<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Under Rule 14a-12
J & J Snack Foods Corp.
-----------------------------------------------------------------------------
(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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
J & J Snack Foods Corp. [LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 8, 2001
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held
on Thursday, February 8, 2001 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; 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 4, 2000 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 20, 2000
<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
Thursday, February 8, 2001 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 20, 2000. 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 nominees 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 8,414,793 shares of Common Stock outstanding at the close of
business on December 4,2000 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 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
1
<PAGE>
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
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 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 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
nominee as shall be designated by the Board of Directors. The Board of
Directors of J & J expects the nominees to be willing and able to serve.
<TABLE>
<CAPTION>
Year of
Expiration of
Name Age Position Term as Director
------------------ ----- ---------------------------------------------------- -----------------
<S> <C> <C> <C>
Robert M. Radano 51 Senior Vice President, Chief Operating Officer and 2005
Director
Peter G. Stanley 58 Director 2005
</TABLE>
INFORMATION CONCERNING CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Year of
Expiration of
Name Age Position Term as Director
-------------------- ----- ------------------------------------------------------------ -----------------
<S> <C> <C> <C>
Stephen N. Frankel 59 Director 2003
Leonard M. Lodish 57 Director 2004
Dennis G. Moore 45 Senior Vice President, Chief Financial Officer, Secretary, 2002
Treasurer and Director
Gerald B. Shreiber 59 Chairman, Chief Executive Officer, President and 2005
Director
Daniel Fachner 40 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.
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) 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.
2
<PAGE>
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 September 1995 to
September 1996, Mr. Stanley was Executive Vice President of Tri-Arc Financial
Services, Inc., a commercial insurance broker. He is currently the Vice
President of Emerging Growth Equities, Ltd., an investment banking firm.
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 2000. Each director
attended at least 75 percent of the meetings of the Board and committees of
which he was a member during fiscal 2000.
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 2000, the Compensation Committee held one meeting
and the Audit Committee held two meetings.
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 three other
most highly compensated executive officers of the Company for services rendered
in all capacities for fiscal 2000, 1999 and 1998:
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 2000 $510,000 $300,000 25,000 $5,000
Chairman of the Board, 1999 $450,000 $420,000 25,000 $4,000
President, Chief Executive 1998 $425,000 $350,000 25,000 $4,000
Officer and Director
Robert M. Radano 2000 $204,000 $100,000 6,000 $5,000
Chief Operating Officer, 1999 $197,000 $134,000 4,371 $4,000
Senior Vice President, 1998 $185,000 $ 75,000 6,349 $3,000
Sales and Director
Dennis G. Moore 2000 $238,000 $100,000 7,000 $5,000
Senior Vice President, 1999 $219,000 $115,000 4,371 $4,000
Chief Financial Officer 1998 $204,000 $100,000 6,349 $4,000
and Director
Daniel Fachner 2000 $224,000 $125,000 6,000 $5,000
President 1999 $196,000 $200,000 4,371 $4,000
The ICEE Company 1998 $174,000 $175,000 6,349 $4,000
</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 2000 to the Chief Executive Officer and to each
of the three other most highly compensated executive officers of the Company.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Values at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
------------------------------------------------------------------------------------------- ------------------------
% of Total
Options Granted
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) 12% $ 15.9375 4/30/10 $251,000 $135,000
Robert M. Radano ........... 6,000(2) 3% $ 12.75 9/26/10 $ 48,000 $122,000
Dennis G. Moore ............ 7,000(2) 3% $ 12.75 9/26/10 $ 56,000 $142,000
Daniel Fachner ............. 6,000(2) 3% $ 12.75 9/26/10 $ 48,000 $122,000
</TABLE>
------------
(1) All options granted are first exercisable on 5/1/01
(2) All options granted are first exercisable on 9/27/03
Option Exercises and Holdings
The following table summarizes exercises of stock options during fiscal
year 2000 by the Chief Executive Officer and highly compensated executives and
the number of unexercised options and the value of unexercised options held at
the end of fiscal year 2000.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
---------------------------- -------------- -------------- ----------------------- ---------------------
<S> <C> <C> <C> <C>
Gerald B. Shreiber ......... -0- $ -0- 225,000/25,000 $ 178,000/$0
Robert M. Radano ........... 12,000 $101,000 12,000/16,720 $15,000/$1,000
Dennis G. Moore ............ 9,000 $ 56,000 16,000/17,720 $32,000/$1,000
Daniel Fachner ............. 4,000 $ 16,000 13,000/16,720 $27,000/$1,000
</TABLE>
5
<PAGE>
Option Repricing
The following table sets forth information concerning repricings of
options held by executive officers of the Company during the last ten completed
fiscal years:
Ten-Year Option/SAR Repricings
<TABLE>
<CAPTION>
Length of
Number of Original
Securities Market Price Exercise Option Term
Underlying of Stock at Price at Remaining at
Options/SARs Time of Time of New Date of
Repricing or Repricing or Repricing or Exercise Repriced or
Name Date Amended (#) Amendment ($) 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
Daniel Fachner 8/l/96 5,000* $ 9.75 $ 12.375 $ 9.75 58 months
President,
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 30, 2000 contributions in
the amount of $819,000 were made to the 401(K) Profit Sharing Plan.
