<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
PROVENA FOODS INC.
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(Name of Registrant as Specified In Its 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] $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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PROVENA FOODS INC.
5010 Eucalyptus Avenue
Chino, California 91710
NOTICE OF APRIL 23, 1996 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF PROVENA FOODS INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Provena
Foods Inc., a California corporation, will be held on Tuesday, April 23, 1996,
at 11:00 a.m., at the Corporation's principal office at 5010 Eucalyptus Avenue,
Chino, California 91710 for the following purposes:
1. To elect directors to serve until the next Annual Meeting of
Shareholders;
2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 4, 1996 as
the record date for the determination of shareholders entitled to receive notice
of, and to vote at, said meeting or any adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND, WE URGE YOU TO SIGN AND RETURN THE
ENCLOSED PROXY, WHICH YOU MAY REVOKE PRIOR TO ITS USE.
PROXY STATEMENT
---------------
This Proxy Statement relates to the solicitation by the Board of Directors
of Provena Foods Inc. (the "Company") of proxies to be used at the Company's
April 23, 1996 Annual Meeting of Shareholders (and any adjournment thereof) for
the purposes set forth in the above Notice. This Proxy Statement is to be
mailed to shareholders on or about March 11, 1996. All expenses of distributing
this Proxy Statement, the Notice, and the Proxy card are to be borne by the
Company.
Shares represented by a Proxy card returned properly signed will be voted
as directed in the Proxy card. If no direction is made for a matter, the Proxy
will be voted for the matter. A Proxy may be revoked at any time before it is
voted at the meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Only shareholders of record at the close of business on March 4, 1996 are
entitled to vote at the meeting or any adjournment thereof. On that date the
Company had outstanding 2,749,289 shares of common stock. Each share is
entitled to one vote, subject to the right to cumulate votes in the election of
directors, as described below under Election of Directors.
The following table sets forth, for each officer, director and 5%
shareholder of the Company and for all officers and directors as a group (9
persons), the number and percent of outstanding shares of common stock of the
Company owned on March 4, 1996.
IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned(2)
--------------------------------------------
<S> <C> <C> <C> <C>
Without Options(4) Options Exercised(5)
-------------------- ---------------------
Name or Category(1) Number Percent Number Percent
- ------------------ --------- -------- ---------- --------
<S> <C> <C> <C> <C>
John D. Determan 335,327 12.2% 335,327 11.7%
Penny S. Bolton (3) 378,463 13.8% 378,463 13.2%
Theodore L. Arena 140,994 5.1% 230,994 8.0%
Ronald A. Provera 322,330 11.7% 322,330 11.2%
Santo Zito 342,530 12.5% 342,530 12.0%
Thomas J. Mulroney 20,900 .8% 38,900 1.4%
James P. McClune 15,711 .6% 32,156 1.1%
Louis A. Arena 288,030 10.5% 288,030 10.0%
John M. Boukather 1,599 .1% 1,599 .1%
Joseph W. Wolbers 6,650 .2% 6,650 .2%
Officers and Directors 1,474,071 53.6% 1,598,516 55.6%
Shares Outstanding 2,749,289 100% 2,866,696 100%
</TABLE>
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(1) The address for each person is c/o Provena Foods Inc., 5010 Eucalyptus
Avenue, Chino, California 91710.
(2) All shares are held directly except as noted below.
(3) Penny S. Bolton is the widow of James H. Bolton, former chairman of the
Company. Her shares are not included in the group's shares.
(4) Excludes options under the Company's Incentive Stock Option Plan to
Theodore L. Arena to purchase 90,000 shares, to Thomas J. Mulroney to
purchase 18,000 shares, to James P. McClune to purchase 16,445 shares and
to all officers and directors as a group to purchase 124,445 shares.
(5) The options of Messrs. Arena, Mulroney, McClune and the group are deemed
exercised.
No other person is known to the Company to own beneficially more than 5% of
the outstanding shares of common stock of the Company.
Based on copies of filed forms and written representations, the Company
believes that all officers, directors and 10% shareholders have timely filed all
Forms 3, 4 and 5 required for 1995 and (except as previously disclosed) prior
years by Section 16(a) of the Securities Exchange Act, except that Mr. Boukather
filed a Form 4 in March 1996 for 99 shares purchased during 1995 and January
1996 under a broker's dividend reinvestment program.
ELECTION OF DIRECTORS
Nine directors are to be elected to serve until their successors are elected
at the next annual meeting. Shareholders are entitled to cumulate votes for
directors upon notice by a shareholder at the meeting prior to the voting.
