<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / 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
VIE DE FRANCE CORPORATION
- --------------------------------------------------------------------------------
(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):
/X/ $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:
- --------------------------------------------------------------------------------
/ / 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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
VIE de FRANCE CORPORATION
85 South Bragg Street
Alexandria, Virginia 22312
(703) 750-9600
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of Vie de
France Corporation (the "Company") will be held at the Hyatt Regency Bethesda,
One Bethesda Metro Center, Bethesda, Maryland 20814 on Wednesday, October 25,
1995, at 10:00 a.m. for the following purposes:
1. To elect seven directors to hold office for one year and until their
successors are elected and qualify;
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only the stockholders of record at the close of business on September 15,
1995 will be entitled to vote at the meeting.
All stockholders are requested to be present in person or by proxy. For
the convenience of those stockholders who do not expect to attend the meeting in
person and desire to have their stock voted, a form of proxy and an envelope for
which no postage is required, are enclosed. Any proxy may be revoked at any time
prior to its exercise by filing with the Secretary of the Company a written
notice of revocation, by delivering a duly executed proxy bearing a later date,
or by attending the Annual Meeting and voting in person.
Please complete, sign, date and mail promptly the accompanying proxy card
in the return envelope furnished for that purpose, whether or not you plan to
attend the meeting. Your cooperation is appreciated since a majority of the
Common Stock must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business.
By Order of the Board of Directors
Jean-Louis Vilgrain
Chairman of the Board
Alexandria, Virginia
September 25, 1995
<PAGE> 3
VIE de FRANCE CORPORATION
85 South Bragg Street
Alexandria, Virginia 22312
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Vie de France
Corporation in connection with the Annual Meeting of Stockholders to be held
October 25, 1995. This Proxy Statement, the notice to stockholders, and the
proxies are being mailed to stockholders on or about October 2, 1995.
SOLICITATION OF PROXIES
Proxies in the form enclosed are solicited by and on behalf of the
Board of Directors of the Company. The individuals named as proxies are Mr.
Jean-Louis Vilgrain and Mr. Stanislas Vilgrain. Proxies may be solicited by use
of the mails, by personal interview, or by telephone and may be solicited by
officers and directors, and by the other employees of the Company. All costs of
solicitation of proxies will be borne by the Company.
All shares represented by proxies received will be voted in accordance
with instructions contained therein. In the absence of voting instructions, the
shares will be voted for the nominees listed herein. Any proxy may be revoked at
any time prior to its exercise by filing with the Secretary of the Company a
written notice of revocation, by delivering a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the close of business on September 15, 1995, there were 13,780,793
shares of Common Stock outstanding, which represent all of the voting securities
of the Company. Each share of Common Stock is entitled to one vote. Stockholders
do not have cumulative voting rights in the election of directors. Only
stockholders of record at the close of business on September 15, 1995 will be
entitled to vote at the meeting. Abstention from voting will be counted neither
for nor against the election of any nominee for director.
1
<PAGE> 4
The following table sets forth, as of August 31, 1995, certain information
as to the number of shares of Common Stock of the Company beneficially owned by
each person who is known by the Company to own beneficially more than 5% of its
outstanding Common Stock based upon reports on schedule 13D filed with the
Securities and Exchange Commission or other reliable information.
<TABLE>
<CAPTION>
TITLE NUMBER PERCENT
NAME AND ADDRESS OF CLASS OF SHARES OF CLASS
- ---------------- -------- --------- --------
<S> <C> <C> <C>
Food Research Corporation Common Stock 7,045,588 51.1%
85 South Bragg Street, Suite 600
Alexandria, Virginia 22312
Gruber McBaine Capital Management Common Stock 1,468,357 10.7%
50 Osgood Place
San Francisco, California 94133
</TABLE>
- --------------------
The following table sets forth as of August 31, 1995 the beneficial
ownership of each director, nominee for director, each named executive officer,
and the directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OF CLASS
- ---- --------- --------
<S> <C> <C>
Jean-Louis Vilgrain............................................ (1)
Alexandre Vilgrain............................................. (1)
Stanislas Vilgrain (2)......................................... 126,625 (1) *
Richard M. Tolbert (2)......................................... 19,500 *
Alan Esenstad (2).............................................. 32,500 *
William Peachey (2)............................................ 32,500 *
Arthur Stouffs (2)............................................. 32,500 *
Directors, nominees and officers
as a group (11 persons)(1)(2)(3)............................. 7,289,213 52.9%
</TABLE>
* Less than one percent
(1) Jean-Louis Vilgrain, Chairman of the Company, is Chairman and President of
Food Research Corporation ("FRC"). FRC is owned 77% by Secria Europe, S.A.
