<PAGE> 1
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 Section 240.14a-11(c) or Section 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> 2
RISER FOODS, INC.
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 6, 1996,
at 10:00 a.m. The Notice of Annual Meeting, Proxy Statement and form of proxy
are enclosed with this letter.
As more fully described in the attached Notice of Annual Meeting and
accompanying Proxy Statement, the principal business to be addressed at the
Annual Meeting is the election of directors and approval of an amendment to the
Company's Stock Incentive Plan for Key Employees.
Your vote is important to the Company. Please return the enclosed proxy
as soon as possible whether or not you plan to attend the Annual Meeting. You
may choose to vote in person at the Annual Meeting even if you have returned a
proxy.
On behalf of the Board of Directors and management of the Company,
thank you for your cooperation and continued support.
Sincerely,
/s/ Charles A. Rini, Sr.
Charles A. Rini, Sr.
President and
Chief Operating Officer
October 25, 1996
<PAGE> 3
RISER FOODS, INC.
-----------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 6, 1996
-----------------------------------------------
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
6, 1996, at 10:00 a.m., Eastern Standard 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 (Proposal I);
2. To approve the Company's Amended and Restated 1996 Stock
Incentive Plan (Proposal II); and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Stockholders of record at the close of business on October 14, 1996
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/ Charles A. Rini, Sr.
Charles A. Rini, Sr.
President and
Chief Operating Officer
October 25, 1996
<PAGE> 4
RISER FOODS, INC.
-------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 6, 1996
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 6, 1996, 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 June 29, 1996 (the "1996
Fiscal Year") and Notice of Annual Meeting of Stockholders (the "Notice") is
being mailed together with this Proxy Statement and form of proxy on or about
October 25, 1996 to stockholders of record at the close of business on October
14, 1996. 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. 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 1, 1996, the Company had
8,734,217 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 950
stockholders of record of the Company's Class A Common Stock and 35 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 holders of Class B Common Stock are entitled
to ten (10) votes in person or by proxy for each share held. With respect to the
election of directors, voting as a separate class, holders of Class A Common
Stock are entitled to elect four (4) directors and voting as a separate class,
holders of Class B Common Stock are entitled to elect the remaining nine (9)
directors. With respect to the proposal to approve the Company's Amended and
Restated 1996 Stock Incentive Plan, holders of Class A Common Stock and Class B
Common Stock will vote together as a single class.
<PAGE> 5
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.
Abstentions and broker non-votes will be tabulated by an inspector of
elections appointed by the Board of Directors for the Meeting and will be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in the tabulations of the votes
cast on proposals presented to the stockholders, whereas broker non-votes are
not counted for purposes of determining whether a proposal has been approved.
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. Approval of the Amended
and Restated 1996 Stock Incentive Plan requires the affirmative vote of the
holders of a majority of the votes cast at a meeting at which a quorum is
present.
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 and in favor of the proposals set
forth in the Notice.
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.
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.
PROPOSAL I
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, Thomas A. Rego, Charles A. Rego, Anthony Rini, Charles A. Rini, Charles
A. Rini, Jr. and Jack A. Robinson as the directors to be elected by the holders
of Class B Common Stock. 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.
2
<PAGE> 6
Biographical Information Concerning Nominees
- --------------------------------------------
Anthony C. Rego, 55, 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., 58, 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, 50, 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. Mr. Ocasek
is also Chief Financial Officer and Treasurer of Rini-Rego.
Thomas A. Rego, 56, 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 as Secretary from June
23, 1989 to December 14, 1990 and since November 10, 1994. He is a cousin of
Anthony C. Rego and Charles A. Rego.
Charles A. Rego, 54, 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, 90, 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, 69, 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 P.L.L., legal counsel to the Company.
Robert H. Kanner, 49, has served as a director since June 8, 1988. For
more than five years he has served as President and Chief Executive Officer of
Pubco Corporation and its wholly owned and majority owned subsidiaries, which
manufacture computer and data processing supplies and construction equipment
products. Mr. Kanner is also a trustee of CleveTrust Realty Investors.
William A. Miller, 70, 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, 44, 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.
3
<PAGE> 7
Charles A. Rini, Jr., 32, 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, Mr. Rini 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, 67, has served as a director since December 9,
1994. For more than five years prior to August 31, 1994, Mr. Schlindwein 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 Corporation.
Jack A. Robinson, 66, has served as a director since June 7, 1996.
Since November, 1995, Mr. Robinson has served as Chairman and President of the
JAR Group, L.L.C., Bloomfield Hills, Michigan, a company specializing in
business ventures and real estate syndications. For more than five years prior
to March, 1995, Mr. Robinson served as Chairman and Chief Executive Officer of
Perry Drug Stores, Inc., Pontiac, Michigan, a retail drugstore company which was
acquired by Rite Aid Corporation in early 1995.
Mr. Robinson is also a director of R & B, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS AS
SET FORTH HEREIN.
Other Executive Officers
- ------------------------
Michael B. Petras, 55, has served as Executive Vice President-Retail
Operations since April 6, 1995, Senior Vice President-Retail Operations from
November 10, 1994 to April 5, 1995 and Vice President-Store Operations from
January 3, 1994 to November 9, 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.
Frank D. Manetta, 53, has served as Executive Vice President-Wholesale
Operations since April 6, 1995 and as Senior Vice President-Wholesale Operations
from April 18, 1994 to April 5, 1995. 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, 63, has served as Senior Vice President-Merchandising
since October, 1992 and Vice President, Merchandising and Procurement from
September, 1990 to October, 1992.
John A. Koscielski, 49, has served as Vice President-Wholesale Sales
since July 5, 1992, Director of Wholesale Grocery Sales from February 15, 1991
to July 5, 1992 and Director of Retail Services, Wholesale Sales Department from
March, 1988 through February, 1991.
Allen VanLuvender, 54, has served as Vice President-MIS since February
15, 1991 and Director- MIS from May 15, 1989 to February 15, 1991.
