May 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Alpine Lace Brands, Inc. (the "Company")
Commission File No. 0-15584
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b) and Rule 101(a)(iii) of Regulation S-T, all
promulgated under the Securities Exchange Act of 1934, following this letter are
the Company's Notice of Annual Meeting, proxy statement (including the Company's
1997 Stock Option Plan (the "Plan"), and form of proxy. All of the above
documents are being mailed to the Company's stockholders commencing on or about
May 23, 1997. It is anticipated that shares to be issued pursuant to the Plan
will be registered pursuant to the Securities Act of 1933 in July or August,
1997.
Very truly yours,
/s/Alice M. Clark
_________________
Alice M. Clark
Corporate Attorney
Enclosure
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rules 14a-11(c) or 14a-12
ALPINE LACE BRANDS, INC.
- - - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - - -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - - -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- - - -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - - -------------------------------------------------------------------------------
(5) Total fee paid:
- - - -------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing:
(1) Amount Previously Paid:
- - - -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - - -------------------------------------------------------------------------------
(3) Filing Party:
- - - -------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
May 21, 1997
Dear Stockholders:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Alpine Lace Brands, Inc., which will be held at the Sheraton Newark Airport,
128 Frontage Road, Newark, New Jersey 07114 on Friday, June 20, 1997 at 10:00
a.m., local time.
Information about the Annual Meeting, including a listing and discussion of
the matters on which the Stockholders will act, may be found in the enclosed
Notice of Annual Meeting and Proxy Statement. The Annual Report for the fiscal
year ended December 31, 1996 has also been enclosed.
We hope that you will be able to attend the Annual Meeting. However,
whether or not you anticipate attending in person, I urge you to complete, sign
and return the enclosed proxy card promptly to ensure that your shares will be
represented at the Annual Meeting. If you do attend, you will, of course, be
entitled to vote in person, and such vote will revoke your proxy.
Sincerely,
/s/Carl T. Wolf
_____________________
CARL T. WOLF
Chairman of the Board
<PAGE>
ALPINE LACE BRANDS, INC.
111 Dunnell Road
Maplewood, New Jersey 07040
________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
________________
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Alpine Lace Brands, Inc. (the "Company") will be held at 10:00
a.m., local time, on Friday, June 20, 1997 at the Sheraton Newark Airport, 128
Frontage Road, Newark, New Jersey 07114 for the following purposes:
1. To elect Directors.
2. To approve the adoption of the Alpine Lace Brands, Inc. 1997 Stock
Option Plan.
3. To ratify the selection by the Board of Directors of Grant Thornton LLP
as the Company's independent certified public accountants for 1997.
4. To consider and act upon any other business as may properly come before
the Meeting or any adjournment thereof.
Only holders of Common Stock of record at the close of business on May 9,
1997 are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
By Order of the Board of Directors
KENNETH E. MEYERS
Secretary
May 21, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE RETURN ENVELOPE
PROVIDED TO THE COMPANY'S TRANSFER AGENT, CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, 2 BROADWAY, NEW YORK, NEW YORK 10004, TO BE RECEIVED NO LATER THAN
JUNE 13, 1997. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY
PROMPTLY.
<PAGE>
ALPINE LACE BRANDS, INC.
111 Dunnell Road
Maplewood, New Jersey 07040
______________
PROXY STATEMENT
______________
This statement is furnished by the Board of Directors of Alpine Lace
Brands, Inc. (the "Company") in connection with the solicitation of proxies for
use at the Annual Meeting of Stockholders (the "Meeting") to be held at 10:00
a.m., local time, on Friday, June 20, 1997 at the Sheraton Newark Airport, 128
Frontage Road, Newark, New Jersey 07114 and at any adjournments thereof. The
purpose of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted for the election as Directors of those nominees named in the
Proxy, for approval of the Alpine Lace Brands, Inc. 1997 Stock Option Plan and
for the ratification of the selection of Grant Thornton LLP as independent
certified accountants. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted.
Any Proxy executed and returned by a stockholder may be revoked at any time
prior to the time it is voted by written notice to the Secretary of the Company
at the above address or by the execution and return of a later dated proxy. Any
stockholder may attend the Meeting and vote in person whether or not a Proxy was
previously submitted. The persons named as proxies are officers of the Company.
The close of business on May 9, 1997 has been fixed as the record date for
the determination of stock- holders entitled to notice of, and to vote at, the
Meeting. On May 9, 1997, the Company had 5,124,472 shares of Common Stock
outstanding and entitled to vote. Such shares of Common Stock are the only
voting securities of the Company. Each share held of record will be entitled to
one vote at the Meeting. It is expected that the Notice of Annual Meeting, Proxy
Statement and form of Proxy will first be mailed to stockholders on or about May
21, 1997.
The expense of solicitation will be borne by the Company. The solicitation
of Proxies will be largely by mail but may include telephonic, telegraphic or
oral communications by officers of the Company. The Company will also reimburse
brokers or other persons holding shares in their names or in the names of their
nominees for the reasonable out-of-pocket expenses in forwarding Proxies and
proxy materials to the beneficial owners of such shares.
ELECTION OF DIRECTORS
It is proposed that the eight Directors named below will be elected at the
Meeting. It is the intention of the persons named in the accompanying form of
Proxy to vote for the election of Carl T. Wolf, Marion F. Wolf, Richard Cheney,
Richard S. Hickok, Howard M. Lorber, Joseph R. Rosetti, Marvin Schiller, and
John M. Small, all of whom are currently members of the Board of Directors. No
Proxy may be voted for more persons than the number of nominees listed below.
The nominees receiving a plurality of the votes cast at the Meeting will be
elected as Directors. Abstentions from voting and broker non-votes on the
election of directors will have no effect since they will not represent votes
cast at the Meeting for the purpose of electing directors.
<PAGE>
The Board of Directors has no reason to believe that any of the Directors
nominated as described herein will become unavailable to serve, but, if that
should occur before the Meeting, Proxies will be voted for such other persons as
the Board of Directors may nominate.
Information Regarding Nominees
A description of each person nominated for election as a Director of the
Company is provided below:
Carl T. Wolf, 53, is Chairman of the Board, President and Chief Executive
Officer of the Company. Mr. Wolf founded the Company and its predecessors and
has been the chief executive officer of each of them since its inception,
beginning in 1983. He became a Director of the Company shortly after its
incorporation in February, 1986. From 1977 through 1985, he was also the
President and sole stockholder of Market Finders Brokerage, Inc., a food
brokerage firm which he founded with Marion F. Wolf, his wife. Prior to forming
Market Finders Brokerage, Inc., Mr. Wolf was Manager- Specialty Foods Division
of Standard Brands Inc. in 1977, was Vice President, General Manager Cheese
Division and a director of Brooke Bond Foods, Inc., a food manufacturing and
distributing company, from 1974 through 1976 and had been employed in other
positions in that company since 1971. Mr. Wolf is a Phi Beta Kappa graduate of
Rutgers University and received his M.B.A. with Honors (Beta Gamma Sigma) from
the University of Pittsburgh.
Marion F. Wolf, 54, became a Director of the Company in March, 1986. In
January, 1991, Mrs. Wolf became Vice President-Food Service of the Company. She
was President and sole stockholder of Market Finders Brokerage, Inc. from 1985
to 1990. In May, 1990 Market Finders Brokerage, Inc. sold its commission
brokerage business to an unrelated party, but Mrs. Wolf continued to serve as
President of this business until December, 1990. See "Certain Transactions -
Market Finders Brokerage, Inc."
Richard Cheney, 75, became a Director of the Company in August, 1994. Mr.
Cheney is the former Chairman of Hill & Knowlton, an international public
relations and public affairs company, where he had been employed since 1988. Mr.
Cheney retired from Hill & Knowlton in August 1993. Mr. Cheney is on the Board
of Directors of Chattem, Inc., Rowe Furniture Corporation and Stoneridge, Inc.
Richard S. Hickok, 71, became a Director of the Company in March, 1988.
Since January, 1990, Mr. Hickok has been the Chairman of Hickok Associates,
Inc., a financial services consulting firm. Mr. Hickok is the retired Chairman
of KMG Main Hurdman, Certified Public Accountants (now part of KPMG Peat
Marwick). He retired in 1983 following 35 years in public accounting with KMG
Main Hurdman serving progressively as partner, Managing Partner and Chairman.
Since 1983, Mr. Hickok has been a consultant and director of numerous public and
private companies. He is a director of Comstock Resources, Inc., Marcam
Corporation, Marsh McLennan Companies, Inc., and ProjectaVision, Inc.
Howard M. Lorber, 48, became a Director of the Company in September, 1993.
He is the Chairman and Chief Executive Officer of Hallman & Lorber Associates,
Inc., a consulting and actuarial firm for pension and profit sharing plans. Mr.
