<PAGE>
SCHEDULE 14A INFORMATION
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 (section mark)240.14a-11(c) or
(section mark)240.14a-12
PIEMONTE FOODS, INC.
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
<PAGE>
400 AUGUSTA STREET
POST OFFICE BOX 9239
GREENVILLE, SOUTH CAROLINA 29604-9239
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 27, 1995
TO THE SHAREHOLDERS OF PIEMONTE FOODS, INC.
The Annual Meeting of Shareholders of Piemonte Foods, Inc. (the
"Company") will be held at 9:00 a.m. on Friday, October 27, 1995, in the
Hyatt Regency, Beattie Place and Main Street, Greenville, South Carolina
for the following purposes:
1. To elect three (3) Class Two directors to a term of three
(3) years. The Board intends that the following persons
shall be nominated to office for a period of three (3)
years: Virgil L. Clark, William P. Mahoney and C.S.M. van
der Sprong.
2. To ratify the appointment of independent auditors for fiscal
year ending 1996; and
3. To consider and transact such other business as may promptly
come before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business
on September 27, 1995, as the record date for the determination of
Shareholders entitled to notice of and to vote at this meeting.
Shareholders who do not expect to attend this meeting are requested to
sign, date and return the accompanying proxy in the enclosed envelope.
Shareholders are encouraged to vote on all matters to be consider at the
meeting. Prompt return of the proxy is important regardless of the
number of shares it represents. This proxy is solicited on behalf of
the Board of Directors of the Company.
David B. Ward, Secretary
Greenville, South Carolina
September 28, 1995
Important: You are cordially invited to attend the meeting, but whether
or not you plan to attend, PLEASE VOTE, DATE, SIGN AND MAIL the enclosed
Proxy promptly. If you attend the meeting, you may either vote by your
proxy, or withdraw your proxy and vote in person.
The 1995 Annual Report is furnished herewith.
<PAGE>
PIEMONTE FOODS, INC.
400 AUGUSTA STREET
POST OFFICE BOX 9239
GREENVILLE, SOUTH CAROLINA 29604-9239
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
October 27, 1995
On behalf of the Board of Directors of Piemonte Foods, Inc. (the
"Company") a proxy is solicited from you to be used at the Company's
Annual Meeting of Shareholders scheduled at 9:00 a.m. on Friday, October
27, 1995, at the Hyatt Regency, Greenville, South Carolina and at all
adjournments thereof.
The approximate date on which this Proxy Statement and the
accompanying proxy card are first being sent or given to Shareholders is
September 28, 1995.
The Company will bear all costs of the solicitation of proxies,
and in the event sufficient proxies are not received before the meeting,
further solicitation may be made in person or by mail, telephone,
telegraph or other media. The Company regularly engages the services of
Robert A. Lentz and Associates, Inc. to assist in its Shareholder
relations and as a part of such services may assist in the distribution
and collection of proxies for no additional remuneration except
reimbursement of out-of-pocket expenses.
Voting Securities. As of September 27, 1995, the record date
fixed for the determination of Shareholders entitled to notice of and to
vote at the meeting or any adjournment thereof, there were outstanding
1,450,878 shares of Common Stock, which is the only outstanding class of
capital stock of the Company. Each such share is entitled to one (1)
vote on all matters properly coming before the meeting.
Voting by Proxy. In voting by proxy with regard to the election
of directors, stockholders may vote in favor of all nominees, withhold
their votes as to all nominees or withhold their votes as to specific
nominees. Stockholders should specify their choices on the accompanying
proxy card. All properly executed proxy cards delivered by stockholders
to the Company and not revoked will be voted at the Annual Meeting in
accordance with the directions given. If no specific instructions are
given with regard to the matters to be voted upon, the shares
represented by a signed proxy card will be voted "FOR" the election of
all directors and to ratify the appointment of Pope, Smith, Brown & King
as independent auditors. If any other matters properly come before the
Annual Meeting, the persons named as proxies will vote upon such matters
according to their judgment.
Quorum and Vote Required. The presence, in person or by proxy, of
a majority of the outstanding shares of Common Stock of the Company is
necessary to constitute a quorum at the Annual Meeting. The vote of a
majority of a quorum present is required with respect to each item
submitted (unless cumulative voting with respect to the election of
directors is required).
