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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
RADVA CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RADVA CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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RADVA CORPORATION
Drawer 2900 First Street Station
Radford, Virginia 24143
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1997
-------------------------
The annual meeting of stockholders of RADVA Corporation will
be held at 10:30 a.m. on April 16, 1997 at the Company's plant at 604 17th.
St., Radford, Virginia, for the following purposes:
1) to elect seven (6) directors for a term of one year;
2) to transact such other business as may properly come
before the meeting.
The close of business on February 25, 1997 has been fixed as
the record date for the annual meeting. All stockholders of record as of that
date are entitled to notice of and to vote at the meeting and any adjournment
thereof.
BY ORDER OF THE
BOARD OF DIRECTORS
James M. Hylton
Secretary
PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY. YOU MAY WITHDRAW THE PROXY AT
ANY TIME BEFORE YOUR SHARES ARE VOTED AND MAY VOTE YOUR SHARES IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE> 3
RADVA CORPORATION
Drawer 2900 First Street Station
Radford, Virginia 24143
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1997
The enclosed proxy is solicited by and on behalf of the board of
directors (the "Board of Directors") of RADVA Corporation (the "Company") for
use at the annual meeting of stockholders of the Company to be held on April
16, 1997, and any adjournment thereof, for the purposes set forth in this proxy
statement and in the attached notice of the annual meeting. If sufficient
proxies are not returned in response to this solicitation, supplementary
solicitations may be made by mail or by telephone or personal interview by
directors, officers, and regular employees of the Company, none of whom will
receive additional compensation for these services. The costs of solicitation
will be borne by the Company, which will reimburse banks, brokerage firms, and
other custodians, nominees, and fiduciaries for reasonable out-of-pocket
expenses incurred by them in forwarding proxy materials to the beneficial
owners of stock held by them.
The stock represented by properly executed proxies received by the
Company and not revoked will be voted for the election of the directors
nominated unless the stockholder directs otherwise in the proxy, in which event
such stock will be voted in accordance with such directions. A proxy may be
revoked at any time before the stock to which it relates is voted either by
written notice (which may be in the form of a substitute proxy delivered to the
secretary of the meeting) or by attending the meeting and voting in person.
The Board of Directors has fixed the close of business on February 25,
1997, as the record date for the determination of stockholders entitled to
notice of and to vote at the annual meeting and any adjournment thereof. Each
holder of record of the Company's common stock, par value $.01 per share, (the
"Common Stock") on the record date will be entitled to one vote for each share
of the Common Stock registered in his name. As of the close of business on the
record date, 4,104,727 shares of the Common Stock were outstanding and entitled
to vote at the annual meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of March 19,
1997, as to the beneficial ownership of the Common Stock by the Company's
directors individually and its officers and directors as a group and by persons
known to the Company to be beneficial owners of more than 5% of the Common
Stock.
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<PAGE> 4
<TABLE>
<CAPTION>
Name of Share Beneficially Percent
Beneficial Owner Owned (1) of Class
- ---------------- ------------------ --------
<S> <C> <C>
Luther I. Dickens 1,106,120 (2) (3) (5) 26.95%
James M. Hylton 749,620 (2) (4) (6) 18.26%
Rush G. Allen 81,620 1.99%
J. Granger Macfarlane 101,000 (7) 2.46%
David B. Kinney 102,000 2.48%
William H. Wilson 188,667 4.59%
All directors and officers
as a group (8 persons) 2,378,777 (8) 57.95%
</TABLE>
- --------------------------
(1) Except as described in footnotes (2) through (7) below, each
stockholder has sole voting power and sole investment power with respect to the
shares set forth opposite his name.
(2) Includes 61,700 of 123,400 shares owned by Jalu Company, a
partnership in which Mr. Dickens and Dr. Hylton are general partners. Mr.
Dickens and Dr. Hylton share voting and investment power with respect to all
shares held by the partnership.
(3) Includes 2,000 of 20,000 shares owned by HDH Partnership, a
partnership in which Mr. Dickens and Dr. Hylton are partners.
(4) Includes 18,000 of 20,000 shares owned by HDH Partnership, a
partnership in which Mr. Dickens and Dr. Hylton are partners.
(5) Includes 109,500 shares owned by Mr. Dickens' wife. Mr. Dickens
may be deemed to share voting and investment power with respect to such shares.
(6) Includes 5,000 shares owned by Pulaski Medical Services, Inc., a
company in which Dr. Hylton is a majority stockholder and also includes 6,000
shares owned by Dr. Hylton's wife.
(7) Includes 7,000 shares owned by Mr. Macfarlane's wife. Mr.
Macfarlane may be deemed to share voting and investment power with respect to
the shares owned by his wife.
(8) Includes the shares discussed in footnotes (2) through (7) above.