4
<PAGE> 8
Mark E. Packer, 54, has served as Vice President-Meat Operations since
October, 1992 and Director of Meat Operations from June 8, 1988 to October,
1992.
Richard J. Nye, 59, has served as Vice President-Eagle Ice Cream since
May 26, 1990 and General Manager of Eagle Ice Cream from July 1, 1986 to May 26,
1990.
Frank A. Zeiher, 40, has served as Vice President-Human Resources since
January 3, 1994. For more than five years prior to January 3, 1994, Mr. Zeiher
served in various capacities for the Company including Director of Retail
Operations, Director of Productivity & Service and Retail Zone Manager.
Leonard V. Meuti, 47, has served as Vice President-Warehouse and
Transportation since November 9, 1995 and Director of Distribution from February
14, 1991 to November 8, 1995.
Robert M. Catino, 57, has served as Assistant Secretary since June 8,
1988 and Director of Real Estate since March 14, 1989.
Phillip W. Oliveri, 35, has served as Director of Finance since
December 6, 1992 and as Corporate Controller since November 28, 1988.
Jeffrey P. Sabatine, 35, 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 1996 Fiscal Year, the Board of Directors held four meetings
and took action by unanimous written consent on one occasion. During the 1996
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) 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 one meeting during the 1996
Fiscal Year, has the authority to review the salary and benefit structure 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.
The Audit Committee, which held one meeting during the 1996 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, James
A. Schlindwein and Robert H. Kanner are the members of the Audit Committee.
5
<PAGE> 9
The Stock Option Committee, which held no meetings during the 1996
Fiscal Year, has the authority to supervise the implementation of the Company's
Stock Incentive Plan for Key Employees. 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 three occasions during the 1996 Fiscal Year, has
the authority when the Board of Directors is not in session to appoint officers
and agents of the Company, to review compensation and allowances for directors,
to review and approve executive payroll and salaries, to approve systems for the
distribution of incentive compensation or cash bonuses under the Company's Bonus
Program, to borrow money and issue evidences of indebtedness, to determine
questions of general policy, to make recommendations as to the declaration of
dividends and to act with 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, 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, Kohrman, Miller, Robinson and
Schlindwein a fee of $12,000 per annum for their services as directors, and each
is paid $800 for each directors' meeting which he attends. They are also
reimbursed for their reasonable expenses incurred in the performance of their
duties as directors.
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") and the American Stock Exchange, 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 1996 Fiscal Year, all Section 16(a) filing
requirements applicable to its officers, directors and 10% Stockholders were
complied with, except one report covering two transactions was filed late by
Phillip W. Oliveri, an officer of the Company.
PROPOSAL II
APPROVAL OF RESTATED STOCK INCENTIVE PLAN
The Board of Directors unanimously approved the amendment and
restatement of the Riser Foods, Inc. Stock Incentive Plan for Key Employees (the
"Stock Incentive Plan"), subject to approval by the stockholders, to increase
the number of shares of Class A Common Stock issuable pursuant to the Stock
Incentive Plan from 500,000 to 1,000,000, to extend the term of the Stock
Incentive Plan for an additional ten years and to make certain other adjustments
to the terms of the Stock Incentive Plan to reflect changes in law and
regulations. See "Proposed Amendments." If this proposal is approved by the
stockholders, the Stock Incentive Plan will be renamed the "Riser Foods, Inc.
Amended and Restated 1996 Stock Incentive Plan" (the "Restated Stock Incentive
Plan").
6
<PAGE> 10
DESCRIPTION OF CURRENT STOCK INCENTIVE PLAN
The Stock Incentive Plan was adopted in December, 1987 to provide key
employees, officers and directors of the Company and its subsidiaries with an
increased incentive to make significant and extraordinary contributions to the
long-term performance and growth of the Company and its subsidiaries, to join
the interests of these individuals and the interests of the stockholders of the
Company, and to facilitate attracting and retaining officers, directors and key
employees of exceptional ability. Approximately 140 employees are eligible to
participate in the Stock Incentive Plan. The Stock Incentive Plan provides for
the grant of options to purchase shares of the Company's Class A Common Stock,
stock appreciation rights ("SARs") and restricted shares of Class A Common Stock
("Restricted Stock"). The total number of shares of Class A Common Stock subject
to options, SARs or grants of Restricted Stock under the Stock Incentive Plan
may not exceed 500,000 shares in the aggregate (subject to adjustment for
subsequent splits, stock dividends and certain changes in the Class A Common
Stock). SARs may either be granted independently or in conjunction with the
grant of a stock option. Restricted Stock awards do not require the payment of
any option price, but the awards are subject to forfeiture if such recipient's
employment terminates during a period specified in the grant, or if other
conditions specified in the grant are not met. As of October 1, 1996, the
Company had not issued any SARs or made any grants of Restricted Stock.
The Stock Incentive Plan is administered by the Stock Option Committee
consisting of three directors of the Company. The members of the Stock Option
Committee are appointed by the Board of Directors of the Company and may be
removed from the Stock Option Committee by the Board. The Stock Option Committee
issues grants in accordance with the Stock Incentive Plan and determines (1)
which individuals will be awarded grants, (2) the amount of Class A Common Stock
to be granted to such individuals, and (3) the terms and conditions of any
grants awarded under the Stock Incentive Plan. Subject to the provisions of the
Stock Incentive Plan, the Stock Option Committee is authorized to interpret the
Stock Incentive Plan, to promulgate, amend and rescind rules and regulations
relating to the Stock Incentive Plan and to make all other determinations that
are necessary or advisable for its administration. Each stock option, SAR and
award of Restricted Stock shall be evidenced by a written agreement consistent
with the provisions of the Stock Incentive Plan.