Under cumulative voting, each shareholder may cast a number of votes equal to
the number of directors to be elected multiplied by the shareholder's normal
number of votes, and may allocate the votes to one or distribute them among some
or all of the candidates. The nine candidates nominated prior to the voting
receiving the highest number of votes are elected directors.
Unless otherwise directed in the Proxy card, if cumulative voting is
invoked, votes under proxies received pursuant to this solicitation will be
distributed among the nine nominees listed below so as to elect as many of them
as possible. If any nominees become unavailable, the proxies may be voted in
the proxyholders' discretion for substitute nominees.
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<PAGE>
NOMINEES FOR BOARD OF DIRECTORS
The name, age, principal position for the past five years and other relevant
information for each nominee for the Board of Directors is as follows:
JOHN D. DETERMAN, age 63, has been a vice president and director of the
Company since its formation in 1972, General Counsel from 1986 to 1992, and
Chairman and chief executive officer since 1992. He is a member of the audit
and option committees.
THEODORE L. ARENA, age 53, has been the General Manager of Swiss American
since 1976 and has been the President and a director of the Company since 1985.
He is the nephew of Louis A. Arena, a director of the Company.
RONALD A. PROVERA, age 58, has been the secretary and a director of the
Company since its formation in 1972 and was the General Manager of Sav-On from
its formation in 1960 until its liquidation in 1991. He is currently providing
sales support to Royal-Angelus. He is a member of the option committee.
SANTO ZITO, age 59, has been the Company's plant engineer since 1976, and a
vice president and director of the Company since its formation in 1972. He is
currently providing engineering support to Royal-Angelus. He is a member of the
option committee.
THOMAS J. MULRONEY, age 50, has been the Company's chief accountant since
1976, the Chief Financial Officer since 1987, a vice president since 1991 and a
director since 1992.
JAMES P. MCCLUNE, age 45, has been the General Manager of the pasta division
since 1989, its operations manager from 1987 to 1989, a vice president since
1991, and a director since 1992.
LOUIS A. ARENA, age 73, has been a director of the Company since 1972, a
vice president from 1972 to 1989, and General Manager of the Royal-Angelus
Macaroni Co. division from 1975 until his retirement in 1989.
JOSEPH W. WOLBERS, age 66, has been a director of the Company and Chairman
of the audit committee since 1990. He retired in 1989 as a vice president of
First Interstate Bank where he had been employed since 1950.
JOHN M. BOUKATHER, age 59, is a management consultant. He was the Director
of Operations of PW Supermarkets from 1993 to 1994, Vice President, Retail
Sales, of Certified Grocers of California, Ltd. from 1992 to 1993 and president
of Pantry Food Markets from 1983 to 1987. He has been a director of the Company
and member of the audit committee since 1987.
BOARD COMMITTEES AND MEETINGS
The Board of Directors has two committees, the audit committee and the
option committee. The board has no executive, nominating or compensation
committees, and the full board acts in these capacities.
The audit committee's function is to oversee the Company's relationship with
its independent accountants and to ensure that the Company's financial practices
are adequate. The audit committee met once in 1995. The option committee's
function is to grant options under and administer the Company's 1987 Incentive
Stock Option Plan. The option committee did not meet in 1995.
The board held four formal meetings and acted by unanimous written consent
twice during 1995. All members were present at all board and committee
meetings, except Santo Zito was absent from one board meeting.
Directors who are not officers or employees of the Company are paid a fee of
$500 for each board meeting or committee meeting attended.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth for the years ended December 31, 1995, 1994
and 1993, all compensation of all executive officers of the Company serving at
December 31, 1995.
<TABLE>
<CAPTION>
Annual SEP/IRA
Name and Position Year Salary Contributions
- ----------------------------- ------- -------- -------------
<S> <C> <C> <C>
John D. Determan, 1995 $ 63,098 $ 9,465
Chief Executive Officer 1994 100,686 15,103
1993 61,263 9,189
Theodore L. Arena, 1995 105,887 15,883
President 1994 104,973 15,745
1993 102,842 15,426
Ronald A. Provera, 1995 103,338 15,501
Secretary 1994 102,474 15,371
1993 102,242 15,336
Santo Zito, 1995 111,586 16,738
Vice President 1994 104,548 15,682
1993 103,220 15,483
James P. McClune, 1995 100,484 15,073
Vice President 1994 100,413 15,062
1993 87,516 13,127
Thomas J. Mulroney, 1995 101,693 15,254
Chief Financial Officer 1994 101,262 15,189
1993 88,460 13,269
</TABLE>
See Incentive Stock Option Plan below for information on Incentive Stock
----------------------------
Options. See Simplified Employee Pension Plan below for more information on
--------------------------------
SEP/IRA Contributions.
