<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
Riser Foods, Inc.
(Name of Registrant as Specified In Its Charter)
Riser Foods, Inc.
(Name of Person(s) Filing Proxy Statement)
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)(3).
[ ] $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:
Class A Common Stock $.01 par value
Class B Common Stock $.01 par value
2) Aggregate number of securities to which transaction
applies. N/A
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act rule 0-11: N/A
4) Proposed maximum aggregate value of transaction: N/A
[ ] 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: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
RISER FOODS, INC.
5300 RICHMOND ROAD
BEDFORD HEIGHTS, OHIO 44146
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Riser Foods, Inc. (the "Company") to be held at its
corporate headquarters located at 5300 Richmond Road, Bedford
Heights, Ohio 44146, on December 9, 1994, at 10:00 a.m. Official
Notice of the Annual Meeting, Proxy Statement and form of proxy are
enclosed with this letter.
The only proposal to be acted upon at the Meeting is the election
of directors. The Board of Directors recommends a vote for the
Company's nominees.
We appreciate the prompt return of your signed proxy; your vote
is important.
On behalf of the Board of Directors and management of the
Company, thank you for your cooperation and continued support.
Sincerely,
/s/ Anthony C. Rego
Anthony C. Rego
Chairman of the Board
and Chief Executive
Officer
October 27, 1994
PAGE
<PAGE>
RISER FOODS, INC.
5300 RICHMOND ROAD
BEDFORD HEIGHTS, OHIO 44146
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9, 1994
To the Stockholders of Riser Foods, Inc.:
The Annual Meeting of Stockholders of Riser Foods, Inc. (the
"Company"), a Delaware corporation, will be held at its corporate
headquarters located at 5300 Richmond Road, Bedford Heights, Ohio
44146, on Friday, December 9, 1994, at 10:00 a.m., Eastern Time,
for the following purposes:
1. To elect thirteen directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly
elected and qualified; and
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on October 17,
1994 will be entitled to vote at the Annual Meeting and any
adjournment thereof.
All stockholders are cordially invited to attend the Annual
Meeting. However, the Company urges you to assure your
representation at the Annual Meeting by signing and returning the
enclosed proxy in the postage prepaid envelope provided as promptly
as possible. The giving of this proxy does not affect your right
to vote in person if you attend the Annual Meeting.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ Anthony C. Rego
Anthony C. Rego
Chairman of the Board
and Chief Executive
Officer
October 27, 1994
PAGE
<PAGE>
RISER FOODS, INC.
5300 RICHMOND ROAD
BEDFORD HEIGHTS, OHIO 44116
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
December 9, 1994
MATTERS TO BE CONSIDERED AT THE MEETING
This Proxy Statement is being furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors
of Riser Foods, Inc. (the "Company") for use at the Annual Meeting
of Stockholders to be held on December 9, 1994 or any adjournment
thereof (the "Meeting") at the Company's headquarters,
5300 Richmond Road, Bedford Heights, Ohio 44146, for the purposes
set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Company's Annual Report for the fiscal year
ended July 2, 1994 (the "1994 Fiscal Year") is being mailed
together with this Proxy Statement and form of proxy on or about
October 27, 1994 to stockholders of record at the close of business
on October 17, 1994. The Company will pay the cost of soliciting
proxies.
The only business which the Board of Directors intends to
present or knows that others will present at the Meeting is as set
forth in the attached Notice of Annual Meeting of Stockholders. If
any other matters are properly presented at the Meeting for action
to be taken thereon, the persons named in the enclosed form of
proxy and acting thereunder will have discretion to vote on such
matters in accordance with their best judgment.
VOTING, PROXIES AND REVOCABILITY
As of the close of business on October 7, 1994, the Company had
8,678,917 shares of its Class A Common Stock, $.01 par value
("Class A Common Stock") outstanding and 955,613 shares of its
Class B Common Stock, $.01 par value ("Class B Common Stock")
outstanding. There were approximately 1,150 stockholders of record
of the Company's Class A Common Stock and 24 stockholders of record
of the Company's Class B Common Stock on such date. Holders of
Class A Common Stock are entitled to one (1) vote in person or by
proxy for each share held and, voting as a separate class, are
entitled to elect four (4) directors. Holders of Class B
Common Stock are entitled to ten (10) votes in person or by
proxy for each share held and, voting as a separate class, are
entitled to elect the remaining nine (9)directors.
A majority of the votes entitled to be voted in each class of
common stock must be represented at the Meeting in person or by
proxy in order to constitute a quorum for the election of
directors by that class. A majority of the votes entitled to
be voted must be represented at the Meeting in person or by proxy
in order to constitute a quorum for the transaction of
other business. Under applicable provisions of Delaware law and
the Company's charter documents, nominees receiving a plurality of
the votes cast at a meeting at which a quorum is present will be
elected as directors. Abstentions and broker non-votes will have
no effect on the election of directors.
PAGE
<PAGE>
Proxies which are returned and executed will be voted as
specified therein. If no specification is made, the proxies will
be voted FOR the election of the nominees listed below as
directors.
A stockholder giving a proxy has the power to revoke it at any
time before it is exercised by filing with the Secretary of the
Company at the above address either an instrument revoking the
proxy or a duly executed proxy bearing a later date. A proxy will
be revoked automatically if the stockholder who executed it
is present at the Meeting and votes in person.