The Stock Incentive Plan provides for the grant to employees of
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and for the grant of
nonqualified stock options to eligible employees (including officers and
employee directors) and non-employee directors. Incentive stock options may be
exercisable for up to ten years at an option price of not less than the fair
market value of the Class A Common Stock on the date that the option is
granted, or for up to five years at an option price of not less than 110% of
the fair market value of the Class A Common Stock in the case of an officer or
other key employee who owns, at the time the option is granted, more than 10%
of the Company's total combined voting stock. Holders of incentive stock
options qualify for certain favorable tax treatment. See "Summary of Federal
Income Tax Consequences." Nonqualified stock options may be exercisable for up
to ten years at such exercise price and upon such terms and conditions as the
Stock Option Committee may determine.
Options and SARs granted under the Stock Incentive Plan are subject to
the following restrictions, among others: (1) the per share exercise price for
options must be equal to or greater than 100% of the fair market value of a
share of Class A Common Stock on the date of grant of the option; (2) no option
or SAR may be exercisable after the expiration of ten years from the date of its
grant; and (3) options and SARs granted under the Stock Incentive Plan are not
transferable during the lifetime of the holder. If an option or SAR holder
ceases to be an active employee, officer or director of the Company or any
subsidiary, whether such termination is voluntary or involuntary, the Stock
Option Committee may, in its
7
<PAGE> 11
discretion, permit the exercise of an option or SAR granted to such person for a
period of up to one year following termination of employment; provided that no
incentive option or related SAR may be exercised more than three months
following termination unless caused by the holder's death or disability.
Option and SAR holders may exercise their option or SAR, in whole or in
part, on or after the exercise date and until the expiration date provided for
in the agreement between the Company and the holder of the option or SAR.
Moreover, generally options may be exercised in whole or in part, at any time
after the death, disability or retirement of the option holder, until expiration
of the options pursuant to the agreement.
The Board has the authority to amend or terminate the Stock Incentive
Plan, provided that no such action impairs the rights of the holder of any
outstanding option, SAR or grant of Restricted Stock without the written consent
of such holder, and provided further that certain amendments of the Stock
Incentive Plan are subject to stockholder approval. Unless terminated sooner,
the Stock Incentive Plan will terminate on December 17, 1997.
As of October 1, 1996, options to purchase 443,900 shares of Class A
Common Stock were outstanding under the Stock Incentive Plan and options to
purchase 800 shares of stock remained available for grant. The closing price of
the Class A Common Stock on the American Stock Exchange on October 1, 1996, was
$25 7/8 per share.
PROPOSED AMENDMENTS
The proposed amendments would authorize the grant of options, SARs and
Restricted Stock awards for an additional 500,000 shares and extend the term of
the Stock Incentive Plan for an additional ten years from its date of adoption
by the Board of Directors. The Restated Stock Incentive Plan also includes
certain adjustments to the terms of the Stock Incentive Plan to reflect recent
changes in regulations promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Code. The Restated Stock Incentive Plan provides that if any
member of the Stock Option Committee is not a non-employee director as defined
under SEC regulations, then the Board must approve any grants proposed by the
Stock Option Committee. In addition, the Board may approve grants to members of
the Stock Option Committee under the Restated Stock Incentive Plan, although
such grants are not currently permitted under the terms of the Stock Incentive
Plan. Incentive stock options will continue to be granted at an exercise price
of not less than the fair market value of the Class A Common Stock on the date
of grant; however, the Restated Stock Incentive Plan will permit the grant of
nonqualified stock options at an exercise price that is less than the fair
market value of the Class A Common Stock on the date of grant. The Stock
Incentive Plan provides that options and SARs are not transferrable during the
lifetime of the holder. The Restated Stock Incentive Plan allows holders of
nonqualified stock options and SARs granted in connection with nonqualified
stock options to transfer their options and/or SARs to immediate family members,
to charities and to others in certain limited circumstances.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES
Nonqualified Stock Options
- --------------------------
Generally. An optionee generally will not recognize income upon the
grant of a nonqualified stock option. If an optionee receives unrestricted
shares of Class A Common Stock upon the exercise of a nonqualified stock option,
he will normally recognize ordinary income at the time of exercise equal to the
excess of the fair market value, at the time of exercise, of the optioned Class
A Common Stock
8
<PAGE> 12
received over the exercise price. When the optionee disposes of the shares, a
capital gain will be recognized, either long or short term depending on the
holding period beginning on the date the shares are acquired.
Special Rules Applicable to Optionees Subject to Section 16(b) of the
Exchange Act. The tax consequences to optionees may differ from the tax
consequences described above if the sale of shares of Class A Common Stock could
subject the optionee to suit under Section 16(b) of the Exchange Act. In the
case of such an optionee, ordinary income will generally be recognized upon
exercise only if six months have elapsed since the date of the grant.
Tax Consequences to the Company. To the extent that an optionee
recognizes ordinary income, the Company or subsidiary for which the optionee
performs services will generally be entitled to a corresponding deduction.
Incentive Stock Options
- -----------------------
Generally. An optionee will not recognize income upon the grant of an
incentive stock option. In addition, an optionee will not recognize income upon
the exercise of an incentive stock option if he or she satisfies certain
employment and holding period requirements. To satisfy the employment
requirement, an optionee generally must exercise the option not later than three
months after he ceases to be an employee of the Company or its parent or
subsidiary (one year if he ceases to be an employee due to death or disability).
To satisfy the holding period requirement, an optionee must hold the optioned
Class A Common Stock for more than two years from the grant of the option and
more than one year after the Class A Common Stock is transferred to him. If
these requirements are satisfied, upon the sale of the Class A Common Stock, the
optionee will be taxed at long-term capital gains rates on any gain, measured by
the difference between his or her basis in the Class A Common Stock and the net
proceeds of the sale.
Disqualifying Disposition. If shares of Class A Common Stock acquired
upon the timely exercise of an incentive stock option are sold, exchanged or
otherwise disposed of without satisfying the holding period requirement (a
"Disqualifying Disposition"), the optionee will usually recognize ordinary
income at the time of disposition equal to the amount of the excess of the fair
market value of the optioned Class A Common Stock on the date of the exercise of
the incentive stock option over the exercise price.
Alternative Minimum Tax. An optionee generally must include in
alternative minimum taxable income the amount by which the amount paid for the
option is exceeded by the option's fair market value at the time the rights to
the stock are freely transferable or not subject to a substantial risk of
forfeiture.
