NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 11, 1999
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held
on Thursday, February 11, 1999 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 one director; and
2. 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 14, 1998 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 21, 1998
<PAGE>
[J&J SNACK FOODS 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 Thursday,
February 11, 1999 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 21, 1998. 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 9,036,833 shares of Common Stock outstanding at the close of
business on December 14, 1998, 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
1
<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 NOMINEE FOR ELECTION TO BOARD
One (1) director is expected to be elected at the Annual Meeting to serve
on the Board of Directors of J & J until the expiration of his term as indicated
below and until his successor is elected and has qualified.
The following table sets forth information concerning J & J's nominee for
election to the Board of Directors. If the nominee becomes 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
nominee as shall be designated by the Board of Directors. The Board of Directors
of J & J expects the nominee to be willing and able to serve.
<TABLE>
<CAPTION>
YEAR OF
EXPIRATION OF
NAME AGE POSITION TERM AS DIRECTOR
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Leonard M. Lodish 55 Director 2004
</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 57 Chairman, Chief Executive Officer, President and Director 2000
Stephen N. Frankel 57 Director 2003
Dennis G. Moore 43 Senior Vice President, Chief Financial Officer, Secretary, 2002
Treasurer and Director
Robert M. Radano 49 Senior Vice President, Chief Operating Officer and Director 2001
Peter G. Stanley 56 Director 2001
Robyn Shreiber Cook 38 Senior Vice President, West --
Daniel Fachner 38 President, The ICEE Company --
</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. 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.
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), Information Resources, Inc. (marketing data and marketing research), and
Walsh International (sales force information systems).
2
<PAGE>
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. He was elected to the Board of Directors in 1996.
Peter G. Stanley became a director in 1983. 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 The ICEE Company since 1979. Prior
to becoming President of The ICEE Company in August 1997, he had various
operational responsibilities.
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors held 4 meetings during fiscal 1998. Except for Dr.
Lodish who attended two Board meetings and all committee meetings of which he
was a member, each director attended all meetings of the Board and committees of
which he was a member during fiscal 1998.
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
consisting 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 1998, 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.
Each director who is not also an executive officer of the Company is
entitled annually to deferred compensation of 500 shares of the Company's common
stock under a Deferred Stock Plan. The stock will be issued to the director on
the date the director leaves the Board.
3
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY 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 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- ------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- --------------------------------------------- ---- -------- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Gerald B. Shreiber 1998 $425,000 $350,000 25,000 $ 4,000
Chairman of the Board, 1997 $400,000 $250,000 25,000 $ 3,000
President, Chief Executive 1996 $400,000 $175,000 25,000 $ 3,000
Officer and Director
Robert M. Radano 1998 $185,000 $ 75,000 6,349 $ 4,000
Chief Operating Officer, 1997 $185,000 $ 60,000 7,000 $ 3,000
Senior Vice President, 1996 $170,000 $ 80,000 11,000 $ 3,000
Sales and Director
Robyn Shreiber Cook 1998 $145,000 $110,000 6,349 $ 4,000
Senior Vice President, West 1997 $143,000 $ 50,000 7,000 $ 3,000
1996 $126,000 $ 22,000 10,000 $ 3,000
Dennis G. Moore 1998 $204,000 $100,000 6,349 $ 4,000
Senior Vice President, Chief 1997 $189,000 $ 75,000 7,000 $ 3,000
Financial Officer and Director 1996 $173,000 $ 60,000 9,000 $ 3,000
Daniel Fachner 1998 $174,000 $175,000 6,349 $ 4,000
President 1997 $150,000 $125,000 6,000 $ 3,000
The ICEE Company 1996 $124,000 $ 75,000 7,000 $ 2,000
</TABLE>
- ------------------
(1) 401(k) Profit Sharing Plan Contribution.
4
<PAGE>
OPTION GRANTS
The following table sets forth certain information concerning stock options
granted during fiscal 1998 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
VALUES AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
- ------------------------------------------------------------------------------------------- STOCK PRICE
% OF TOTAL APPRECIATION FOR
OPTIONS GRANTED OPTION 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) 11% $19.75 4/30/08 $310,000 $787,000
Robert M. Radano.................. 6,349(2) 3% $15.75 8/30/03 $ 28,000 $ 61,000
Dennis G. Moore................... 6,349(2) 3% $15.75 8/30/03 $ 28,000 $ 61,000
Robyn Shreiber Cook............... 6,349(2) 3% $15.75 8/30/03 $ 28,000 $ 61,000
Daniel Fachner.................... 6,349(2) 3% $15.75 8/30/03 $ 28,000 $ 61,000
</TABLE>
- ------------------
(1) All options granted are first exercisable on May 1, 1999.
(2) All options granted are first exercisable on September 1, 2001.