An inspector of elections appointed by the Board of Directors for
the Meeting will count the votes cast in the election of directors.
The Company's stock transfer agent, which has received, inspected
and tabulated the proxies returned by stockholders, will assist the
inspector of elections in such counting.
The Meeting may be adjourned, and additional proxies solicited,
if at the time of the Meeting the votes necessary to approve any of
the proposed actions have not been obtained. Any adjournment of
the Meeting will require the affirmative vote of a majority of the
common stock represented at the Meeting, in person or by proxy,
even if less than a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of October
7, 1994, regarding the beneficial ownership of the Company's Class
A Common Stock and Class B Common Stock owned by each director or
nominee of the Company, each of the persons named in the Summary
Compensation Table, each person known to the Company to own
beneficially more than five percent (5%) of the outstanding shares
of either class, and all directors and officers as a group. Except
as otherwise noted, each person has sole voting power and sole
investment power with respect to such shares.
<TABLE>
<CAPTION>
Number of Percentage Number of
Percentage
Class A of Class Class B of
Class
Name of Beneficial Owner Shares A Shares Shares* B
Shares
- - ------------------------ -------- ---------- --------
- - ----------
<S> <C> <C> <C> <C>
5300 Richmond Road Corp. (1) 1,553,630 N/A 0 0.0
Thomas A. Rego (2) 259,880 3.6 108,861 11.4
Charles A. Rini, Sr. (3) 202,657 2.8 264,495 27.7
Anthony C. Rego (4) 187,212 2.6 36,583 3.8
S. Lee Kohrman (5) 98,644 1.4 0 0.0
Michael L. Borstein (6) 73,065 1.0 43,702 4.6
Anthony Rini (7) 50,046 ** 0 0.0
Charles A. Rini, Jr. (8) 39,642 ** 0 0.0
Philip M. Sanson (9) 28,645 ** 53,802 5.6
Joseph E. Crimaldi (10) 26,100 ** 49,402 5.2
Charles A. Rego (11) 26,000 ** 24,219 2.5
Ronald W. Ocasek (12) 11,350 ** 0 0.0
Charles A. Rini (13) 8,501 ** 57,763 6.0
Robert H. Kanner 0 0.0 0 0.0
William A. Miller 0 0.0 0 0.0
James A. Schlindwein 0 0.0 0 0.0
Directors and Officers
as a Group (23 persons) (14) 932,975 12.9 585,025 61.2
</TABLE>
2
<PAGE>
<PAGE>
(notes continued from previous page)
- - ------------------------------------
* Upon compliance with certain conditions, Class B Common Stock is
convertible into Class A Common Stock on a share for share basis.
**Indicates an amount less than 1%.
(1) Under Delaware law, shares of the Company held by 5300 Richmond
Road Corp. will not be entitled to vote on matters requiring a
stockholder vote or be counted for quorum purposes. Such
shares are also excluded for purposes of calculating the
Percentage of Class A Shares. Business address is Riser Foods,
Inc., 5300 Richmond Road, Bedford Heights, Ohio 44146.
(2) Includes 248,782 shares of Class A Common Stock owned by
Mr.Rego's mother over which Mr. Rego exercises shared voting
and investment power, 1,500 shares of Class A Common Stock
owned by Mr. Rego's wife and 5,000 shares of Class A
Common Stock that Mr. Rego has the right to acquire at $7.31
per share by exercise of stock options. Business address is
Riser Foods, Inc., 5300 Richmond Road, Bedford Heights, Ohio
44146.
(3) Includes 15,000 shares held in trust by Mr. Rini as trustee for
his benefit, 173,558 shares of Class A Common Stock owned by 11
trusts of which Mr. Rini serves as trustee for the benefit of
his children and 9,000 shares of Class A Common Stock that Mr.
Rini has the right to acquire at $7.31 per share by exercise of
stock options. Also includes 1,500 shares of Class A Common
Stock owned by Mr. Rini's wife and 3,599 shares of Class A
Common Stock held in trust for the benefit of his wife over
which Mr. Rini does not exercise voting or investment power.
Business address is Riser Foods, Inc., 5300 Richmond Road,
Bedford Heights, Ohio 44146.
(4) Includes 9,000 shares of Class A Common Stock that Mr. Rego has
the right to acquire at $7.31 per share by exercise of stock
options, 100 shares of Class A Common Stock owned by Mr. Rego's
wife and 64,497 shares of Class A Common Stock owned by his
children.
(5) Includes 98,644 shares of Class A Common Stock owned by Mr.
Kohrman's wife as to which Mr. Kohrman disclaims beneficial
ownership.
(6) Includes 4,895 shares of Class A Common Stock owned by Mr.
Borstein's wife and 6,608 shares of Class A Common Stock owned
by his children.
(7) Includes 50,046 shares of Class A Common Stock owned by a trust
of which Mr. Rini has sole power to direct the voting and
investment of such shares.
(8) Includes 38,142 shares of Class A Common Stock held in trust
for the benefit of Charles A. Rini, Jr. of which Charles A.
Rini, Sr. has sole power to direct the voting and investment of
such shares and such shares are also included within the number
of shares beneficially owned by Charles A.Rini, Sr.
(9) Mr. Sanson died on March 30, 1993 but is still listed as the
record holder of such shares. Address is c/o Riser Foods,
Inc., 5300 Richmond Road, Bedford Heights, Ohio 44146.
