SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
J&J Snack Foods Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
/_/ $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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
[J & J SNACK FOODS CORP. LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 5, 1997
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held
on Wednesday, February 5, 1997 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton,
Route 70 and Cuthbert Road, Cherry Hill, New Jersey 08034 for the following
purposes:
1. To elect two directors;
2. To consider and act on an amendment to J & J Snack Foods Corp. 1992
Incentive Stock Option Plan which increases the number of shares issuable
under the plan from 1,000,000 to 1,500,000;
3. To consider and act upon such other matters as may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed December 9, 1996 as the record date for
the determination of shareholders entitled to vote at the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED, STAMPED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
DENNIS G. MOORE,
Secretary
December 19, 1996
<PAGE>
[J&J Snack Foods Corp. LOGO]
6000 CENTRAL HIGHWAY
PENNSAUKEN, NEW JERSEY 08109
------------------------
PROXY STATEMENT
------------------------
The enclosed proxy is solicited by and on behalf of J & J Snack Foods Corp.
("J & J") for use at the Annual Meeting of Shareholders to be held on Wednesday,
February 5, 1997 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton, Route 70 and
Cuthbert Road, Cherry Hill, New Jersey 08034 and at any postponement or
adjournment thereof. The approximate date on which this Proxy Statement and the
accompanying form of proxy will first be sent or given to shareholders is
December 19, 1996. Sending a signed proxy will not affect the shareholder's
right to attend the Annual Meeting and vote in person since the proxy is
revocable. The grant of a later proxy revokes this proxy. The presence at the
meeting of a shareholder who has given a proxy does not revoke the proxy unless
the shareholder files written notice of the revocation with the secretary of the
meeting prior to the voting of proxy or votes the shares subject to the proxy by
written ballot.
The expense of the proxy solicitation will be borne by J & J. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype by directors, officers or employees of J & J without
additional compensation. J & J is required to pay the reasonable expenses
incurred by record holders of the common stock, no par value per share, of J & J
(the 'Common Stock') who are brokers, dealers, banks or voting trustees, or
other nominees, for mailing proxy material and annual shareholder reports to any
beneficial owners of Common Stock they hold of record, upon request of such
record holders.
A form of proxy is enclosed. If properly executed and received in time for
voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Common Stock for the election of the nominee for director.
The enclosed proxy confers discretionary authority to vote with respect to
any and all of the following matters that may come before the meeting: (i)
matters which J & J does not know about a reasonable time before the proxy
solicitation, and are presented at the meeting; (ii) approval of the minutes of
a prior meeting of shareholders, if such approval does not amount to
ratification of the action taken at the meeting; (iii) the election of any
person to any office for which a bona fide nominee is unable to serve or for
good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed form
of proxy will vote in accordance with their best judgment.
J & J had 8,749,970 shares of Common Stock outstanding at the close of
business on December 9, 1996, the record date. The presence, in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on a particular matter constitutes a
quorum for the purpose of considering such matter. Each share of Common Stock is
entitled to one
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<PAGE>
vote on each matter which may be brought before the Meeting. The election of
directors will be determined by a plurality vote and the nominee receiving the
most 'for' votes will be elected. Approval of any other proposal will require
the affirmative vote of a majority of the shares cast on the proposal. An
abstention, withholding of authority to vote for or broker non-vote, therefore,
will not have the same legal effect as an 'against' vote and will not be counted
in determining whether the proposal has received the required shareholder vote.
Shareholders do not have approval or dissenter rights with respect to election
of Directors.
ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES FOR ELECTION TO BOARD
Two (2) directors are expected to be elected at the Annual Meeting to serve
on the Board of Directors of J & J until the expiration of their terms as
indicated below and until their respective successors are elected and have
qualified.
The following table sets forth information concerning J & J's nominees for
election to the Board of Directors. If either or both the nominees become unable
or for good cause will not serve, the persons named in the enclosed form of
proxy will vote in accordance with their best judgment for the election of such
substitute nominees as shall be designated by the Board of Directors. The Board
of Directors of J & J expects both nominees to be willing and able to serve.
<TABLE>
<CAPTION>
YEAR OF
EXPIRATION OF
NAME AGE POSITION TERM AS DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dennis G. Moore 41 Senior Vice President, Chief Financial Officer, Secretary, 2002
Treasurer and Director
Robert M. Radano 47 Senior Vice President, Sales, Chief Operating Officer and 2001
Director
</TABLE>
INFORMATION CONCERNING CONTINUING DIRECTORS
AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
YEAR OF
EXPIRATION OF
NAME AGE POSITION TERM AS DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gerald B. Shreiber 55 Chairman, Chief Executive Officer, President and Director 2000
Stephen N. Frankel 55 Director 1998
Leonard M. Lodish 53 Director 1999
Peter G. Stanley 54 Director 2001
Robyn Shreiber Cook 36 Senior Vice President, West --
Daniel Fachner 36 Senior Vice President ICEE-USA Corp. --
</TABLE>
Gerald B. Shreiber is the founder of J & J and has served as its Chairman
of the Board, President, and Chief Executive Officer since its inception in
1971. Mr. Shreiber serves as a Director of The Score Board, Inc. He is the
father of Robyn Shreiber Cook.