The Company does not currently pay bonuses or deferred compensation to any
executive officer and does not provide them with automobiles, other perquisites,
employment contracts or "golden parachute" arrangements. Officers who are over
5% shareholders have not received an increase in their basic weekly wage since
1986, except that the compensation of John D. Determan, currently at the same
basic wage as it had been since 1986, was increased only for the year 1994 to
$100,000. The annual salary is as reported on Form W-2 and includes the cost of
life insurance and other costs taxable to the officer.
Simplified Employee Pension Plan
- --------------------------------
In 1988, the Company adopted a Simplified Employee Pension-Individual
Retirement Accounts ("SEP-IRA") plan and executed SEP-IRA Agreements with Wells
Fargo Bank, N.A. and Dean Witter Reynolds Inc., covering all employees at least
18 years old who have worked at least six months and earned at least $300 during
the year, except certain union employees.
The Company makes contributions under the plan in the discretion of the board,
allocated in proportion to compensation, to an Individual Retirement Account
("IRA") established by each eligible employee.
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<PAGE>
Contributions, up to 15% of eligible compensation, are deductible by the
Company and not taxable to the employee. An employee may withdraw SEP-IRA funds
from the employee's IRA. Withdrawals are taxable as ordinary income, and
withdrawals before age 59-1/2 may be subject to tax penalties.
For 1995, the Company contributed $393,196 to IRA's under the plan.
Incentive Stock Option Plan
- ---------------------------
In April 1987, the Company adopted an Incentive Stock Option Plan under
Section 422A of the Internal Revenue Code of 1986. Under the plan, as amended
in 1988, for a period of 10 years from the date of adoption, an option committee
appointed by the Board of Directors is authorized in its discretion to grant to
key management employees options to purchase up to an aggregate of 261,704
shares of common stock of the Company. The options may become exercisable in
such installments as may be established by the option committee. The purchase
price of shares covered by an option may not be less than the market value of
the shares on the date of grant. The term of an option may not exceed 10 years
and an option may not become exercisable in any year with respect to the
purchase of more than $100,000 worth of shares based on the market value on the
date of grant.
In August 1987, options were granted under the plan to purchase 185,000 shares
at a price of $7.00 per share, 125,000 to Theodore L. Arena, 30,000 to Thomas J.
Mulroney and 30,000 to another employee. In June 1988, those options were
terminated and options were granted to purchase 230,000 shares at a price of $3-
5/8 per share, 155,000 to Mr. Arena, 30,000 to Mr. Mulroney, 10,000 to James P.
McClune and the balance to two other employees. In December 1992, the
outstanding options were terminated and options were granted to purchase 260,000
shares at a price of $2-1/4 per share, 150,000 to Mr. Arena, 30,000 to Mr.
Mulroney, 30,000 to Mr. McClune and the balance to three other employees.
No options were exercised prior to 1994. In 1994, options were exercised to
purchase 52,000 shares, including 30,000 by Mr. Arena, 6,000 by Mr. Mulroney and
6,000 by Mr. McClune. In 1995, options were exercised to purchase 53,555
shares. The following table shows, for the three executive officers, the number
of shares acquired on exercise of options in 1995, the value realized on
exercise of the options based on the year end closing price of $3-1/2, the
number of unexercised options held on January 1, 1996, the number exercisable
and unexercisable and their aggregate value based on the year end closing price.
Aggregate Option Exercises in 1994 and Option Values at January 1, 1996
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<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Shares Acquired Value Options at 1/1/96 Money Options at 1/1/96
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------- --------------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Theodore L. Arena 30,000 $37,500 90,000/ -0- $112,500/ -0-
Thomas J. Mulroney 6,000 $ 7,500 18,000/ -0- $22,500/ -0-
James P. McClune 7,555 $ 9,444 16,445/ -0- $20,556/ -0-
</TABLE>
The plan requires that the Company accept outstanding shares at fair
market value in payment of the exercise price of options. In 1995, the Company
received 18,500 shares at an average fair market value of $3.84 per share to pay
the exercise price of incentive stock options, including 11,250 from Mr. Arena
and 5,000 from Mr. McClune.
Performance Graph
- -----------------
The following graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's common stock to the S&P 500
Stock Index and the S&P Food Group Index for five years, assuming reinvestment
of dividends.