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.
6
<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. On May
1, 2000 and on September 27, 2000,options were awarded to various employees at
the then price of $15.9375 and $12.75,respectively.
COMPENSATION COMMITTEE
STEPHEN N. FRANKEL
LEONARD M. LODISH
PETER G. STANLEY
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
400 -------------------------------------------------------------------
| & |
350 |-------------------------------------------------------------------|
| |
300 |-------------------------------------------------------------------|
| * |
250 |-------------------------------------------------------------------|
| |
200 |-------------------------------------------------------------------|
| &* #&* #& * |
150 |-------------------------------------------------------------------|
| &* # # |
100 |-----#*&-----------------------------------------------------------|
| # |
50 |-------------------------------------------------------------------|
| |
0 |-------------------------------------------------------------------|
| |
-------------------------------------------------------------------
| | | | | |
9/95 9/96 9/97 9/98 9/98 9/00
-------------------------------------------------------------------
| |
| # J & J SNACK FOODS CORP. * THE NASDAQ STOCK MARKET (U.S.) |
| & S & P FOODS INDEX |
-------------------------------------------------------------------
* $100 INVESTED ON 9/30/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING SEPTEMBER 30.
8
<PAGE>
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 1, 2000
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 four most highly compensated executive
officers for the 2000 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 ............................. 2,477,536(2) 29%
6000 Central Highway
Pennsauken, NJ 08109
Stephen N. Frankel ............................. 79,730(3)(4) *
Leonard M. Lodish .............................. 34,500(5) *
Dennis G. Moore ................................ 41,468(6) *
Robert M. Radano ............................... 57,365(7) *
Peter G. Stanley ............................... 61,661(3)(8) *
Daniel Fachner ................................. 18,365(9) *
All executive officers and
directors as a group (7 persons) .............. 2,770,625(10) 32%
Five percent Shareholders
David L. Babson & Company ...................... 427,500 5%
1 Memorial Drive
Cambridge, MS 02142
Dimensional Fund Advisors ...................... 751,700 9%
1299 Ocean Avenue
Santa Monica, CA 90041
EQSF Advisers, Inc. ............................ 461,200 5%
767 Third Avenue
New York, NY 10017
Fleming Capital Management ..................... 547,215 7%
320 Park Avenue
New York, NY 10022
Systematic Financial Management ................ 790,127 9%
2 Executive Drive
Fort Lee, NJ 07024
</TABLE>
9
<PAGE>
------------
* 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 of 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 225,000 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, 68,949 shares held for the benefit of Mr.
Shreiber in J & J's 401(k) Plan and 50,000 shares owned by a charitable
foundation in which Mr. Shreiber has the right to vote and dispose of the
shares.
(3) Includes 27,000 shares of Common Stock issuable upon the exercise of
options and exercisable within 60 days from the date of this Proxy
Statement and 2,000 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 31,000 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 2,000 shares issuable under the Deferred Stock
Plan.
(6) Includes 16,000 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 1,499 shares in the Company's Stock
Purchase Plan.
(7) Includes 12,000 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 1,499 shares in the Company's Stock Purchase
Plan.
(8) Includes 13,000 shares owned jointly with Mr. Stanley's spouse with shared
voting and investment power.
(9) Includes 13,000 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 630 shares in the Company's Stock
Purchase Plan.
(10) Includes 351,000 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 6,000
issuable under the Deferred Stock Plan.
SHAREHOLDER PROPOSALS
Pursuant to recent amendments to the proxy rules under the Securities
Exchange Act, the Company's shareholders are notified that the deadline for
providing the Company timely notice of any shareholder proposal to be submitted
outside of the Rule 14a-8 process for consideration at the Company's 2002
Annual Meeting of Shareholders (the "Meeting") will be October 8, 2001. As to
all such matters which the Company does not have notice on or prior to October
8, 2001, discretionary authority shall be granted to the persons designated in
the Company's proxy related to the 2002 Meeting to vote on such proposal. This
change in procedure does not affect the Rule 14a- 8 requirements applicable to
inclusion of shareholder proposals in the Company's proxy materials related to
the 2001 Meeting. A shareholder proposal regarding the 2002 Meeting must be
submitted to the Company at its office located at 6000 Central Highway,
Pennsauken, New Jersey 08109, by August 18, 2001 to receive consideration for
inclusion in the Company's 2001 proxy materials. Any such proposal must also
comply with the proxy rules under the Securities Exchange Act, including Rule
14a-8.
10
<PAGE>
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 2000.