Tax Consequences to the Company. The granting of an incentive stock
option, or the exercise thereof, will generally not result in a deduction for
the Company. However, to the extent that an optionee recognizes ordinary income
as the result of a Disqualifying Disposition, the Company will generally be
entitled to a corresponding deduction.
VOTE REQUIRED
Approval of the Restated Stock Incentive Plan requires the affirmative
vote of the holders of a majority of the shares of Class A Common Stock and
Class B Common Stock present in person or represented by proxy at the Meeting.
The enclosed Proxy will be noted FOR the approval of the Restated Stock
Incentive Plan unless the Proxy holders are otherwise instructed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE RESTATED STOCK
INCENTIVE PLAN.
9
<PAGE> 13
EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth information concerning the compensation
of the Chief Executive Officer and the four other most highly compensated
executive officers of the Company who served in such capacities for each of the
last three fiscal years (the "Named Officers").
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------- ------
Name and Other Annual Stock All Other
Principal Position Year Salary ($) Bonus ($)1 Compensation ($)2 Options (#)3 Compensation ($)4
------------------ ---- ---------- --------- ---------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Anthony C. Rego 1996 322,179 100,844 -0- -0- 154,699
Chairman and CEO 1995 307,846 92,400 -0- 10,000 299,139
1994 300,000 22,500 -0- -0- 19,536
Charles A. Rini, Sr 1996 322,179 100,844 -0- -0- 179,408
President and COO 1995 307,846 92,400 -0- 10,000 352,767
1994 300,000 22,500 -0- -0- 6,046
Ronald W. Ocasek 1996 181,609 54,454 -0- -0- 32,708
Senior Vice President, 1995 175,436 52,360 -0- 40,000 115,694
CFO and Treasurer 1994 170,290 12,750 -0- -0- 3,191
Thomas A. Rego 1996 172,090 44,760 -0- -0- 41,635
Senior Vice President 1995 166,525 43,318 -0- 7,000 158,892
and Secretary 1994 161,180 10,479 -0- -0- 2,932
Charles A. Rego 1996 170,426 44,328 -0- -0- 35,755
Senior Vice President 1995 165,464 43,037 -0- 7,000 130,533
1994 161,180 10,479 -0- -0- -0-
- --------------------
<FN>
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.
3 All options shown were granted by the Stock Option Committee under the
Stock Incentive Plan. Options shown for the 1995 Fiscal Year were
granted on February 14, 1995 and become exercisable on February 14,
1997 at $7.25 per share, except for Mr. Ocasek. With respect to Mr.
Ocasek, such options are exercisable to purchase up to 20,000 shares
from and after February 14,
</TABLE>
10
<PAGE> 14
- -------------------------------------
(notes continued from previous page)
1997, to purchase up to 30,000 shares from and after February 14, 1998
and to purchase up to 40,000 shares from and after February 14, 1999.
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 1996 Fiscal Year includes the following: (i) the value of life
insurance premiums paid by the Company for the benefit of certain of
the Named Officers as follows: Mr. A. Rego, $10,465; Mr. T. Rego,
$2,818 and Mr. C. Rego, $4,348; (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. A. Rego in the amount of $2,131 and for
the benefit of Mr. Rini in the amount of $174,623; (iii) matching
contributions to the Company's Employee Savings and Retirement Plan to
certain of the Named Officers as follows: Mr. A. Rego, $4,785, Mr.
Rini, $4,785 and Mr. Ocasek, $4,411 and (iv) additional contributions
accrued under the Company's Supplemental Executive Retirement Plan for
the benefit of certain of the Named Officers for service in prior
fiscal years as follows: Mr. A. Rego, $55,072 and for service in the
1996 Fiscal Year as follows: Mr. A. Rego, $82,246; Mr. Ocasek, $28,297;
Mr. T. Rego, $38,817 and Mr. C. Rego, $31,407.
Aggregated Option Exercises in 1996 Fiscal Year and Fiscal Year-End Option
- --------------------------------------------------------------------------
Values
- ------
The following table sets forth information on option exercises by the
Named Officers during the 1996 Fiscal Year and the value of such Named Officers'
unexercised in-the-money options at June 29, 1996, the last day of the 1996
Fiscal Year.
<TABLE>
<CAPTION>
Number
of Shares Number of Securities Value of
Acquired Underlying Unexercised Unexercised In-the-Money
on Value Options at Fiscal Year-End Options at Fiscal Year-End($)
------------------------------- ------------------------------
Name Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Anthony C. Rego -0- -0- 9,000 10,000 150,210 167,500
Charles A. Rini, Sr. -0- -0- 9,000 10,000 150,210 167,500
Ronald W. Ocasek -0- -0- 11,000 40,000 168,590 670,000
Thomas A. Rego 5,000 52,825 -0- 7,000 -0- 117,250
Charles A. Rego -0- -0- 5,000 7,000 83,450 117,250
</TABLE>
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 1996 Fiscal Year, the
Company engaged Kohrman Jackson & Krantz P.L.L. legal counsel to the Company and
its subsidiaries. Mr. Kohrman is a Partner in such law firm.
11
<PAGE> 15
Stock Price Performance
- -----------------------
The following graph is a comparison of the cumulative total return
during the preceding five fiscal years 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 28, 1991 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 Amex Dow Jones
(Fiscal Year Foods, Market Food Retailers
Covered) Inc. Value and Wholesalers
<S> <C> <C> <C>
Measurement Pt-6/28/91 $100 $100 $100
FYE 6/27/92 $ 79 $106 $ 92
FYE 7/03/93 $ 67 $121 $100
FYE 7/02/94 $ 64 $118 $ 95
FYE 7/01/95 $ 96 $140 $109
FYE 6/29/96 $231 $161 $148
</TABLE>
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
SERP Plan, Stock Incentive Plan and 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 June 29, 1996, increased approximately 4.7%. His predetermined
share of the bonus pool distributed under the Bonus Program earned him $100,844
compared to $92,400 for the prior fiscal year, or an increase of approximately
9.1%. Given special consideration in determination of the bonus award to Mr.
