<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
Sunbelt Nursery Group, 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):
[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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Notes:
<PAGE>
SUNBELT NURSERY GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 17, 1996
To the Stockholders:
The Annual Meeting of the Stockholders of Sunbelt Nursery Group, Inc. (the
"Company") will be held at the offices of the Company at 500 Terminal Road, Fort
Worth, Texas 76106, on October 17, 1996 at 1:00 p.m. local time for the
following purposes:
1. To elect five directors to serve until the 1997 Annual Meeting of
Stockholders or until their successors are elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
By resolution of the Board of Directors, only stockholders of record as of the
close of business on August 15, 1996 are entitled to notice of, and to vote at,
the Annual Meeting. The transfer books will not be closed. The Company's
Annual Report to Stockholders for the year ended January 31, 1996, including the
Company's consolidated financial statements, is being mailed herewith to all
stockholders entitled to vote at the Annual Meeting. The Annual Report does not
constitute a part of the proxy solicitation material.
By Order of the Board of Directors
/s/ RICHARD R. DWYER
---------------------------
Richard R. Dwyer, President
Fort Worth, Texas
August 22, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. WHETHER OR
NOT YOU EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
<PAGE>
SUNBELT NURSERY GROUP, INC.
500 TERMINAL ROAD
FORT WORTH, TEXAS 76106
(817) 624-7253
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 17, 1996
SOLICITATION AND REVOCABILITY OF PROXY
The accompanying Proxy is solicited by the Board of Directors of Sunbelt
Nursery Group, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held on October 17, 1996, or at any adjournment(s) thereof
(the "Annual Meeting"). Giving the Proxy will not in any way affect a
stockholder's right to attend the Annual Meeting and to vote in person. A Proxy
may be revoked at any time before it is exercised by notification in writing to
the Secretary at the office of the Company prior to or at the Annual Meeting, by
the attendance and voting by a stockholder at the Annual Meeting or by the
execution and delivery to the Company of a proxy dated subsequent to a prior
proxy.
A Proxy in the accompanying form which is properly signed, dated, returned and
not revoked will be voted in accordance with the instructions contained therein.
Each stockholder has three choices on each matter to be voted upon at the Annual
Meeting. For the election of directors, by checking the appropriate box on the
proxy card a stockholder may: (i) vote FOR all of the director nominees as a
group; (ii) withhold authority to vote for all director nominees as a group; or
(iii) vote FOR all director nominees as a group except those nominees identified
on the appropriate line. Concerning the other items presented on the proxy
card, by checking the appropriate box a stockholder may: (i) vote FOR the item;
(ii) vote AGAINST the item; or (iii) ABSTAIN from voting on the item.
Abstentions and broker non-votes will be counted as present or represented at
the Annual Meeting for purposes of determining whether a quorum exists. Proxies
including broker non-votes with respect to any matter brought to a vote will not
be counted as shares voted on the particular matter as to which the broker non-
vote is indicated. Therefore, broker non-votes will have no effect when
determining whether the requisite vote has been obtained to pass a particular
matter. However, proxies indicating "abstain" or "withhold authority" with
respect to any matter brought to a vote will be counted as shares voted on the
particular matter as to which the abstention or withhold authority is indicated
and will have the effect of voting against the matter. A "broker non-vote"
occurs if a broker or other party acting as a nominee for the beneficial owner
of the Common Stock does not have discretionary authority and has not received
instructions with respect to a particular matter.
UNLESS AUTHORITY TO VOTE FOR THE ELECTION OF DIRECTORS (OR FOR ANY ONE OR MORE
NOMINEES) IS WITHHELD, PROXIES WILL BE VOTED FOR THE SLATE OF FIVE DIRECTORS
PROPOSED BY THE BOARD OF DIRECTORS. Discretionary authority is provided in the
Proxy as to any matters not specifically referred to therein. Management is not
aware of any other matters which are likely to be brought before the Annual
Meeting. However, if any such matters properly come before the Annual Meeting,
it is understood that the persons named in the Proxy will be fully authorized to
vote thereon in accordance with his or their judgment and discretion. A list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection by any stockholder for any purpose germane to the Annual Meeting
during ordinary business hours for a period of ten days prior to the Annual
Meeting at the principal office of the Company, 500 Terminal Road, Fort Worth,
Texas 76106 and at the Annual Meeting.