Lorber is also President and Chief Operating Officer and a member of the board
of Directors of New Valley Corporation (formerly Western Union Corporation), as
well as Chairman of the Board of Directors and CEO of Nathans Famous, Inc. He is
also a member of the Board of Directors of United Capital Corp., and Prime
Hospitality Corp., and a Trustee of the Board of Long Island University.
-2-
<PAGE>
Joseph R. Rosetti, 63, became a Director of the Company in August, 1992.
Mr. Rosetti has been since May, 1991 the Vice Chairman of Kroll Associates, a
private investigative and consulting organization. Prior to joining Kroll
Associates in April 1987, Mr. Rosetti was in charge of worldwide security for
International Business Machines Corporation. Prior to joining International
Business Machines Corporation, Mr. Rosetti held a number of government positions
with the United States Departments of Justice and Treasury. He is a member of
the Board of Directors of Rapor-Security Access Co. and Security Technology,
Inc.
Dr. Marvin Schiller, 63, became a Director of the Company in August, 1994.
Dr. Schiller is the former Managing Director of A.T. Kearney, Inc., an
international management consulting firm, where he had been since 1959. He
retired from A.T. Kearney, Inc. in December, 1994. Dr. Schiller is the author of
numerous articles in professional and business journals and is an active public
speaker. He is a member of the Board of Directors of the Lepercq-Istel Fund,
Inc., Reprise Capital Corporation, Salant Corporation, and Strategic
Agricultural Management Corporation. He is the former Chairman of the Board and
Chief Executive Officer of the American Society for the Prevention of Cruelty to
Animals (ASPCA), President of the Mental Illness Foundation, and serves as a
member of the Board of Visitors of the College of Social Science at Michigan
State University.
John M. Small, 49, became a Director of the Company in March, 1997. Mr.
Small has been a Senior Partner at CSC Weston Group, a business unit of Computer
Sciences Corporation, since 1995. Prior to joining CSC, Mr. Small was a
Principal of Weston Group, a management consulting firm specializing in Business
and Marketing Strategy within the Food, Beverage, Healthcare and Personal Care
industries, from 1988 to 1995. Prior to joining Weston Group, Mr. Small held
various management positions at General Foods Corporation, from 1972 to 1988,
and, most notably, was responsible for the development and introduction of
Jell-O Pudding Pops. Mr. Small has also been retained as an expert witness
regarding matters within the Dairy industry. Mr. Small received his B.A. from
New York University's University College of Arts and Sciences in 1969 and his
MBA from New York University's Graduate School of Business Administration (now
named the Leonard Stern School of Business Administration) in 1974.
All Directors of the Company hold office until the next annual meeting of
stockholders and until their successors have been duly elected and qualify.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE NOMINEES FOR DIRECTOR
Information Regarding Directors and Board Committees
The Board of Directors currently has 9 members. Stephen Sadove, a current
member of the Board, has decided not to seek re-election to the Board for
personal reasons. Mr. Sadove, 45, became a Director of the Company in December,
1994. Since 1991, Mr. Sadove has been the President of Worldwide Clairol (a
subsidiary of Bristol-Meyers Squibb Company). Mr. Sadove is a member of the
Board of Directors of Hazelden and Saks Holdings and the Board of Trustees of
several non-profit institutions. After the Annual Meeting, the Board of
Directors will have 8 members.
The Company has an Audit Committee which is composed of Messrs. Cheney,
Hickok and Lorber. The Audit Committee considers matters relating to the
adequacy of the Company's internal financial controls and the objectivity of the
Company's financial reporting, reviews the Company's annual financial statements
and the performance of the Company's auditors and makes recommendations to the
Board of Directors with respect to these matters. The Audit Committee met once
during 1996.
-3-
<PAGE>
The Company has a Compensation Committee currently composed of Messrs.
Rosetti, Sadove and Schiller. The duties of the Compensation Committee are
described below under "Alpine Lace Brands, Inc. Report of the Compensation
Committee." The Compensation Committee met once during 1996.
The Board of Directors has no nominating committee and has no other
standing committees except for the Audit Committee and the Compensation
Committee.
During 1996, there were 6 meetings of the Company's Board of Directors.
Each of the Directors, except Mr. Lorber, attended more than 75% of the
aggregate of such meetings of the Board of Directors and Committees on which he
served during 1996.
Directors' Compensation
In 1996, the Company began paying each of the Directors of the Company who
is not also an employee of the Company an annual retainer of $2,500. This
retainer is paid in two installments of $1,250 on each of January 1 and July 1.
A director must be in office on the date an installment is paid in order to
receive such installment. The Company also pays each of its Directors who is not
also an employee of the Company a fee of $1,500 ($750 in the case of
participation by telephone) for each meeting of the Board of Directors or
committee of the Board of Directors attended, subject to a maximum of $2,250 for
attendance at more than one meeting on any one day. The Company's 1987 Stock
Option Plan (as amended) currently provides, among other things, that (i) each
person (who is not an employee of the Company or a subsidiary) who becomes a
Director after January 11, 1993 will automatically receive, upon becoming a
Director, a grant of an option to purchase 6,600 shares of the Company's Common
Stock at the then fair market value, and (ii) each such non-employee Director
will automatically receive, on November 1 of each year commencing November 1,
1995, an option to purchase 6,600 shares of the Company's Common Stock at the
then fair market value. All such options vest over three years and terminate 10
years after the date of grant. These automatic grants of stock options to
non-employee Directors will continue under the 1997 Stock Option Plan, if that
plan is approved by stockholders (see the discussion under the "Approval of the
Adoption of the Alpine Lace Brands, Inc. 1997 Stock Option Plan" below).
Information Regarding Executive Officers
A description of each executive officer of the Company is provided below:
Carl T. Wolf, 53, is Chairman of the Board, President and Chief Executive
Officer of the Company. A description of Mr. Wolf appears on page 2.
Marion F. Wolf, 54, is Vice President - Food Service and a Director of the
Company. A description of Mrs. Wolf appears on page 2.
Kenneth E. Meyers, 37, is President of MCT Dairies, Inc., a subsidiary of
the Company, where he has been employed since July, 1985 and has also been
Secretary of the Company since February, 1986; from March, 1983 to July, 1985 he
directed the sales activities for PreMonde Alpine Lace Swiss Cheese and other
specialty products at the Company's predecessor First World Cheese Associates.
Prior to joining the Company, Mr. Meyers served as a sales agent for Dictaphone
Corporation, a division of Pitney-Bowes, Inc., following his graduation in 1982
from the University of Rhode Island.
George S. Wenger, 47, has been Vice President - General Manager Branded
Division Sales of the Company and its predecessor First World Cheese Associates
since October, 1985. Prior to joining the Company, Mr. Wenger was Executive Vice
President and principal of Wenger-Crates & Assoc., Inc., a retail food brokerage
firm in Cleveland, Ohio, with which Mr. Wenger had been associated since 1972.
Mr. Wenger is a graduate of Ohio University.
-4-
<PAGE>
Arthur Karmel, 39, has been Vice President - Finance of the Company since
January, 1995. Mr. Karmel was elected Vice President in May, 1992 and had been
the Controller since March, 1989. Mr. Karmel joined the Company in October, 1987
as a Senior Accountant. Prior to joining the Company, Mr. Karmel held various
accounting positions with the advertising agencies of Scali, McCabe, Sloves,
Inc. from 1986 to 1987 and Cunningham and Walsh, Inc. from 1983 to 1986. Mr.
Karmel graduated from Brooklyn College.
Dominick F. Gonnella, 28, has been Vice President-Operations of the Company
since July, 1994. In April, 1994, Mr. Gonnella was promoted to Director of
Operations. In October, 1992, Mr. Gonnella advanced to the Production Planning
and Purchasing position. Mr. Gonnella joined the Company in January, 1990, and
held the position of Inventory Control Manager through September, 1992. Mr.
Gonnella is a graduate of Kean College.
The officers of the Company are elected annually by the Board of Directors
at its meeting the day of the Annual Meeting of Stockholders.
There are no family relationships between any Directors and executive
officers of the Company, except that Carl T. Wolf and Marion F. Wolf are husband
and wife.
Security Ownership
The following table sets forth information for Goldman, Sachs & Co., owner
of more than 5% of the Company's Common Stock, as reported in its Schedule 13G,
dated February 14, 1997, and, as of May 9, 1997, for each of the Company's
Directors, for each of the Company's executive officers included in the Summary
Compensation Table set forth under the caption "Compensation and Other
Information Concerning Executive Officers' and for all executive officers and
Directors of the Company as a group. Information with respect to beneficial
ownership is based upon information furnished to the Company by each security
holder. The warrants and options referred to in the footnotes to the table are
presently exercisable or exercisable within 60 days after May 9, 1997.