Cumulative Voting. If either (i) notice in writing is given by
any Shareholder to the President or other officer of the Company not
less than forty-eight (48) hours before the time affixed for the holding
of the Annual Meeting that such Shareholder desires that the voting with
respect to the election of directors shall be cumulative, and if an
announcement of the giving of such notice is made upon the convening of
the Annual Meeting by the Chairman or Secretary or by or on behalf of
the Shareholder giving such notice or (ii) a Shareholder announces his
intention at the Annual Meeting before the voting for directors
commences to vote his shares cumulatively, then each Shareholder shall
have the right to cumulate such voting power as he possesses at such
election. Under cumulative voting, a Shareholder may cast for any one
(1) nominee as many votes as shall equal the number of directors to be
elected multiplied by the
1
<PAGE>
number of his shares. Such votes may be cast all for one nominee or
distributed among any two or more nominees as the Shareholder may elect,
or in the case of proxies, as the proxy may elect. In the event of
cumulative voting, the proxy holders designated by the Board of
Directors will distribute the votes of shares subject to proxies they
hold so as to elect the maximum number of nominees for director on the
slate intended to be nominated.
Revocability of Proxy. Any Stockholder delivering a proxy has the
power to revoke it at any time before it is voted by giving written
notice to the Secretary of the Company, by a valid proxy bearing a later
date delivered to the Company or by attending the meeting and voting in
person.
PRINCIPAL SHAREHOLDERS
To the knowledge of the Company, other than as set forth below, no
person owns of record or beneficially more than five (5%) percent of the
Company's outstanding Common Stock. To the knowledge of the Board of
Directors, there has been no change in control of the Company since the
beginning of its last fiscal year. The Company is not aware of any
contractual arrangements, including any pledge of securities of the
Company, known to the Company's Board of Directors, the operation of the
terms of which may result in a change of control of the Company in the
future.
As of September 1, 1995, all principal stockholders of the Company
who may be deemed to beneficially own more than five (5%) percent of the
Common Stock of the Company are set forth below:
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of Common
Name and Address of Ownership of Common Stock and Common
Beneficial Owner Stock Stock Equivalents
<S> <C> <C>
Lyman Brownfield 82,094 - sole direct owner 5.6%
341 South Third Street of 71,069 shares and options
Columbus, Ohio 43215 to purchase 11,025 shares
Virgil L. Clark 93,646 - includes 11,826 6.2%
400 Augusta Street shares owned directly; options
Greenville, SC 29605 to purchase 72,450 shares;
8,819 shares held by three
trusts of which he is trustee;
and 551 shares owned by his
spouse (1)
T. Patrick Costello 137,287 - sole direct owner 9.3%
1945 North 15th Street of 105,000 shares and options
Melrose Park, Illinois 60160 to purchase 32,287 shares
Ronald T. Huth 176,060 - includes 82,660 12.1%
10 Thise Court shares owned directly; options
Lafayette, Indiana 47903 to purchase 12,075 shares;
80,325 shares owned by
his spouse(1); and 1,000 shares
held by a corporation controlled
by him
Rosalie A. Huth 162,985 - includes 80,325 11.3%
10 Thise Court shares owned directly and
Lafayette, Indiana 47903 and 82,660 shares owned by
her spouse(1)
2
<PAGE>
John A. Lindsay 76,058 - includes 11,971 5.0%
400 Augusta Street shares owned directly; options
Greenville, SC 29605 to purchase 60,742 shares; 2,054
shares held by a trust of which
he is sole beneficiary; and
1,291 shares held by a trust of
which his spouse is sole
beneficiary
</TABLE>
(1) Mr. Clark, Mr. and Mrs. Huth and Mr. Lindsay disclaim any
beneficial ownership in shares held by their spouses.
SHAREHOLDINGS OF DIRECTORS AND OFFICERS
As of September 1, 1995, all directors, nominees for director and
executive officers of the Company, individually and as a group, who may be
deemed to beneficially own Common Stock of the Company are set forth below:
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock
Common Stock Options Beneficially
Name Owned(1) Exercisable(2) Owned(3) Percent(4)
<S> <C> <C> <C> <C>
Virgil L. Clark 11,826 72,450 93,646(5) 6.2%
T. Patrick Costello 105,000 32,287 137,287 9.3%
Grant L. Douglass 1,102 -0- 49,772(6) 3.4%
Paul S. Goldsmith 9,726 12,075 21,801 1.4%
Ronald T. Huth 82,660 12,075 176,060(7) 12.1%
John A. Lindsay 11,971 60,742 76,058(8) 5.0%
William P. Mahoney -0- 1,050 1,050 0.1%
Glenn R. Oxner 4,200 1,050 5,250 0.4%
Richard J. Stoner -0- 12,075 21,897(9) 1.4%
C.S.M. van der Sprong -0- -0- -0- -0-
David B. Ward(10) 8,623 2,205 10,828 0.7%
All Directors and
Executive Officers
as a Group 235,108 206,009 593,649 35.9%
</TABLE>
(1) Shares listed in this column include all shares held by the named
individuals and all director nominees and executive officers as a group
in their own names and in street name.