Stephen N. Frankel became a director in 1983. Since 1976 he has been the
President and sole shareholder of Stephen N. Frankel Realtor, Inc. which is
engaged in commercial and industrial real estate in the South Jersey area.
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Leonard M. Lodish became a director in 1992. He is Samuel R. Harrell
Professor in the Marketing Department of The Wharton School at the University of
Pennsylvania where he has been a professor since 1968. He is a Director of
Franklin Electronic Publishing, Inc. (maker of portable electronic reference
works), and Information Resources, Inc. (marketing data and marketing research).
Dennis G. Moore joined J & J in 1984, and has served in various capacities
since that time. He was named Chief Financial Officer in 1992 and was elected to
the Board of Directors in 1995.
Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief
Operating Officer of the Company. Prior to becoming Chief Operating Officer, he
was Senior Vice President, Sales responsible for national foodservice sales of
J & J.
Peter G. Stanley became a director in 1983. From 1976 until 1992 he was a
general partner of The Marian Bank, Philadelphia, Pennsylvania, a private
commercial bank. From April 1, 1992 to September 1995, Mr. Stanley was a
self-employed Marketing and Sales Consultant. From September 1995 to September
1996, Mr. Stanley was Executive Vice President of Tri-Arc Financial Services,
Inc., a commercial insurance broker. He presently is a self-employed financial
consultant.
Robyn Shreiber Cook joined the Company in 1982 and in February 1996 was
named Senior Vice President, West with operating and sales responsibilities for
the Company's West coast foodservice and bakery business. Prior to becoming
Senior Vice President, West she was responsible for Western region foodservice
sales.
Daniel Fachner has been an employee of ICEE-USA Corp., which was acquired
by the Company in May 1987, since 1979. Prior to becoming Senior Vice President
of ICEE-USA Corp. in April 1994, he had various operational responsibilities.
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors held 4 meetings during fiscal 1996. Each director
attended all meetings of the Board and committees of which he was a member
during fiscal 1996.
The Board of directors has appointed a Compensation Committee consisting of
Messrs. Frankel, Lodish and Stanley to fix the compensation of the chief
executive officer. The Compensation Committee also administers the Company's
Stock Option Plan. The Board of Directors also has appointed an Audit Committee
which during fiscal 1996 consisted of Messrs. Frankel, Lodish and Stanley to,
among other things, review the Company's financial and accounting practices and
policies and the scope and results of the Company's annual audit. The Audit
Committee also recommends to the Board the selection of the Company's
independent public accountants. During fiscal 1996, the Compensation Committee
and the Audit Committee each held one meeting.
The Board of Directors has not appointed a standing Nominating Committee.
DIRECTOR COMPENSATION
Each director of the Company who is not also an employee receives an annual
fee of $3,000 and a fee of $1,000 for each meeting of the Board or committee
meeting attended, plus reimbursement of expenses incurred in attending meetings.
Additionally, pursuant to the terms of the Company's Nonstatutory Stock Option
Plan for Non-employee Directors and Chief Executive Officer, each Director is
annually granted an option to purchase 3,000 shares of Common Stock and the
Chief Executive Officer is granted an option to purchase 25,000 shares of Common
Stock at an exercise price equal to the Common Stock's fair market value on May
1 each year which will first be exercisable one year later. Beginning in fiscal
year 1997 each director who is not also an executive officer of the
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<PAGE>
Company will be entitled annually to deferred compensation of 500 shares of the
Company's common stock. The stock will be issued to the director on the date the
director leaves the Board.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company for services rendered in
all capacities for fiscal 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND ------------------------ --------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- --------------------------------------------- --------- ----------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Gerald B. Shreiber 1996 $ 400,000 $ 175,000 25,000 $ 3,000
Chairman of the Board, 1995 $ 408,000 $ 175,000 25,000 $ 3,000
President, Chief Executive 1994 $ 375,000 $ 250,000 25,000 $ 3,000
Officer and Director
Robert M. Radano 1996 $ 170,000 $ 80,000 11,000 $ 3,000
Chief Operating Officer, 1995 $ 145,000 $ 104,000 6,000 $ 3,000
Senior Vice President, Sales 1994 $ 140,000 $ 174,000 5,000 $ 3,000
and Director
Robyn Shreiber Cook 1996 $ 126,000 $ 22,000 10,000 $ 3,000
Senior Vice President, West 1995 $ 100,000 $ 83,000 6,000 $ 3,000
1994 $ 91,000 $ 76,000 5,000 $ 3,000
Dennis G. Moore 1996 $ 173,000 $ 60,000 9,000 $ 3,000
Senior Vice President, Chief 1995 $ 153,000 $ 50,000 6,000 $ 3,000
Financial Officer and Director 1994 $ 130,000 $ 50,000 5,000 $ 2,000
Daniel Fachner 1996 $ 124,000 $ 75,000 7,000 $ 3,000
Senior Vice President 1995 $ 113,000 $ 25,000 4,000 $ 2,000
ICEE-USA Corp. 1994 $ 92,000 $ 18,000 4,000 $ 1,000
</TABLE>
- ------------------
(1) 401(K) Profit Sharing Plan Contribution.