("Secria Europe") and 23% by Mrs. Odette Vilgrain, the mother of
Jean-Louis Vilgrain. Jean-Louis Vilgrain, who is also a director of Secria
Europe, may be deemed to be the beneficial owner of 100% of Secria Europe,
whose capital is held in equal amounts by the five children of Jean-Louis
Vilgrain, of whom Stanislas Vilgrain is an officer and director of the
Company and Alexandre Vilgrain is a director.
As a result of his potential beneficial ownership Secria Europe, and
Secria Europe's 77% ownership of FRC, Jean-Louis Vilgrain may be deemed to
be the beneficial owner of the 7,045,588 shares of common stock of the
Company held directly by FRC. In addition, as a result of their ownership
of 20% each of the capital of
2
<PAGE> 5
Secria Europe, Stanislas and Alexandre Vilgrain each may be deemed to be
the beneficial owner of these 7,045,588 shares of common stock of the
Company held by FRC.
(2) Includes options to purchase the Company's Common Stock granted under
Stock Option Plans that are exercisable currently or within 60 days after
August 31, 1995 in the amounts of 95,125 shares for Mr. S. Vilgrain,
19,500 shares for Mr. Tolbert, 31,500 shares for Mr. Esenstad, 31,500
shares for Mr. Peachey, 31,500 shares for Mr. Stouffs and 209,125 shares
for all directors, nominees and officers as a group (11 persons).
(3) Includes new nominees for director, Mssrs. Hackney, Naddaff, and Youngman,
none of whom beneficially owns any stock in the Company.
- --------------------
ELECTION OF DIRECTORS
Seven nominees for director are to be elected to the Board of Directors
for one year to serve until the annual meeting of stockholders in 1996 and until
their successors are elected and qualified. Four nominees are currently serving
as directors, while three nominees, Mssrs. James Hackney, George A. Naddaff, and
Carl M. Youngman are being nominated for their initial term.
Unless otherwise specified, proxies received will be voted for the
election of the nominees set forth below. All such nominees have indicated that
they are willing and able to serve as directors. If any nominee becomes unable
or unwilling to serve, the accompanying proxy may be voted for the election of
such other person as shall be designated by the Board of Directors. Each
director will be elected by a plurality vote of Common Stock represented, in
person or by proxy, at the annual meeting. Therefore, an abstention from voting
will be counted neither for nor against the election of any nominee for
director.
Mr. Jean-Louis Vilgrain, age 61, has been Chairman of the Company since
September 1977 and has served as director since November 1974. In addition, Mr.
Vilgrain served as Chief Executive Officer from September 1977 until October
1993. Mr. J.L. Vilgrain is Chairman and President of the JLVilgrain Group, and
is President of Secria Europe, a French holding company controlling the
JLVilgrain Group. The JLVilgrain Group is an international consortium of food
related businesses and industries with interests ranging from production
engineering to retail food establishments. He is also Chairman and President of
Food Research Corporation, a holding company for Vie de France as well as
African and Pacific Rim companies. Mr. J.L. Vilgrain was President from 1978 to
1989 of Grands Moulins de Paris, an international milling and food processing
company incorporated in France.
Mr. Stanislas Vilgrain, age 36, was appointed President and Chief
Executive Officer in October 1993, having served as President and Chief
Operating Officer since June 1991 and as a director since 1991. He served as
President of the Vie de France Culinary Division from July 1987 to June 1991.
Previously, he was employed by the Company as Director of Staff Operations from
August 1986 through June 1987. He was Manager of the Company's San Francisco
bakery from January 1986 through August 1986, after having served as Assistant
Manager of the Denver bakery from July 1984 through December 1985. Prior to
joining the Company, he was Assistant to the Director of Research & Development
for the Bakery Division of Grands Moulins de Paris from June 1983 to July 1984,
and was Regional Manager of Operations and Sales from July 1982 through May 1983
for O.F.U.P., a publication distributor in Paris, France. Mr. Stanislas Vilgrain
is the son of Mr. Jean-Louis Vilgrain and brother of Mr. Alexandre Vilgrain.