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<PAGE>
<TABLE>
<S> <C> <C>
Amount Percentage
and Nature of Outstanding
of Beneficial Common
Name and Address(1) Ownership(2) Stock
Carl T. Wolf............................................. 1,585,468(3)(4) 30.7%
Goldman, Sachs & Co. 471,400 9.2%
86 Broad Street
New York, NY 10004
Kenneth E. Meyers........................................ 102,101(5) 2.0%
George S. Wenger......................................... 86,582(5) 1.7%
Marion F. Wolf........................................... 90,834(3)(6) 1.8%
Arthur Karmel............................................ 38,167(7) (8)
Richard Cheney........................................... 13,200(9) (8)
Richard S. Hickok........................................ 22,202(10) (8)
Howard M. Lorber......................................... 12,700(11) (8)
Joseph R. Rosetti........................................ 17,800(12) (8)
Stephen Sadove........................................... 8,200(13) (8)
Marvin Schiller.......................................... 12,200(9) (8)
John M. Small............................................ 0 -
All executive officers and Directors as
a group................................................ 1,921,121(14) 35.7%
____________________
(1) Unless otherwise indicated, the address of each beneficial owner is c/o Alpine Lace Brands, Inc., 111
Dunnell Road, Maplewood, New Jersey 07040.
(2) Unless otherwise indicated, the persons shown have sole voting and investment power with respect to
the shares listed.
(3) Includes 75,000 shares of Common Stock jointly owned by Carl T. Wolf and Marion F. Wolf.
(4) Includes options to purchase 33,869 shares of Common Stock granted pursuant to the Company's 1987
Stock Option Plan (the "1987 Plan").
(5) Includes options to purchase 55,584 shares of Common Stock granted pursuant to the 1987 Plan.
(6) Includes options to purchase 10,834 shares of Common Stock granted pursuant to the 1987 Plan.
(7) Includes options to purchase 19,667 shares of Common Stock granted pursuant to the 1987 Plan.
(8) Less than one percent.
(9) Includes options to purchase 8,200 shares of Common Stock granted pursuant to the 1987 Plan.
(10) Includes 5,250 restricted special warrants to purchase 5,250 shares of Common Stock and options to
purchase 12,200 shares of Common Stock granted pursuant to the 1987 Plan and includes 667 restricted
special warrants to purchase 2,001 shares of Common Stock and 667 warrants, with such 667 warrants
exercisable to purchase an additional 1,000 shares of Common Stock.
(11) Consists of options to purchase 12,700 shares of Common Stock granted pursuant to the 1987 Plan.
(12) Includes options to purchase 15,200 shares of Common Stock granted pursuant to the 1987 Plan.
(13) Consists of options to purchase 8,200 shares of Common Stock granted pursuant to the 1987 Plan.
(14) Includes (i) 667 restricted special warrants to purchase 2,001 shares of Common Stock and 667
warrants, with such 667 warrants exercisable to purchase an additional 1,000 shares of Common Stock,
(ii) 5,250 restricted special warrants to purchase 5,250 shares of Common Stock, and (iii) options to
purchase 243,404 shares of Common Stock granted pursuant to the 1987 Plan and presently exercisable
or exercisable within 60 days after May 9, 1997.
</TABLE>
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<PAGE>
APPROVAL OF THE ADOPTION OF THE ALPINE LACE BRANDS, INC.
1997 STOCK OPTION PLAN
Since 1987, one year after the Company became publicly held, the Company
has had a stock option plan in order to attract and retain employees and
directors and to furnish additional incentives to those persons by encouraging
them to become owners of the Company's Common Stock. That plan, the Alpine Lace
Brands, Inc. 1987 Stock Option Plan (the "1987 Plan"), expired on May 13, 1997.
The Board of Directors adopted a successor plan, the Alpine Lace Brands, Inc.
1997 Stock Option Plan (the "1997 Plan"), on February 13, 1997 and recommends
that such adoption be approved by stockholders.
The 1997 Plan, which is substantially the same as the 1987 Plan, is
described below. Such description is qualified in its entirety by reference to
the complete text of the 1997 Plan, a copy of which is attached hereto as
Exhibit A.
Eligibility for and Grants of Stock Options
Under the 1997 Plan, employees of the Company and its subsidiaries are
eligible for grants of stock options. There were 134 such employees as of
December 31, 1996. In addition, the 1997 Plan provides for automatic grants of
stock options to non-employee directors of the Company or any of its
subsidiaries upon becoming a director and annually thereafter. After the 1997
Annual Meeting, there will be 6 directors of the Company eligible for annual
grants.
The 1997 Plan provides for an automatic grant to each non-employee director
of a stock option to purchase 6,600 shares of Common Stock upon becoming a
director and for an automatic grant to each non- employee director of a stock
option to purchase 6,600 shares of Common Stock on each November 1 thereafter.
The exercise price per share for all such grants is the then Fair Market Value
per share of Common Stock. ("Fair Market Value" is defined, in relevant part, as
the reported closing price per share on the National Market System of the
National Association of Securities Dealers Automated Quotations System (NASDAQ)
on the day prior to the relevant date or, if there was no such price reported
for such date, on the next preceding date for which such price was reported.)
All of the automatic grants of stock options to non-employee directors vest one
third per year for three years and all such stock options expire 10 years after
the date of grant. In addition to automatic grants, the Board of Directors may
make additional grants to non-employee directors.
Grants of stock options to employees are made at such times, in such
amounts and on such terms and conditions as a Committee of the Board of
Directors shall determine. The Committee shall consist of not less than three
directors who are both (i) "non-employee directors" as specified by Rule
16b-3(b)(3)(i) promulgate under the Securities Exchange Act of 1934 and (ii)
"outside directors" as required by regulations promulgated under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee
shall also have the power to construe and interpret the plan and to establish
rules and regulations for its administration. The 1987 Plan has been
administered by the Compensation Committee of the Board of Directors, and it is
anticipated that the 1997 Plan will also be administered by the Compensation
Committee. The Board of Directors can also exercise the powers granted to the
Committee.
Stock options granted to employees may be "incentive stock options" as
defined in Section 422 (b) of the Code or "non-qualified options." An incentive
stock option receives special tax treatment under the Code as more fully
described below. The Committee can determine all the terms and conditions of a
stock option except in the case of incentive stock options the exercise price
per share may not be less than 100% of the Fair Market Value per share of Common
Stock on the date of grant, no incentive stock option may be exercisable for a
period exceeding 10 years and there are special limitations on the number of
shares that may be subject to incentive stock options. No more than 75,000
shares may be subject to stock options granted under the 1997 Plan to any one
individual during any one calendar year.
-7-
<PAGE>
A stock option grant does not confer any right on any employee or director
to remain an employee or director of the Company. Stock options granted under
the 1997 Plan are not transferable except by the laws of descent and
distribution or pursuant to a qualified domestic relations order.
Shares Available for Grants
Under the 1997 Plan, a total of 1,500,000 shares of the Company's Common
Stock, $.01 par value, will be available for issuance upon the exercise of stock
option grants, subject to adjustment on the occurrence of certain events as
described below. The Company contemplates the use of treasury shares and of
authorized but unissued shares of the Company's Common Stock or a combination
thereof for the 1997 Plan. Shares subject to grants of stock options that expire
unexercised or are otherwise terminated will again be available for future
grants.
The reported closing price of the Company's Common Stock on the NASDAQ on
May 14, 1997 was $5.50 per share.
Under the expired 1987 Plan, an aggregate of 1,000,000 shares of Common
Stock were available for issuance of which 65,053 shares of Common Stock were
issued upon the exercise of stock options granted under that plan, 634,799
shares are subject to outstanding stock options and 300,148 shares were never
subject to stock option grants and will not be issued since the 1987 Plan has
expired. Outstanding stock options will become exercisable and may be exercised
at various times through 2007 when the last grants made under that plan expire.
Exercise of Stock Options; Effect of Termination
Stock options granted under the 1997 Plan may be exercised by giving notice
to the Company and paying the exercise price. Payment may be made in cash or, if
approved by the Committee, by the surrender to the Company of outstanding shares
of Common Stock or a combination of cash and shares. The Committee may also
allow other forms of payment.
Generally, a stock option granted under the 1997 Plan will terminate upon
the termination of an option holder's status as an employee or a director. The
1997 Plan provides grace periods for exercising outstanding stock options in the
event of involuntary termination by the Company without cause, retirement or
permanent disability. No additional stock options may vest during these grace
periods, however. In the event of death, including death during the
aforementioned grace periods, no additional stock options will vest, but there
will be a 1-year grace period for exercise. In addition, the Committee has the
discretion to provide for other periods for exercise upon termination. No grace
period under the 1997 Plan can extend the term of a stock option beyond the
original expiration date.
Federal Tax Consequences
Options granted under the Plan may be either "incentive stock options"
entitled to treatment as such for Federal income tax purposes under Section 422
of the Code or "nonqualified options" not entitled to such treatment.