The cost of soliciting Proxies has been, or will be, paid by the Company. In
addition to the solicitation of Proxies by use of the mails, certain officers
and regular employees (who will receive no compensation therefor in addition to
their regular salaries) may be used to solicit Proxies personally and by
telephone. In addition, banks, brokers and other
1
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custodians, nominees and fiduciaries will be requested to forward copies of the
Proxy solicitation material to their principals and to request authority for the
execution of Proxies. The Company will reimburse such persons for their expenses
in so doing. No outside proxy solicitation firm has been selected or employed
with respect to the Annual Meeting as of the date of this Proxy Statement.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on August 15, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual meeting. As of the record date for the Annual Meeting,
there were outstanding 8,500,000 shares of the Company's common stock, $.01 par
value per share (the "Common Stock"), the only class entitled to vote at the
Annual Meeting. Each holder of Common Stock is entitled to one vote for each
share held by such person.
PRINCIPAL STOCKHOLDERS AND
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the shares of
Common Stock owned of record and beneficially by (i) all persons who own of
record or are known by the Company to beneficially own more than 5% of the
outstanding shares of the Company's Common Stock, (ii) each director of the
Company and each executive officer named in the Summary Compensation Table, and
(iii) all directors and present executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP/(1)/ OF CLASS
- ---------------------------------------- ------------------------- ---------
<S> <C> <C>
Timothy R. Duoos........................ 4,200,500/(2)/ 49.4%
6412 Lyndale Avenue South
Richfield, Minnesota 55423
Rudy Boschwitz.......................... 55,000/(3)/ *
Rodney P. Burwell....................... 123,966/(3) (4)/ 1.5%
Richard R. Dwyer........................ 70,000/(5)/ *
Kenneth A. Macke........................ 25,000/(3)/ *
Walter M. Kulas......................... 23,225/(6)/ *
All present executive officers and 4,497,691 52.26%
directors as a group (6 persons).......
*Less than one percent (1%)
</TABLE>
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or (ii)
the investment power with respect thereto, including the power to dispose or
direct the disposition of such shares. In addition, a person is deemed to
beneficially own any shares of which such person has the right to acquire
beneficial ownership within 60 days. Except as otherwise stated, each
person has sole voting and investment control with respect to the shares
listed, and the information set forth with respect to the ownership of the
Common Stock of the persons named in the table is as of July 26, 1996.
2
<PAGE>
(2) Mr. Duoos has pledged 4,200,000 shares to secure the Company's obligations
under its loan agreement with a commercial bank providing for a revolving
line of credit. See "Change in Control" immediately below.
(3) Includes 25,000 shares that may be acquired upon exercise of certain non-
qualified stock options.
(4) Includes 19,766 shares owned by trusts for the benefit of Mr. Burwell's
children. Mr. Burwell disclaims beneficial ownership of these shares.
(5) Includes 12,000 shares that may be acquired upon exercise of options. Mr.
Dwyer has pledged 58,000 shares to secure the Company's obligations under
its loan agreement with a commercial bank providing for a revolving line of
credit. See "Change in Control" immediately below.
(6) Includes 20,000 shares that may be acquired upon exercise of options.
CHANGE IN CONTROL
On October 19, 1994, Timothy R. Duoos purchased 4,200,000 shares of Common
Stock from SNG Acquisition Company, Inc., a wholly-owned subsidiary of General
Host Corporation. Such shares constitute approximately 49.4% of the total
issued and outstanding Common Stock. The purchase price for the shares was
$4,200,000, consisting of cash and the proceeds of a loan in the principal
amount of $1,500,000 from American National Bank and Trust Company, Chicago,
Illinois ("ANB"). In connection with the change in control, on October 31,
1994, the then serving members of the Company's Board of Directors resigned, and
Mr. Duoos and his nominees, Rudy Boschwitz, Rodney P. Burwell and Richard R.