3
<PAGE> 6
Mr. Alexandre Vilgrain, age 39, has been employed by S.O.M.D.I.A.A., an
international food processing company, since 1980. He has served in the capacity
of Vice General Manager since January 1987. From January 1982 to December 1986
he served as Secretary, and from April 1980 to December 1981 he was Field
Manager of that company. Mr. A. Vilgrain also serves as the President of
DeliFrance Asia. He was elected to the board of directors of Vie de France in
1991. Mr. Alexandre Vilgrain is the son of Mr. Jean-Louis Vilgrain, and the
brother of Mr. Stanislas Vilgrain.
Mr. Bruno Goussault, age 53, has been employed since 1991 by Centre de
Recherche d'Etude pour l'Alimentation (a food industry research center) as
Scientific Managing Director. From 1981 to 1990, he served as Director of
Research for the Institut Superieur de l'Alimentation (Food Industry Institute),
while from 1975 to 1981 he served as Assistant Laboratory Director for the
Institute. Prior to working at the Institute, Mr. Goussault worked in a number
of capacities within the food engineering industry. Mr. Goussault received an
advanced degree in engineering from the world renown National School of
Agricultural and Food Industries. He also holds several other advanced degrees,
including a Doctorate of Economic Development. Mr. Goussault is considered
internationally as a leading expert in the sous vide field. He became a member
of the Company's board of directors in 1993.
Mr. James V. Hackney, age 45, has been legal counsel and advisor in the
arena of international banking and finance for the government and private
sector. From August, 1995 to the present, Mr. Hackney has worked as a partner
with Cooper Liebowitz, Royster & Wright. From 1993 to 1995, he held the
position of Counsellor to the Secretary of the United States Department of
Commerce, advising the Secretary on a range of strategic policy initiatives.
From 1990 to 1993, Mr. Hackney served as principal for London Manhattan
Company, a boutique private international merchant banking firm. Prior to that,
he has worked as an attorney for White & Case and previously for Steptoe &
Johnson. Mr. Hackney holds B.A. and J.D. degrees from the University of
Pennsylvania.
Mr. George A. Naddaff, age 65, has developed a number of successful
businesses throughout his career. From 1988 to 1992 he served as the founder,
Chairman, and CEO of Boston Chicken, Inc. From 1986 to present he is the
Chairman and President of Business Expansion Capital Corporation, which
originally helped launch Boston Chicken and Mulberry Child Care Centers. From
1980 to 1986 he founded and developed VR Business Brokers, which during his
tenure became a leader in the business brokerage industry. He successfully grew
that business into 350 offices nationwide. Prior to VR Business Brokers, in 1967
to 1970, Mr. Naddaff owned and operated the franchise operations for greater
Boston for Kentucky Fried Chicken. Mr. Naddaff's experiences dwell heavily in
start-ups with strong emphasis on marketing, organization, and strategic
planning.
Mr. Carl M. Youngman, age 53, has over twenty years of experience in
executive-level positions. From 1993 to the present, Mr. Youngman has served as
Chairman and Chief Executive Officer of Whole Systems International, a supplier
of quality program and training materials to pharmaceutical companies. From 1991
to 1992, Mr. Youngman was hired to serve as President and Chief Executive
Officer of Southworth International, Inc., with the objective of returning that
corporation to profitability, an objective achieved and exceeded with record
sales and profits after an eighteen-month period. Prior to that, he served as
Chief Executive Officer of Sun-Times Distribution Systems, Inc. and was
responsible for restructuring and selling that company on behalf of its owners.
From 1982 to 1988, Mr. Youngman served as Chairman and Chief Executive Officer
of Command Performance, Inc., during which time he brought that company out of
Chapter 11 Bankruptcy court, re-designed many aspects of the company and
established it as an industry leader. The company was acquired by a larger
company in 1988. Mr. Youngman holds a degree in Electrical Engineering and a
Master's Degree from Harvard Business School.
4
<PAGE> 7
The Company's Board does not have standing Nominating Committee, nor does
it have a committee performing similar functions. Active committees of the Board
include the Audit Committee, the Stock Option Committee, the Technology
Committee, and the Compensation Committee.