Upon exercise of an incentive stock option under the Plan, the participant
will not then recognize income (although the bargain element realized on
exercise is a tax preference for alternative minimum tax purposes). So long as
the optionee holds shares acquired for at least 2 years after grant and 1 year
after exercise, capital gain (or loss) will be taken into account by the
optionee only upon the subsequent disposition of the shares acquired on the
exercise of the option. The gain or loss recognized will be equal to the
difference between the amount realized on disposition and the exercise price.
The Company will generally not be entitled to any income tax deductions in
connection with incentive stock options. Incentive stock options must meet
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<PAGE>
certain requirements imposed by the Code regarding exercise price, timing
of exercise, timing of disposition of stock after exercise, and other matters.
In the case of a nonqualified option or an incentive stock option where not
all requirements have been met, the optionee will have ordinary income for
Federal income tax purposes at the time of exercise of the option, and the
Company will be entitled to a deduction, in an amount equal to the difference
between the fair market value of the shares on the date of exercise and the
exercise price. Upon the subsequent disposition of the stock, the optionee will
recognize capital gain (or loss) equal to the difference between the amount
realized on disposition and the stock's fair market value on the date of
exercise. The Company will not be entitled to any further deduction at the time
of any subsequent disposition. Any deduction that the Company may be entitled to
may be limited by Section 162(m) of the Code.
Subject to the satisfaction of the requirements referred to above, the
options granted to employees participating in the Plan will generally be
"incentive stock options" for Federal income tax purposes.
The Company has the right to deduct from all amounts payable in cash to an
optionee under the Plan any taxes required by law to be withheld with respect to
such cash payments or any amounts required to be withheld in order for the
Company to claim an income tax deduction with respect to such cash payments. In
addition, the Company has the right to require an optionee to pay to the Company
the amount which the Company is or will be required to withhold with respect to
the issuance of shares under the Plan in order for the Company to pay taxes or
claim an income tax deduction with respect to the issuance of such shares, and,
in lieu of such payment, the Company has the right, at the discretion of the
Committee, to retain a sufficient number of shares (valued at the Fair Market
Value on the date of exercise) to cover the amount required to be withheld.
Adjustments; Repurchases; Regulatory Requirements
The 1997 Plan provides that the Board of Directors may make equitable
adjustments in the number of shares reserved for issuance and in the number of
stock options granted under the 1997 Plan in the event of a change in the
corporate structure or in Common Stock of the Company. Upon certain corporate
events such as the dissolution or liquidation of the Company or a
reorganization, merger or consolidation of the Company with another corporation
in which the Company is not the surviving corporation, all outstanding stock
options will vest and may be exercised for such securities, notes or other
property (including cash) that would have been received had the option-holder
held an equivalent number of shares of Common Stock. Any options not so
exercised will terminate. The Committee may also determine that alternative
provision for the stock options made in connection with the corporate
transaction are adequate, in which case the stock options will continue in
accordance with such alternative provisions. In the event of a Change in Control
of the Company and, within one year, termination of the option-holder's
employment or status as director under certain circumstances, the 1997 Plan
provides for accelerated vesting and a 30-day period for exercise.
Under the 1997 Plan, the Company may, at the discretion of the Committee,
repurchase previously granted stock options subject to a limitation on the
price. Also, each stock option is subject to regulatory requirements such as
registration and listing.
Effective Date; Amendment; Termination
The 1997 Plan will become effective upon the approval by the stockholders.
The 1997 Plan may be amended by the Board of Directors, upon the recommendation
of the Committee, without further action of the stockholders except that no
amendment can impair the rights under any outstanding stock option and that no
amendment may, without stockholder approval, increase the number of shares
reserved for issuance under the plan. The Board of Directors may terminate the
1997 Plan at any time with respect to any shares that are not subject to stock
options. In any event, the 1997 Plan will terminate ten years after the
effective date, but such termination will not effect rights under any
outstanding stock option.
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<PAGE>
Benefits payable under the 1997 Plan
The benefits or amounts that may be received by employees of the Company or
its subsidiaries under the 1997 Plan, if the plan is approved by stockholders,
are at the discretion of the Committee and therefore are not presently
determinable.
Although grants to non-employee directors of the Company or its
subsidiaries under the 1997 Plan are automatic as to time of grant and as to the
number of shares subject to the grant, the actual benefits or amounts that may
be received by such non-employee directors, if the 1997 Plan is approved by
stockholders, cannot be determined since such benefits or amounts are dependent
on the length of the non-employee director's tenure as a director and on the
price of the Company's Common Stock at the time of exercise.
Vote Required
Approval of the Alpine Lace Brands, Inc. 1997 Stock Option Plan requires
the affirmative vote of the holders of a majority of the shares of Common Stock
present in person or by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR APPROVAL OF THE 1997 STOCK OPTION PLAN
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP as independent
certified public accountants for the Company for 1997. Grant Thornton LLP has
served as the Company's auditors since 1986. The ratification of the selection
of independent certified public accountants is to be voted upon at the Meeting,
and it is intended that the persons named in the accompanying Proxy will vote
for Grant Thornton LLP. Ratification of the selection of Grant Thornton LLP
requires the affirmative vote of holders of a majority of the shares of Common
Stock present in person or by proxy at the Annual Meeting.
Representatives of Grant Thornton LLP are expected to attend the Meeting,
will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF GRANT THORNTON LLP
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<PAGE>
COMPENSATION AND OTHER INFORMATION
CONCERNING EXECUTIVE OFFICERS
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to, earned by or paid to the Chief
Executive Officer of the Company and the 4 other executive officers whose total
annual salary and bonus exceeded $100,000 for the year ended December 31, 1996.
<TABLE>
<S> <C> <C> <C> <C>
Summary Compensation Table
Long-Term
Annual Compensation(1) Compensation
Number of
Securities
Underlying
Name and Options
Principal Position Year Salary Bonus Granted
Carl T. Wolf..................................... 1996 $288,500 - 23,400
President and Chief 1995 $275,000 - 61,600
Executive Officer 1994 $275,000 - 5,000
Kenneth E. Meyers................................ 1996 $802,400 - 15,000
President - MCT Dairies, Inc. 1995 $389,209 - 5,000
1994 $401,732 - 4,000
George S. Wenger................................. 1996 $166,000 $10,000 5,000
Vice President-General Manager 1995 $160,000 $20,000 5,000
Branded Division Sales 1994 $150,000 $18,000 4,000
Marion F. Wolf................................... 1996 $130,000 $15,000 10,000
Vice President - 1995 $100,000 $20,000 5,000
Food Service 1994 $85,000 $18,000 4,000
Arthur Karmel.................................... 1996 $105,000 $16,250 10,000
Vice President - 1995 $85,000 $17,000 8,500
Finance 1994 $72,500 $5,750 3,000
_______________
(1) Prerequisites and other personal benefits, securities or property to each executive officer did not exceed
the lesser of $50,000 or 10% of such executive officer's annual salary and bonus.
Stock Options
The following tables summarize (i) option grants during the year ended December 31, 1996 to the
executive officers named in the Summary Compensation Table above, and the potential realizable value of such
options and (ii) the aggregate value of all outstanding options held by such executive officers as of December
31, 1996.
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Options Granted in 1996
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(1)
---------------------------------------------------------- -----------------------------
% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise
Options in Fiscal or Base Expiration
Name Granted(2) Year(3) Price Date 5% 10%
Carl T. Wolf............ 23,400 18.4% $ 6.00 10/01/06 $88,297 $223,761
Kenneth E. Meyers....... 15,000 11.8% $ 6.00 10/01/06 $56,601 $143,437
George S. Wenger........ 5,000 3.9% $ 6.00 10/01/06 $18,867 $47,812
Marion F. Wolf.......... 10,000 7.9% $ 6.00 10/01/06 $37,734 $95,625
Arthur Karmel........... 10,000 7.9% $ 6.00 10/01/06 $37,734 $95,625
_______________
(1) The potential realizable portion of the foregoing table illustrates value that might be realized upon
exercise of options immediately prior to the expiration of their term, assuming the specified
compounded rates of appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions of certain options providing for termination of the
option following termination of employment, nontransferability or differences in vesting periods.
(2) These options are not exercisable for the first year after grant. On each of the first, second and third
anniversaries of the date of grant, each option will become exercisable as to one-third of the shares of
Common Stock subject to such options. Consequently, after the third anniversary each option will be
exercisable for its full number of shares.
(3) The Company granted options representing 126,900 shares of Common Stock to employees in the year
ended December 31, 1996.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Aggregate Option Values
at December 31, 1996
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-the-Money
Name December 31, 1996 Options at December 31, 1996(1)
Exercisable Unexercisable Exercisable Unexercisable
Carl T. Wolf 33,868 66,132 $ 5,835 $ 2,916
Kenneth E. Meyers 66,084 19,666 $ 50,417 $ 2,333
George S. Wenger 66,084 9,666 $ 50,417 $ 2,333
Marion F. Wolf 10,834 14,666 $ 4,667 $ 2,333
Arthur Karmel 19,667 13,333 $11,188 $ 1,750
_________________
(1) On December 31, 1996, the last reported sales price of the Company's Common Stock as reported on
the NASDAQ Stock Market was $5.25 per share.
