attracting and retaining
the best management available to operate the type of business in which the
Company is engaged, in its rural location, requires a large element of
stability in its compensation policies, with total compensation weighted
towards base salary. However, in light of factors such as operating results
for fiscal 1995 and comparable compensation arrangements, which factors were
applied subjectively by the Committee, it was determined that no increases in
base salary for senior executives should be made for fiscal 1996. The
difference between fiscal 1995 and 1996 salary as shown in the Summary
Compensation Table is the result of an increase in base salary implemented in
July 1994.
INCENTIVE COMPENSATION
The Company's Incentive Compensation Plan, which covers senior executives,
uses net income, return on average assets and return on equity (as calculated
in accordance with the Plan) to determine the amount of bonus payable to each
executive. (The formula also takes into account each executive's position and
its relative impact on financial performance. The resulting bonus award may
also be adjusted downward in the event of poor performance on the part of the
executive.) The Committee believes that the broad measures of the Company's
performance incorporated into the Incentive Compensation Plan provide an
appropriate incentive to achieve the Company's long-term goals.
INCENTIVE STOCK OPTIONS
The Company has adopted an Incentive Stock Option Plan that provides for
the grant of stock options to key employees of the Company. To date, the award
of options has been limited to 200,000 shares for any individual. The award of
options under the plan is normally made when an employee has become established
in a key management position. The Company adopted this plan to provide
additional incentive to achieve the long-term goals of the Company which should
over time be reflected in a rising market for the Company's common stock.
There are twenty-one employees of the Company who have options currently
outstanding under the plan and three of the five named individuals have been
granted options for an aggregate of 505,884 shares. No options were granted to
senior executives during fiscal 1996. The plan provides that an option may not
be granted to any person
13
<PAGE> 16
who owns, as defined in Section 422 of the Internal Revenue Code, stock
aggregating more than 10% of the combined voting power or value of all classes
of stock of the Company. As a result, no options have been issued to James I.
Tankersley or Daniel B. Tankersley.
COMPENSATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The same philosophies that underlie the Compensation Committee's policies
with respect to compensation of executive officers in general form the basis
for decisions concerning the compensation of James I. Tankersley, the Company's
Chairman and Chief Executive Officer. In addition, the Committee considered
the significant equity interest held by Mr. Tankersley, as well as the nature
and degree of efforts required of Mr. Tankersley to maintain and build
customer, supplier and industry relationships. Other factors considered were
Mr. Tankersley's individual performance in light of the long-term business
strategy of the Company and the competitive environment in fiscal 1996. The
Committee also considered the potential negative impact on the market value of
the Company's Common Stock if, on Mr. Tankersley's death, his estate was forced
for liquidity purposes to sell all or a significant portion of the stock held
by Mr. Tankersley. As a result of those factors, which were subjectively
applied, the Committee believed that the compensation of the Chairman and Chief
Executive Officer should be based primarily on base salary and secondarily
through participation in the Company's Incentive Compensation Plan. The
Committee recommended no salary increase in fiscal 1996, but it recommended an
increase in the amount of life insurance coverage offered to James I.
Tankersley to $5,000,000 and a non-accountable expense account for him in the
amount of $100,000, having considered in its subjective judgment the travel and
entertainment needs of the office.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended.
("Section 162(m)") generally limits federal income tax deductions for
compensation paid after 1993 to the chief executive officer and the four most
highly compensated officers of the Company to $1 million per year, but provides
an exception for performance-based compensation that satisfies certain
conditions. The Committee has not adopted a definitive policy regarding
Section 162(m). However, in making compensation decisions, the Committee will
consider the net cost of compensation to the Company and whether it is
consistent with other compensation objectives.
Dr. Joseph A. Geary
John S. Wilder
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The members of the Compensation Committee during the last fiscal year
were Mr. Wilder (Chairman) and Dr. Geary, neither of whom is a former or
current officer or employee of the Company. There were no interlocks or
relationships requiring disclosure under applicable SEC rules.
COMMON STOCK PERFORMANCE
As part of the executive compensation information disclosures, the
Securities and Exchange Commission requires a five-year comparison of stock
performance for the Company with stock performance of appropriate similar
companies. The Company's common stock is traded on the American and Pacific
stock exchanges and one appropriate index is the S&P 500. Because "peer
companies" are either privately owned or are part of much larger conglomerates,
the Company is not able to construct its own peer group index. The closest
additional index which is available is the S&P Food Products Index. The
comparison shows the cumulative total return for five years, assuming
reinvestment of dividends, on $100 invested on March 1, 1991 in United Foods,
Inc. Class A Common Stock, United Foods, Inc. Class B Common Stock, the
Standard and Poors 500 and the Standard and Poors Food Products Index.