4
<PAGE>
The following table sets forth certain information concerning stock options
granted during fiscal 1996 to the Chief Executive Officer and to each of the
four other most highly compensated executive officers of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUES AT ASSUMED ANNUAL
- -------------------------------------------------------------------------------------------- RATES OF STOCK PRICE
% OF TOTAL APPRECIATION FOR OPTION
OPTIONS GRANTED TERM
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerald B. Shreiber................ 25,000(1) 8 $ 12.25 4/30/06 $ 192,000 $ 488,000
Robert M. Radano.................. 6,000(2)(3) 2 $ 9.75 7/30/01 $ 16,000 $ 36,000
5,000(4) 2 $ 12.00 4/07/01 $ 17,000 $ 37,000
Dennis G. Moore................... 6,000(2)(3) 2 $ 9.75 7/30/01 $ 16,000 $ 36,000
3,000(4) 1 $ 12.00 4/07/01 $ 10,000 $ 22,000
Robyn Shreiber Cook............... 6,000(2)(3) 2 $ 9.75 7/30/01 $ 16,000 $ 36,000
4,000(4) 1 $ 12.00 4/07/01 $ 13,000 $ 29,000
Daniel Fachner.................... 5,000(2)(3) 2 $ 9.75 7/30/01 $ 13,000 $ 30,000
2,000(4) 1 $ 12.00 4/07/01 $ 7,000 $ 15,000
</TABLE>
- ------------------
(1) All options granted are first exercisable on May 1, 1997.
(2) Grant of options involved the repricing of existing options which were
originally granted on May 24, 1996.
(3) All options granted are first exercisable on August 1, 1999.
(4) Grant of options involved the extension of existing options which were
originally granted on
April 8, 1991.
The following table sets forth certain information concerning the number of
unexercised options and the value of unexercised options held at the end of
fiscal year 1996. No options were exercised by such officers during fiscal 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS
OPTIONS AT FY-END (#) AT FY-END($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gerald B. Shreiber................................................... 182,062/25,000 $-0-/$-0-
Robert M. Radano..................................................... 20,000/17,000 $-0-/$5,000
Dennis G. Moore...................................................... 18,000/17,000 $18,000/$5,000
Robyn Shreiber Cook.................................................. 22,000/17,000 $25,000/$5,000
Daniel Fachner....................................................... 7,500/13,000 $5,000/$4,000
</TABLE>
5
<PAGE>
The following table sets forth information concerning repricings of options
held by executive officers of the Company during the last ten completed fiscal
years:
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS/SARS TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) AMENDMENT
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Radano 8/1/96 6,000* $ 9.75 $ 12.375 $ 9.75 58 months
Senior Vice President,
Chief Operating
Officer
Dennis G. Moore 8/1/96 6,000* $ 9.75 $ 12.375 $ 9.75 58 months
Senior V.P.,
Chief Financial
Officer, Secretary/Treasurer
Robyn Shreiber Cook 8/1/96 6,000* $ 9.75 $ 12.375 $ 9.75 58 months
Senior V.P., West
Daniel Fachner 8/1/96 5,000* $ 9.75 $ 12.375 $ 9.75 58 months
Senior V.P., ICEE-USA Corp.
</TABLE>
- ------------------
* Effective August 1, 1996, above referenced options to purchase shares of
Common Stock at an exercise price of $12.375 per share, granted on May 24,
1996, were canceled and replaced by options to purchase shares at an exercise
price of $9.75 per share.
401(K) PROFIT SHARING PLAN
J & J maintains a 401(K) Profit Sharing Plan for the benefit of eligible
employees. J & J's contribution is based upon the individual employee's
contribution. During the fiscal year ended September 28, 1996, contributions in
the amount of $313,000 were made to the 401(K) Profit Sharing Plan.