(2) Represents shares subject to stock options granted under the
Company's stock option plans exercisable within sixty (60) days
following September 1, 1995.
(3) Shares listed in this column include all shares listed in the
adjacent columns plus shares held in trust and shares owned by such
person's spouse;. Beneficial ownership of shares held by a spouse is
disclaimed.
(4) The percentages represent the total of shares listed in the
adjacent column divided by the issued and outstanding shares of Common
Stock as of September 1, 1995, plus, where applicable, all stock options
granted to the individual under the Company's stock option plans
currently exercisable or exercisable within sixty (60) days following
September 1, 1995.
3
<PAGE>
(5) Mr. Clark has sole voting power and sole investment power with
respect to 8,819 shares held by three trusts of which he is trustee.
Also includes 551 shares held by his spouse.
(6) Mr. Douglass has sole voting power and sole investment power with
respect to 735 shares held by a trust of which he is trustee. Also
includes 47,935 shares held by his spouse.
(7) Includes 80,325 shares held by Mr. Huth's spouse and 1,000 shares
held by a corporation controlled by him.
(8) Includes 2,054 shares held by a trust of which Mr. Lindsay is the
sole beneficiary and 1,291 held by a trust of which Mr. Lindsay's spouse
is the sole beneficiary.
(9) Includes 9,822 shares held by Mr. Stoner's spouse.
(10) Mr. Ward is a member of the law firm of Horton, Drawdy, Ward and
Johnson, P.A., which provides legal services to the Company.
ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the number of directors is fixed at
nine (9), and the Board of Directors is classified into three (3) classes
of three (3) directors each, with each class serving staggered three-year
terms. At the Annual Meeting, three (3) Class Two directors will be
elected with a term expiring in 1998.
The Board of Directors of the Company intends that the accompanying
proxy will be voted for the three Class Two directors listed below to serve
a three-year term. It is not anticipated that the nominees will be unable
or unwilling to serve, but in the event any one or more of the Class Two
directors unexpectedly becomes unavailable, the accompanying proxy may be
voted for such other person or persons as may be nominated by the Board of
Directors.
The Board of Directors recommends that stockholders vote "FOR" the
Class Two nominees listed below.
Set forth below for each nominee for election as a director and for
each director whose term will continue after the Annual Meeting is a brief
statement including the age, year of first election to the Board, principal
occupation and business experience during the past five (5) years, and
certain other directorships, all as of September 1, 1995, unless otherwise
indicated.
<TABLE>
<CAPTION>
Position with Company
and/or Principal Occupation
Name and Address or Employment Director Since
<S> <C> <C>
Class One:
Term Expiring in 1997
T. Patrick Costello Senior Vice President/Operations
Age - 52 of the Company since 1995; President
of Origena, Inc., from 1990 to 1995,
a company purchased by the Company
in 1993. 1994
John A. Lindsay Senior Vice President/CFO of the Company
Age - 48 since 1995; President of the Company from
1991 to 1995; Vice President of the
Company from 1985-1991 1988
Richard J. Stoner Investor
Age - 72 Canton, Ohio 1983
4
<PAGE>
Class Two:
Term Expiring 1998
Virgil L. Clark President and CEO of the Company
Age - 56 since 1995; Vice-Chairman and CEO of the
Company from 1992 to 1995; Prior to 1992
Chairman of the Board of M&S Chemical,
Inc. 1986
William P. Mahoney Vice President of The Everest Group, a 1994
Age - 59 management consulting firm, since 1994.
From 1988 to 1994, Chief Operating
Officer of American Appraisal Associates.
Also serves as a Director of Selfix, Inc.
C.S.M. van der Sprong Managing Director and principal share- Nominee
Age - 56 holder of Sabatasso Pizza Products B.V.
of Breda, Holland.