Rego was his contribution to the Company's favorable financial results during
such period.
Robert H. Kanner
S. Lee Kohrman
William A. Miller
12
<PAGE> 16
Supplemental Executive Retirement Plan
- --------------------------------------
During the 1996 Fiscal Year, the Board of Directors approved a
supplemental executive retirement plan (the "SERP Plan") recommended by the
Compensation Committee of the Board. The SERP Plan, funded by Company owned life
insurance, provides for participation by executives of the Company at or above
the level of vice president. Appropriate insurance is currently in force on
thirteen executives, including Anthony C. Rego, Ronald W. Ocasek, Thomas A. Rego
and Charles A. Rego.
The structure of the SERP Plan provides for defined benefits to be
determined at the onset of each participant's individual agreement with the
Company which benefits vest during a 10 year period beginning after the
participant reaches the required executive level. Split-dollar life insurance is
purchased by the Company in an amount necessary to fund such benefit obligation
and to recover for the Company its cost of such insurance. Insurance purchased
at the cost shown in the Summary Compensation Table will ultimately reimburse
the Company for its expense to provide to the Named Officers who are
participants in the SERP Plan, upon normal retirement at age 65, the following
annual compensation for the balance of their respective lives:
<TABLE>
<CAPTION>
Named Officer Annual Retirement Compensation
------------- ------------------------------
<S> <C>
Anthony C. Rego $ 120,000
Ronald W. Ocasek 60,000
Thomas A. Rego 50,000
Charles A. Rego 50,000
</TABLE>
Charles A. Rini, Sr., President and Chief Operating Officer of the
Company, has elected not to participate in the SERP Plan. In lieu of such
participation, the Company has agreed to pay the premiums on additional
split-dollar insurance on Mr. Rini's life, the gross cost of which approximates
that which would have been expended for Company-owned life insurance to fund the
annual retirement compensation ($120,000) which would have been payable to Mr.
Rini under the SERP Plan. The approximate cost of such insurance premiums is
included in the amount reported under the caption "All Other Compensation" in
the Summary Compensation Table. See Note 4 to Summary Compensation 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 leased four retail
supermarket locations from Rini Realty Company ("Rini Realty"), an Ohio
corporation whose shareholders were shareholders of Rini prior to the
Combination and which is owned by affiliates of Riser including 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. During the 1996 Fiscal Year, the Company terminated a lease,
which had an expiration date of December 31, 2002, with Rini Realty and paid
Rini Realty the sum of $650,000.
13
<PAGE> 17
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 which is owned by affiliates of Riser including Anthony C. Rego, Chairman
and Chief Executive Officer of the Company, Thomas A. Rego, a director, Senior
Vice President and the Secretary of the Company, Charles A. Rego, a director and
Senior Vice President of the Company and Joseph Crimaldi, an owner of more than
five percent of the Company's Class B Common Stock. 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 $749,273 during the 1996 Fiscal Year,
bears interest at 7.5%, and has an outstanding balance of $697,666 as of
September 20, 1996.
The Company's management believes that the terms and provisions of the
leases with Rini Realty and Rego Realty 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 payment of base rent, which is adjustable every five years,
percentage rent, real estate taxes and assessments, common area maintenance
charges, insurance charges and utility expenses. During the 1996 Fiscal Year,
the Company paid Rini Realty and Rego Realty rent of $1,172,005 and $399,384,
respectively.
Since April 1, 1989, the Company has leased a retail supermarket
location from Southland Stores Co., a limited partnership in which Charles A.
Rini, a director of the Company, and members of his family, succeeded to the
interest of a limited partner on July 1, 1996. During the 1996 Fiscal Year, the
Company paid Southland Stores Co. annual fixed rent of $203,275.
As of September 22, 1996 the Company had accounts and notes receivable
of approximately $5,578,000 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 70% ownership and 38% voting interest in the
Association. The accounts receivable are primarily related to arms-length
purchases of grocery related products and gift certificates by other members of
the Association and the notes receivable are related to equipment acquisition
and remodeling project financing.
From the Effective Date until July 14, 1995, the Company leased a
warehouse complex in Bedford Heights, Ohio and its Cash-n-Carry facility in
Cleveland, Ohio from Seaway Development Company ("Seaway Development"). Seaway
Development is an Ohio general partnership whose partners were shareholders of
Seaway prior to the Combination, including Brian K. Garson, a Five Percent
Stockholder. Monthly base rental was $58,478 and $6,609 for the Bedford Heights
and Cleveland properties, respectively. Payments under such leases, on an annual
basis, totaled $781,040. The Company believes the terms and conditions of the
leases from Seaway Development reflected then current market rental rates and
were at least as favorable to the Company as could be obtained from persons not
related to the Company. In July 1995, pursuant to put options contained in these
leases, the Company purchased these two buildings from Seaway Development at an
aggregate purchase price of $6,000,000.
During the 1996 Fiscal Year, the Company engaged Kohrman Jackson &
Krantz P.L.L. as legal counsel to the Company and its subsidiaries. S. Lee
Kohrman, a director of the Company, is a Partner in such law firm.