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<PAGE>
STOCK PERFORMANCE GRAPH
In the printed version there appears a line graph showing a five year
comparison of cummulative total return which reflects the following data points:
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
J&J Snack Foods Corp. 100 66 130 92 85 77
NASDAQ Stock Market-U.S. 100 114 147 148 204 242
S & P Foods 100 112 103 114 141 174
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is composed of
directors who are not employees of J & J and is responsible for developing and
making recommendations to the Board with respect to J & J's executive
compensation programs. In addition, the Compensation Committee, pursuant to
authority delegated by the Board, determines on an annual basis the compensation
to be paid to the Chief Executive Officer. The Compensation Committee neither
reviews nor approves the decisions of the Chief Executive Officer with respect
to the compensation of the other executive officers.
J & J's compensation is comprised of base salary, bonus, long term
incentive compensation in the form of stock options, and various benefits
generally available to all full-time employees of the Company, including
participation in group medical and life insurance plans and the 401(K) Profit
Sharing Plan.
Base Salary
Base salary levels for J & J's executive officers are competitively set
relative to companies in the food industry. In obtaining competitive
information, the Company informally reviews newspaper and trade journal reports
and information gathered from discussion with others in the industry. No formal
survey is undertaken.
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<PAGE>
Bonuses
Annual performance standards for each executive officer's area of
responsibility are established by the Chief Executive Officer for other
executive officers. In some cases, bonuses are linked primarily to achieving
increases from the prior year's sales and/or earnings. In other cases, bonuses
reflect a more subjective view of an individual's performance.
The bonus for Mr. Shreiber was not linked to any specific formula. The
Compensation Committee considers both the long term aspect of the Company's
performance and year to year results. Among the items considered by the
Committee were J & J's Sales, Operating Income, Operating Income as a percent of
sales, Net Earnings, Earnings Per Share, Return on Equity and Stock Price. These
items were reviewed for the previous year and for a five year period. The
Committee reviewed and considered published reports about the compensation
levels of the 100 largest public companies in the Delaware Valley. The Committee
also considers matters which are likely to have a long term impact on the
Company but may not be reflected on the annual financial statements.
The above factors were considered subjectively without specific weight to
any item.
Stock Options
The Company uses the Stock Option Plan as its long-term incentive plan for
executive officers and key employees. The objectives of this Plan are to align
the long term interests of executive officers and shareholders by creating a
direct link between executive compensation and shareholder return and to enable
executives to develop and maintain a significant long term equity interest in
J & J. Options given to the Chief Executive Officer are fixed according to a
Nonstatutory Plan. Options given to other executive officers are recommended by
the Chief Executive Officer and approved by the Compensation Committee. Options
are normally awarded to key employees in May of each year. On May 24, 1996
options to various employees were awarded at the then price of $12.375 per
share. Prior to the time these awards were awarded and delivered, the Company's
stock price had declined. As a result, in August 1996 the Committee decided to
reprice the options previously granted.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 1, 1996
concerning (i) each person or group known to J & J to be the beneficial owner of
more than 5% of Common Stock, (ii) each director and nominee for director of the
Company, (iii) each of the Company's five most highly compensated executive
officers for the 1996 fiscal year, and (iv) the beneficial ownership of Common
Stock by J & J's directors and all executive officers as a group. Except as
otherwise noted, each beneficial owner of the Common Stock listed below has sole
investment and voting power.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OWNED PERCENT
OF BENEFICIAL OWNER BENEFICIALLY(1) OF CLASS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Directors, Nominees and Named Executive Officers
Gerald B. Shreiber.................................................................... 3,009,346(2) 34%
6000 Central Highway
Pennsauken, NJ 08109
Robert M. Radano...................................................................... 48,000(3) *
Daniel Fachner........................................................................ 8,235(10) *
Stephen N. Frankel.................................................................... 66,038(5)(6) *
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OWNED PERCENT
OF BENEFICIAL OWNER BENEFICIALLY(1) OF CLASS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leonard M. Lodish..................................................................... 22,000(7) *
Peter G. Stanley...................................................................... 51,308(5)(8) *
Dennis G. Moore....................................................................... 23,251(9) *
Robyn Shreiber Cook................................................................... 112,224(4) 1%
All executive officers and
directors as a group (8 persons).................................................... 3,340,402(11) 37%
Five percent Shareholders
David L. Babson & Company............................................................. 891,900 10%
1 Memorial Drive
Cambridge, MS 02142
National Commerce Bank................................................................ 465,975 5%
One Commerce Square
Memphis, TN 38150
</TABLE>
- ------------------
* Less than 1%
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
include securities owned by or for the spouse, children or certain other
relatives of such person as well as other securities as to which the person
has or shares voting or investment power or has the right to acquire within
60 days after the Record Date. The same shares may be beneficially owned by
more than one person. Beneficial ownership may be disclaimed as to certain
of the securities.