OPTION EXERCISES AND HOLDINGS
The following table summarizes exercises of stock options during fiscal
year 1998 by the Chief Executive Officer and highly compensated executives and
the number of unexercised options and the value of unexercised options held at
the end of fiscal year 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON OPTIONS AT FY-END (#) AT FY-END($)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald B. Shreiber................... -- -- 232,062/25,000 $1,569,000/$ --
Robert M. Radano..................... 5,000 $ 29,000 22,000/19,349 $147,000/$122,000
Dennis G. Moore...................... 10,000 $ 64,000 15,000/19,349 $112,000/$122,000
Robyn Shreiber Cook.................. 7,349 $ 36,000 18,951/19,349 $140,000/$122,000
Daniel Fachner....................... 3,000 $ 19,000 10,000/17,349 $ 71,000/$106,000
</TABLE>
5
<PAGE>
OPTION REPRICING
The following table sets forth information concerning repricings of options
held by executive officers of the Company during the last ten completed fiscal
years:
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS/SARS TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) AMENDMENT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Radano 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior Vice President,
Chief Operating
Officer
Dennis G. Moore 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior V.P., Chief
Financial Officer,
Secretary/Treasurer
Robyn Shreiber Cook 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior V.P., West
Daniel Fachner 8/l/96 5,000* $9.75 $12.375 $9.75 58 months
President,
The ICEE Company
</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 26, 1998, contributions in
the amount of $512,000 were made to the 401(k) Profit Sharing Plan.
6
<PAGE>
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.
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. On
August 31, 1998 options to various employees were awarded at the then price of
$15.75 per share.
7
<PAGE>
STOCK PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG J & J SNACK FOODS CORP., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P FOODS INDEX
[GRAPHIC]
In the printed version of the document, a line graph appears which depicts
the following plot points:
Label A B C
- -------------------------------------------------------------------------------
Label J&J Snack Foods Corp. NASDAQ Stock S&P Foods
Market(U.S.)
- -------------------------------------------------------------------------------
1 9/30/93 100 100 100
- -------------------------------------------------------------------------------
2 9/30/94 70.83 100.83 110.81
- -------------------------------------------------------------------------------
3 9/30/95 65.28 139.28 137.61
- -------------------------------------------------------------------------------
4 9/30/96 59.72 165.24 169.84
- -------------------------------------------------------------------------------
5 9/30/97 90.28 226.81 226.43
- -------------------------------------------------------------------------------
6 9/30/98 102.78 231.84 240.42
- -------------------------------------------------------------------------------
* $100 INVESTED ON 9/30/93 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 1, 1998
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 1998 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>
SHARES
NAME AND ADDRESS OWNED PERCENT
OF BENEFICIAL OWNER BENEFICIALLY(1) OF CLASS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS
Gerald B. Shreiber.................................................................... 3,099,587(2) 33%
6000 Central Highway
Pennsauken, NJ 08109
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OWNED PERCENT
OF BENEFICIAL OWNER BENEFICIALLY(1) OF CLASS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stephen N. Frankel.................................................................... 72,038(3)(4) *
Leonard M. Lodish..................................................................... 29,000(5) *
Dennis G. Moore....................................................................... 27,856(6) *
Robert M. Radano...................................................................... 56,437(7) *
Peter G. Stanley...................................................................... 58,308(3)(8) *
Robyn Shreiber Cook................................................................... 101,885(9) 1%
Daniel Fachner........................................................................ 10,961(10) *
All executive officers and
directors as a group (8 persons).................................................... 3,456,072(11) 37%
FIVE PERCENT SHAREHOLDERS
David L. Babson & Company............................................................. 901,000 10%
1 Memorial Drive
Cambridge, MS 02142
Dimensional Fund Advisors............................................................. 463,500 5%
1299 Ocean Avenue
Santa Monica, CA 90041
Kennedy Capital Management............................................................ 515,650 6%
10829 Olive Boulevard
St. Louis, MO 63141
</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 232,062 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 68,949 shares held
for the benefit of Mr. Shreiber in J & J's 401(k) Plan.
(3) Includes 28,500 shares of Common Stock issuable upon the exercise of
options and exercisable within 60 days from the date of this Proxy
Statement and 1,000 shares issuable under the Deferred Stock Plan.
(4) Includes 160 shares owned as trustee for children, and 500 shares owned by
Mr. Frankel's spouse.
(5) Includes 25,000 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 and 1,000 shares issuable under the Deferred Stock
Plan.
9
<PAGE>
(6) Includes 15,000 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 1751 shares held for the benefit of Mr. Moore
in the Company's 401(k) Plan and 887 shares in the Company's Stock Purchase
Plan.
(7) Includes 22,000 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 and 887 shares in the Company's Stock Purchase
Plan.
(8) Includes 28,808 shares owned jointly with Mr. Stanley's spouse with shared
voting and investment power.
(9) Includes 18,951 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, 6,960 shares owned as trustee for her son, and 414
shares held for the benefit of Ms. Cook in the Company's 401(k) Plan.
(10) Includes 10,000 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 and 226 shares in the Company's Stock Purchase
Plan.
(11) Includes 380,013 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 and 3,000
issuable under the Deferred Stock Plan.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 2000 Annual Meeting of Shareholders must be
submitted to the Company by September 1, 1999 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, 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 1998.
10
<PAGE>
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 1998.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 26, 1998, 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
11
<PAGE>
J & J SNACK FOODS CORP.
ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 11, 1999
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 11, 1999, 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 nominee
as director.
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.
(Continued and to be signed on reverse side)
<PAGE>
1. Election of Directors WITHHOLD
Leonard M. Lodish FOR / / AUTHORITY / /
Receipt of J & J's Annual Report to Shareholders and the Notice of the
Meeting and Proxy Statement dated December 21, 1998 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.