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<PAGE> 5
ELECTION OF DIRECTORS
Action will be taken at the annual meeting to elect seven (7)
individuals to serve as directors of the Company. Unless otherwise directed on
the proxy, shares represented by a proxy solicited by the Board of Directors
will be voted in favor of the election as directors of all of the nominees
named below. Each of the nominees has consented to being named as a nominee in
this proxy statement and has agreed to serve on the Board of Directors if
elected. If a nominee is unable to stand for election for any reason, shares
represented by a proxy solicited by the Board of Directors may be voted for a
substitute nominee designated by the Board of Directors. The persons elected as
directors will hold office until the next annual meeting of stockholders and
until their successors are duly elected and qualified.
The following table sets forth certain information as to the persons
nominated by the Board of Directors for election as directors.
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
Luther I. Dickens 64 1962
James M. Hylton 63 1966
Rush G. Allen 70 1969
J. Granger Macfarlane 67 1977
David B. Kinney 76 1990
William H. Wilson 45 1996
</TABLE>
Luther I. Dickens has been President of the Company since 1965 and
serves on the Executive Committee of the Board of Directors. He holds a B.S.
degree from the University of Richmond and has completed the small company
management program at Harvard Business School. Mr. Dickens is Mr. Allen's
nephew.
James M. Hylton, M.D., has been Secretary and Treasurer of the Company
since 1969 and serves on the Executive Committee of the Board of Directors. He
is a practicing family physician in Pulaski, Virginia. Dr. Hylton holds a B.S.
degree from VPI and an M.D. degree from the University of Virginia.
Rush G. Allen retired in 1990. From 1984 to 1990 Mr. Allen was Vice
President of L & A Mechanical Contractors, Inc., a privately-owned mechanical
contracting firm. He served as Vice President of System Contractors, a
privately-owned contracting company, from 1979 to 1984. Mr. Allen is Mr.
Dickens' uncle.
J. Granger Macfarlane has been President of Eastern Motor Inns, Inc.,
a company which owns and operates motor hotels, since 1971. Mr. Macfarlane
holds a B.A. degree from Duke University.
David B. Kinney, investor, is the managing partner of KINCO, an
investment company. He holds a B.A. degree from Alma College and a J.D. degree
from George Washington University.
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<PAGE> 6
William H. Wilson founded Pioneer/Eclipse Corporation which was listed
by Inc. Magazine as one of the fastest growing, privately held, companies in
the United States during the years 1984-1987. Mr. Wilson received the Small
Business Person of the Year award for 1987. In February of 1996, Wilson
resigned as president of Pioneer/Eclipse Corporation to pursue active
participation in his newly formed company, Global Syn-Tek Corporation. Wilson
remains a member of the Board of Directors at Pioneer/Eclipse. Global Syn-Tek
(short for "synergistic technologies") is a holding company for a conglomerate
of businesses in which Wilson owns an interest. He acts as President and CEO.
The company has offices in Paris, Germany, Switzerland, Sweden, and Canada.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held two meetings during the fiscal year ended
December 31, 1995. Each incumbent director attended during that year 75% or
more of the aggregate of (1) the total number of meetings of the Board of
Directors (held during the period he was a director) and (2) the total number
of meetings of each committee of the Board of Directors (held during the period
he served on such committee). The Company does not have standing audit,
compensation, or nominating committees or committees performing similar
functions.
CASH COMPENSATION
The Company pays to each director who is not a Company employee a fee
of $250 for each board meeting attended and reimburses each director for travel
and lodging expenses incurred in connection with meeting attendance. Dr. Hylton
receives $250 per month for serving on the Executive Committee.
The following table sets forth the cash compensation paid by the
Company for services rendered during the fiscal year ended December 31, 1995,
to the executive officers of the Company whose aggregate cash compensation
exceeded $60,000 and to all executive officers to the Company as a group.
<TABLE>
<CAPTION>
Name of individual Capacities in
or number in group which served Cash Compensation
- ------------------ ------------ -----------------
<S> <C> <C>
Luther I. Dickens President $ 129,384
All executive officers
as a group (3 persons) 259,673
</TABLE>
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<PAGE> 7
COMPENSATION PLANS
The Company sponsors a number of bonus arrangements pursuant to which
certain executive officers and employees of the Company may receive cash
bonuses. Mr. Dickens receives an annual cash bonus equal to 4% of the net
pre-tax earnings of the Company in excess of $100,000. In addition, certain
executive officers other than Mr. Dickens and certain operating managers
receive annual cash bonuses based on a percentage of the net pre-tax earnings
of the operating divisions or plants for which such persons are responsible.
The Company sponsors a 401K plan which provides eligible employees with
benefits. All employees of the Company who have completed one year of service
and have attained the age of 21 are eligible to participate. The Company will
match 25% of employees salary deferrals limited to contributions up to 4% of
their annual gross earnings. Therefore the company's contributions are limited
to 1% of employee's gross earnings.