The Audit Committee was made up of Mr. Tolbert and Mr.Philippe Newton, a
director of the Company until June 15, 1995. It is proposed that Mr. Hackney and
Mr. Youngman will serve as members of this committee upon their election to the
Board of Directors. The Audit Committee's functions include making
recommendations to the Company regarding the selection of independent
accountants, conferring with the independent accountants and reviewing the scope
and fees of the prospective annual audit and the results of their work,
reviewing the financial statements and reviewing the adequacy of the internal
auditing, accounting, and financial controls and procedures. The committee held
one meeting last year, at which all committee members were present.
The Stock Option Committee was established pursuant to the adoption of the
1992 Stock Option Plan, and was made up of Mr. Tolbert and Mr. Newton, until his
resignation. It is anticipated that Mr. Hackney and Mr. Youngman will serve as
members of this committee. The Stock Option Committee's function is grant
options to those employees eligible to participate in, and to administer, the
1992 Stock Option Plan. The committee held one meeting last year, at which all
committee members were present.
The Technology Committee is made up of Mr. Goussault and Mr. Stanislas
Vilgrain. The Technology Committee's function is to oversee the implementation,
application, efficiency and quality standards of sous vide technology to the
Company's production facilities. This committee meets through on-site inspection
and performs written recommendations to Company management on a as-needed basis.
The Compensation Committee was established in fiscal year 1994 to set and
oversee the compensation policy for the CEO of the company and was composed of
Mr. Tolbert and Mr. Newton. While no compensation matters came before the
Committee during fiscal year 1995, the full Board fulfilled these functions
during the year. The Board intends to continue to fulfill these functions, and
accordingly, intends to disband this Committee.
During fiscal year 1995, there was one regular meeting of the Board of
Directors. Each Board member attended the meeting during his respective
directorship, with the exception that Mr. A. Vilgrain was unable to attend the
meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Vie de
France Corporation's officers, directors and persons who own more that ten
percent of a registered class of Vie de France Corporation Common Stock to file
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission and to furnish copies of all Section 16(a)
forms to Vie de France Corporation.
Based solely on the Company's review of the copies of such forms received
by it, or written representations from certain reporting persons that no Form
5's were required for those persons, Vie de France believes that during the last
fiscal year the following report was not filed as of the deadline required by
Section 16: Form 3 for Mr. Arthur Stouffs. The Company believes that all
required filings have now been made.
5
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides information concerning compensation paid by
the Company to each of the named executive officers of the Company for each of
the Company's last three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM
------------------------------- STOCK ALL
OTHER OPTION OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ANNUAL AWARDS COMPENSATION
($) ($) COMPENSATION (#) ($)(5)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
STANISLAS VILGRAIN (1,2)
President and Chief Executive
Officer 1995 110,000 7,000 6,000 8,000 4,956
President and Chief Operating
Officer 1994 110,000 120,000 6,000 17,500
President and Chief Operating
Officer 1993 90,000 15,000 6,000 8,000
ALAN V. ESENSTAD
Vice President - Chief
Financial Officer 1995 89,000 14,500 None 5,000 2,953
1994 89,000 35,000 None 12,000
1993 70,000 9,800 None 5,000
WILLIAM N. PEACHEY (3)
Vice President - Culinary
Operations 1995 89,000 45,000 None 5,000 4,615
1994 89,000 5,000 None 12,000
1993 70,000 0 None 5,000
ARTHUR J. STOUFFS (4)
Vice President - Culinary Sales 1995 150,700 None 4,358 5,000 3,890
1994 120,178 None 3,350 12,000
1993 50,000 81,800 None 5,000
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Stanislas Vilgrain could be deemed to own a majority of the stock of the
Company. See "VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF", Note 1.
(2) At the October 1993 meeting of the Board of Directors, Mr. Stanislas
Vilgrain was appointed Chief Executive Officer, succeeding Mr. Jean-Louis
Vilgrain in that position.
(3) Effective September 18, 1995, Mr. William N. Peachey relinquished his
position as Vice President of Culinary Operations. He continues to hold the
position of Chairman of the Board for the Company's Norwegian subsidiary.
(4) Effective the beginning of fiscal year 1994, Mr. Arthur Stouffs is
compensated solely on the basis of a percentage of sous vide product sales.