</TABLE>
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<PAGE>
Employment Agreements
The Company entered into an employment agreement with Mr. Wolf in January,
1993. Under the agreement he receives a base salary, with bonuses at the
discretion of the Board of Directors. The employment agreement is for an initial
term of three years and is automatically renewed for successive three year terms
unless prior to the expiration of the original or any renewal term, Mr. Wolf
gives the Company 60 days' notice or the Company gives Mr. Wolf three years'
notice. Upon a change in control of the Company, Mr. Wolf's employment agreement
will automatically be renewed for three years from the date of such event.
The Company's employment agreement with Mr. Meyers was amended effective
January 1, 1995 to extend its term to December 31, 1996. The employment
agreement provides for annual compensation equal to the greater of $115,050 or
the sum of: (1) one-third of the gross profit from cheese commodity trading
activities directly conducted by him and (2) $.0075 per pound on all sales of
branded cheeses of the Company whether or not he participates in such sales, up
to a maximum of $15,000 annually. The Company also agreed to grant Mr. Meyers a
non-qualified option to purchase from the Company up to 20% of the stock of the
Company's wholly-owned subsidiary MCT Dairies, Inc. In the event his employment
with the Company is terminated, Mr. Meyers will receive a maximum of $150,000.
In consideration for this payment, Mr. Meyers has agreed not to compete or
interfere with the business of the Company upon termination for a period of from
three to nine months thereafter depending on cause. The agreement is
automatically renewed for successive one year terms unless prior to the
expiration of the original or any renewal term, either party gives the other 90
days' notice. Upon a change in control of the Company, Mr. Meyers' employment
agreement will automatically be renewed for one year from the date of such
event.
In addition to the foregoing, Mr. Meyers has a separate agreement with the
Company whereby, in consideration of Mr. Meyers' management of the Company's
efforts to protect its propriety rights, the Company will pay Mr. Meyers 5% of
the amounts, if any, received by the Company (after expenses including attorneys
fees and after certain other royalty payments) in connection with such rights.
The amount of such payment or payments, if any, cannot currently be predicted.
The Company entered into an employment agreement with Mr. Wenger commencing
as of January 4, 1993. Under the agreement, he receives a salary and a
non-accountable expense allowance of $140 per week for local travel and
entertainment expenses. The employment agreement is for an initial term of one
year and is automatically renewed for successive one year terms unless prior to
the expiration of the original or any renewal term, Mr. Wenger gives the Company
60 days' notice or the Company gives Mr. Wenger nine months' notice. Upon a
change in control of the Company, Mr. Wenger's employment agreement will
automatically be renewed for one year from the date of such event.
The Company entered into an employment agreement with Mrs. Wolf commencing
as of January 4, 1993. The agreement sets forth Mrs. Wolf's duties and salary.
The employment agreement is for an initial term of one year and is automatically
renewed for successive one year terms unless prior to the expiration of the
original or any renewal term, Mrs. Wolf gives the Company 60 days' notice or the
Company gives Mrs. Wolf six months' notice. Upon a change in control of the
Company, Mrs. Wolf's employment agreement will automatically be renewed for one
year from the date of such event.
The Company entered into an employment agreement with Mr. Karmel commencing
as of January 4, 1993. The agreement sets forth Mr. Karmel's duties and salary.
The employment agreement is for an initial term of one year and is automatically
renewed for successive one year terms unless prior to the expiration of the
original or any renewal term, Mr. Karmel gives the Company 60 days' notice or
the Company gives Mr. Karmel six months' notice. Upon a change in control of the
Company, Mr. Karmel's employment agreement will automatically be renewed for one
year from the date of such event.
These compensation arrangements are discussed further below under "Alpine
Lace Brands, Inc. Report of the Compensation Committee."
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<PAGE>
ALPINE LACE BRANDS INC.
REPORT OF THE COMPENSATION COMMITTEE
The Board of Directors created the Compensation Committee in 1989. The
Compensation Committee is currently comprised of Messrs. Rosetti, Sadove and
Schiller, all of whom are non-employee Directors.
The Compensation Committee's duties include: making recommendations (for
Board approval) on compensation actions involving Carl T. Wolf, the Company's
Chief Executive Officer, including but not limited to salary actions, incentive
bonus determinations and terms of employment; approving incentive bonus
determinations and terms of employment for executive officers other than Mr.
Wolf and for other key employees and agents; reviewing salary actions (approved
by Mr. Wolf) regarding executive officers other than Mr. Wolf and regarding
other key employees and agents; making recommendations on compensation and
benefit plans requiring Board and/or stockholder approval; and such other duties
as the Board of Directors may assign to it from time to time. Since January,
1993, the Compensation Committee has also administered the Company's 1987 Stock
Option Plan.
To assist it in making its decisions and recommendations, the Compensation
Committee retained an outside compensation consulting firm in 1992. The
consulting firm provided information on competitive pay levels and pay
approaches and advice on the Company's going-forward executive compensation
programs.
Alpine Lace Brands Philosophy of Executive Compensation
In reaching its decisions regarding executive compensation, the Committee
was guided by the following philosophy
* Total cash compensation levels (salary plus annual bonus) should be set
at levels consistent with competitive practice at other food product and food
service companies of similar size.
* Performance objectives, used to determine incentive bonuses, should be
explained and confirmed in advance.
* Stock based incentives should be sufficient to promote alignment of
interests between executives and stockholders, while ensuring that stockholders
must benefit before executives do.
* Employment security arrangements should provide competitive benefits
while encouraging executives to make decisions that will maximize long-term
stockholder value.
The Company has not established a policy with regard to Section 162(m) of
the Internal Revenue Code of 1986, as amended, since the Company has not and
does not currently anticipate paying compensation in excess of $1 million per
annum to any employee.
COMPENSATION PROGRAMS FOR EXECUTIVE OFFICERS
This section describes the compensation programs for executive officers
that were in effect in 1996 and the programs approved by the Committee for 1997.
It also details specific Committee decisions involving Mr. Wolf.
Base Salary
Base salary levels are primarily a function of competitive practice at
other companies for positions of similar scope and responsibility. Other factors
that influence base salary levels include the incumbent's tenure with the
Company, individual performance, and potential earnings from comparable outside
positions.
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<PAGE>
Mr. Wolf's base salary rate is $325,000. The salary rate reflects the CEO's
past performance and competitive practice for similar-sized companies in the
food products and food service industries.
Incentive Bonus Program
Mr. Wolf did not receive a bonus for 1996. In lieu of a bonus for 1995, in
1996, Mr. Wolf was granted a stock option under the 1987 Stock Option Plan for
35,000 shares. Similarly, in lieu of a bonus for 1994, in 1995, Mr. Wolf was
granted a stock option for 20,000 shares.
In 1997, Mr. Wolf will be eligible for an incentive bonus equal to between
0% and 40% of base salary. This bonus is divided into quantitative and
qualitative components. In the quantitative component, the CEO will earn between
0% and 25% of base salary, depending on the Company's 1997 earnings-per-share
performance. The balance of Mr. Wolf's bonus, if any, will be determined by the
Committee based upon his achieving qualitative objectives.
Other executive officers (excluding one paid on a commission basis) are
also eligible for annual incentive bonuses of up to 60% of base salary (up to 5%
for the executive officer paid on a commission basis), as determined by
earnings-per-share performance, division operating income, and achievement of
specified qualitative objectives.
Stock Option Program
The Company's 1987 Stock Option Plan has played an important role in the
Company's efforts to attract and retain key employees and to furnish additional
incentives to employees by encouraging them to become stockholders in the
Company. In granting options, the Committee has sought to have significant
employee participation. Therefore, during 1996 the Committee granted option
awards of 126,900 stock options to 47 employees. In addition to the stock
options, discussed above, that were granted to Mr. Wolf in lieu of 1994 and 1995
cash bonuses, Mr. Wolf received a regular stock option award in 1996 for 23,400
shares. This regular stock options award is significantly smaller than
competitive awards to CEOs of similar-sized companies.
In general, the options vest at the rate of one-third of the award per
year, starting one year from the date of grant. The exercise price equals the
fair market value of a share of Common Stock on the date of grant. Currently,
outstanding options have exercise prices ranging from $3.50 to $10.375. The
Committee intends to continue to approve additional grants on an annual basis.
If the 1997 Stock Option Plan is approved by stockholders and the Committee
administers that plan, the Committee anticipates continuing the above policies
applicable to the 1987 Stock Option Plan in administering the 1997 Stock Option
Plan.