(2) Includes 182,062 shares of Common Stock issuable upon the exercise of
options granted to Mr. Shreiber and exercisable within 60 days from the
date of this Proxy Statement, 1100 shares which are owned by Mr. Shreiber's
spouse, 1,000 shares owned as trustee for a niece, and 22,564 shares held
for the benefit of Mr. Shreiber in J & J's 401(k) Plan.
(3) Includes 20,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Radano and exercisable within 60 days from the date
of this Proxy Statement.
(4) Includes 22,000 shares of Common Stock issuable upon the exercise of
options granted to Ms. Cook and exercisable within 60 days from the date of
this Proxy Statement, 5,730 shares owned as trustee for her son, and 356
shares held for the benefit of Ms. Cook in the Company's 401(k) Plan.
(5) Includes 30,000 shares of Common Stock issuable upon the exercise of
options and exercisable within 60 days from the date of this Proxy
Statement.
(6) Includes 160 shares owned as trustee for children, and 500 shares owned by
Mr. Frankel's spouse.
(7) Includes 19,000 shares of Common Stock issuable upon the exercise of
options granted to Dr. Lodish and exercisable within 60 days from the date
of this Proxy Statement.
(8) Includes 21,308 shares owned jointly with Mr. Stanley's spouse with shared
voting and investment power.
(9) Includes 18,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Moore and exercisable within 60 days from the date
of this Proxy Statement and 1,751 shares held for the benefit of Mr. Moore
in the Company's 401(k) Plan.
9
<PAGE>
(10) Includes 7,500 shares of Common Stock issuable upon the exercise of options
granted to Mr. Fachner and exercisable within 60 days from the date of this
Proxy Statement and 735 shares held for the benefit of Mr. Fachner in the
Company's 401(k) Plan.
(11) Includes 328,562 shares of Common Stock issuable upon the exercise of
options granted to executive officers and directors of J & J and
exercisable within 60 days from the date of this Proxy Statement.
PROPOSAL TO APPROVE THE AMENDMENT
TO THE COMPANY'S 1992 STOCK OPTION PLAN
Effective December 4, 1996, J & J's Board of Directors approved an
amendment to the Company's 1992 Incentive Stock Option Plan (the "Plan") that
increased the maximum amount of shares issuable under the Plan by 500,000 shares
to a total of 1,500,000 shares, subject to approval by the shareholders of the
Company.
INCREASE IN AUTHORIZED SHARES
Currently, options for a total of 1,000,000 may be issued under the Plan.
The amendment increases the maximum amount of shares issuable under the Plan by
500,000 shares to a total of 1,500,000 shares. If the shareholders do not
approve the increase, the maximum amount of shares issuable under the Plan will
remain at 1,000,000.
The purpose of the proposed increase is to provide sufficient shares for
future option grants to key employees of J & J. The Board of Directors believes
that J & J should have shares available under the Plan to provide options to
such persons. The Board of Directors believes that J & J and its shareholders
significantly benefit from having the Company's key employees receive options to
purchase the Company's Common Stock, and that the opportunity afforded these
employees to acquire Common Stock is an essential element of an effective
management incentive program. The Board of Directors also believes that stock
options are very valuable in attracting and retaining highly qualified employees
and in providing additional motivation to these persons to use their best
efforts on behalf of J & J and its shareholders.
Set forth below is a summary of certain significant provisions of the Plan.
GENERAL
Pursuant to the Plan, stock options may be granted which are intended to
qualify as incentive stock options ("Incentive Options") under section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
The purpose of the Plan is to provide additional incentive to J & J's
employees by encouraging them to invest in J & J's Common Stock and thereby
acquire a proprietary interest and an increased personal interest in the
Company's continued success and progress. The Board of Directors believes that
stock options are an important aid in attracting, retaining and compensating
officers and other key employees.
ELIGIBILITY AND ADMINISTRATION
All officers and key employees of J & J other than the Chief Executive
Officer or any current or future subsidiary ("Subsidiary") are eligible to
receive an option or options under the Plan.
The Plan is administered by the Compensation Committee, a committee
composed of at least three Board members appointed by J & J's Board of
Directors. By a majority vote, the Compensation Committee determines among other
things, which officers and key employees will be granted options
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under the Plan. In addition, the Compensation Committee determines the number of
shares subject to each option, the time at which an option is granted, the
duration of an option, and the option's exercise price. The Compensation
Committee has the exclusive right to adopt or rescind rules for the
administration of the Plan, correct defects and omissions in, reconcile
inconsistencies in, and construe the Plan.
AGGREGATE NUMBER OF SHARES AND ADJUSTMENT
The aggregate number of shares which may be issued upon the exercise of
options granted under the Plan will be increased as a result of the proposed
amendment from 1,000,000 to 1,500,000 shares of J & J's Common Stock. The
aggregate number and kind of shares issuable under the Plan is subject to
appropriate adjustment to reflect changes in the capitalization of J & J such as
by stock dividend, stock split or other circumstances deemed by the Compensation
Committee to be similar. Any Common Stock subject to options that terminate
unexercised shall be available for future options granted under the Plan.