(10)Includes 5,000 shares of Class A Common Stock that Mr. Crimaldi
has the right to acquire at $7.31 per share by exercise of
stock options. Business address is Riser Foods, Inc., 5300
Richmond Road, Bedford Heights, Ohio 44146.
(11)Includes 5,000 shares of Class A Common Stock that Mr. Rego has
the right to acquire at $7.31 per share by exercise of stock
options.
3
<PAGE> <PAGE>
ELECTION OF DIRECTORS
The Company has nominated S. Lee Kohrman, Robert H. Kanner,
William A. Miller and James A. Schlindwein as the directors to be
elected by the holders of Class A Common Stock and Anthony C. Rego,
Charles A. Rini, Sr., Ronald W. Ocasek, Joseph E. Crimaldi, Thomas
A. Rego, Charles A. Rego, Anthony Rini, Charles A. Rini and
Charles A. Rini, Jr. as the directors to be elected by the holders
of Class B Common Stock. With the exception of James A.
Schlindwein, all the nominees are currently members of the Board of
Directors. Each director will serve until the next annual meeting
of stockholders and until his successor is duly elected and
qualified. If a nominee for election to the Board of Directors is
unable to serve as a director, the shares represented by proxies
voted in favor of that nominee will be voted for any
substitute nominee as may be named by the Board of Directors.
BIOGRAPHICAL INFORMATION CONCERNING NOMINEES
Anthony C. Rego, 53, has served as Chairman of the Board and
Chief Executive Officer since December 14, 1990 and served as
Co-Chairman of the Board and Joint Chief Executive Officer from
December 18, 1987 to December 14, 1990. He is also Vice President,
Secretary and a director of Rini-Rego Supermarkets, Inc., f/k/a
Fisher Foods, Inc. ("Rini-Rego"), a wholly-owned subsidiary of the
Company. He is a cousin of Thomas A. Rego and Charles A. Rego.
Charles A. Rini, Sr., 56, has served as President, Chief
Operating Officer and a director since December 18, 1987. He is
also President and a director of Rini-Rego. He is the father
of Charles A. Rini, Jr., a nephew of Anthony Rini and a cousin of
Charles A. Rini.
Ronald W. Ocasek, 48, has served as a director since December 10,
1993 and as Senior Vice President-Administration since December 11,
1992, Treasurer since May 22, 1991 and Chief Financial Officer
since June 23, 1989. From September, 1988 through June, 1989 he
served as Vice President-Financial Operations. Mr. Ocasek is also
Chief Financial Officer and Treasurer of Rini-Rego.
Joseph E. Crimaldi, 55, served as a director from December 18,
1987 to December 14, 1990 and since December 12, 1991. Mr.
Crimaldi has served as Senior Vice President-Procurement since
December 12, 1991 and as Secretary since December 14, 1990. From
June 8, 1988 to December 12, 1991 he served as an Executive Vice
President.
Thomas A. Rego, 54, served as a director from December 18, 1987
to November 22, 1989 and since December 14, 1990. Mr. Rego has
served as Senior Vice President-Store Development since June 8,
1988 and served as Secretary from June 23, 1989 to December 14,
1990. He is a cousin of Anthony C. Rego and Charles A. Rego.
- - -------------------------------------
(notes continued from previous page)
(12)Includes 5,000 shares of Class A Common Stock that Mr. Ocasek
has the right to acquire at $10.31 per share and 6,000 shares
of Class A Common Stock that he has the right to acquire at
$7.31 per share by exercise of stock options.
(13)Business address is Rini Realty Company, 19050 Lorain Road,
Fairview Park, Ohio 44126.
(14)Includes 29,400 shares of Class A Common Stock that all
directors and officers as a group have the right to acquire at
$10.31 per share and 66,700 shares of Class A Common Stock that
all directors and officers as a group have the right to acquire
at $7.31 by exercise of stock options.
4
PAGE
<PAGE>
Charles A. Rego, 52, has served as a director since November 22,
1989 and as Senior Vice President-Produce Operations since June 8,
1988. He is a cousin of Thomas A. Rego and Anthony C. Rego.
Anthony Rini, 88, has served as a director since December 18,
1987. For more than five years prior to December 18, 1987 he
served as a director of Rini Holding Company. He is the uncle of
Charles A. Rini, Sr., Charles A. Rini, Jr. and Charles A. Rini.
S. Lee Kohrman, 67, has served as a director since June 8, 1988.
For more than five years he has been a Partner in the law firm of
Kohrman Jackson & Krantz, legal counsel to the Company.
Robert H. Kanner, 47, has served as a director since June 8,
1988. For more than five years he has served as Chairman of the
Board and Chief Executive Officer of Pubco Corporation and its
majority owned Bobbie Brooks, Incorporated subsidiary, which
manufactures computer ribbons and stock tab paper, and has
interests in retailing and construction products. Mr. Kanner is
also a director of Aspen Imaging International, Inc. and CleveTrust
Realty Investors.
William A. Miller, 68, has served as a director since June 8,
1988. From 1987 to 1992 Mr. Miller served as Chairman of the Board
of Durkee Famous Foods and for more than five years prior to 1987
he served as President and CEO of Durkee.
Charles A. Rini, 42, has served as a director since February 25,
1991. For more than five years he has served as President of Rini
Realty Company. He is a nephew of Anthony Rini and a cousin of
Charles A. Rini, Sr. and Charles A. Rini, Jr.