Dwyer, became directors of the Company.
Also, on October 19, 1994, the Company and its subsidiaries entered into a
loan and security agreement with ANB providing for a line of revolving credit
(the "Loan Agreement") which matures in October 1997. As a condition to
obtaining the Loan Agreement, Timothy R. Duoos, the Chairman of the Board and
Chief Executive Officer, and Richard R. Dwyer, the President, agreed to pledge
to ANB 50.1% of the issued and outstanding Common Stock of the Company. Mr.
Duoos has pledged 4,200,000 shares to ANB pursuant to this requirement. On
October 14, 1994, the Company's Compensation Committee granted an option to Mr.
Dwyer covering 50,000 shares of Common Stock. Under the terms of the stock
option agreement with Mr. Dwyer, the option immediately vested and became
exercisable by Mr. Dwyer at a per share exercise price equal to $1.94, the fair
market per share value of the Common Stock on the date of grant. Mr. Dwyer has
exercised options to purchase 38,000 shares of Common Stock, which shares have
been pledged, along with 20,000 additional shares of Common Stock owned by Mr.
Dwyer, to secure the Company's borrowings under the Loan Agreement.
ELECTION OF DIRECTORS
(ITEM 1)
At the Annual Meeting, five directors are to be elected to hold office until
the next annual meeting of stockholders or until their respective successors
have been elected and qualified. The Company's Bylaws provide that the number
of persons constituting the full Board of Directors of the Company shall be five
members. All nominees are currently directors of the Company. Each nominee has
consented to being named in this Proxy Statement and to serve if elected.
To be elected as a director, each nominee must receive the favorable vote of a
plurality of the shares represented and entitled to be voted at the Annual
Meeting. The persons named in the Proxy, unless otherwise directed therein,
intend to
3
<PAGE>
vote such Proxy FOR the election of the nominees named below as directors for
the term beginning with the date of the Annual Meeting and expiring on the date
of the 1997 Annual Meeting of Stockholders, or until their successors may be
duly elected and qualified. If any nominee becomes unavailable for any reason,
the persons named in the Proxy may vote for substitute nominees selected by the
Board. Stockholders may not cumulate their votes with regard to the election of
directors. Additional information regarding the five nominees for election as
directors of the Company is set forth immediately below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR EACH OF THE NOMINEES LISTED BELOW.
NOMINEES
RUDY BOSCHWITZ, age 65, has served as a director of the Company since October
31, 1994. Mr. Boschwitz serves as Chairman of the Board of Directors of Home
Valu, Inc., a retailer of home improvement products headquartered in
Minneapolis, Minnesota. Mr. Boschwitz also serves as a member of the Boards of
Directors of Chicago Mercantile Exchange and TCF Bank. Mr. Boschwitz served as
United States Senator from the State of Minnesota from 1978 to 1990, and is
presently a candidate for the United States Senate.
RODNEY P. BURWELL, age 57, has served as a director of the Company since
October 31, 1994. Mr. Burwell also serves as the Chairman of the Board of
Directors of Xerxes Corporation, a manufacturer of underground storage
containers located in Minneapolis, Minnesota, and has served as its Chief
Executive Officer since 1969. Mr. Burwell is also a member of the Boards of
Directors of Children's Broadcasting Corporation and Vaughn Communications.
TIMOTHY R. DUOOS, age 40, has served as the Chairman of the Board of the
Company since October 31, 1994, and Chief Executive Officer of the Company since
November 18, 1994. Mr. Duoos is also the principal stockholder of Lyndale
Garden Center, Inc., a regional retailer of lawn and garden products, located in
Minneapolis, Minnesota, and has served as the Chairman of the Board of Directors
of Lyndale Garden Center, Inc. since October 1986.