14
<PAGE> 17
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL VALUE AMONG UNITED FOODS, INC.,
S&P 500 AND S&P FOOD PRODUCTS INDEX
<TABLE>
<CAPTION> S&P Food
Measurement Period United Foods, Inc. United Foods, Inc. Products
(Fiscal Year Covered) Class A Class B S&P 500 Index
<S> <C> <C> <C> <C>
1991 100.00 100.00 100.00 100.00
1992 100.00 100.00 112.43 120.66
1993 100.00 107.14 120.79 126.69
1994 107.14 103.60 127.26 112.73
1995 132.17 146.46 132.78 127.39
1996 121.43 114.29 174.47 159.49
</TABLE>
PROPOSAL 2
AMENDMENT OF CERTIFICATE OF INCORPORATION
TO DECREASE IN THE NUMBER OF AUTHORIZED SHARES
The Board of Directors of the Company believes that the best interests of
the Company and its stockholders will be served by amending the Company's
Certificate of Incorporation to decrease the number of authorized shares of
Common Stock. The Board of Directors believes that decreasing the number of
authorized shares of Common Stock will reduce the Company's annual Delaware
franchise tax liability, which is based in part on the number of authorized
shares. On May 23, 1996, the Board of Directors adopted resolutions approving
and recommending that the stockholders approve a decrease in the Company's
authorized Common Stock, including a decrease in Class A from 25,000,000 shares
to 12,000,000 shares and a decrease in Class B from 10,000,000 shares to
6,000,000 shares. The sole purpose of the proposed amendment is to decrease the
number of authorized shares of Common Stock in order to achieve the anticipated
tax savings. There can be no assurance that the anticipated tax savings will
be achieved.
As of May 31, 1996, the Company had 5,110,075 shares of Class A Common
Stock issued and outstanding. In addition, 889,384 shares of Class A Common
Stock were reserved for issuance under the Company's Incentive Stock Option
Plan and 5,699,854 shares were reserved for issuance upon conversion of the
outstanding Class B Common Stock. Thus, at May 31, 1996, there were 13,300,387
authorized shares of Class A Common Stock unissued and not reserved for
issuance.
The Company also had 5,699,854 shares of Class B Common Stock issued and
outstanding as of May 31, 1996. No additional shares of Class B were reserved
for issuance. Thus, at May 31, 1996, there were 4,300,146 authorized shares of
Class B Common Stock unissued and not reserved for issuance.
15
<PAGE> 18
The proposed decrease in the number of authorized shares will have the
effect of preventing the Company from issuing or reserving shares of Class A
and Class B Common Stock in excess of the amounts provided in the proposed
amendment to the Certificate of Incorporation. The Company will only be able
to issue or reserve additional shares of Class A or Class B Common Stock if it
purchases shares of Class A or Class B Common Stock from existing stockholders
and re-issues this stock, or if the number of authorized shares is increased by
a subsequent amendment to the Certificate of Incorporation, which amendments
would require the approval of the holders of a majority of the voting power of
the Common Stock then outstanding and a majority of the then outstanding shares
of the class or classes so increased.
The decrease in the number of authorized shares of Class A and Class B
Common Stock will be accomplished by amending Article IV(A) of the Company's
Certificate of Incorporation in its entirety. Article IV(A) currently states:
A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Forty Five Million
(45,000,000) shares of capital stock, consisting of Ten Million
(10,000,000) shares of Preferred Stock with a par value of one
dollar ($1.00) per share, and Thirty Five Million (35,000,000)
shares of Common Stock with a par value of one dollar ($1.00) per
share, of which Twenty FIve Million (25,000,000) shares shall be
designated "Class A Common Stock" and Ten Million (10,000,000)
shares shall be designated "Class B Common Stock". The number of
authorized shares of Preferred Stock and of Common Stock may be
increased or decreased from time to time if approved by the
holders of a majority of the voting power of the stock of the
Corporation entitled to vote thereon.
It will be replaced by the following:
A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Twenty Eight Million
(28,000,000) shares of capital stock, consisting of Ten Million
(10,000,000) shares of Preferred Stock with a par value of one
dollar ($1.00) per share and Eighteen Million (18,000,000) shares
of Common Stock with a par value of ($1.00) per share, of which
Twelve Million (12,000,000) shares shall be designated "Class A
Common Stock" and Six Million (6,000,000) shares shall be
designated "Class B Common Stock". The number of authorized
shares of Preferred Stock and Common Stock may be increased or
decreased from time to time if approved by the holders of a
majority of the voting power of the stock of the Corporation
entitled to vote thereon.
A copy of the proposed amendment to the Certificate of Incorporation is
set forth as Exhibit A to this proxy statement.
REQUIRED STOCKHOLDER VOTE
Approval of the proposed decrease in the authorized Common Stock requires
the affirmative vote of the holders of a majority of the issued and outstanding
shares of Class A Common Stock entitled to vote at the 1996 Annual Meeting and
the affirmative vote of the holders of a majority of the issued and outstanding
shares of Class B Common Stock entitled to vote at the 1996 Annual Meeting.
The Board of Directors believes that it is in the best interest of the Company
to approve the proposed decrease in the authorized Common Stock and the Board
of Directors unanimously recommends that stockholders vote FOR the proposal.
