SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(x ) Filed by the Registrant
( ) 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-b(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
(Name of Registrant as Specified In Its Charter)
PIEMONTE FOODS
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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>
PIEMONTE FOODS
Piemonte Foods, Inc.
400 Augusta Street
Post Office Box 9239
Greenville, SC 29604-9329
PIEMONTE FOODS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To: 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 Thursday, October
17, 1996, in the Hyatt Regency, Beattie Place and Main Street,
Greenville, South Carolina for the following purposes:
1. To reduce the size of the Board to six directors with
Board authority to modify the size from six to nine.
2. To elect one (1) Class Three Director to a term of three
(3) years. The Board intends that the following person
shall be nominated of office for a period of three (3)
years: Ronald T. Huth.
3. To ratify the appointment of Ernst and Young LLP as the
Company's independent auditors for the fiscal year
ending, 1997.
4. 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 9, 1996, 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 considered 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 5, 1996
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 1996 Annual Report is furnished herewith.
<PAGE>
PIEMONTE FOODS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 1996
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 Thursday, October 17, 1996, 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 15, 1996.
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 9, 1996, 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 1,476,209 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 in 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
modification of the Board size, the election of director(s), and to ratify the
appointment of Ernst & Young 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 of, 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 to 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 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 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 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.
1
<PAGE>
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
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 August 22, 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 PERCENT OF COMMON
NAME AND ADDRESS OF OF BENEFICIAL OWNERSHIP STOCK AND COMMON
BENEFICIAL OWNER OF COMMON STOCK STOCK EQUIVALENTS
<S> <C> <C>
Virgil L. Clark 113,353 -- includes 12,397 shares owned directly; 7.3%
400 Augusta Street options to purchase 81,112 shares; 19,844 shares held by
Greenville, S.C. 29605 three trusts of which he is trustee.
T. Patrick Costello 144,506 -- sole direct owner of 105,000 shares and 9.5%
1945 North 15th Street options to purchase 39,506 shares
Melrose Park, Illinois 60160
Ronald T. Huth 168,326 -- includes 74,976 shares owned directly; 11.3%
10 Thise Court options to purchase 13,025 shares 80,325 shares owned by
Lafayette, Indiana 47903 his spouse (1).
Rosalie A. Huth 155,301 -- includes 80,325 shares owned directly and 10.5%
10 Thise Court 74,976 shares owned by her spouse (1)
Lafayette, Indiana 47903
</TABLE>
(1) Mr. and Mrs. Huth disclaim any beneficial ownership in shares held by their
spouse.
SHAREHOLDINGS OF DIRECTORS AND OFFICERS
As of August 22, 1996, 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 OWNED (2) PERCENT (3)
<S> <C> <C> <C> <C>
Virgil L. Clark......................................... 12,397 81,112 113,353(4) 7.3%
T. Patrick Costello..................................... 105,000 39,506 144,506 9.5%
Grant L. Douglass....................................... 1,102 0 21,462(5) 1.5%
Roy E. Gogel............................................ 0 15,000 15,000 1.1%
Ronald T. Huth.......................................... 74,976 13,025 168,326(6) 11.3%
William P. Mahoney...................................... 0 2,000 2,000 0.1%
Richard J. Stoner....................................... 0 13,025 15,554(7) 1.0%
C.S.M. Van der Sprong................................... 16,000 1,000 17,000 1.2%
David B. Ward........................................... 8,623 2,205 10,828(8) 0.7%
All Directors and Executive Officers
as a Group............................................ 218,098 168,873 508,029 30.9%
</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 named.
(2) 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.
2
<PAGE>
(3) The percentages represent the total of shares listed in the adjacent column
divided by the issued and outstanding shares of Common Stock as of August
22, 1996 plus, where applicable, all stock options granted to the individual
under the Company's stock option plans currently exercisable.
(4) Mr. Clark has sole voting power and sole investment power with respect to
19,844 shares held by three trusts for which he is trustee.
(5) 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 17,625
shares held by his spouse.
(6) Includes 80, 325 shares held by Mr. Huth's spouse.
(7) Includes 2,529 shares held by Mr. Stoner's spouse.
(8) Mr. Ward is a member of the law firm of Horton, Drawdy, Ward and Johnson, P.
A., which provides legal services to the Company.
BOARD OF DIRECTORS
PROPOSAL 1
"To reduce the size of the Board to six directors with Board authority to
modify the size from six to nine."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE BY-LAWS.