Charles A. Rini, Jr., 30, has served as a director since
December 10, 1993. Since October 16, 1992, Mr. Rini has served as
a Vice President of Rini Realty Company. From August, 1988 to
December, 1991 he attended the Cleveland Marshall College of Law
where he received his Juris Doctor. He is the son of Charles A.
Rini, Sr., nephew of Anthony Rini and a cousin of Charles A. Rini.
James A. Schlindwein, 65, is a nominee for election to the Board
of Directors. For more than five years prior to August 31, 1994 he
served as Executive Vice President-Merchandising Services for Sysco
Corporation, Houston, Texas, a national institutional food
service distributor, and from 1982 through 1994 served as a
director of Sysco.
The Board of Directors of the Company recommends a vote FOR the
election of the directors as set forth herein.
OTHER EXECUTIVE OFFICERS
Frank D. Manetta, 51, has served as Senior Vice
President-Wholesale Operations since April 18, 1994. From November,
1992 to April, 1994 he served as Senior Vice President of White
Rose Foods, Somerset, New Jersey, a wholesale grocery distributor.
For more than five years prior to November 1992, Mr.Manetta served
in various executive capacities, including First Vice President,
New England Region Area Manager and Division President, Reading,
Pennsylvania Division, for Wetterau Food Distribution Group, St.
Louis, Missouri, a food wholesaler.
Philip S. Arnone, 61, has served as Senior Vice
President-Merchandising since October, 1992 and Vice President,
Merchandising and Procurement from September, 1990 to October,
1992. For more than five years prior to September, 1990 he
served as Senior Vice President, Sales and Marketing for Victory
Markets, Norwich, New York, a supermarket chain.
5
<PAGE> <PAGE>
Michael B. Petras, 53, has served as Vice President-Store
Operations since January 3, 1994. For more than five years prior
to December, 1993, Mr. Petras served in various executive
capacities, including Group Vice President of Store Operations and
Group Vice President/General Manager-Discount Drug Division for
First National Supermarkets, Inc., Maple Heights, Ohio, a
supermarket chain.
John A. Koscielski, 48, has served as Vice President-Wholesale
Sales since July 5, 1992. From February 15, 1991 to July 5, 1992
he served as Director of Wholesale Grocery Sales and from March,
1988 through February, 1991 he served as Director of
Retail Services, Wholesale Sales Department.
Allen Van Luvender, 52, has served as Vice President-MIS since
February 15, 1991 and Director-MIS from May 15, 1989 to February
15, 1991. From March, 1986 to May, 1989 he served as Senior
Systems Analyst/Project Manager for Borman's, Inc., Detroit,
Michigan, a supermarket chain.
Mark E. Packer, 52, has served as Vice President-Meat Operations
since October, 1992. From June 8, 1988 to October, 1992 he
served as Director of Meat Operations.
Richard J. Nye, 57, has served as Vice President-Eagle Ice Cream
since May 26, 1990. From July 1, 1986 to May 26, 1990 he served as
General Manager of Eagle Ice Cream.
Frank A. Zeiher, 38, has served as Vice President-Human Resources
since January 3, 1994. For more than five years, Mr. Zeiher served
in various capacities for the Company including Director of Retail
Operations, Director of Productivity & Service and Retail Zone
Manager.
Phillip W. Oliveri, 33, has served as Director of Finance since
December 6, 1992 and as Corporate Controller since November 28,
1988.
Robert M. Catino, 55, has served as Assistant Secretary since
June 8, 1988 and Director of Real Estate since March 14, 1989.
Jeffrey P. Sabatine, 33, has served as General Counsel
since September 14, 1992 and Assistant Secretary since December
11, 1992. From November 16, 1987 to September 4, 1992 Mr.
Sabatine was an attorney with Kohrman Jackson & Krantz,
Cleveland, Ohio.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the 1994 Fiscal Year, the Board of Directors held three
meetings and took action by unanimous written consent on six
occasions. During the 1994 Fiscal Year, each of the directors
attended at least 75% of (i) the total number of meetings held by
committees of the Board on which such director served and (ii)
with the exception of Robert H. Kanner, the total number of
meetings of the Board.
The Board of Directors of the Company has a Compensation
Committee, Audit Committee, Stock Option Committee and Executive
Committee.
The Compensation Committee, which held two meetings during the
1994 Fiscal Year, has the authority to review the salary and
benefit structures of the Company with respect to executive
officers and to make recommendations with respect to such
matters. S. Lee Kohrman, William A. Miller and Robert H. Kanner
are the members of the Compensation Committee.
6
PAGE
<PAGE>
The Audit Committee, which held two meetings during the 1994
Fiscal Year, has the authority to recommend to the Board of
Directors the independent accountants to audit the Company's and
its consolidated subsidiaries' financial statements, to meet with
the independent accountants and to review the Company's financial
statements, results of audits and fees charged. S. Lee Kohrman,
William A. Miller and Robert H. Kanner are the members of the Audit
Committee.
The Stock Option Committee, which held no meetings during the
1994 Fiscal Year, has the authority to supervise the implementation
of the Company's Stock Incentive Plan. S. Lee Kohrman, William A.
Miller and Robert H. Kanner are the members of the Stock Option
Committee.