PROPOSAL 3
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors of the Company has
recommended the appointment of BDO Seidman, LLP as the independent public
accountants to audit the financial statements of United Foods, Inc., for the
year ending February 28, 1997. This recommendation has been approved by the
Board of Directors and is being presented for approval or rejection by our
stockholders. A majority vote is required for approval. A member of that
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<PAGE> 19
firm will have the opportunity to make a statement at the annual meeting and
will be available to respond to any appropriate question.
17
<PAGE> 20
OTHER INFORMATION
No business other than that set forth in the attached Notice of Annual
Meeting is expected to come before the meeting, but should other matters
requiring a vote of the stockholders arise, including a question of adjourning
the meeting, the persons named in the accompanying Proxy will vote thereon
according to their best judgment in the interest of the Company. In the event
that any of the above-named nominees for the office of director shall withdraw
or otherwise become unavailable for reasons not presently known, the persons
named as proxies will vote for other persons in their place in the best
interest of the Company.
STOCKHOLDERS' PROPOSALS
The last day for receipt of resolutions for inclusion in the Company's
Proxy Material for the 1997 Annual Meeting is February 20, 1997.
ADJOURNMENT OF MEETING
It is intended that the proxies will be voted in favor of adjourning the
meeting from time to time in the event that a quorum is not present at the
scheduled meeting date, until such time as a quorum is present, and if present
or desirable, to recess. A majority constitutes a quorum.
FORM 10-K
The Company's 1996 report on Form 10-K, as filed with the Securities and
Exchange Commission, is included as a part of the Annual Report, except for
certain exhibits and schedules which have been omitted. Such exhibits and
schedules or additional copies of the Annual Report will be forwarded to
stockholders without charge, upon written request addressed to United Foods,
Inc., Attention Secretary, Ten Pictsweet Drive, Bells, Tennessee 38006-0119.
RETURN OF PROXIES
It is important that the proxies be returned promptly so as to assure a
quorum in order that the business meeting may be conducted and accomplished.
Stockholders who do not expect to attend are urged to execute and return their
proxy in the enclosed Business Reply Envelope, which requires no postage if
mailed in the United States.
June 17, 1996 Daniel B. Tankersley
Secretary
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<PAGE> 21
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF UNITED FOODS, INC.
In accordance with the provisions of Section 242 of the Delaware
Corporation Law, Article IV (A) of the Certificate of Incorporation of United
Foods, Inc. has been amended to read as follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Twenty Eight Million
(28,000,000) shares of capital stock, consisting of Ten Million
(10,000,000) shares of Preferred Stock with a par value of one
dollar ($1.00) per share and Eighteen Million (18,000,000) shares
of Common Stock with a par value of ($1.00) per share, of which
Twelve Million (12,000,000) shares shall be designated "Class A
Common Stock" and Six Million (6,000,000) shares shall be
designated "Class B Common Stock". The number of authorized
shares of Preferred Stock and Common Stock may be increased or
decreased from time to time if approved by the holders of a
majority of the voting power of the stock of the Corporation
entitled to vote thereon.
IN WITNESS WHEREOF, United Foods, Inc. has caused this certificate of
Amendment to be signed by James I. Tankersley, its Chairman of the Board, and
attested by Daniel B. Tankersley, its Vice Chairman of the Board and Secretary,
this _____ day of _____________, 1996.
UNITED FOODS, INC.
BY:
-----------------------------
James I. Tankersley,
Chairman of the Board
ATTEST
BY:
----------------------------------------
Daniel B. Tankersley,
Vice Chairman of the Board and Secretary
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<PAGE> 22
APPENDIX A
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY The undersigned hereby appoints James I. Tankersley and B.M. Ennis, or either
of them, as Proxies, each with full power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
UNITED FOODS, INC. Class A and Class B Common Stock of United Foods, Inc., held of record by the
TEN PICTSWEET DRIVE undersigned on May 31, 1996, at the annual meeting of stockholders to be held on
BELLS, TENNESSEE 38006-0119 July 10, 1996, or any adjournments thereof.
- -----------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
Nominee for election by Class A Common Stockholders: Daniel B. Tankersley
Nominees for election by Class B Common Stockholders: Carl W. Gruenewald, II and Julia T. Wells
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in space provided below.)
2. PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION TO DECREASE AUTHORIZED SHARES:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO APPROVE THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. AUTHORIZATION FOR PROXIES TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING:
[ ] GRANT AUTHORITY [ ] WITHHOLD AUTHORITY
(Continued and to be signed on the other side)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
SHARES OF THE COMPANY'S CLASS A COMMON STOCK ARE DESIGNATED ABOVE AS
"COMA" AND SHARES OF THE COMPANY'S CLASS B COMMON STOCK ARE DESIGNATED
ABOVE AS "COMB".
- -------------------------------------------------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND TO "GRANT AUTHORITY" FOR PROPOSAL 3.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
</TABLE>
DATED:. SIGNATURE
- -----------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY SIGNATURE IF HELD JOINTLY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
- -----------------------------------------------