6
<PAGE> 9
(5) All other compensation consists of: (a) $4,706, $2,758, $1,830 and $3,170
for 401(k) and supplemental retirement plan matching funds for Mr. S. Vilgrain,
Mr. Esenstad, Mr. Peachey and Mr. Stouffs, respectively; and (b) $250, $195,
$2,785 and $720 for excess group term life insurance for Messrs. S. Vilgrain,
Esenstad, Peachey, and Stouffs respectively.
- --------------------
STOCK OPTIONS
The following table sets forth certain information regarding stock options
granted to the executive officers named in the Summary Compensation Table during
the Company's 1995 fiscal year. No stock appreciation rights were granted during
fiscal year 1995.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL YEAR 1995
- -------------------------------------------------------------------------------------------
CURRENT YEAR INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- -------------------------------------------------------------------- VALUE AT ASSUMED
NAME OPTIONS PERCENT OF EXERCISE EXPIRATION ANNUAL RATES OF
GRANTED TOTAL OR BASE DATE STOCK PRICE
(#)(2) OPTIONS PRICE APPRECIATION FOR
GRANTED TO ($/SH) OPTION TERM (1)
EMPLOYEES ----------- ----------
IN FISCAL 5% ($) 10% ($)
YEAR
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanislas Vilgrain 8,000 10.4% 3.500 10/28/04 17,609 44,625
Alan V. Esenstad 5,000 6.5% 3.500 10/28/04 11,006 27,890
William N. Peachey 5,000 6.5% 3.500 10/28/04 11,006 27,890
Arthur J. Stouffs 5,000 6.5% 3.500 10/28/04 11,006 27,890
- -------------------------------------------------------------------------------------------
</TABLE>
(1) The potential realizable value uses the hypothetical rates imposed by the
Securities and Exchange Commission and is not intended to forecast future
appreciation, if any, of the Company's stock price. Note that the value
indicated is a net amount, since the aggregate exercise price has been deducted
from the final appreciated value.
(2) All options were granted pursuant to the 1992 Stock Option Plan. Grants
become exercisable to the extent of 25% of the total on the day of grant, and
25% for each of the first three anniversaries from the date of grant. Under the
1992 Plan, each option granted under the Plan must be exercised only while the
employee continues in the employ of the Company, or within three months
thereafter, or within one year after the employee's death or total and permanent
disability, if the death or total and permanent disability occurs while employed
or if the death occurs during the three months after termination; provided that
no option is exercisable after its expiration date. All options granted in
fiscal year 1995 expire within ten years from the date of grant. All unvested
options of an optionee become fully vested and exercisable upon the death or
total and permanent disability of an optionee and all unvested options of all
optionees, become fully vested and exercisable upon a change of control of the
Company. Change of control is defined as an event, the result of which would be
that more than 50% of the voting stock of the Company would be owned by persons
or entities other than Food Research Corporation or any persons controlling or
controlled by Food Research Corporation.
7
<PAGE> 10
- --------------------
The following table sets forth certain information regarding stock options
exercised by the executive officers named in the Summary Compensation Table
during the Company's 1995 fiscal year and the year-end values of unexercised
options held by such executive officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1995 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- -----------------------------------------------------------------------------------------------
Name Shares Value Number of Value of unexercised
acquired realized ($) unexercised in-the-money options
on exercise options at FY-End at FY-End
exercisable\ exercisable\
unexercisable unexercisable (1)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanislas Vilgrain None None 76,750 \ 26,750 $68,625 \ $ 13,500
Alan V. Esenstad None None 23,500 \ 13,500 15,938 \ 3,750
William N. Peachey None None 23,500 \ 13,500 15,938 \ 3,750
Arthur J. Stouffs None None 23,500 \ 13,500 15,938 \ 3,750
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated on the basis of the number of shares subject to each such option
multiplied by the excess of the fair market value of a share of Common Stock at
fiscal year end over the exercise price of such option.
- --------------------
COMPENSATION OF DIRECTORS
Each Director, except for the Chairman and the President receives $7,000
per year for serving on the Board of Directors. For fiscal 1995, the Chairman of
the Board received a total of $1,000 for serving in that capacity. Members of
the Audit Committee and the Stock Option Committee receive $1,000 each for
service on each of these committees. No fees are paid to members of the
Technology Committee, except as set forth below, or to members of the
Compensation Committee. The Company also reimburses directors for their costs
incurred in attending meetings of the Board of Directors.