The Executive Committee, which held no meetings and took action
by unanimous written consent on twelve occasions during the
1994 Fiscal Year, has the authority while the Board of Directors is
not in session to appoint officers and agents of the Company,
review compensation and allowances for directors, review and
approve executive payroll and salaries, approve systems for
the distribution of incentive compensation or cash bonuses under
the Company's Bonus Program, borrow money and issue evidences of
indebtedness, determine questions of general policy, make
recommendations as to the declaration of dividends and such other
powers as may be lawfully delegated to the Board of Directors
which are not in conflict with the Company's Certificate of
Incorporation or By-Laws, or applicable law. Anthony C. Rego and
Charles A. Rini, Sr. are the members of the Executive Committee.
COMPENSATION OF DIRECTORS
The Company compensates Messrs. Kanner and Miller $12,000 per
annum for their services as directors, and each is paid $800 for
each directors' meeting or committee meeting which he attends.
They are also reimbursed for their reasonable expenses incurred in
the performance of their duties as directors. These arrangements
have been in effect for each of the Company's last five fiscal
years.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's securities ("10%
Stockholders") to file reports of ownership and changes of
ownership with the Securities and Exchange Commission (the
"SEC"), the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Officers, directors and 10%
Stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to
the Company, or written representations that no Form 5 was required
to be filed, the Company believes that during the 1994 Fiscal Year,
all Section 16(a) filing requirements applicable to its officers,
directors and 10% Stockholders were complied with, except the
following: one report covering an aggregate of two transactions was
filed late by Robert H. Kanner, a director of the Company, one
report covering one transaction was filed late by Charles A. Rini,
a director of the Company, an Initial Statement of Beneficial
Ownership of Securities on Form 3 was filed late by Frank D.
Manetta, an officer of the Company and one report covering
one transaction was filed late by Charles A. Rini, Sr., a director
and an officer of the Company. Charles A. Rini, Sr. also failed to
file one report in the 1994 Fiscal Year, but subsequently filed
such report.
7
PAGE
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the
compensation of the Chief Executive Officer,the four other most
highly compensated executive officers of the Company who served in
such capacities as of July 2, 1994 and a former officer who
would have been among the four most highly compensated executive
officers had he been an executive officer at fiscal year-end (the
"Named Officers").
<TABLE>
<CAPTION> Long Term
Annual Compensation Compensation
------------------------------- Awards
Other Annual -------
Name and Salary Bonus Compensation Stock
All Other
Principal Position Year ($) ($)(1) ($)(2) Options
Compensation
- - ------------------ ---- ------- ------ ----------- -------
- - -----------
<S> <C> <C> <C> <C> <C>
<C>
Anthony C. Rego 1994 300,000 22,500 -0- -0-
22,290
Chairman and CEO 1993 298,077 43,750 -0- 9,000
19,939
1992 259,600 41,250 -0- -0-
18,478
Charles A. Rini, Sr. 1994 300,000 22,500 -0- -0-
8,800
President and COO 1993 298,077 43,750 -0- 9,000
6,580
1992 259,600 41,250 -0- -0-
3,826
Ronald W. Ocasek 1994 170,290 12,750 -0- -0-
4,757
Senior Vice President1993 160,939 23,623 -0- 6,000
2,105
CFO and Treasurer 1992 147,863 21,243 -0- 5,000
546
Joseph E. Crimaldi 1994 162,762 10,582 -0- -0-
11,688
Senior Vice President1993 161,019 20,551 -0- 5,000
10,090
and Secretary 1992 152,581 19,839 -0- -0-
10,784
Thomas A. Rego 1994 161,180 10,479 -0- -0-
4,410
Senior Vice President1993 159,454 20,352 -0- 5,000
3,994
1992 151,717 19,726 -0- -0-
4,009
Michael L. Borstein 1994 145,398 -0- -0- -0-
79,734
Former Executive 1993 218,090 32,000 -0- 9,000
9,002
Vice President(5) 1992 201,769 30,007 -0- -0-
7,953
8
</TABLE>
(1) Bonuses are shown for the fiscal year earned, but are paid in
the following fiscal year.
(2) No information is provided in the column labeled "Other
Annual Compensation" since the aggregate amount of
perquisites and other personal benefits for the periods
indicated is less than the lesser of $50,000 or 10% of the
total annual salary and bonus reported for each of the Named
Officers.
8
PAGE
<PAGE>
AGGREGATED OPTION EXERCISES IN 1994 FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
The following table sets forth information on option exercises by
the Named Officers during the 1994 Fiscal Year and the value of
such Named Officer's unexercised in-the-money options at July 2,
1994, the last day of the 1994 Fiscal Year.
<TABLE>
<CAPTION>
Number of
Shares Number of Securities Value of
Unexercised
Acquired Value Underlying Options In
the-Money Options
on Realized at Fiscal Year-End at Fiscal
Year-End
Name Exercise ($) Exercisable Unexercisable
Exercisable Unexercisable
- - -------------- --------- ---- ----------- -------------
- - ----------- -------------
<S> <C> <C> <C> <C> <C>
<C>
Anthony C. Rego -0- -0- -0- 9,000 -0-
-0-
Charles A. Rini, Sr.-0- -0- -0- 9,000 -0-
-0-
Ronald W. Ocasek -0- -0- 5,000 6,000 -0-
-0-
Joseph E. Crimaldi -0- -0- -0- 5,000 -0-
-0-
Thomas A. Rego -0- -0- -0- 5,000 -0-
-0-
Michael L. Borstein -0- -0- -0- -0- -0-
-0-
</TABLE>
(notes continued from previous page)
(3) All options shown were granted by the Stock Option Committee
under the Company's Stock Incentive Plan For Key Employees. Options
shown for the 1992 Fiscal Year were granted on October 4, 1991 and
became exercisable on October 4, 1993 at $10.31 per share. Options
shown for the 1993 Fiscal Year were granted on July 28, 1992 and
became exercisable on July 28, 1994 at $7.31 per share. Such
unexercised options expire ten years following the date of grant
and will expire earlier if certain events occur, including if the
optionee ceases to be an active employee, officer or director of
the Company, or dies or becomes disabled.