RICHARD R. DWYER, age 42, has served as a director of the Company since
October 31, 1994, and President of the Company since November 18, 1994. Prior
to joining the Company, Mr. Dwyer served as President of Lyndale Garden Center,
Inc. from December 1990 to October 1994. From April 1985 through September
1990, Mr. Dwyer was a partner with the accounting firm of Ernst & Young.
KENNETH A. MACKE, age 57, has served as a director of the Company since April
11, 1995. Mr. Macke served as the Chairman of the Board and Chief Executive
Officer of Dayton Hudson Corporation, a national retailing company, from July
1984 to April 1994. Mr. Macke currently is a general partner of Macke Partners,
a private venture capital and investment company located in Golden Valley,
Minnesota. Mr. Macke also serves on the Boards of Directors of General Mills,
Inc., Unisys Corporation and First Bank System, Inc.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three standing committees, the Executive Committee,
the Audit Committee and the Compensation Committee.
Executive Committee. The Executive Committee directs and manages the business
affairs of the Company in the intervals between meetings of the Board of
Directors. The Executive Committee is empowered to act in lieu of the Board of
Directors on any matter except those matters for which the Board of Directors
has specifically reserved authority to
4
<PAGE>
itself and those matters specifically reserved to the full Board pursuant to the
Delaware General Corporation Law and the Certificate of Incorporation and Bylaws
of the Company. The Executive Committee presently consists of Messrs. Duoos,
Dwyer and Boschwitz.
Audit Committee. The Audit Committee reviews the professional services and
independence of the Company's certified public accountants, the plan and results
of the Company's internal audits, and the Company's accounts, procedures and
internal controls and recommends the Company's independent public accountants.
The Audit Committee met one time during fiscal year 1996. The Audit Committee
presently consists of Mr. Boschwitz.
Compensation Committee. The Compensation Committee determines matters
regarding the compensation of officers of the Company. The Compensation
Committee met one time during fiscal 1996. The Compensation Committee presently
consists of Messrs. Duoos and Burwell. Mr. Duoos is the Chief Executive Officer
of the Company.
MEETINGS OF THE BOARD OF DIRECTORS
During fiscal 1996, the Board of Directors held six meetings. Each incumbent
director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors held during the period in which he was a
director and (ii) the total number of meetings held by all committees on which
he served (during the period that he served).
COMPENSATION OF DIRECTORS
Directors Fees. Directors of the Company who are not employees of the Company
receive $300 for each Board of Directors or committee meeting attended, whether
by teleconference or in person, plus reasonable expenses incurred in the
performance of their duties.
Stock Options. Pursuant to the 1991 Stock Option Plan (the "Stock Option
Plan") each non-employee director is automatically granted, on the day following
the annual meeting of stockholders, non-qualified stock options to purchase
3,000 shares of the Company's Common Stock. The exercise price for such options
is the fair market value on the date the option is granted. Each option becomes
fully exercisable six months after the date of grant. No options were granted
to the non-employee directors of the Company under the 1991 Stock Option Plan
during the last fiscal year. By resolution of the Board of Directors adopted at
a meeting of the Board held on March 6, 1995, and thereafter approved by the
Company's stockholders on November 9, 1995, the Stock Option Plan was suspended
with respect to the provisions for non-employee directors until the day
following the annual meeting of stockholders held during the 1998 calendar year,
or until such earlier date, if any, as the Board of Directors may reinstate the
Stock Option Plan for all or some of its non-employee directors.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
5
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
CURRENT EXECUTIVE OFFICERS
The current executive officers of the Company, their respective ages,
positions held and tenure as officers are as follows:
<TABLE>
<CAPTION>
Officer of
Position(s) Held the Company
Name Age with the Company Since
---- --- ---------------- -------------
<S> <C> <C> <C>
Timothy R. Duoos........... 40 Chief Executive Officer and November 1994
Chairman of the Board of
Directors
Richard R. Dwyer........... 42 President and Secretary October 1994
Walter M. Kulas............ 50 Vice President January 1993
</TABLE>
BUSINESS EXPERIENCE
Information concerning the business experience of Messrs. Duoos and Dwyer is
provided under the section entitled "Election of Directors."