Employment Agreements
The Company has entered into employment agreements with six current
executive officers, including Mr. Wolf. Mr. Wolf's agreement lasts for three
years; all others last for one year. All agreements renew automatically at the
end of the period, in the absence of specified advance notice of intention not
to renew. See "Compensation and Other Information Concerning
Officers--Employment Agreements." The objectives of these agreements, including
the one with Mr. Wolf, are two-fold:
* To ensure the Company of consistency of leadership and the retention of a
qualified management team.
* To foster a spirit of employment security among Mr. Wolf and the
management team, thereby encouraging decisions that will benefit long-term
stockholders.
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<PAGE>
The Committee (and subsequently the Board) approved the three-year
agreement with Mr. Wolf in recognition of the centrality of his leadership to
the continued long-term success of the Company.
Joseph R. Rosetti
Stephen Sadove
Marvin Schiller
Members of the Compensation Committee
PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Common Stock of the Company for the last five fiscal years with the cumulative
total return over the same period on the NASDAQ Market Index and an index of
peer companies in the food business selected by the Company (assuming the
investment of $100 in the Company's Common Stock, the NASDAQ Market Index and
the peer group). The peer group is as follows: Chock Full O'Nuts Corporation,
Dean Foods Co., Dreyer's Grand Ice Cream, Inc., Farmer Bros. Co., Golden
Enterprises Inc., J&J Snack Foods Corp., Lancaster Colony Corp., Lance, Inc.,
Savannah Foods & Industries, Inc., J.M. Smucker Co., Stokely USA, Inc., Tasty
Baking Co., TCBY Enterprises Inc., Tootsie Roll Industries, Inc., United Foods,
Inc. and Universal Foods Corp.
[The following table is inserted for purposes of EDGAR filing.]
<TABLE>
<S> <C> <C> <C> <C> <C>
FISCAL YEAR ENDING
COMPANY 1991 1992 1993 1994 1995 1996
Alpine Lace Brands, Inc. 100 66.67 68.52 51.85 140.74 77.78
Peer Group 100 97.40 103.28 93.40 103.91 109.93
Broad Market 100 100.98 121.13 127.17 164.96 204.98
</TABLE>
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<PAGE>
CERTAIN TRANSACTIONS
Market Finders Brokerage, Inc.
Market Finders Brokerage, Inc. ("Market Finders") is a food brokerage
company organized in 1977 by Mr. and Mrs. Wolf. Mr. Wolf served as the President
and was sole stockholder of Market Finders from 1977 until December 1985, at
which time he resigned his position and transferred his stock in Market Finders
to Mrs. Wolf, who succeeded him as President. In May, 1990 Market Finders sold
the commission brokerage portion of its business to an unrelated party, but the
sale provided for Mrs. Wolf to receive a percentage royalty (subject to a
specified minimum and maximum) based on commissions generated by Market Finders.
Effective April 1, 1993 and again in 1995, the commission brokerage business was
resold to new owners, and Mrs. Wolf's percentage royalty arrangements were
renegotiated, including a new provision for reduction of Mrs. Wolf's royalty in
the event the Company ceases doing business with the new purchaser.
The Company continues to use the services of the purchasers of Market
Finders' commission brokerage business. During 1996 sales agency fees and
commissions paid by the Company to the purchaser aggregated $215,951.
Market Finders, which is still owned by Mrs. Wolf, continues to engage in
certain import quota transactions with the Company. During 1996, purchases by
the Company from Market Finders aggregated $539,181.
Herbloc, Inc.
In December, 1991, MCT Dairies, Inc., a wholly owned subsidiary of the
Company, made an unsecured loan to Kenneth E. Meyers, the President of MCT, in
the amount of $65,000 in order to finance the purchase by Mr. Meyers of all of
the outstanding stock of Herbloc, Inc. ("Herbloc"), a California corporation.
The loan bore interest at the rate of 11% per annum, compounded quarterly, and
was repayable over five years in 20 equal installments of principal, plus
accrued interest. The loan was repaid in full on December 31, 1996.
At the time of Mr. Meyers' purchase of the stock of Herbloc in December,
1991, the Company entered into a five-year supply agreement with Herbloc, which
was renewed, at the Company's option, in December 1996 for an additional five
years, pursuant to which Herbloc has agreed to sell to the Company all cheese
and cheese products imported by Herbloc pursuant to its import quotas. The
Company has agreed to pay Herbloc (a) the cost of the imported cheese and cheese
products plus all direct costs related to the importation of quota cheese, (b) a
mark-up during the initial term of $0.0984 per pound of quota cheese imported
under Herbloc's historical and non-historical import quotas, plus $0.015 per
pound of quota cheese imported by Herbloc under any supplementary import quotas,
but not less than $18,000 per year of mark-ups during the initial term, and
during the renewal term a mark-up of $0.035 per pound of quota cheese imported
by Herbloc under any quotas, and (c) the amount paid by Herbloc to the U.S.
Department of Agriculture each year for license fees. The supply agreement
guarantees that each year the Company will either purchase at least 86% of
Herbloc's "quota share" for cheese and cheese products, or the Company will
notify Herbloc by September 15 of such year of the amount of each "quota share"
which the Company does not plan to purchase during the remainder of such year.
During 1996, the Company had aggregate purchases from Herbloc of $716,415
and the Company had aggregate sales to Herbloc of $43,723.
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<PAGE>
STOCKHOLDERS' PROPOSAL
A stockholder proposal intended to be presented at the Company's 1998
Annual Meeting of Stockholders must be received by the Company as soon as
practicable, but in any event on or before February 20, 1998, in order to be
included in the Company's proxy statement and form of proxy relating to that
Meeting.
KENNETH E. MEYERS
Secretary
May 21, 1997
STOCKHOLDERS WHO DO NOT EXPECT TO BE PERSONALLY PRESENT AT THE MEETING AND
WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
THE COMPANY'S TRANSFER AGENT, TO BE RECEIVED NO LATER THAN JUNE 13, 1997.
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<PAGE>
EXHIBIT A
ALPINE LACE BRANDS, INC.
1997 STOCK OPTION PLAN
1. PURPOSE
The purpose of the 1997 Stock Option Plan is to advance the interests of
Alpine Lace Brands, Inc. and its stockholders by enhancing the ability of Alpine
Lace Brands, Inc. and its subsidiaries to attract and retain employees and
directors and to furnish additional incentives to such persons by encouraging
them to become owners of Common Stock.
1. DEFINITIONS
2.1 "Cause" means (a) conviction of any crime (whether or not involving the
Company) constituting a felony in the jurisdiction involved; (b) engaging in any
substantiated act involving moral turpitude; (c) engaging in any act which
subjects, or if generally known would subject, the Company to public ridicule or
embarrassment; (d) material violation of the Company's policies; or (e) serious
neglect or misconduct in the performance of the Optionee's duties for the
Company or a subsidiary or willful or repeated failure or refusal to perform
such duties.
2.2 "Change in Control" shall have the meaning set forth in Section 15.3
(c).
2.3 "Committee" shall have the meaning set forth in Section 5.
2.4 "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder. Any reference in this Plan to a
section of the Code or to any rule or regulation promulgated thereunder shall
include any amendment of such section, rule or regulation or any successor or
substituted section or regulation, as the case may be.
2.5 "Company" means Alpine Lace Brands, Inc., a Delaware corporation.
2.6 "Director" shall have the meaning set forth in Section 4.1.
2.7 "Fair Market Value", when used in connection with Shares on a certain
date, means the reported closing bid price per Share (if then traded in the
over-the-counter market other than on the National Market System of the National
Association of Securities Dealers Automated Quotations System ("NASDAQ")) or the
reported closing price per Share (if then traded on NASDAQ's National Market
System or on a national securities exchange) on the day prior to such date or,
if there was no such price reported for such date, on the next preceding date
for which such price was reported. If Shares are not traded so that a price can
be determined in accordance with the preceding sentence, the Committee may
establish Fair Market Value by any fair and equitable means.
2.8 "Incentive Stock Option" means a Stock Option that is intended to
qualify as an "incentive stock option" pursuant to Sections 421 and 422 of the
Code.
2.9 "Optionee" means a person to whom a Stock Option has been granted, or,
where applicable, such person's legal representative.
<PAGE>
2.10 "Permanent Disability" means the inability of the Optionee to perform
the duties performed just prior to the onset of the disability for a period of
six-months. In the case of an Incentive Stock Option, Permanent Disability shall
have the meaning set forth in Section 422 (c)(7) of the Code.
2.11 "Plan" means this 1997 Stock Option Plan.
2.12 "Reserved Shares" shall have the meaning set forth in Section 3.
2.13 "Shares" means shares of Common Stock of the Company, par value $.01
each, subject to adjustment authorized by Section 15 hereof.
2.14 "Stock Option" means an option for Shares granted under the Plan,
including an Incentive Stock Option.
2.15 "Stock Option Agreement" shall have the meaning set forth in
Section 8.
2.16 "1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder. Any reference in this Plan to
a section of the 1934 Act or to any rule or regulation promulgated thereunder
shall include any amendment of such section, rule or regulation or any successor
or substituted section or regulation, as the case may be.