Mr. Goussault, who serves on the Technology Committee, provides
engineering consulting services to the Company through his own company, at his
normal billing rates. As a member of the Technology Committee, Mr. Goussault is
paid an annual fee of $15,000, less the amount of any engineering consulting
fees paid to him during the fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
Mr. Stanislas Vilgrain, CEO and Messrs. Jean-Louis Vilgrain and Richard
Tolbert, former officers of the Company, are members of the Board of Directors
and participated in deliberations concerning executive officer compensation.
8
<PAGE> 11
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
In fiscal year 1995 the full Board established and oversaw the
compensation policy.
EXECUTIVE COMPENSATION OBJECTIVES AND POLICIES
The Board of Directors evaluates and sets the base salary for the CEO. The
CEO evaluates and sets the base salaries for all other executive officers. In
addition, the Board evaluates and sets the parameters for the Executive
Incentive Compensation Plan ("EICP"). The Stock Option Committee of the Board of
Directors administers the Company's 1992 Stock Option Plan. The Stock Option
Committee consists solely of non-employee directors who are not eligible to
participate in the option plan that they administer.
The major objective of the Company's compensation program is to align
compensation with business results. The Company's program is designed to (1)
attract, retain, and reward senior management who are able to meet and exceed
business objectives, (2) tie a meaningful portion of compensation to the
achievement of improved earnings growth and other business objectives, and (3)
provide stock-based long term incentives to executives that directly link their
compensation to stock appreciation. To this end, the components of the
compensation program include base salary, results-based cash incentives, and
long-term equity-based rewards.
Base Salary
The Directors set the base salary for the CEO based upon the historical
salary levels for the past five years, along with Company performance and
prevailing food service industry conditions. The CEO sets base salary for each
other executive officer based on the relative level of responsibility of the
respective position within the organization, and the base salaries paid to
executives holding similar positions within the same industry.
Incentive Compensation
The EICP provides the opportunity for eligible executives to earn a
specified percentage of division and/or Company operating income, or achievement
of pre-determined objectives. The Board establishes the percentages and goals
for the CEO, and the CEO establishes the percentages and the goals for each
other eligible participant based on the responsibility of each participant's
position. The percentage so established for each executive officer is then
applied to revenues, profits, and achievement of targeted profit levels, or a
combination thereof, as deemed appropriate by the Board or the CEO, as the case
may be. No profit related incentive compensation is paid to these executives
should the results of the division be unprofitable.
Stock Option Program
The 1992 Stock Option Plan was established to provide additional incentive
and reward to those executives who deliver the results that maximize stockholder
value. Stock Options valued at fair market value as of the date of grant provide
potential reward based on the Company's future stock performance. Additionally,
the option program for executives utilizes vesting periods to encourage key
executives to continue in the employ of the Company. One of the factors
considered by the Stock Option Committee in granting options is the relative
level of responsibility of the executive officer's position within the Company.
9
<PAGE> 12
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The compensation level for Mr. Stanislas Vilgrain, CEO is a combination of
salary, incentive compensation, and stock options. The Board reviews and sets
the salary level of the CEO on an annual basis, after consideration of company
performance relative to its business plan, individual performance of the CEO,
the expected objectives for the coming year, and other factors that the Board
may, in its discretion, deem relevant at that time.
In recognition of the responsibilities of the CEO, including that of
attaining the goal of Company profitability, the Board established Mr. S.
Vilgrain's incentive compensation program to include 2% of pre-tax Company
profits, 3% of pre-tax Company profits if above budget, and other discretionary
compensation as the Board deems appropriate.
In preparation for making any decision regarding the grant of stock
options, the Stock Option Committee evaluates Mr. S. Vilgrain's past
achievements and his critical leadership role in the Company's future success.
In addition, the Stock Option Committee is mindful of the goals described above
and its intent to use the Stock Option Plan as a means to align the financial
interest of the CEO with those of the Company's stockholders.