14
<PAGE> 18
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
The following table sets forth certain information, as of October 1,
1996, regarding the beneficial ownership of the Company's Class A Common Stock
and Class B Common Stock owned by each director of the Company, all directors
and officers as a group and each person known to the Company to own beneficially
more than five percent (5%) of the outstanding shares of either class ("Five
Percent Stockholder"). 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>
Robert H. Kanner 0 0.0 0 0.0
S. Lee Kohrman (1) 98,644 1.4 0 0.0
William A. Miller 1,000 ** 0 0.0
Ronald W. Ocasek (2) 11,350 ** 0 0.0
Anthony C. Rego (3) 187,212 2.6 36,583 3.8
Charles A. Rego (4) 26,000 ** 24,219 2.5
Thomas A. Rego (5) 254,880 3.5 108,861 11.4
Anthony Rini (6) 20,596 ** 0 0.0
Charles A. Rini (7) 0 ** 57,763 6.0
Charles A. Rini, Jr. (8) 31,142 ** 1,000 **
Charles A. Rini, Sr. (9) 186,308 2.6 264,495 27.7
Jack A. Robinson 1,000 ** 0 0.0
James A. Schlindwein 1,000 ** 0 0.0
Directors and Officers
as a Group (25 persons) (10) 862,475 11.9 491,921 51.5
5300 Richmond Road Corp. (11) 1,553,630 N/A 0 0.0
Joseph E. Crimaldi (12) 26,100 ** 49,402 5.2
FMR Corp. (13) 629,200 7.2 0 0.0
Brian K. Garson (14) 105,478 1.2 62,700 6.6
Thomas A. Sanson, Trustee (15) 0 0.0 53,802 5.6
- -----------------
<FN>
* 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 one percent (1%).
1 Includes 98,644 shares of Class A Common Stock owned by Mr. Kohrman's wife as to which Mr.
Kohrman disclaims beneficial ownership.
2 Includes (i) 5,000 shares of Class A Common Stock that Mr. Ocasek has
the right to acquire at $10.31 per share and (ii) 6,000 shares of Class
A Common Stock that Mr. Ocasek has the right to acquire at $7.31 per
share by exercise of stock options.
</TABLE>
15
<PAGE> 19
- -------------------------------------
(notes continued from previous page)
3 Includes (i) 100 shares of Class A Common Stock owned by Mr. Rego's
wife, (ii) 64,497 shares of Class A Common Stock owned by Mr. Rego's
children, (iii) 300 shares of Class B Common Stock owned by Mr. Rego's
children and (iv) 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.
4 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.
5 Includes 238,412 shares of Class A Common Stock owned by Mr. Rego's
mother over which Mr. Rego exercises shared voting and investment
power. Address is c/o Riser Foods, Inc., 5300 Richmond Road, Bedford
Heights, Ohio 44146.
6 Includes 20,596 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.
7 Address is c/o Rini Realty Company, 19050 Lorain Road, Fairview Park,
Ohio 44126.
8 Includes (i) 28,142 shares of Class A Common Stock and (ii) 1,000
shares of Class B Common Stock, which stock is held in trust for the
benefit of Charles A. Rini, Jr. and Charles A. Rini, Sr. serves as
trustee and has sole power to direct the voting and investment of such
shares which shares are also included within the number of shares
beneficially owned by Charles A. Rini, Sr.
9 Includes (i) 11,500 shares held in trust by Mr. Rini as trustee for his
benefit, (ii) 163,558 shares of Class A Common Stock owned by 11 trusts
of which trust Mr. Rini serves as trustee for the benefit of his
children, (iii) 2,250 shares of Class A Common Stock owned by Mr.
Rini's wife and (iv) 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. Address is c/o Riser Foods, Inc., 5300 Richmond Road, Bedford
Heights, Ohio 44146.
10 Includes (i) 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 (ii) 56,700 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.
11 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 Number of and Percentage of Class A
Shares owned by each Director and by the Directors and Officers as a
Group. Business address is c/o Riser Foods, Inc., 5300 Richmond Road,
Bedford Heights, Ohio 44146.
12 Address is c/o Rego Realty Company, 5300 Richmond Road, Bedford
Heights, Ohio 44146.
13 Based on a Statement on Schedule 13G, dated February 14, 1996, filed by
FMR Corp. ("FMR"), a Massachusetts corporation. In its filing, FMR
states that: Fidelity Management & Research Company ("Fidelity"), a
wholly-owned subsidiary of FMR and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is the
beneficial owner of 629,200 shares of Class A Common Stock as a result
of acting as investment adviser to several investment companies
registered under Section 8 of the Investment Company Act of 1940; the
ownership of one investment company, Fidelity Low-Priced Stock Fund
("FLPSF"), amounted to 557,500 shares
16
<PAGE> 20
- ------------------------------------
(notes continued from previous page)
of Class A Common Stock (6.4%); Edward C. Johnson III, FMR, through its
control of Fidelity, and the Fidelity funds each has sole power to
dispose of the 629,200 shares owned by the Fidelity funds. Neither FMR
nor Edward C. Johnson III, Chairman of FMR, has the sole power to vote
or direct the voting of the shares owned directly by FLPSF, which power
resides with the FLPSF's Board of Trustees; through their ownership of
voting common stock of FMR and the execution of a shareholders voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR. Address is 82 Devonshire Street, Boston, Massachusetts
02109.
14 Based on a Statement on Schedule 13D, dated September 25, 1996, filed
by Mr. Garson stating that 105,478 shares of Class A Common Stock are
owned by Mr. Garson as trustee. Address is 21 Shoreby Drive, Bratenahl,
Ohio 44108.
15 Address is c/o Riser Foods, Inc., 5300 Richmond Road, Bedford Heights,
Ohio 44146.
INDEPENDENT PUBLIC ACCOUNTANTS
Pursuant to the recommendation of the Audit Committee, the Board of
Directors selected Arthur Andersen LLP as the Company's independent public
accountants for the 1996 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 June 28, 1997.
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,
telecopy or personal interview.
STOCKHOLDER PROPOSAL DEADLINE
A stockholder proposal intended to be presented at the 1997 Annual
Meeting must be received by the Company on or before June 26, 1997 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.
17
<PAGE> 21
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/ Charles A. Rini, Sr.
Charles A. Rini, Sr.
President and
Chief Operating Officer
Bedford Heights, Ohio
October 25, 1996
-----------------------------------------------------------------------------
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.
-----------------------------------------------------------------------------
18
<PAGE> 22
APPENDIX
[Furnished pursuant to Schedule 14A, Item 10(b),
Instruction 3, and not part of Proxy Statement]
<PAGE> 23
RISER FOODS, INC.