3. SHARES SUBJECT TO THE PLAN
Subject to adjustments authorized by Section 15 hereof, no more than
1,500,000 Shares (the "Reserved Shares") may be issued pursuant to the Plan. The
number of Reserved Shares shall be reduced by the number of Shares subject to
outstanding Stock Options and the number of Shares issued upon the exercise of
Stock Options and shall be increased by the number of shares not purchased under
Stock Options which have expired or have been terminated or canceled. Shares
issued under the Plan may be authorized but unissued shares of the Company's
Common Stock or Shares held in treasury or a combination thereof.
4. ELIGIBILITY AND LIMITATIONS
4.1 Eligible Participants. Subject to the other terms and conditions of the
Plan, any employee of the Company or any subsidiary thereof, including officers,
selected by the Committee in its sole discretion, and any director, whether or
not an employee, of the Company or any subsidiary thereof (a "Director") shall
be eligible to receive Stock Options.
4.2 No Right of Employment. Nothing in the Plan or in any Stock Option
Agreement shall confer any right on an employee or Director to continue as an
employee or Director of the Company or any subsidiary or shall interfere in any
way with any right of the Company or any subsidiary to terminate such employee's
or Director's status as such at any time.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee of the Board of Directors
(the "Committee") consisting of not less than three directors who are both (i)
"non-employee directors" as specified by Rule 16b-3 (b)(3)(i) promulgated under
the 1934 Act and (ii) "outside directors" as required by the Internal Revenue
Service regulations promulgated under Section 162 (m) of the Code. The Committee
shall have full power to construe and interpret the Plan, to establish rules and
regulations for its administration and, subject to Sections 6 and 7, to grant
Stock Options. The Committee's determinations under the Plan need not be uniform
and may be made by it selectively among
<PAGE>
persons who receive, or are eligible to receive, awards under the Plan
(whether or not such persons are similarly situated). The Board of Director may,
at any time, take any action under the Plan that the Committee is authorized to
take. All actions taken and decisions made by the Committee or by the Board of
Directors pursuant to the Plan shall be binding and conclusive on all persons.
6. GRANT OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS
6.1 Grant on Becoming a Director. Each person who is not an employee of the
Company or any subsidiary and who becomes a Director of the Company after the
effective date of the Plan shall automatically receive a Stock Option to
purchase 6,600 Shares at an option price per Share equal to the Fair Market
Value on the day such Director is elected to the Board of Directors of the
Company.
6.2 Annual Grant. Each Director of the Company who is not also an employee
of the Company or any subsidiary thereof shall automatically receive, on the
first business day of November in each year after the effective date of the
Plan, a Stock Option to purchase 6,600 Shares at an option price per Share equal
to the then Fair Market Value.
6.3 Vesting. All of the Stock Options granted under Sections 6.1 and 6.2
shall vest one third per year for three years so that one third vest on the
first anniversary of the date of grant, the second one third vest on the second
anniversary of the date of grant, and the last one third vest on the third
anniversary of the date of grant. All such Stock Options shall expire on the
date 10 years after the date of grant.
6.4 Additional Grants. Nothing contained in this Section 6 shall preclude
grants of additional Stock Options to any Director who is not an employee of the
Company or any subsidiary by the Board of Directors pursuant to the Plan or
grants of stock options or any other benefit under any other plan or program of
the Company.
6.5 Other Terms Applicable. All of the Stock Options granted under this
Section 6 will be subject to the other terms and conditions of the Plan
including the provisions regarding termination and the provisions for adjusting
the number of Shares subject to a Stock Option grant in accordance with Section
15. In the event that an adjustment is made pursuant to Section 15, the
adjustment made in regards to any grant of Stock Options to a Director under
this Section 6 shall be of the same kind and in the same proportion as
adjustments made in regards to any grants of Stock Options to employees.
7. GRANTS OF STOCK OPTIONS TO EMPLOYEES
Stock Options may be granted to eligible employees at such times, in such
amounts and on such terms and conditions and may or may not be Incentive Stock
Options, all as the Committee may determine, in its sole discretion, subject to
the terms and conditions of the Plan and to the following:
7.1 Time of Exercise. A Stock Option grant may contain such waiting
periods, vesting provisions, restrictions on exercise and term as may be
determined by the Committee at the time of grant; provided, however, that in no
case shall any Incentive Stock Option be exercisable for a period exceeding ten
years.
7.2 Purchase Price. The option price per share of Shares deliverable upon
the exercise of a Stock Option shall be determined by the Committee at the time
of grant; provided, however, that the option price for any Incentive Stock
Option shall not be less than 100% of the Fair Market Value on the date the
Stock Option is granted.
7.3 Number of Shares. The maximum number of Shares that may be subject to
Stock Options granted under the Plan to any individual in any calendar year
shall not exceed 75, 000, and the method of
<PAGE>
counting such Shares shall conform to any requirements applicable to
performance-based compensation under Section 162 (m) of the Code.
7.4 Special Limitation on Incentive Stock Options. The aggregate fair
market value (determined at the time the Option is granted) of all Shares with
respect to which Incentive Stock Options granted to an Optionee are exercisable
for the first time by such Optionee during any calendar year shall not exceed
$100,000.
7.5 Special Limitations on Incentive Stock Options Granted to 10%
Stockholders. In the event that an Optionee also owns 10% or more of the
outstanding Shares, an Incentive Stock Option may be granted to such Optionee
only if the exercise price for such options is equal to 110% of the Fair Market
Value on the date the Stock Option is granted and such Option expires 5 years
after the date of grant. Share ownership shall be determined in accordance with
Section 424 (d) of the Code.
8. STOCK OPTION AGREEMENTS
Every grant of a Stock Option under the Plan, whether made to an employee
or to a non-employee Director, shall be evidenced by a written agreement
containing the terms and conditions of the grant and having such other terms and
in such form as shall be determined from time to time by the Committee (a "Stock
Option Agreement").
9. EXERCISE OF STOCK OPTIONS AND METHOD OF PAYMENT
Stock Options shall be exercised by (i) giving written notice thereof to
the Company's Secretary or its Vice President - Finance, or their functional
successors in the Company's plan of organization and (ii) paying the exercise
price. Payment shall be made in cash or, if approved by the Committee, by the
surrender to the Company of outstanding Shares or a combination of cash and
Shares. Any Shares so surrendered shall be valued at the Fair Market Value on
the date on which such Shares are surrendered and, if acquired pursuant to the
exercise of a stock option, must have been held by the Optionee for a period of
not less than 6 months. In addition to the foregoing, payment may be made by
such other method as the Committee may, in its sole discretion, determine from
time to time.
10. TERMINATION OF EMPLOYMENT OR STATUS AS A DIRECTOR.
10.1 General. Subject to the other provision of this Section 10, any Stock
Option granted under the Plan will terminate and all rights in relation thereto
will cease upon the termination of an Optionee's employment or status as a
Director.
10.2 Involuntary Termination. If an Optionee's employment or status as a
Director is terminated by the Company without Cause and involuntarily on the
part of the Optionee, then any Stock Option granted under the Plan will no
longer vest, but the right to exercise the vested portion of the Stock Option
will terminate and all rights in relation thereto will cease 180 days after the
date of termination or, in the case of an Incentive Stock Option 90 days after
the date of termination.
10.3 Retirement. If an Optionee's employment or status as a Director
terminates as a result of retirement at age 65 or early retirement prior to age
65 with the approval of the Committee, then any Stock Option granted under the
Plan will no longer vest, but the right to exercise the vested portion of the
Stock Option will terminate and all rights in relation thereto will cease 180
days after the date of retirement or, in the case of an Incentive Stock Option
90 days after the date of termination.
<PAGE>
10.4 Disability. If an Optionee's employment or status as a Director
terminates as a result of a Permanent Disability, then any Stock Option granted
under the Plan will no longer vest, but the right to exercise the vested portion
of the Stock Option will terminate and all rights in relation thereto will cease
180 days after the date of termination.
10.5 Death. If an Optionee dies while an employee or Director or during any
180 day or 90 day period provided for in Sections 10.2, 10.3 or 10.4, then any
Stock Option granted under the Plan will no longer vest, but the right to
exercise the vested portion of the Stock Option will terminate and all rights in
relation thereto will cease one (1) year after the date of death.
10.6 Other. The Committee, at any time, may establish such other periods
during which an Optionee whose status as an employee or Director terminates for
any reason (including those set forth above) may exercise a Stock Option granted
under the Plan; provided, however, that any such period shall be subject to the
regulations promulgated under the Code to the extent applicable; any period so
established by the Committee shall not exceed twelve months; and the Committee
may not shorten any period established in relation to a Stock Option after the
date of grant of such Stock Option. Subject to the regulations promulgated under
the Code, the Committee may provide for the tolling of an exercise period after
termination if the Optionee, after such termination, provides services to the
Company or any of its subsidiaries as an employee, officer, director or
independent contractor. The Committee, at any time, may also determine whether
and to what extent a Stock Option will continue to vest during any period set
forth in Sections 10.2 through 10.5 or during any other period established under
this Section 10.6.