Benefits upon a break in service are vested based upon a percentage of
the participant's account increasing from 10% for one year of service to 100%
for seven years of service. A participant is credited with a year of service
for each year during which the participant is credited with having worked at
least 1,000 hours. A participant with fewer than 500 hours of service in a year
is deemed to have had a one year break in service. The non-vested portion of
the account of a participant with a break in service is forfeited and allocated
to the accounts of the remaining participants in proportion to their
compensation. Voluntary contributions by participants are not subject to the
vesting requirements and are returned upon the occurrence of any event
requiring payment of vested Company contributions. The amount of the Company
contributions and the forfeitures allocated to a participant's account in a
year may not exceed the limits upon annual additions to qualified plans imposed
by Section 415 of the Internal Revenue Code of 1986.
The 401K contributions are invested with The Principal Financial
Group. The plan is administered by an administrative committee comprised of
Mr. Dickens and two other employees of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Custom Mold Division is located in space that is leased
from a partnership in which Mr. Dickens and Dr. Hylton are general partners.
The lease is on a month-to-month basis and requires monthly rental payments of
$1,000. In addition, the Company rents office space from a partnership in which
Mr. Dickens and Dr. Hylton have an interest for $3,700 per month. The Company
believes that the terms of these two arrangements are fair and reasonable to
the Company, as tenant, are generally comparable to the terms of similar
properties in the same general location, and are as favorable to the Company as
if entered into with an unaffiliated party.
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<PAGE> 8
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the annual meeting. If any other matters are properly presented, however, the
persons named in the enclosed proxy intend to vote the shares represented by
such proxy in accordance with their best judgement.
STOCKHOLDER PROPOSALS
The stockholders may present proposals for consideration at the 1995
annual meeting of stockholders to the Company for inclusion in its proxy
materials for such meeting. Any such proposal should be submitted in writing in
accordance with Securities and Exchange Commission rules to RADVA Corporation,
Drawer 2900 First Street Station, Radford, Virginia 24143 (Attention: James M.
Hylton, Secretary), and must be received a reasonable time before proxies are
solicited for the 1996 annual meeting to be included in the annual meeting
proxy materials.
FURTHER INFORMATION
The Company will provide without charge to each person from whom a
proxy is solicited by the Board of Directors, upon the written request of such
person, a copy of the Company's annual report on Form 10-K, including the
financial statements and schedules thereto, filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 for the
Company's fiscal year ended December 31, 1994. Such written request should be
sent to RADVA Corporation, Drawer 2900 First Street Station, Radford, Virginia
24143 (Attention: James M. Hylton, Secretary).
BY ORDER OF THE
BOARD OF DIRECTORS
James M. Hylton
Secretary
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<PAGE> 9
RADVA CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO BE HELD ON APRIL 16, 1997
The undersigned hereby appoints Luther I. Dickens and James M. Hylton as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as directed on the reverse, all shares of the
common stock of RADVA Corporation held of record by the undersigned on February
25, 1997 at the annual meeting of stockholders of RADVA Corporation to be held
on April 16, 1997, and at any adjournments thereof.
(PLEASE SEE OTHER SIDE)
<PAGE> 10
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
RADVA CORPORATION
APRIL 16, 1997
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
PLEASE MARK YOUR
[ X ] VOTES AS IN THIS
EXAMPLE.
<TABLE>
<S> <C> <C> <C>
FOR ALL NOMINEES HELD WITHHOLD AUTHORITY
AT RIGHT (EXCEPT AS TO VOTE FOR ALL
MARKED TO THE ORDINARY) NOMINEES AT RIGHT
1. ELECTION OF [ ] [ ] NOMINEES: Luther I. Dickens
DIRECTORS James M. Hylton
Rush G. Allen
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE J. Granger-Macfariane
FOR AN INDIVIDUAL NOMINEE, STRIKE THROUGH THE David B. Kinney
NOMINEE'S NAME IN THE LIST AT RIGHT. William H. Wilson
</TABLE>
2. The proxies are authorized to vote in their discretion upon such other
matters at any properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, WHERE NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
PLEASE COMPLETE, DATE, SIGN, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
<TABLE>
<S> <C> <C>
_____________________________________ ____________________________________________ DATED: __________________, 1997
PRINT NAME OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Note: Please sign your name(s) exactly as shown imprinted hereon. If this proxy is to be signed by an administrator,
attorney-in-fact, guardian, executor or trustee please give the signer's full title as such. If the stockholder is a
corporation, this proxy must be signed in the name of the corporation by an authorized officer. If the stockholder
is a partnership, this proxy must be signed in the name of the partnership by an authorized person.
</TABLE>