EXERCISE PRICE AND TERMS
The option price for Incentive Options issued under the Plan will be an
amount at least equal to 100% of the fair market value of J & J's Common Stock
as of the date of the grant of the option, except that the option price for
Incentive Options issued under the Plan will be at least 110% of the fair market
value of J & J's Common Stock as of such date for any optionee directly or
indirectly owning greater than 10% of the outstanding shares of the Company on
the date the option is granted. The fair market value is the market price as
reported on NASDAQ.
The Plan provides that with respect to Incentive Options an option is not
exercisable until at least one year from date of issuance and expires ten years
from date of grant except that if Incentive Options are granted to an optionee
directly or indirectly owning greater than 10% of J & J's outstanding shares (on
the date of the grant), such options will expire five years after the date they
are granted. The Committee can make these terms more restrictive. Options
currently issued expire in five years and cannot be exercised until three years
from date of issuance.
Payment of the option price on exercise of Incentive Options may be made in
cash, J & J's Common Shares or a combination of both.
TERMINATION OF SERVICE; DEATH AND DISABILITY
All unexercised Incentive Options will terminate the date an optionee
ceases to be employed by J & J or any Subsidiary, other than by reason of
disability or death (but not later than the otherwise applicable expiration
date), whether or not such termination is voluntary. If an optionee is employed
by a Subsidiary, the optionee is deemed to cease being an employee of the
Subsidiary if and when the entity ceases to be a Subsidiary of J & J. An
optionee holding an Incentive Option who ceases to be employed because of a
disability must exercise the option within one year after he ceases to be an
employee (but not later than the otherwise applicable expiration date), or the
option will terminate.
The legatee, distributee or personal representative of a deceased optionee
who could have exercised an option while alive may exercise such option within
one year following the optionee's death (but not later than the option's
otherwise applicable expiration date).
FEDERAL INCOME TAX CONSEQUENCES
Non-Qualified Options. Generally, there will be no federal income tax
consequences to either the optionee or the Company on the grant of a
Non-Qualified Option. On the exercise of a Non-Qualified Option, the optionee
(except as described below) has taxable ordinary income equal to the
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excess of the fair market value of the shares acquired on the exercise date over
the option price of the shares. The Company will be entitled to a federal income
tax deduction in an amount equal to such excess, subject to the deduction
limitation imposed by Section 162(m) of the Code. See "Section 162(m)" below.
However, special rules apply where stock is registered under the Exchange
Act and the optionee is a Section 16(b) Person subject to potential liability
under Section 16(b) of the Exchange Act for so-called "short-swing" profits in
connection with certain purchases and sales, or sales and purchases, of the
Company's stock within a period of six months.
A Section 16(b) Person will be required to recognize ordinary income (i) on
the date of exercise (in the event of exercise after six months from the date of
grant) or (ii) in the event of exercise on or before six months of the date of
grant, (A) the date of exercise (in the case of options granted on or after
November 1, 1996 by the entire board of directors or a committee of non-employee
directors as defined in Section 16(b)), or (B) six months after the date of
grant with respect to options not described in (ii)(A) above. A Section 16(b)
Person can be certain of recognizing income on the exercise date by making an
election not later than 30 days following the exercise date to have the income
determined as of the date of exercise (an "83(b) Election"), in which case the
Company's deduction will also be determined as of the exercise date.
Upon the sale of stock acquired by exercise of a Non-Qualified Option,
optionees will realize long-term or short-term capital gain or loss depending
upon their holding period for such stock. Under current law, net capital gain
(net long-term capital gain less net short-term capital loss) is subject to a
maximum tax rate of 28%. Capital losses are deductible only to the extent of
capital gains for the year plus $3,000 for individuals.
An optionee who surrenders shares in payment of the exercise price of a
Non-Qualified Option will not recognize gain or loss with respect to the shares
so delivered unless such shares were acquired pursuant to the exercise of an
Incentive Stock Option and the delivery of such shares is a disqualifying
disposition. See "Incentive Stock Options" below. The optionee will recognize
ordinary income on the exercise of the Non-Qualified Option as described above.
Of the shares received in such an exchange, that number of shares equal to the
number of shares surrendered will have the same tax basis and capital gains
holding period as the shares surrendered. The balance of the shares received
will have a tax basis equal to their fair market value on the date of exercise
and the capital gains holding period will begin on the date of exercise (or such
later date, as described above, if the optionee is a 16(b) Person who has not
made an 83(b) Election, and such later date is applicable).