10.7 Limitation on Extended Exercise Periods. Notwithstanding anything in
the Plan or this Section 10 to the contrary, no Stock Option shall be
exercisable after the date it expires by its terms.
11. REPURCHASE OF STOCK OPTIONS
At the discretion of the Committee, the Company may repurchase a previously
granted Stock Option, in whole or in part, from an Optionee by mutual agreement
with such Optionee before said Stock Option has been exercised; provided,
however, that the amount paid to the Optionee shall not exceed the amount by
which the Fair Market Value of the Shares subject to the Stock Option to be
repurchased at the time of such repurchase exceeds the exercise price of such
Shares.
12. LISTING AND REGISTRATION
Each Stock Option granted under the Plan shall be subject to the
requirement that, if at any time the Board of Directors of the Company shall
determine, in its sole discretion, that the listing, registration or
qualification of Shares subject to such Stock Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Stock Option or the issue or purchase of
Shares thereunder, no such Stock Option may be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board of
Directors.
13. WITHHOLDING
Prior to the delivery of any Shares upon exercise of a Stock Option, the
Company shall have the right to deduct from any amount payable in cash, to
withhold Shares having a Fair Market Value equal to, or to require the Optionee
to pay, any taxes required by law to be withheld (or to allow the Company to
claim an income tax deduction) with respect to the delivery of such Shares.
<PAGE>
14. NON-TRANSFERABILITY OF STOCK OPTIONS
Stock Options granted under the Plan may not be transferred, assigned or
hypothecated by an Optionee other than by will, by the laws of descent and
distribution. During the Optionee's lifetime, Stock Options shall be exercised
only by such Optionee or such Optionee's guardian or legal representative.
15. ADJUSTMENTS IN THE EVENT OF CHANGES IN CAPITAL STRUCTURE,
REORGANIZATION OR CHANGE IN CONTROL
15.1 Changes in Capital Structure. In the event of a change in the
corporate structure or Shares of the Company, the Board of Directors (subject to
any required action by the stockholders and upon the recommendation of the
Committee) shall make such equitable adjustments, so long as it protects
Optionees against dilution, as it may deem appropriate in the number and kind of
Reserved Shares and, with respect to outstanding Stock Options, in the number
and kind of Shares subject thereto and in the exercise price of such Stock
Options. For the purpose of this Section, a change in the corporate structure or
Shares of the Company shall include, but is not limited to, changes resulting
from a recapitalization, stock split, reverse stock split, stock dividend or
rights offering.
15.2 Reorganization, etc. At the time of the dissolution or liquidation of
the Company or of a reorganization, merger or consolidation of the Company with
one or more corporations or of a transfer of substantially all of the property
or assets of the Company to another person or entity not controlled by the
Company's stockholders just prior to such transfer (referred to for purposes of
this Section 15.2 as a "Corporate Transfer"), (i) all Stock Options outstanding
under the Plan will vest; (ii) each Optionee may exercise any or all such vested
Stock Options and receive upon exercise (and payment of the exercise price) such
securities, notes or other property (including cash or cash net of the exercise
price) that would have been received had the Optionee held the equivalent number
of Shares at the time of the Corporate Transfer; and (iii) any Stock Options
that the Optionee elects not to exercise will terminate; provided, however, that
the Committee may, in its sole discretion, determine that adequate provision has
been made in connection with such Corporate Transaction for the continuation or
assumption of the Stock Options or for the substitution of new options covering
the shares of a successor employer corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
price per share, in which event the Stock Options previously granted or new
options substituted therefore shall continue in the manner and under the terms
so provided.
15.3 Change in Control. (a) Unless provided by the Committee in any Stock
Option Agreement, in the event of a Change in Control, as defined below, of the
Company and, within 1 year thereafter, the termination of an Optionee's
employment or status as a Director by the Company for any reason other than
Cause, retirement, Permanent Disability or death or the termination of
employment or status as a Director by the Optionee due to a detrimental change
in responsibilities or a reduction in compensation or benefits, (i) all Stock
Options granted to the Optionee under the Plan and outstanding at the time of
termination will vest upon termination; (ii) such Optionee may exercise any or
all such vested Stock Options within 30 days of termination; and (iii) any Stock
Options that the Optionee elects not to exercise will terminate at the end of
such 30-day period.
(b) In the event of a Change in Control, as defined below, of the Company,
the Committee may, in its sole discretion, amend any outstanding Stock Option
Agreement in such manner as it may deem appropriate, including, without
limitation, an amendment that advances the dates upon which any or all
outstanding Stock Options vest, and may make any such amendment conditional upon
the consummation of the applicable Change in Control transaction.
(c) For purposes of this Section 15.3, a "Change in Control" shall mean
that:
(i) any "person," as such term is used in Sections 13(d) and 14 (d) of the
1934 Act (other than the Company or any 80% owned subsidiary of the Company; any
trustee or other fiduciary holding securities
<PAGE>
under an employee benefit plan of the Company; any company owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company; or any stockholder of
the Company who, just prior to the effective date of the Plan, owned 25% or more
of the stock of the Company or any company or other entity owned, directly or
indirectly, in whole or substantial part, by such stockholder) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities; or
(ii) during any period of 24 consecutive months, individuals who at the
effective date of this Plan constitute the Board of Directors of the Company and
any new director (other than a director designated by a person who has entered
or subsequently enters into an agreement with the Company to effect a
transaction described in clause (i) of this Section 15.3 (c)) whose election by
the Board of Directors or nomination for election by the Company stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the effective date of the Plan or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board of Directors.
15.4 Other. Notwithstanding anything to the contrary contained in this
Section 15, no Stock Option shall be exercisable after the date it expires by
its terms.
16. RIGHTS AS STOCKHOLDERS
An Optionee shall have no rights whatsoever as a stockholder of the Company
with respect to any Shares subject to a Stock Option until such Stock Option has
been exercised, the exercise price and any required withholding has been paid in
full and the Shares subject to such Stock Option have been issued.
17. AMENDMENT
The Company's Board of Directors, upon recommendation of the Committee,
shall have the power to amend or revise the terms of the Plan or any part
thereof (including, but not limited to, amending or revising the Plan to conform
to the requirements of the Code governing the tax treatment of stock options now
or hereafter in effect), without further action of the stockholders; provided,
however, that no such amendment or revision shall materially impair or restrict
any rights under any outstanding unexercised Stock Option without the written
consent of the holder of such Stock Option; and provided, further, that no such
amendment or revision shall, without stockholder approval, increase the total
number of the Reserved Shares.
18. EFFECTIVE DATE AND TERMINATION OF PLAN
18.1 Effective Date. The effective date of the Plan shall be June 20, 1997.
18.2 Termination. The Board of Directors may terminate the Plan at any time
with respect to any Shares that are not subject to Stock Options. Unless
terminated earlier by the Board of Directors, the Plan shall terminate ten years
after the effective date and no Stock Options shall be granted under the Plan
after such date. Termination of the Plan under this Section 18 will not affect
the rights and obligations of any Optionee with respect to Stock Options granted
prior to termination.
<PAGE>
APPENDIX
ALPINE LACE BRANDS, INC.
111 Dunnell Road
Maplewood, New Jersey 07040
PROXY
This Proxy is Solicited on behalf of the Board of Directors
The undersigned hereby appoints Carl T. Wolf and Kenneth E. Meyers as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated below, all the shares of common stock of
Alpine lace Brands, Inc. held of record by the undersigned on May 9, 1997 at the
Annual Meeting of Stockholders to be held on June 20, 1997 or any adjournment
thereof.
1. ELECTION OF DIRECTORS |_| FOR all nominees listed below
|_| WITHHOLD AUTHORITY to vote
vote for all nominees listed below
(Instructions: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list below)
Carl T. Wolf Richard S. Hickok Marvin Schiller
Marion T. Wolf Howard M. Lorber John M. Small
Richard Cheney Joseph R. Rosetti
2. TO APPROVE THE ADOPTION OF THE ALPINE LACE
BRANDS, INC. 1997 STOCK OPTION PLAN.
|_| FOR
|_| AGAINST
|_| ABSTAIN
3. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF GRANT
THORNTON LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTS FOR 1997
|_| FOR
|_| AGAINST
|_| ABSTAIN
4. TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY TO CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, THE COMPANY'S TRANSFER AGENT, TO BE RECEIVED NO LATER THAN JUNE
13, 1997.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. (IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3).
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please provide the full name of the
corporation and the signature of the authorized officer signing on its behalf.
Dated , 1997
Name of Corporation (if applicable):
(By)
Signature
(By)
Signature