Walter M. Kulas has served as Vice President of the Company since January
1993. Mr. Kulas served as Vice President of Wolfe Nursery and Director of
Sunbelt Operations from January 1992 to January 1993 and in various management
positions for the Company from December 1988 to January 1992.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors historically has
established the compensation of the executive officers of the Company. Since
October 31, 1994, the Compensation Committee has consisted of Rodney P. Burwell,
Chairman, and Timothy R. Duoos. Mr. Burwell is not an employee of the Company.
Mr. Duoos is the Chief Executive Officer of the Company.
Compensation of executive officers has historically consisted of salary,
annual bonus and long-term compensation in the form of stock options. The
Company strives to establish levels of compensation that attract, retain and
motivate executives and that are designed to reward strong financial performance
of the Company and enhance stockholder value through awards of stock-based
plans. Compensation of executive officers during the 1996 fiscal year consists
solely of salary. The Company will consider bonus and long-term compensation
plans in the future, depending upon the Company's return to profitability and
improvements in financial condition.
The salary of the Chief Executive Officer and other executive officers for the
past fiscal year was based upon a review of past corporate and individual
performance. In evaluating corporate performance for the 1996 fiscal year,
consideration was given to the Company's losses, factors (such as weather) that
affected the Company's operating results, but were beyond the control of
management, and actions that have been taken that are intended to enable the
Company to achieve improved financial performance in the future. In addition to
corporate performance, consideration was given to individual
6
<PAGE>
efforts and achievements and the level of individual contribution to the overall
performance of the Company. Based on these factors, most specifically the
Company's financial performance in fiscal 1996, salaries of all executive
officers were maintained during the 1996 fiscal year. Mr. Duoos abstained from
the vote approving his salary as the Company's Chief Executive Officer.
Long-term incentives for the Company's executive officers are provided through
awards under the Stock Option Plan. Awards under the 1991 Stock Option Plan are
designed to increase stockholder value by providing value to executives only
when there is an increase in value to all stockholders. Specific formulae have
not been used for the determination of option grants, but consideration is given
to the number of stock options outstanding at the time of awards. Due to the
Company's financial performance, no stock options were awarded to the Company's
executives in fiscal 1996.
Timothy R. Duoos
Rodney P. Burwell, Chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Timothy R. Duoos, the Company's Chief Executive Officer, is also a member
of the Compensation Committee of the Board of Directors. In connection with the
Company's loan agreement with American National Bank and Trust Company, Chicago,
Illinois (the "Bank") dated October 1994, Mr. Duoos agreed to personally
guarantee the repayment of all amounts borrowed by the Company from the Bank
pursuant to the Company's revolving line of credit. In consideration therefore,
the Company has agreed to pay Mr. Duoos an annual loan guarantee fee of $60,000.
As of January 28, 1996, the total amount of indebtedness borrowed by the Company
under the line of credit was approximately $8,300,000.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
7
<PAGE>
COMPANY COMMON STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total stockholder
return on the Common Stock from the date of its initial public offering on
October 4, 1991 to January 31, 1996, with the cumulative total return over the
same period of the S&P 500 Index and the S&P 500 Retail-Specialty Index. As
required by applicable rules of the Securities and Exchange Commission, the
graph was prepared assuming (i) that $100 was invested on October 4, 1991 in
each of the Common Stock, the S&P 500 Index and the S&P 500 Retail-Specialty
Index and (ii) all dividends were reinvested on the ex-dividend dates.