AMENDED AND RESTATED
1996 STOCK INCENTIVE PLAN
1. Definitions: As used herein, the following definitions shall apply:
(a) "Plan" shall mean the Riser Foods, Inc. Amended and Restated 1996 Stock
Incentive Plan.
(b) "Corporation" shall mean Riser Foods, Inc., a Delaware corporation, or any
successor thereof.
(c) "Committee" shall mean a committee meeting the standards of Rule 16b-3 of
the Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any similar successor rule, appointed by the Board of
Directors of the Corporation to administer and interpret the Plan.
(d) "Participant" shall mean any individual designated by the Committee under
Paragraph 6, for participation in the Plan.
(e) "Common Stock" shall mean the Class A, Common Stock, $.01 par value, of
Riser Foods, Inc.
(f) "Non-Qualified Option" shall mean an option to purchase Common Stock of the
Corporation which meets the requirements set forth in the Plan but does not meet
the definition of an incentive stock option set forth in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
(g) "Incentive Option" shall mean an option to purchase Common Stock of the
Corporation which meets the requirements set forth in the Plan and also meets
the definition of an incentive stock option set forth in Section 422 of the
Code.
(h) "Stock appreciation right" shall mean a right to receive the appreciation in
value of a specified number of shares of the Common Stock of the Corporation, as
provided in Paragraph 12 hereof.
(i) "Restricted stock award" shall mean a grant of Common Stock of the
Corporation which is subject to restrictions against transfer, forfeiture and
such other terms and conditions determined by the Committee, as provided in
Paragraph 18 hereof.
(j) "Fair Market Value" of a share of the Corporation's Common Stock on
any date shall mean (i) if the Common Stock is traded on an exchange, the mean
of the high and low prices at which it is quoted or traded on such date on the
exchange on which it generally has the greatest trading volume, or (ii) if the
Common Stock is traded in the over-the-counter market, the mean between the
asked and the bid prices on such date as reported by NASDAQ.
(k) "Non-Employee Director" shall mean a Non-Employee Director as
defined in Rule 16b-3 promulgated under the Exchange Act.
2. Purpose of Plan: The purpose of the Plan is to provide key employees
(including officers and directors) of the Corporation and its subsidiaries with
an increased incentive to make
A-1
<PAGE> 24
significant and extraordinary contributions to the long-term performance and
growth of the Corporation and its subsidiaries, to join the interests of key
employees with the interests of the shareholders of the Corporation, and to
facilitate attracting and retaining key employees of exceptional ability. For
purposes of the Plan, a "subsidiary" shall mean a "subsidiary corporation" as
defined in Section 424(f) of the Code.
3. Administration: The Plan shall be administered by the Committee;
provided that if any member of the Committee is not a Non-Employee Director,
then the Board of Directors shall approve the grant of any stock option, stock
appreciation right or restricted stock award that the Committee proposes to make
hereunder. The Committee shall determine, from those eligible to be Participants
under the Plan, the persons to be granted stock options, stock appreciation
rights and restricted stock, the amount of stock or right to be optioned or
granted to each such person, and the terms and conditions of any stock options,
stock appreciation rights and restricted stock. Subject to the provisions of the
Plan, the Committee is authorized to interpret the Plan, to promulgate, amend
and rescind rules and regulations relating to the Plan and to make all other
determinations necessary or advisable for its administration. Interpretation and
construction of any provision of the Plan by the Committee shall be final and
conclusive. Acts approved by a majority of the members present at any meeting at
which a quorum is present, or acts unanimously approved in writing by the
Committee, shall be the acts of the Committee.
4. Indemnification of Committee Members: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any option,
stock appreciation right or restricted stock granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member has acted in bad faith; provided, however,
that within sixty (60) days after receipt of notice of institution of any such
action, suit or proceeding a Committee member shall offer the Corporation in
writing the opportunity, at its own cost, to handle and defend the same.
5. Maximum Number of Shares Subject to Plan: The maximum number of
shares with respect to which stock options or stock appreciation rights may be
granted or which may be awarded as restricted stock under the Plan shall be
1,000,000 shares in the aggregate (subject to adjustment as set forth below) of
Common Stock of the Corporation, which may consist in whole or in part of the
authorized and unissued or reacquired Common Stock of the Corporation. The
number of shares with respect to which a stock appreciation right is granted,
but not the number of shares which the Corporation delivers or could deliver to
a Participant upon exercise of a stock appreciation right, shall be charged
against the aggregate number of shares remaining available under the Plan;
provided, however, that in the case of a stock appreciation right granted in
conjunction with a stock option under circumstances in which the exercise of the
stock appreciation right results in termination of the stock option and vice
versa, only the number of shares subject to the stock option shall be charged
against the aggregate number of shares remaining available under the Plan. If a
stock option or stock appreciation right expires or terminates for any reason
(other than termination as a result of the exercise of a related right) without
having been fully exercised, or if shares of restricted stock are forfeited, the
number of
A-2
<PAGE> 25
shares with respect to which the stock option or stock appreciation right were
not exercised at the time of its expiration or termination, and the number of
forfeited shares of restricted stock, shall again become available for the grant
of stock options or stock appreciation rights or the award of restricted stock
under the Plan.
The number of shares subject to each outstanding stock option or stock
appreciation right or restricted stock award, the option price with respect to
outstanding stock options, the grant value with respect to outstanding stock
appreciation rights, and the aggregate number of shares remaining available
under the Plan shall be subject to such adjustment as the Committee, in its
discretion, deems appropriate to reflect such events as stock dividends, stock
splits, recapitalizations, mergers, consolidations or reorganizations of or by
the Corporation; provided, however, that no fractional shares shall be issued
pursuant to the Plan, no rights may be granted under the Plan with respect to
fractional shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option, stock appreciation right,
or restricted stock award.
6. Participants: The Committee shall determine and designate from time
to time, in its discretion, such key employees (including officers and
directors) of the Corporation or any subsidiary to receive stock options, stock
appreciation rights or restricted stock, who in the judgment of the Committee
are or will become responsible for the direction and financial success of the
Corporation or any subsidiary.