(4) Information provided in the column labeled "All Other
Compensation" for the 1994 Fiscal Year includes the following: (i)
the value of life insurance premiums paid by the Company for the
benefit of each of the Named Officers as follows: Mr. A. Rego,
$18,915; Mr. Rini, $2,754; Mr. Ocasek, $1,566; Mr. Crimaldi,
$9,592; Mr. T. Rego, $4,410; and Mr. Borstein, $8,609; (ii)
the value of life insurance premiums paid by the Company net of
premiums to be refunded to the Company for the benefit of Mr.
Rini in the amount of $2,671; and (iii) matching contributions to
the Company's Employee Savings and Retirement Plan to each of the
Named Officers as follows: Mr. A. Rego, $3,375; Mr. Rini, $3,375;
Mr. Ocasek, $3,191; Mr. Crimaldi, $2,096; and Mr. Borstein, $1,895.
(5) Mr. Borstein resigned from his position as Executive Vice
President and a director of the Company on February 4, 1994.
The amount shown in the column labelled "All Other Compensation"
represents severance payments made to Mr. Borstein in the 1994
Fiscal Year pursuant to a Settlement Agreement and Release between
Mr. Borstein and the Company dated February 1, 1994. In general,
this agreement provides for severance payments of $200,000 per year
through February 24, 1996, continued participation in the Company's
medical, life and disability insurance benefit programs and title
to the Company vehicle used by him. Such agreement also contains
a release of liability and prohibits Mr. Borstein from competing
with the Company for a two-year period.
9
PAGE
<PAGE>
COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION
The Compensation Committee of Board of Directors (the
"Committee") is composed of the individuals listed below, all of
whom are outside directors. No member of the Committee has served
as an officer of the Company or is eligible to participate in any
of the compensation plans or programs it oversees.
The hiring, retention and compensation of an executive is based
chiefly upon the individual's experience, commitment to
long-term service with the Company, relative compensation levels in
the industry and marketplace, leadership qualities and identifiable
contribution to the Company's financial results. Consequently, the
compensation package of the Company's executives consists of a base
salary reviewed each year, participation in the Company's Stock
Incentive Plan for Key Employees (the "Stock Incentive Plan") and
participation in the Company's Cash Bonus Program (the "Bonus
Program").
Using the above criteria and compensation package, the base
compensation of Anthony C. Rego, the Company's Chief Executive
Officer, for the fiscal year ended July 2, 1994, was substantially
the same as that for the prior fiscal year and his predetermined
share of the bonus pool distributed under the Bonus Program earned
him $22,500 compared to $43,750 for the prior fiscal year, or a
decrease of 48.6%. He received no options to purchase shares under
the Stock Incentive Plan. Given special consideration in
determination of Mr. Rego's base salary, in addition to the
foregoing criteria, was the contribution to the Company's
financial results and access to new wholesale customers from Mr.
Rego's leadership in acquiring a new health and beauty care/general
merchandise business during the period.
Robert H. Kanner
S. Lee Kohrman
William A. Miller
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
S. Lee Kohrman, a director of the Company, is a member of the
Compensation Committee which reviews and makes recommendations
concerning executive officers' salaries and bonuses. During the
1994 Fiscal Year, the Company engaged Kohrman Jackson & Krantz as
legal counsel to the Company and its subsidiaries. Mr. Kohrman is
a Partner in such law firm.
10
PAGE
<PAGE>
STOCK PRICE PERFORMANCE
The following graph is a comparison of the cumulative total
return during the preceding five fiscal year for the Company's
Class A Common Stock, the AMEX Market Value Index and the Dow Jones
Food Retailers & Wholesalers Index assuming an initial investment
of $100 on June 30, 1989 and the reinvestment of all dividends, if
any. The information presented should not be interpreted as being
necessarily indicative of future performance.
<TABLE>
<CAPTION>
Measurement Period Riser Foods, Amex Market DJ
Food
(Fiscal Year Covered) Inc. Value Retailers
and Wholesalers
<S> <C> <C> <C>
Measurement Pt-6/30/89 $100 $100 $100
FYE 6/30/90 $137 $101 $118
FYE 6/29/91 $142 $100 $136
FYE 6/27/92 $112 $106 $125
FYE 7/03/93 $ 95 $121 $136
FYE 7/02/94 $ 92 $118 $129
</TABLE>
CERTAIN TRANSACTIONS
The Company was formed to act as the parent holding company in
connection with the combination (the "Combination") of Fisher
Foods, Inc. ("Fisher"), Rini Holding Company ("Rini"), Rego
Supermarkets, Inc. ("Rego"), and American Seaway Foods, Inc. and
two of its affiliated partnerships ("Seaway"). The effective date
of the Combination was June 8, 1988 (the "Effective Date").