-5-
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PROVENA FOOD GROUP INDEX, S&P 500 STOCK INDEX
AND S&P FOOD GROUP INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period PROVENA FOOD S&P 500 S&P FOOD
(Fiscal Year Covered) GROUP INDEX STOCK INDEX GROUP INDEX
- --------------------- ------------ ----------- -----------
<S> <C> <C> <C>
Measurement Pt- 1990 $100 $100 $100
FYE 1991 $ 93 $130 $146
FYE 1992 $ 62 $140 $146
FYE 1993 $ 93 $154 $133
FYE 1994 $ 80 $156 $124
FYE 1995 $118 $215 $155
</TABLE>
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Company has no compensation committee. All executive officers are
members of the board and participate in the board's deliberations concerning
executive compensation.
Board Report on Executive Compensation
- --------------------------------------
The major Company policy affecting past and current executive
compensation is to run the Company for the benefit of its shareholders and not
for the benefit of management. Maintaining low executive compensation and
promoting management stock ownership tends to cause the executive officers to
have the same interest as the other shareholders in the long term performance of
the Company. Their stock interest causes them to be directly rewarded or
penalized by the extent the Company continues to pay dividends and maintain its
growth, which should ultimately be reflected in the value of the Company's
stock.
Three of the six executive officers each own over 10% of the Company's
stock and a fourth owns over 5%. They are substantial shareholders and their
compensation has not increased for over 8 years, except that the compensation of
John D. Determan, chief executive officer, was increased only for the year 1994.
There is no specific relationship between Company performance and
compensation for any executive officer, other than through stock options for
three executive officers. Salaries of the two executive officers who are not
substantial shareholders are based upon the judgment of the board of how well
those officers are performing their duties and how well the Company is
performing. The board members own over 50% of the outstanding shares of the
Company.
John D. Determan Ronald A. Provera John M. Boukather Thomas J. Mulroney
Louis A. Arena Theodore L. Arena Santo Zito Joseph W. Wolbers
James P. McClune
-6-
<PAGE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP is the Company's firm of independent certified
public accountants and is expected to continue in this capacity for the current
year. Representatives of KPMG Peat Marwick LLP have indicated that they intend
to be present at the Annual Meeting and will have an opportunity to address the
shareholders and respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no business which will be presented
for consideration at the Annual Meeting other than as stated in the Notice of
Meeting. If any other business should properly come before the meeting, votes
may be cast pursuant to the proxies solicited hereby with respect to such
business in the discretion of the proxyholders.
1997 SHAREHOLDER PROPOSALS
Any proposal a shareholder of the Company wishes to have presented at
the 1997 Annual Meeting of Shareholders must be received by the Company by
January 1, 1997.
By Order of the Board of Directors.
JOHN D. DETERMAN
Chairman of the Board
Chino, California
March 11, 1996
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ACCOMPANYING SELF-ADDRESSED POSTAGE PREPAID ENVELOPE.
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<PAGE>
PROVENA FOODS INC.
SHAREHOLDER'S PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN D. DETERMAN, THEODORE L. ARENA and
RONALD A. PROVERA as Proxies, each with full power of substitution, to
represent and to vote as directed below, all of the shares of common stock of
Provena Foods Inc. held of record by the undersigned on March 4, 1996, at the
Annual Meeting of Shareholders to be held on April 23, 1996 or any adjournment
thereof.
This Proxy, when properly executed, will be voted as the undersigned
shareholder directs below.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
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FOLD AND DETACH HERE
<PAGE>
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Please mark
[X] your votes
as indicated
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
PROPOSAL DIRECTIONS
-------- ---------------------------------------------------
1. ELECTION OF DIRECTORS [_] FOR all nominees [_] WITHOUT AUTHORITY
To elect the nominees except those deleted. to vote for directors.
listed below.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEES, MARK HERE [_] AND STRIKE THEIR
NAMES BELOW.
John D. Determan, Theodore L. Arena, Ronald A. Provera, Louis A. Arena,
Santo Zito, Thomas J. Mulroney, James P. McClune, John M. Boukather and
Joseph W. Wolbers.
2. In their discretion, to vote on such other business as may properly come
before the meeting.
PLEASE MARK, DATE, SIGN AND RETURN PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE.
Mark [_] if you plan to attend meeting.
Signature(s) __________________________ Date _______________________________
NOTE: Please sign exactly as shown at left. If stock is jointly held, each owner
should sign. Executors, administrators, trustees, guardians, attorneys and
corporate officers should indicate their fiduciary capacity or full title
when signing.
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FOLD AND DETACH HERE