Class Three:
Term Expiring 1996
Grant L. Douglass President of Hanlin-Rinaldi Construction
Age - 33 Corp., Columbus, Ohio, since 1989 1992
Ronald T. Huth Non-Executive Chairman of Board,
Age - 62 Piemonte Foods, Inc. since 1993;
Senior Partner of R. T. Huth & Company,
Lafayette, Ind., Certified Public
Accountants 1984
Glenn R. Oxner Chairman of Edgar M. Norris & Co., Inc.
Age - 57 Investment Securities, Greenville, SC
since 1992. From 1989 to 1992, Senior
Vice President of NationsBank, and
Managing Director of NationsBank Invest-
ment Banking Company. Also serves as a
Director of Synalloy Corporation. 1993
</TABLE>
Mr. van der Sprong is a joint venture partner with the Company in
Piemonte Pizza Crust Europe B.V. and he and Mr. Clark serve that entity as
Co-Managing Directors.
To the knowledge of the Company, there is no arrangement or
understanding between any director and any other person or persons pursuant
to which he was or is to be selected as a director of the Company. To the
knowledge of the Company, there is no family relationship between any of
the directors and executive officers.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The business and affairs of the Company are under the general
management of its Board of Directors as provided by the laws of the State
of South Carolina and the Bylaws of the Company.
The Board of Directors has three (3) standing committees as follows:
Executive Committee. The Executive Committee has the full authority
of the Board in the management of the business and affairs of the Company
between Board meetings. The Executive Committee also serves as the
nominating committee for the Board. Any person recommended by a
Shareholder to serve on the Board will be considered as a potential
nominee. Members of the Executive Committee during the fiscal year ended
June 3, 1995, were Messrs. Clark, Douglass and Huth. The Committee met
twice during the year.
5
<PAGE>
Finance and Audit Committee. The Finance and Audit Committee reviews
the results of the Company's annual audit with its auditors and is
responsible for the scope of the auditors' relationship with the Company.
Its member for the audit of the fiscal year ending June 3, 1995, were
Messrs. Douglass, Huth, and Mahoney, and it met once during the year.
Personnel and Compensation Committee. The Personnel and Compensation
Committee annually determines the compensation of the officers and
executives of the Company. Its members for the year ended June 3, 1995,
were Messrs. Goldsmith, Oxner and Stoner, and it met once during the year.
During fiscal year 1995, all members of the Board attended at least
seventy-five (75%) percent of the meetings of the Board and of the
committees of the Board on which they serve.
During fiscal year ended June 3, 1995, Directors of the Company were
paid a stipend of Seven Hundred Fifty Dollars ($750) per quarter and a fee
of One Thousand Dollars ($1,000) per Board meeting and Seven Hundred Fifty
Dollars ($750) per Committee meeting attended, plus their reasonable
expenses in connection with attendance. The Chairman was paid a stipend of
Two Thousand Five Hundred ($2,500) per quarter and a fee of One Thousand
Dollars ($1,000) per Board and Seven Hundred Fifty Dollars ($750) per
committee meeting attended, plus his reasonable expenses in connection with
attendance. The Board of Directors met four times during the year.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's Executive Officer Compensation Program (the "Program")
has been developed over the last several years to reflect the overall
compensation philosophies of the Company. Overall objectives are to
motivate officers to achieve the Company's long and short-term performance
goals and to reward them based in part upon performance of the team and in
part upon their individual contributions to that performance; to motivate
the executive officers to think and act as owners of the Company; to
provide levels and forms of compensation to retain high performing
executives; and to reinforce the planning and budgeting process of the
Company for both short and long-term performance.
The Program includes three parts: (1) Base Compensation designed to
reflect the overall level of responsibility, marketplace salary trends and
the performance of the incumbent within the position; (2) Annual Incentive
Compensation, a cash bonus tied to the Company's performance against
predetermined goals; and (3) Long-term Incentive Compensation, based upon
grants of incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock awards and restricted units, as
incorporated in the 1994 Stock Plan.
The Annual Incentive Compensation formula is based in major part on
the Company's financial performance for the year involved. The performance
targets are based on pre-tax earnings and stockholders' return on equity.
The targets are reviewed annually by the Committee and adjusted as
necessary to reflect changes in both market conditions and the Company.