Subsequently, Rini and Rego were merged into Fisher and Fisher's
name was changed to Rini-Rego Supermarkets,Inc.
Since the Effective Date, the Company has continued to lease from
Seaway Development Company ("Seaway Development") a warehouse on
Aurora Road and its Cash-n-Carry facility on Woodland Avenue upon
lease terms which were amended in April 1992 reducing the term of
the leases to end on July 14, 1995 and granting the Company the
right to purchase and Seaway Development the right to put to
the Company these properties. Monthly base rental is $58,478 and
$6,609 for the Aurora Road and Woodland Avenue properties,
respectively. During the 1994 Fiscal Year, the Company paid Seaway
Development $781,040 under such leases. Seaway Development is an
Ohio general partnership whose partners were shareholders of Seaway
prior to the Combination, and include Michael L. Borstein,
who served as a director and an Executive Vice President of
the Company until February 4, 1994. The Company believes the terms
and conditions of the leases from Seaway Development reflect
current market rental rates and are at least as favorable to
the Company as could be obtained from persons not related to the
Company. Seaway Development has notified the Company of its intent
to put these buildings to the Company pursuant to the lease terms
for each property in the current fiscal year for an aggregate
purchase price of $6,000,000.
11
PAGE
<PAGE>
Since the Effective Date, the Company has leased five retail
supermarket locations from Rini Realty Company ("Rini Realty"), an
Ohio corporation whose shareholders were shareholders of Rini prior
to the Combination and include Charles A. Rini, Sr., a director and
the President and Chief Operating Officer of the Company, Anthony
Rini, Charles A. Rini and Charles A. Rini, Jr., who are each
directors of the Company. Since the Effective Date, the Company
has also leased two retail supermarket locations from Rego Realty
Company ("Rego Realty"), an Ohio limited partnership whose partners
were shareholders of Rego prior to the Combination and include
Anthony C. Rego, Chairman and Chief Executive Officer of the
Company, Thomas A. Rego, and director and Senior Vice President
of the Company, Joseph E. Crimaldi, a director, Senior Vice
President and Secretary of the Company and Charles A. Rego,
a director and Senior Vice President of the Company. The
Company's management believes that the terms and provisions of such
leases reflect terms and conditions which are customary in the
retail grocery industry and are at least as favorable to the
Company as could be obtained from persons unrelated to the Company.
Each of the leases provides for base rent plus additional rent
based on a percentage of the Company's gross sales from such
location and allows for an adjustment in the base rent
every five years. Each lease provides that the Company pay real
estate taxes, assessments, common area maintenance charges,
insurance charges and utility expenses. During the 1994
Fiscal Year, the Company paid Rini Realty and Rego Realty annual
fixed rent of $1,344,091 and $399,384, respectively. On May 1,
1987, a subsidiary of the Company made a loan to Rego Realty in the
principal amount of $990,000 in connection with the acquisition of
a supermarket location. This loan, the largest outstanding balance
of which was $822,438 during the 1994 Fiscal Year, bears interest
at 7.5%, and has an outstanding balance of $777,999 as of October
12, 1994. During the 1994 Fiscal Year, Rego Realty repaid the
outstanding balance of a $306,000 loan bearing interest at prime
plus 1.5% percent in the amount of $162,574, which loan was made
by the Company in March 1988.
As of September 24, 1994 the Company had accounts and notes
receivable of approximately $3,146,000 due from other members of
the Association of Stop-N-Shop Supermarkets (the "Association"), an
association of independent supermarkets established as a
cooperative advertising and purchasing organization. The
Company has a 69% ownership and 38% voting interest in the
Association. The accounts and notes receivable are primarily
related to arms-length purchases of grocery related products and
gift certificates by other members of the Association.
During the 1994 Fiscal Year, the Company engaged Kohrman Jackson
& Krantz as legal counsel to the Company and its subsidiaries. S.
Lee Kohrman, a director of the Company, is a Partner in such law
firm.
In connection with Frank D. Manetta joining the Company as
Senior Vice President-Wholesale Operations, the Company made a
$97,127 bridge loan to him and his wife for the purchase of a house
in the Cleveland area. This note bears interest at 8.25%, is
secured by second mortgages on both his current and former
residences and has a balance of $99,191 as of October 15,
1994.
INDEPENDENT PUBLIC ACCOUNTANTS
Pursuant to the recommendation of the Audit Committee, the Board
of Directors selected Arthur Andersen & Co. as the Company's
independent public accountants for the 1994 Fiscal Year.
Representatives of that firm will be present at the Meeting, will
have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions from
stockholders. The Board of Directors has retained discretion in
the appointment of its independent public accountant for the fiscal
year ending July 1, 1995.
12
PAGE
<PAGE>
ADDITIONAL INFORMATION
COST OF SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by the Company
including expenses for preparing and mailing proxy solicitation
materials. In addition to use of the mails, proxies may be
solicited by certain officers, directors and regular employees of
the Company, without extra compensation, by telephone, telegraph or
personal interview.
STOCKHOLDER PROPOSAL DEADLINE
A stockholder proposal intended to be presented at the 1995
Annual Meeting must be received by the Company on or before July 2,
1995 to be considered for inclusion in the Company's proxy
statement and form of proxy relating to that meeting. Such
proposal should be addressed to Secretary, Riser Foods, Inc., 5300
Richmond Road, Bedford Heights, Ohio 44146.