[LINE CHART APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURNS
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10/04/91 01/92 01/93 01/94 01/95 01/96
-------- ----- ----- ----- ----- -----
SUNBELT NURSERY GROUP, INC. $100 $ 81 $ 70 $ 36 $ 24 $ 28
S&P 500 $100 $106 $118 $133 $133 $185
S&P RETAIL STORE (SPECIALTY) $100 $102 $134 $131 $130 $121
</TABLE>
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the compensation paid to the
Company's Chief Executive Officer(s) and the other executive officers whose
total cash compensation during fiscal 1996 exceeded $100,000 ("Named Executive
Officers") for services rendered by such persons to the Company and its
subsidiaries in all capacities, during the past three fiscal years.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
----------------------------------- ---------------------
Name and Principal Position Fiscal Other Annual Securities All Other
- --------------------------- Year Salary Bonus Compensation/(1)/ Underlying Options Compensation
------ ------ ----- ----------------- --------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
TIMOTHY R. DUOOS 1996 110,923 0 -- 0 0
Chairman of the Board and 1995 40,000 0 -- 0 0
Chief Executive Officer
RICHARD R. DWYER 1996 180,000 0 14,489/(2)/ 0 0
President 1995 45,962 0 0 50,000 0
WALTER M. KULAS 1996 123,356 0 -- 0 0
Vice President 1995 109,241 0 -- 6,000 3,414
1994 118,850 0 -- 0 3,895
</TABLE>
(1) "Other Annual Compensation" is intended to cover forms of annual
compensation that are not otherwise categorized as salary or bonus, such as
perquisites. Except as otherwise stated, to the present knowledge of the
Company, no Named Executive Officer received "Other Annual Compensation" in
any of the past three fiscal years exceeding the threshold level for
disclosure purposes, being the lesser of either $50,000 or 10% of the total
annual salary and bonus reported for the Named Executive Officer for such
fiscal year.
(2) Represents reimbursement of moving expenses for Mr. Dwyer.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information, with respect to individual grants
under the Company's Stock Option Plan, or otherwise, to the Named Executive
Officers during the last fiscal year.
<TABLE>
<CAPTION>
Potential Realizable Value at
Number of Percent of Assumed Annual Rates of
Securities Total Options/ Exercise Stock Price Appreciation for
Underlying SARs Granted of Base Option Term
Options/SARs to Employees Price Expiration ----------------------------
Name and Position Granted in Fiscal Year ($/Sh) Date 5% 10%
- ----------------- ------------ -------------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Timothy R. Duoos -0- -- -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Richard R. Dwyer -0- -- -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Walter M. Kulas -0- -- -- -- -- --
=========================================================================================================================
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
The following table provides information with respect to the exercise of
options by the Named Executive Officers during the last fiscal year and the
value of unexercised stock options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value ($) of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value ($) Realized Options at 1-28-96 1-28-96 Exercisable/
Name Exercise Upon Exercise Exercisable/Unexercisable Unexercisable(1)
- ---------------- ----------- ------------------ ------------------------- ------------------------
<S> <C> <C> <C> <C>
Timothy R. Duoos -0- -0- None -0-
- --------------------------------------------------------------------------------------------------------------------------
Richard R. Dwyer -0- -0- 12,000/-0- N/A
- --------------------------------------------------------------------------------------------------------------------------
Walter M. Kulas -0- -0- 20,000/-0- N/A
==========================================================================================================================
</TABLE>
(1) Value realized is calculated by determining the difference between the fair
market value of the securities underlying the options and the exercise price
of the options. Because the market price of the Company's Common Stock on
January 28, 1996 was less than the option exercise price, none of the
exercisable options listed herein were "in-the-money."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the 1996 fiscal year, the Company paid approximately $93,000 to two
travel service companies located in Minneapolis, Minnesota, for transportation
services provided to the Company's employees. Mr. Duoos, the Company's Chairman
of the Board and Chief Executive Officer, is an owner in such travel service
companies.
In September 1995, Mr. Duoos loaned the Company $600,000 to be repaid on or
before October 31, 1995. The interest charged under the loan was 10.25%, the
same interest rate paid by the Company to the Bank under its
10
<PAGE>
revolving line of credit. On October 27, 1995, the loan and accrued interest of
$7,000 was repaid by the Company to Mr. Duoos.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP as independent
accountants to audit the books, records and accounts of the Company for fiscal
year 1997. Additionally, pursuant to a resolution of the Board of Directors of
the Company dated August 1, 1996, the Company changed its fiscal year end from
the Sunday nearest to January 31 to the Sunday nearest to June 30. The Company
will file a transition report on Form 10-Q for the five month period ended June
30, 1996. Price Waterhouse will audit the financial statements for the for the
five month period ended June 30, 1996 and the twelve month period ending June
30, 1997, which will be included in the annual report on Form 10-K dated June
30, 1997. Price Waterhouse has served as the Company's independent accountants
since 1984, and is, therefore, familiar with the affairs and financial
procedures of the Company. To the knowledge of management, neither such firm
nor any of its members has any direct or material indirect financial interest in
the Company nor any connection with the Company in any capacity other than as
independent accountants.