A long-term incentive is also provided to senior managers that links
their interests directly to those of the Company's Shareholders. The 1994
Stock Plan established various option programs which will reward senior
management participants if the price of the Company's stock increases.
Pursuant to his employment agreement with the Company, Mr. Clark
received base compensation of $185,000 in fiscal year 1995. No Annual
Incentive Compensation was paid to Mr. Clark or other senior managers.
There were no awards under the Long-term Incentive Compensation part of the
Plan.
The Committee believes that the incentive programs provided have
contributed and will continue to contribute to the Company's financial
performance. The Committee reviews the
6
<PAGE>
compensation of the Company's executive officers annually and believes
that such compensation has been fair to both the executives and the
Company's Shareholders.
The Personnel and Compensation Committee
Paul S. Goldsmith
Glenn R. Oxner
Richard J. Stoner
Common Stock Performance. As part of the executive compensation
information presented in this Proxy Statement, the Securities and Exchange
Commission requires a five-year comparison of stock performance for the
Company with stock performances of a broad equity market index and an index
of appropriate similar companies. The Company has selected as a broad
equity market index comparison the NASDAQ NMS Composite. The Company has
selected as the most appropriate peer group the S&P Food Index which is an
index of companies in the food business.
PIEMONTE FOODS, INC.
Closing Price Index
(Common Stock Performance Graph appears here. See table below for plot points.)
May 1990 May 1991 May 1992 May 1993 May 1994 May 1995
PIFI 100 56.229 143.771 275.028 420.011 275.634
NMS 100 111.126 128.861 153.970 162.080 192.159
S&P Foods 100 127.811 133.703 140.114 139.272 175.545
Assumes $100 invested on May 31, 1990 and reinvestment of all dividends
7
<PAGE>
REMUNERATION OF OFFICERS
The following table sets forth the cash compensation paid to the
officers of the Company and its subsidiaries whose remuneration for the
fiscal year ended June 3, 1995, was in excess of $100,000, or if less than
$100,000, to certain executive officers of the Company.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Securities
Name and Underlying All Other
Principal Salary Bonus Options Compensation
Position Year ($) ($) (No. Awarded) ($)(2)
<S> <C> <C> <C> <C> <C>
Virgil L. Clark(1) 1995 185,000 -0- -0- 2,505
President and CEO 1994 185,000 86,636 78,750 1,720
1993 124,616 20,250 22,050 -0-
John A. Lindsay(1) 1995 148,000 -0- -0- 2,505
Senior Vice President/CFO 1994 148,000 46,250 28,875 1,334
1993 115,000 11,500 18,743 4,092
T. Patrick Costello(1) 1995 148,000 -0- -0- 2,505
Senior Vice President/ 1994 71,923 34,375 46,725 -0-
Operations
William D. Wood 1995 85,000 -0- -0- 1,062
Vice President/Marketing 1994 67,559 14,000 21,000 -0-
</TABLE>
(1) Mr. Clark has an employment contract through April 22, 1998,
renewable for two-year terms unless otherwise terminated; Messrs.
Lindsay and Costello have a one year contract renewable annually unless
otherwise terminated. Messrs. Clark, Lindsay and Costello are entitled
to receive base compensation of $185,000, $148,000 and $148,000,
respectively, per year and an annual incentive measured by return on
shareholder equity (ROE). See "Board Compensation Committee Report on
Executive Compensation" for a discussion of the CEO's compensation.
(2) Includes the Company's matching contribution to the 401(k) Plan.
Under this Plan, full-time employees with at least six months of service
may elect to contribute up to six (6%) percent of annual compensation to
the Plan. In addition, the Company contributes fifty (50%) percent of
such employee contributions.
STOCK OPTIONS
Options/SAR Grants in Last Fiscal Year. No stock options or SARS were
granted during the fiscal year ending June 3, 1995, to executive officers
named in the foregoing table.
8
<PAGE>
Aggregate Option Exercised in Last Fiscal Year and Fiscal Year-End
Option/SAR Values. The following table summarizes options exercised during
1995 fiscal year ended and presents the value of unexercised options held
by the named executives at fiscal year-end.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year-end(1) at Year-End(2)
Shares Value
Name Acquired Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Virgil L. Clark - - 72,450 39,375 $ 87,876 -
John A. Lindsay - - 60,742 14,438 132,274 -
T. Patrick Costello - - 32,287 14,438 - $27,500
William D. Wood - - 10,500 10,500 - -
</TABLE>
(1) No options were exercised during the year.