Jean-Louis Vilgrain
Stanislas Vilgrain
Alexandre Vilgrain
Richard M. Tolbert
Bruno Goussault
The Board of Directors of the Company
10
<PAGE> 13
FIVE-YEAR PERFORMANCE COMPARISON
The following graph shows the changes over the past five-year period in
the value of $100 invested in Common Stock of the Company, the NASDAQ Stock
Market-US Index, the Standard & Poor's Restaurants Index and the Dow Jones Food
Index. As a result of the sale of the Restaurant Division in fiscal year 1994,
the Company now considers the Dow Jones Food Index to be the appropriate
comparison index.
11
<PAGE> 14
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG VIE DE FRANCE CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE DOW JONES FOOD INDEX
<TABLE>
<CAPTION>
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
VIE de FRANCE CORPORATION 100 89 95 157 179 146
NASDAQ STOCK MARKET-US 100 106 127 160 162 215
DOW JONES FOOD 100 121 133 134 133 170
</TABLE>
* $100 INVESTED ON 06/30/90 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
<PAGE> 15
CERTAIN TRANSACTIONS
The Company has a $4.9 million deposit with a European bank which earns
interest at a rate which the Company believes to be in excess of the prevailing
short-term interest rates in the United States. This deposit has been pledged as
collateral to the Bank with respect to funds loaned to a party controlled by Mr.
Jean-Louis Vilgrain. The deposits have been established with six-month
maturities, establishing an exchange rate commitment between the Bank and the
affiliated party. The deposit is unrestricted, and is available for the
Company's use in advance of the maturity date without penalty to the Company.
The Company is unaware of any debt covenants with which the above related party
is in default.
The Company currently is owed $1,966,646 of principal in the form of Notes
Receivable from Food Research Corporation, the majority stockholder of the
Company. Interest is assessed to FRC at rates which the Company believes to
approximate prevailing market rates.
The Company has a consulting agreement with Food Investors Corporation
("FIC"), which is majority owned by the Secria Europe, S.A. FRC, the majority
stockholder of the Company, is also majority owned by Secria Europe. Pursuant to
the consulting agreement, FIC provides services related to management, planning,
strategy development and pursuing world-wide interests of the Company. This
agreement is renewable by the Company annually. The amount paid by the Company
to FIC in fiscal year 1995 was $144,000.
INDEPENDENT ACCOUNTANTS
Price Waterhouse, certified public accountants, was selected by the Board
of Directors as independent accountants to examine the financial statements of
the Company for the fiscal year ended June 24, 1995. Price Waterhouse was first
engaged in 1973. The Company selects its independent accountants for each fiscal
year during the third quarter of such year, and accordingly, the selection has
not yet been made for fiscal 1996. It is anticipated that representatives of
Price Waterhouse will be present at the meeting, and will be given an
opportunity to respond to appropriate stockholder questions and to make a
statement, if they so desire.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of stockholders intended to be presented at the next annual
meeting in order to be included in the 1996 proxy statement must be received by
the Corporate Secretary, Vie de France Corporation, 85 South Bragg Street,
Alexandria VA 22312, no later than June 7, 1996.
By Order of the Board of Directors
Jean-Louis Vilgrain
Chairman of the Board
12
<PAGE> 16
<TABLE>
<S> <C>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
VIE DE FRANCE CORPORATION The undersigned hereby appoints Jean-Louis Vilgrain and Stanislas Vilgrain, and
85 S. BRAGG STREET, SUITE 600 each of them, as proxies, with power of substitution and hereby authorizes them
ALEXANDRIA, VA 22312 to represent and to vote, as designated below, the shares of common stock of Vie
de France Corporation held of record by the undersigned on September 15, 1995 at
the annual meeting of stockholders to be held on October 25, 1995 or any
adjournment thereof.
</TABLE>
- --------------------------------
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES.
<S> <C> <C>
1. ELECTION OF DIRECTORS: / / FOR all nominees listed / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
Jean-Louis Vilgrain, Stanislas Vilgrain, Alexandre Vilgrain, Bruno Goussault,
James V. Hackney, George A. Naddaff, and Carl M. Youngman.
(INSTRUCTION: To withhold authority to vote for any individual nominee mark that
nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before this meeting.
(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE.)
<PAGE> 17
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 THE ELECTION OF DIRECTORS OF ALL OF THE NOMINEES LISTED ON THE
REVERSE SIDE.
Please sign below exactly as name appears
on the account. 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.
DATE: , 1995
-----------------------------
-----------------------------------------
Signature
-----------------------------------------
Signature if held jointly.
PLEASE MARK, SIGN DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