Incentive Stock Options. Generally, under the Code, an optionee will not
realize taxable income by reason of the grant or the exercise of an Incentive
Option (see, however, the discussion of alternative minimum tax below). If an
optionee exercises an Incentive Option and does not dispose of the shares until
the later of (i) two years from the date the option was granted and (ii) one
year from the date of exercise, the entire gain, if any, realized upon
disposition of such shares will be taxable to the optionee as long-term capital
gain, and the Company will not be entitled to any deduction. If an optionee
disposes of the shares within the period of two years from the date of grant or
one year from the date of exercise (a "disqualifying disposition"), the optionee
generally will realize ordinary income in the year of disposition, and the
Company will receive a corresponding deduction in an amount equal to the excess
of (1) the lesser of (a) the amount, if any, realized on the disposition and (b)
the fair market value of the shares on the date the option was exercised (or
such later date, if applicable, as described above in "Non-Qualified Options" if
the optionee is a 16(b) Person who has not made an 83(b) Election) over (2) the
option price, provided that the deduction limit of Section 162(m) is not
exceeded or the Incentive Option qualifies for the performance-based
compensation exception provided for in Section 162(m). See "Section 162(m)"
below. Any additional gain realized
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<PAGE>
on the disposition will be long-term or short-term capital gain and any loss
will be long-term or short-term capital loss. The optionee will be considered to
have disposed of a share if he sells, exchanges, makes a gift of or transfers
legal title to the share (except transfers, among others, by pledge, on death or
to spouses). If the disposition is by sale or exchange, the optionee's tax basis
will equal the amount paid for the share plus any ordinary income realized as a
result of the disqualifying disposition.
The exercise of an Incentive Option may subject the optionee to the
alternative minimum tax. The amount by which the fair market value of the shares
purchased at the time of the exercise (or such later date, if applicable, as
described above in "Non-Qualified Options" if the optionee is a 16(b) Person who
has not made an 83(b) Election) exceeds the option exercise price is an
adjustment for purposes of computing the so-called alternative minimum tax. In
the event of a disqualifying disposition of the shares in the same taxable year
as exercise of the Incentive Option, no adjustment is then required for purposes
of the alternative minimum tax, but regular income tax, as described above, may
result from such disqualifying disposition.
An optionee who surrenders shares as payment of the exercise price of his
Incentive Option generally will not recognize gain or loss on his surrender of
such shares. The surrender of shares previously acquired upon exercise of an
Incentive Option in payment of the exercise price of another Incentive Option
is, however, a "disposition" of such shares. If the incentive stock option
holding period requirements described above have not been satisfied with respect
to such shares, such disposition will be a disqualifying disposition that may
cause the optionee to recognize ordinary income as discussed above.
Under the Code, all of the shares received by an optionee upon exercise of
an Incentive Option by surrendering shares will be subject to the incentive
stock option holding period requirements. Of those shares, a number of shares
(the "Exchange Shares") equal to the number of shares surrendered by the
optionee will have the same tax basis for capital gains purposes (increased by
ordinary income recognized as a result of any disqualifying disposition of the
surrendered shares if they were incentive stock option shares) and the same
capital gains holding period as the shares surrendered. For purposes of
determining ordinary income upon a subsequent disqualifying disposition of the
Exchange Shares, the amount paid for such shares will be deemed to be the fair
market value of the shares surrendered. The balance of the shares received by
the optionee will have a tax basis (and a deemed purchase price) of zero and a
capital gains holding period beginning on the date of exercise. The incentive
stock option holding period for all shares will be the same as if the option had
been exercised for cash.
Section 162(m). Section 162(m) of the Code will generally limit to $1.0
million the Corporation's federal income tax deduction for compensation paid in
any year to its chief executive officer and its four highest paid executive
officers, to the extent that such compensation is not "performance based." Under
Treasury regulations, and subject to certain transition rules, a stock option
will, in general, qualify as "performance based" compensation if it (i) has an
exercise price of not less than the fair market value of the underlying stock on
the date of grant, (ii) is granted under a plan that limits the number of shares
for which options may be granted to an employee during a specified period, which
plan is approved by a majority of the shareholders entitled to vote thereon, and
(iii) is granted by a compensation committee consisting solely of at least two
independent directors. If a stock option to an executive referred to above is
not "performance based", the amount that would otherwise be deductible by the
Corporation in respect of such stock option will be disallowed to the extent
that the executive's aggregate non-performance based compensation paid in the
relevant year exceeds $1.0 million.
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OPTION GRANTS
At December 1, 1996, options to purchase a total of 596,881 shares of
Common Stock were outstanding under the Plan at an average exercise price of
$10.94. No determination has been made as to how the proposed additional 500,000
option shares will be allocated among any particular eligible participants in
the Plan.