The revised By-Laws wording would read as follows, the changes proposed
being underlined to highlight the additional wording:
ARTICLE XIII
BOARD OF DIRECTORS
8.2 Number and Qualifications. The number of directors, none of whom need
be shareholders of the company, shall be a variable range numbering not
-----------------------------
less than six and not more than nine, and the Board of Directors may
-------------------------------- ------------------------------
fix or change the number of directors within such range from time to
--------------------------------------------------------------------
time.
----
For a Company this size with its financial performance, the Board is
continually exploring avenues to reduce costs company-wide. Reducing the number
of Directors lowers the costs associated with Board meetings and overall Company
costs.
The Board is interested in both strength and depth of knowledge. The Board
believes it will remain strong and be able to support the inherent objectives of
the Shareholders with the reduced number of Directors.
PROPOSAL 2
"To elect one (1) Class Three Director to a term of three (3) years. The
Board intends that the following person shall be nominated of office for a
period of three (3) years: Ronald T. Huth."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE.
Pursuant to Proposal 1 amending the Company's Bylaws, the number of
directors would be reduced to six (6), and the Board of Directors is classified
into three (3) classes, with each class serving staggered three-year terms. At
the Annual Meeting, one (1) Class Three director will be elected with a term
expiring in 1999.
The Board of Directors of the Company intends that the accompanying proxy
will be voted for the one Class Three director listed below to serve a
three-year term. It is not anticipated that the nominee will be unable or
unwilling to serve, but in the event the Class Three director unexpectedly
becomes unavailable, the accompanying proxy may be voted for such other person
or persons as may be nominated by the Board of Directors.
3
<PAGE>
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 August 20, 1996, unless otherwise indicated.
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND/OR
NAME AND ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR SINCE
<S> <C> <C>
CLASS ONE:
TERM EXPIRING IN 1997
Patrick Costello Senior Vice President/Operations of the Company since 1995; 1994
Age -- 53 President of Origena, Inc., from 1990 to 1995, a company
purchased by the Company in 1993
Richard J. Stoner Investor 1983
Age -- 73 Canton, Ohio
CLASS TWO:
TERM EXPIRING IN 1998
Virgil L. Clark President and CEO of the Company since 1995, Vice- Chairman and 1986
Age -- 57 CEO of the Company from 1992 to 1995; prior to 1992 Chairman of
the Board of M&S Chemical, Inc.
William P. Mahoney Vice President of The Everest Group, a management consulting 1994
Age -- 60 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 shareholder of Sabatasso Pizza 1995
Age -- 57 Products B.V. of Breda, Holland
CLASS THREE:
TERM EXPIRING 1999
Ronald T. Huth Non-Executive Chairman of Board, Piemonte Foods, Inc. since 1993; 1984
Age -- 63 Senior Partner of R. T. Huth & Company, Lafayette, Ind.,
Certified Public Accountants
</TABLE>
Mr. Van der Sprong is a joint venture partner with the Company in Piemonte
Pizza Crust Europe B. V. and has been a customer; he and Mr. Clark serve that
entity as Co-Managing Directors.
To the knowledge of the Company, there is no other arrangement or
understanding between any director and any other person or persons pursuant to
which he was 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 1, 1996 were Messrs. Clark, Huth, and Mahoney. The
Committee met five (5) times during the year.
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 as well as selecting
new auditors. Its members for the year ended June 1, 1996, were Messrs.
Costello, Huth, and Mahoney , and it met two (2) times during the year.
4
<PAGE>
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 1, 1996, were Messrs. Douglass,
Huth, and Stoner, and it met four (4) times during the year.
During the fiscal year 1996, 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 1, 1996, Directors of the Company were paid a
stipend of Seven Hundred Fifty Dollars ($750) per quarter, 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 ($2,500) per
quarter, 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
interest 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 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
Grant L. Douglass
Ronald T. Huth
Richard Stoner
5
<PAGE>
COMMON STOCK PERFORMANCE. As part of the executive compensation information
presented in this Proxy Statements, 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 Total Return Index for the NASDAQ Stock Market (US). 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
[Closing Price Index chart appears here. Plot points are below.]