AUDIT COMMITTEE REPORT
In November, 2000 the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with its independent auditors, Grant Thornton LLP, regarding the
matters required by the Statement on Auditing Standards No. 61. As required by
Independence Standards Board Standard No. 1, "Independence discussion with
Audit Committees", the Audit Committee has discussed with and received the
required written disclosures and confirming letter from Grant Thornton LLP
regarding its independence and has discussed with Grant Thornton LLP its
independence. Based upon the review and discussions referred to above, the
Audit committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on form 10-K
for the year ended September 30, 2000.
This Audit Committee Report shall not be deemed incorporated by reference
in any document previously or subsequently filed with the Securities and
Exchange Commission that incorporates by reference all or any portion of this
proxy statement except to the extent that the Company specifically requests
that the report be specifically incorporated by reference.
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.
The Board of Directors has adopted a written Charter of the Audit
Committee, a copy of that Charter is attached as an appendix to this Proxy
Statement. All members of the Audit Committee are independent as that term is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers
listing standards.
AUDIT COMMITTEE
PETER G. STANLEY
STEPHEN N. FRANKEL
LEONARD M. LODISH
11
<PAGE>
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 2000.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 2000 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 30, 2000, 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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AUDIT COMMITTEE CHARTER
Composition
There shall be a committee of the board of directors (the "Board") to be
known as the audit committee which, no later than June 14, 2001, shall have at
least three (3) members, comprised solely of independent directors, as such
term is defined in Rule 4200(a)(15) of the National Association of Securities
Dealers' ("NASD") listing standards, subject to the exception in Rule
4310(c)(26)(B)(ii) of the NASD listing standards.
Each member of the audit committee shall be able to read and understand
fundamental financial statements, including the company's balance sheet, income
statement and cash flow statement or will become able to do so within a
reasonable period of time after his or her appointment to the audit committee.
In addition, at least one member of the audit committee shall have past
employment experience in finance or accounting, requisite professional
certification in accounting or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.
The Board shall elect or appoint a chairman of the audit committee who
will have authority to act on behalf of the audit committee between meetings.
Responsibilities
The responsibilities of the audit committee are as follows:
o Ensure its receipt from the outside auditor of formal written statement,
delineating all relationships between the outside auditor and the company
consistent with the Independence Standards Board Standard 1.
o Actively engage in a dialogue with the outside auditor with respect to
any disclosed relationships or services that may impact the objectivity
and independence of the outside auditor and be responsible for taking, or
recommending that the board of directors take, appropriate action to
oversee the independence of the outside auditor.
o In view of the outside auditor's ultimate accountability to the Board and
the audit committee, as representatives of the shareholders, the audit
committee, acting together with the Board, has the ultimate authority and
responsibility to select, evaluate, and, where appropriate, replace the
outside auditor (or nominate an outside auditor for shareholder approval
in any proxy statement).
o Review with the outside auditor, the company's internal auditor (if any),
and financial and accounting personnel, the adequacy and effectiveness of
the accounting and financial controls of the company, and elicit any
recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable.
o Consider, in consultation with the outside auditor and management of the
company, the audit scope and procedures.
o Review the financial statements contained in th annual report to
shareholders with management and the outside auditor to determine that the
outside auditor is satisfied with the disclosure and content of the
financial statements to be presented to the shareholders.
o Meet with the internal auditor (if any), outside auditor or the
management privately to discuss any matters that the audit committee, the
internal auditor (if any), the outside auditor or the management believe
should be discussed privately with the audit committee.
o Review and reassess the adequacy of the committee's charter annually.
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o Make such other recommendations to the Board on such matters, within the
scope of its functions, as may come to its attention and which in its
discretion warrant consideration by the Board.
Limitations
The audit committee is responsible for the duties set forth in this
charter but is not responsible for either the preparation of the financial
statements or the auditing of the financial statements. Management has the
responsibility for preparing the financial statements and implementing internal
controls and the independent accountants have the responsibility for auditing
the financial statements and monitoring the effectiveness of the internal
controls. The review of the financial statements by the audit committee is not
of the same quality as the audit performed by the independent accountants. In
carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible in order to best react to a changing
environment.
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Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
J & J SNACK FOODS CORP.
February 8, 2001
Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example.
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed at right.
[ ] [ ] Nominees: Robert M. Radano Receipt of J & J's Annual Report to
1. & 2. Peter G. Stanley Shareholders and the Notice of the
Election of Meeting and Proxy Statement dated
Directors December 20, 2000 is hereby
acknowledged.
Instruction: To withhold authority to vote for any Please date and sign this proxy and
individual, mark the "FOR" box above and cross return it promptly in the enclosed
out the name of that nominee in the list at right. postage paid envelope.
Signature_______________________________________ Signature___________________________________________ Dated: _________________, 200_
Note: 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.
</TABLE>
<PAGE>
Please Detach and Mail in the Envelope Provided
J & J SNACK FOODS CORP.
Annual Meeting of Shareholders - February 8, 2001
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints STEVE TAYLOR 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 8, 2001, on all matters that properly come before the meeting, subject
to any directions indicated on the reverse side. 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.
"(Continued and to be signed on reverse side)".