OTHER BUSINESS
The Company is not aware of any matters to be brought before the
Meeting except those set forth in the attached Notice of Annual
Meeting of Stockholders. However, if other matters come before the
Meeting, it is the intention of the proxy holders named in
the enclosed form of proxy to vote in accordance with their
discretion on such matters.
Stockholders are urged to date, sign and return the enclosed
proxy in the envelope provided to make certain their shares are
voted. A prompt response is helpful and your cooperation
will be appreciated.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ Anthony C. Rego
Anthony C. Rego
Chairman of the Board
and Chief Executive
Officer
Bedford Heights, Ohio
October 27, 1994
ANNUAL REPORT ON FORM 10-K
IN ADDITION TO ITS ANNUAL REPORT TO STOCKHOLDERS, THE COMPANY FILES
AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND EXCHANGE
COMMISSION. STOCKHOLDERS MAY, WITHOUT CHARGE,OBTAIN A COPY WITHOUT
EXHIBITS BY WRITING TO THE COMPANY, ATTENTION: RONALD W. OCASEK,
CHIEF FINANCIAL OFFICER, RISER FOODS,INC., 5300 RICHMOND ROAD,
BEDFORD HEIGHTS, OHIO 44146.
13
<PAGE>
APPENDIX
Graphic and Image Information
Item: Cross Reference:
Performance Graph See the description
(Regulation S-K Item contained at page
402(l) 11 of the filing
under the caption
"Stock Price
Performance"
14
<PAGE>
X Please Mark your Shares in your name
vote as in this
example
For Withheld
--- ---
1. Election of 2. In their discretion, the Proxies are
Directors authorized to vote upon such other
(see reverse) business as may properly come before
the meeting.
For, except vote withheld from the
following nominee(s):
This proxy when properly executed
will be voted in the manner directed
---------- herein by the stockholder. If no
direction is made, this proxy will
be voted to elect all of the
nominees for Director as set forth
in Item 1 above and in accordance
with the best judgement of the
Proxies on any other business which
properly comes before the meeting.
CHANGE
OF ----------
ADDRESS
SIGNATURE(S) DATE
---------------------------------------- --------
SIGNATURE(S) DATE
---------------------------------------- ---------
NOTE: Please sign exactly as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
P RISER FOODS, INC.
R
O CLASS A COMMON STOCK
X
Y Proxy Solicited on Behalf of the Board of Directors of
Riser Foods, Inc. for Annual Meeting on December 9, 1994
The undersigned constitutes and appoints Anthony C. Rego
and Charles A. Rini, Sr., and each of them, his true and
lawful agent and proxy with full power of substitution in
each, to represent the undersigned and to vote as
designated below all shares of Class A Common Stock of
Riser Foods, Inc. (the "Company"), held of record by the
undersigned on October 17, 1994, at the annual meeting of
stockholders to be held at the Company's offices on
December 9, 1994 or any adjournment thereof.
(change of address)
Election of Directors, Nominees:
S. Lee Kohrman, Robert H. Kanner,
William A. Miller and James A.
Schlindwein
(If you have written in the
above space, please mark
the corresponding box on the
reverse side of this card.)
Please mark, sign, date and return this proxy card promptly
using the enclosed envelope
PAGE
<PAGE>
X Please Mark your Shares in your name
vote as in this
example
For Withheld
--- ---
1. Election of 2. In their discretion, the Proxies
Directors are authorized to vote upon such
(see reverse) other business as may properly
come before the meeting.
For, except vote withheld from the
following nominee(s):
This proxy when properly
executed will be voted in the
---------- manner directed herein by the
stockholder. If no direction is
made, this proxy will be voted
to elect all of the nominees for
Director as set forth in Item
1 above and in accordance with
the best judgement of the
Proxies on any other business
which properly comes before
the meeting.
CHANGE
OF ----------
ADDRESS
SIGNATURE(S) DATE
---------------------------------------- ----------
SIGNATURE(S) DATE
---------------------------------------- ----------
NOTE: Please sign exactly as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If
partnership, please sign in partnership name by authorized person.
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
P RISER FOODS, INC.
R
O CLASS B COMMON STOCK
X
Y Proxy Solicited on Behalf of the Board of Directors of
Riser Foods, Inc. for Annual Meeting on December 9, 1994
The undersigned constitutes and appoints Anthony C. Rego
and Charles A. Rini, Sr., and each of them, his true and
lawful agent and proxy with full power of substitution in
each, to represent the undersigned and to vote as
designated below all shares of Class B Common Stock of
Riser Foods, Inc. (the "Company"), held of record by the
undersigned on October 17, 1994, at the annual meeting of
stockholders to be held at the Company's offices on
December 9, 1994 or any adjournment thereof.
(change of address)
Election of Directors, Nominees:
Anthony C. Rego, Charles A. Rini,
Sr., Ronald W. Ocasek, Joseph E.
Crimaldi, Thomas A. Rego, Charles
A. Rini, Charles A. Rego, Anthony
Rini, Charles A. Rini, Jr. (If you have written in the
above space, please mark
the corresponding box on the
reverse side of this card.)
Please mark, sign, date and return this proxy card promptly using
the enclosed envelope
<PAGE>