NASDAQ SM S&P FOODS PIFI
May 1991 100 100 100
May 1992 117 103 183
May 1993 141 105 406
May 1994 149 102 620
May 1995 177 125 366
May 1996 257 144 351
Assumes $100 invested on May 31, 1991 and reinvestment of all dividends
6
<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 1, 1996, was in excess of $100,000, or if less than $100,000, to certain
executive officers of the Company.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL SECURITIES
COMPENSATION UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS OPTIONS COMPENSATION
POSITION YEAR ($) ($) (NO. AWARDED) ($)(2)
<S> <C> <C> <C> <C> <C>
Virgil Clark (1)Pres/CEO 1996 185,000 0 0 2,722
1995 185,000 0 0 2,505
1994 185,000 86,636 78,750 1,720
Patrick Costello (1) 1996 148,000 0 0 2,038
Executive Vice President, 1995 148,000 0 0 2,505
Operations 1994 71,923 34,375 46,725 0
Roy E. Gogel (1) 1996 38,074 0 15,000 0
Vice-Pres/CFO & Treas
John A. Lindsay (1) 1996 80,830 0 0 1,878
Senior Vice Pres/CFO 1995 148,000 0 0 2,505
1994 148,000 46,250 28,875 1,334
William D. Wood 1996 27,792 0 0 57
Vice President/Marketing 1995 85,000 0 0 1,062
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; Mr. Costello has a one year
contract renewable annually unless otherwise terminated. Messrs. Clark and
Costello are entitled to receive base compensation of $185,000 and $148,000,
respectively per year and an annual incentive measured by return on
shareholder equity (ROE), as does Mr. Gogel. Mr. Lindsay had a one year
contract to receive a base compensation of $148,000 and a similar annual
incentive; this contract was terminated. 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 select to
contribute up to ten (10%) percent of annual compensation to the Plan. In
addition, the Company contributes fifty (50%) percent of such employee
contributions up to six (6) percent.
STOCK OPTIONS
Option/SAR Grant in Last Fiscal Year. Stock options or SARS of 15,000
shares were granted during the fiscal year ending June 1, 1996, to the executive
officers named in the foregoing table.
Aggregate Option Exercised in Last Fiscal Year and Fiscal Year-End
Option/SAR Values. The following table summarizes options exercised during 1996
fiscal year ended and presents the value of unexercised options held by the
named executives at fiscal year-end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT YEAR-END (1) OPTIONS AT YEAR-END (2)
NAME ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C>
Virgil L. Clark 11,025 $ 28,888 81,112 19,688 $47,871
T. Patrick Costello 0 0 17,850 0 0
Roy E. Gogel 0 0 15,000 0 2,115
John A. Lindsay 16,537 47,079 0 0 0
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
Virgil L. Clark $ 0
T. Patrick Costello 0
Roy E. Gogel 0
John A. Lindsay 0
</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 1, 1996, the
last trading day of the 1996 fiscal year, less the exercise price, times the
number of options.
7
<PAGE>
PROPOSAL 3
"To ratify the appointment of Ernst and Young LLP as the Company's
independent auditors for fiscal year ending, 1997."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST AND
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING,
1997.
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors, at the recommendation of its Finance and Audit
Committee, elected Ernst & Young, Certified Public Accountant, Greenville, South
Carolina, to conduct the annual examination of the financial statements of the
Company and its consolidated subsidiaries for the fiscal year ending May 31,
1997. The selection of this firm for fiscal year ending May 31, 1997 will be
submitted for ratification by the Shareholders at the Annual Meeting. Ernst &
Young 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.
As the Company focuses on its future as well as the activities in which it
already is involved, the complexities associated with multi-state and
international operations compelled the Finance and Audit Committee to review the
appropriateness of the size firm that has been engaged and the needs of the
future. Based upon their review of the Company's needs and the subsequent
screening of several audit firms, the Finance and Audit Committee recommended a
change of auditors to Ernst & Young which the Board approved.
The ratification by the Shareholders of the selection of Ernst & Young 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 May 31, 1997.
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 Ernst & Young 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 1, 1996.
STOCKHOLDERS'S PROPOSALS FOR THE 1997
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 1997 Annual Meeting of
Shareholders, tentatively scheduled for October, 1997, must be sent certified
mail, return receipt requested and received at the Company Executive Offices,
Post Office Box 9239, Greenville, South Carolina 29604, addressed to the
attention of the Secretary by May 31, 1997, in order to be included in the Proxy
Statement and form of proxy relating to such meeting.
8
<PAGE>
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 1,
1996, accompanies this Proxy Statement and is incorporated by reference herein.
9
<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, Roy E. Gogel 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 17, 1996, or at any
adjournment thereof, on the matters listed below:
1. To reduce the size of the Board to six directors with Board authority to
modify the size from six to nine.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To elect one (1) Class Three Director to a term of three (3) years. The Board
intends that the following person shall be nominated of office for a period of
three (3) years: Ronald T. Huth.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the appointment of Ernst and Young LLP as the Company's independent
auditors for the fiscal year ending 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 2 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 , 1996
(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.