(2) The "Value of Unexercised in-the-Money Options at Year-End" is equal
to the fair market value of the shares underlying the options at June 2,
1995, the last trading day of the 1995 fiscal year, less the exercise
price, times the number of options.
APPROVAL OF INDEPENDENT AUDITORS
Item 2 on the Proxy
The Board of Directors, at the recommendation of its Finance and Audit
Committee, elected Pope, Smith, Brown & King, Certified Public Accountants,
Greenville, South Carolina, to conduct the annual examination of the
financial statements of the Company and its consolidated subsidiaries for
the fiscal year ended June 3, 1995. The selection of this firm for fiscal
year ending June 1, 1996, will be submitted for ratification by the
Shareholders at the Annual Meeting. Pope, Smith, Brown & King has no
financial interest, direct or indirect, in the Company or any of its
subsidiaries, and they do not have any connection with the Company or any
of its subsidiaries except in their professional capacity as independent
auditors.
The ratification by the Shareholders of the selection of Pope, Smith,
Brown & King as independent auditors is not required by law or by the
Bylaws of the Company. The Board of Directors is, nevertheless, submitting
this selection to the Shareholders to ascertain their views. If this
selection is not ratified at the Annual Meeting, the Board of Directors
intends to reconsider its selection of independent auditors for fiscal year
ending June 1, 1996.
The Finance and Audit Committee, which is comprised of Directors who are
not employees of the Company, approves in advance all non-audit services to
be provided by Pope, Smith, Brown & King and believes they have no effect
on audit independence.
Representatives of Pope, Smith, Brown & King will be present at the
Annual Meeting with an opportunity to make statements, if they so desire,
and to respond to appropriate questions with respect to that firm's
examination of the Company's financial statements for the fiscal year ended
June 3, 1995.
The Board of Directors recommends a vote "FOR" ratification of the
selection of Pope, Smith, Brown & King as independent auditors for the
fiscal year ending June 1, 1996.
9
<PAGE>
STOCKHOLDERS' PROPOSALS FOR THE 1996
ANNUAL MEETING OF SHAREHOLDERS
Stockholders' proposals submitted pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934 intended to be presented at the 1996 Annual
Meeting of Shareholders, tentatively scheduled for October, 1996, must be
sent certified mail, return receipt requested and received at the Company's
Executive Offices, Post Office Box 9239, Greenville, South Carolina 29604,
addressed to the attention of the Secretary by May 31, 1996, in order to be
included in the Proxy Statement and form of proxy relating to such meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters do properly come before
the meeting, it is the intention of the persons named as proxies to vote
upon them in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended June 3,
1995, accompanies this Proxy Statement and is incorporated by reference
herein.
10
<PAGE>
******************************************************************************
APPENDIX
PIEMONTE FOODS, INC.
PROXY
400 AUGUSTA STREET, P.O. BOX 9239
GREENVILLE, SOUTH CAROLINA 29604
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints Virgil L. Clark, John A. Lindsay and David
B. Ward, or any of them, attorneys and proxies, with power of substitution, to
vote all outstanding stock of the undersigned at the Annual Meeting of the
Shareholders of Piemonte Foods, Inc. to be held at the Hyatt Regency,
Greenville, South Carolina at 9:00 a.m. on October 27, 1995, or at any
adjournment thereof, on the matters listed below:
1. To elect three (3) Class Two directors to a term of three (3) years. The
Board intends that the following persons shall be nominated to office for a
period of three (3) years: Virgil L. Clark, William P. Mahoney and C.S.M. van
der Sprong;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Nominees: Virgil L. Clark, William P. Mahoney and C.S.M. van der Sprong
(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name on the line below.)
2. To ratify the appointment of independent auditors for fiscal year ending
1996; and FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To consider and transact such other business as may promptly come before the
meeting or any adjournment thereof.
(OVER)
<PAGE>
The shares represented by this proxy will be
voted as directed above. in the absence of any
direction to the contrary, the proxyholders will
vote this proxy "FOR" the election of all the
nominees listed in proposal 1 above by casting an
equal number of votes for each such nominee. If
cumulative voting is followed in the election of
directors, the proxyholders may, in their
discretion, vote the shares to which such proxy
relates on a basis other than equally for each of
the nominees named above.
Dated , 1995
(Signature)
(Signature)
Please date and sign exactly as name above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