Audit and audit related services performed by Price Waterhouse LLP during the
fiscal year ended January 28, 1996 included the audit of the annual financial
statements of the Company.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting to answer appropriate questions and will also have an opportunity
to make a statement should such representative so desire.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
If a stockholder intends to submit a proposal for presentation at the 1997
Annual Meeting, such proposal must be received by the Company at its principal
executive offices on or before July 1, 1996, in order to be considered for
inclusion in the Proxy Statement and Proxy relating to such Meeting.
GENERAL
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons who beneficially own more than ten percent
(10%) of the Company's Common Stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission and
the applicable national stock exchange. Executive officers, directors and
beneficial owners in excess of ten percent (10%) of the Company's Common Stock
are required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and beneficial owners in excess of ten percent
(10%) were complied with, except that Mr. Boschwitz failed, on a single
occasion, to timely file a notice of change in his ownership of Common Stock
(Form 4) with respect to a transaction in the Common Stock occurring in November
1995.
11
<PAGE>
FORM 10-K
The Company will furnish without charge to each person whose Proxy is being
solicited, upon request of any such person, a copy of the Annual Report of the
Company on Form 10-K for the fiscal year ended January 28, 1996, as filed with
the Securities and Exchange Commission, including the financial statements and
schedules. Requests for copies of such report should be directed to Richard R.
Dwyer, President, Sunbelt Nursery Group, Inc., 500 Terminal Road, Fort Worth,
Texas 76106.
Please date, sign and return the enclosed Proxy at your earliest convenience
in the enclosed envelope. No postage is required for mailing in the United
States. A prompt return of your Proxy will be appreciated as it will save the
expense of further mailings.
By Order of the Board of Directors
/s/ RICHARD R. DWYER
--------------------------------
Richard R. Dwyer, President
12
<PAGE>
P R O X Y
P R O X Y
SUNBELT NURSERY GROUP, INC. ANNUAL MEETING - OCTOBER 17, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints TIMOTHY R. DUOOS and RICHARD R. DWYER and each
of them, proxies (the "Proxies") with full power of substitution to vote as set
forth herein all the shares of the Common Stock of SUNBELT NURSERY GROUP, INC.
(the "Company") that the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held at 1:00 p.m. local
time on Thursday, October 17, 1996, at the offices of the Company at 500
Terminal Road, Fort Worth, Texas 76106, and at any adjournment(s) or
postponement(s) thereof.
1.ELECTION OF DIRECTORS
RUDY BOSCHWITZ, RODNEY P. BURWELL, TIMOTHY R. DUOOS, RICHARD R. DWYER AND
KENNETH A. MACKE
[_] VOTE FOR all nominees listed above [_] WITHHOLD AUTHORITY to vote for
(except as written to the contrary below) all nominees listed above
TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE, WRITE SUCH
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
-----------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote as described in the
Proxy Statement upon such other business as may properly come before the
Annual meeting and any adjournment(s) or postponement(s) thereof.
(Continued and to be signed and dated on reverse side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED; IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES LISTED FOR THE ELECTION OF DIRECTORS.
Dated: _____________________, 1996
__________________________________
Signature
__________________________________
Signature (if jointly held)
IMPORTANT: Signature(s) must cor-
respond exactly with the name(s)
as they appear on the stock rec-
ord book of the Company. Each
joint owner shall sign. Execu-
tors, administrators, trustees,
etc. should give full title as
such.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