The following table sets forth information concerning options issued to
date under the Plan, including options which have been exercised:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
TOTAL OPTIONS EXERCISE
NAME AND POSITION GRANTED PRICE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gerald B. Shreiber.................................................................. -0- --
Robert M. Radano.................................................................... 26,000 $ 11.35
Robyn Shreiber Cook................................................................. 26,000 $ 11.02
Stephen N. Frankel.................................................................. -0- --
Leonard M. Lodish................................................................... 10,000 $ 9.38
Peter G. Stanley.................................................................... -0- --
Dennis G. Moore..................................................................... 26,000 $ 11.02
Daniel Fachner...................................................................... 18,500 $ 10.93
</TABLE>
On December 9, 1996, the last sale price of the Company's Common Stock was
$13.00.
Unless authority has been withheld, the proxy agents intend to vote FOR
approval of the amendment to the Plan. The approval of the amendment to the Plan
requires the affirmative vote of a majority of the votes cast by all
shareholders represented and entitled to vote thereon. An abstention,
withholding of authority to vote or broker non-vote, therefore, will not have
the same legal effect as an "against" vote and will not be counted in
determining whether the proposal has received the required shareholder vote. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE
AMENDMENT TO THE PLAN.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1998 Annual Meeting of Shareholders must be
submitted to the Company by September 1, 1997 to receive consideration for
inclusion in the Company's Proxy Statement.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by regulation
of the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, except for a Form 4 filed which was filed by Gerald B.
Shreiber 10 days late, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten-percent beneficial owners
were complied with during fiscal 1996.
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INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has selected Grant Thornton
LLP to be employed as J & J's independent certified public accountants to make
the annual audit and to report on, as may be required, the consolidated
financial statements which may be filed by J & J with the Securities and
Exchange Commission during the ensuing year.
A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting of Shareholders and to have the opportunity to make a statement,
if he or she desires to do so, and is expected to be available to respond to
appropriate questions.
OTHER MATTERS
The Company is not presently aware of any matters (other than procedural
matters) which will be brought before the Meeting which are not reflected in the
attached Notice of the Meeting. The enclosed proxy confers discretionary
authority to vote with respect to any and all of the following matters that may
come before the Meeting: (i) matters which the Company does not know a
reasonable time before the proxy solicitation, are to be presented at the
Meeting; (ii) approval of the minutes of a prior meeting of shareholders, if
such approval does not amount to ratification of the action taken at the
meeting; (iii) the election of any person to any office for which a bona fide
nominee named in this Proxy Statement is unable to serve or for good cause will
not serve; (iv) any proposal omitted from this Proxy Statement and the form of
proxy pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange Act of
1934; and (v) matters incident to the conduct of the Meeting. In connection with
such matters, the persons named in the enclosed proxy will vote in accordance
with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by the Company's Annual Report to
Shareholders for fiscal 1996.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 28, 1996, WITHOUT CHARGE, BY SENDING A
WRITTEN REQUEST TO J & J SNACK FOODS CORP., 6000 CENTRAL HIGHWAY, PENNSAUKEN,
NEW JERSEY 08109, ATTENTION: DENNIS G. MOORE.
By Order of the Board of Directors,
DENNIS G. MOORE, Secretary
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<PAGE>
J & J SNACK FOODS CORP.
ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 5, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN P. HEIM and HARRY McLAUGHLIN, each of
them with full power of substitution, proxy agents to vote all shares which the
undersigned is entitled to vote at the Annual Meeting of its Shareholders
February 5, 1997, on all matters that properly come before the meeting, subject
to any directions indicated below. The proxy agents are directed to vote as
follows on the proposals described in J & J's Proxy Statement.
This proxy will be voted as directed. If no directions to the contrary are
indicated, the proxy agents intend to vote "FOR" the election of J & J's
nominees as directors.
The proxy agents present and acting at the meeting, in person or by their
substitutes (or if only one is present and acting, then that one), may exercise
all powers conferred hereby. Discretionary authority is conferred hereby as to
certain matters described in J & J's Proxy Statement.
<TABLE>
<S> <C> <C>
1. Election of Directors WITHHOLD
Dennis G. Moore FOR / / AUTHORITY / /
</TABLE>
(Continued and to be signed on reverse side)
<PAGE>
<TABLE>
<S> <C> <C>
WITHHOLD
Robert M. Radano FOR / / AUTHORITY / /
</TABLE>
2. The Approval of the Amendment to the 1992 Stock Option Plan.
FOR / / AGAINST / / ABSTAIN / /
Receipt of J & J's Annual Report to Shareholders and the Notice of the
Meeting and Proxy Statement dated December 19, 1996 is hereby acknowledged.
Dated: _____________________ , 199_
(Please date this proxy)
___________________________________
___________________________________
(Signature)
It would be helpful if you signed
your name as it appears hereon,
indicating any official position or
representative capacity. If shares
are registered in more than one
name, all owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