7. Written Agreement: Each stock option, stock appreciation right and
restricted stock award shall be evidenced by a written agreement which shall
contain such provisions as may be approved by the Committee. Such agreements
shall constitute binding contracts between the Corporation and the Participant
and every Participant, upon acceptance of such agreement, shall be bound by the
terms and restrictions of the Plan and of the agreement. The terms of each such
agreement shall be in accordance with the Plan, but the agreements may include
such additional provisions and restrictions determined by the Committee,
provided that such additional provisions and restrictions are not inconsistent
with the terms of the Plan.
8. Allotment of Shares: The Committee shall determine and fix the
number of shares of stock with respect to which each Participant may be granted
stock options and stock appreciation rights and the number of shares of
restricted stock which each Participant may be awarded.
9. Stock Options: Subject to the terms of the Plan, the Committee may
grant to Participants either Incentive Options, Non-Qualified Options or any
combination thereof. Each option granted under the Plan shall designate the
number of shares covered thereby, if any, with respect to which the option is an
Incentive Option, and the number of shares covered thereby, if any, with respect
to which the option is a Non-Qualified Option.
10. Stock Option Price: The Committee shall establish, at the time any
stock option is granted, the price per share for which the shares covered by the
option may be purchased; provided, however, that if the option is an Incentive
Option, such price shall not be less than 100% of the fair market value of the
shares on the date on which the option is granted; provided, moreover, that with
respect to an Incentive Option granted to a Participant who at the time of the
grant owns (after applying the attribution rules of Section 424(d) of the Code)
more than 10% of the total combined voting stock of the Corporation or of any
parent corporation (as defined in Section 424(e) of the Code) or subsidiary, the
option price shall not be less than 110%
A-3
<PAGE> 26
of the fair market value of the stock subject to the Incentive Option on the
date such option is granted.
11. Payment of Stock Option Price: At the time of the exercise in whole
or in part of any stock option granted hereunder, payment of the option price in
full in cash or, with the consent of the Committee, in Common Stock of the
Corporation, shall be made by the Participant for all shares so purchased. No
Participant shall have any of the rights of a shareholder of the Corporation
under any stock option until the actual issuance of shares to said Participant,
and prior to such issuance no adjustment shall be made for dividends,
distributions or other rights in respect of such shares, except as provided in
Paragraph 5.
12. Stock Appreciation Rights: Subject to the terms of the Plan, the
Committee may grant stock appreciation rights to Participants either in
conjunction with, or independently of, any stock options granted under the Plan.
A stock appreciation right granted in conjunction with a stock option may be an
alternative right wherein the exercise of the stock option terminates the stock
appreciation right to the extent of the number of shares purchased upon exercise
of the stock option and, correspondingly, the exercise of the stock appreciation
right terminates the stock option to the extent of the number of shares with
respect to which the stock appreciation right is exercised. Alternatively, a
stock appreciation right granted in conjunction with a stock option may be an
additional right wherein both the stock appreciation right and the stock option
may be exercised; provided, however, that a stock appreciation right may not be
granted in conjunction with an Incentive Option under circumstances in which the
exercise of the stock appreciation right affects the right to exercise the
Incentive Option or vice versa, unless the stock appreciation right, by its
terms, meets all of the following requirements:
(a) The stock appreciation right will expire no later than the
Incentive Option;
(b) The stock appreciation right may be for no more than the difference
between the option price of the Incentive Option and the fair market value of
the shares subject to the Incentive Option at the time the stock appreciation
right is exercised;
(c) The stock appreciation right is transferable only when the
Incentive Option is transferable, and under the same conditions;
(d) The stock appreciation right may be exercised only when the
Incentive Option is eligible to be exercised; and
(e) The stock appreciation right may be exercised only when the fair
market value of the shares subject to the Incentive Option exceeds the option
price of the Incentive Option.
Upon exercise of a stock appreciation right, a Participant shall be
entitled to receive, without payment to the Corporation (except for applicable
withholding taxes), an amount equal to the excess of (i) the then aggregate fair
market value of the number of shares with respect to which the Participant
exercises the stock appreciation right, over (ii) the aggregate stock option
price for such number of shares (if the stock appreciation right is granted in
conjunction with a stock option) or the aggregate fair market value of such
number of shares at the time the stock appreciation right was granted (if the
stock appreciation right is granted independently of any stock option). This
amount shall be payable by the Corporation, in the sole discretion of the
Committee, in cash, in shares of Common Stock of the Corporation or any
combination thereof.
A-4
<PAGE> 27
13. Granting and Exercise of Stock Options and Stock Appreciation
Rights: Each stock option and stock appreciation right granted hereunder shall
be exercisable at any such time or times or in any such installments as may be
determined by the Committee at the time of the grant; provided, however, that
with respect to Incentive Options, the aggregate fair market value (determined
as of the time of grant) of the stock with respect to which incentive stock
options are exercisable for the first time by any one Participant during any
calendar year under all plans maintained by the Corporation (and any parent or
subsidiary corporations of the Corporation) shall not exceed $100,000; provided,
moreover, that no stock appreciation right or stock option granted in
conjunction therewith may be exercisable prior to the expiration of six months
from the date of grant unless the Participant dies or becomes disabled prior
thereto; provided, moreover, that if a Participant who is granted a stock
appreciation right is a person who is regularly required to report his ownership
and changes in ownership of Common Stock of the Corporation to the Securities
and Exchange Commission and is subject to short-swing profit liability under the
provisions of Section 16(b) of the Exchange Act, then any election to exercise
as well as any actual exercise of his stock appreciation right shall be made
only during the period beginning on the third business day and ending on the
twelfth business day following the release for publication by the Corporation of
quarterly or annual summary statements of sales and earnings.
A Participant may exercise a stock option or stock appreciation right,
if then exercisable, in whole or in part by delivery to the Corporation of
written notice of the exercise, in such form as the Committee may prescribe,
accompanied, in the case of a stock option, by full payment for the shares with
respect to which the stock option is exercised. Except as provided in Paragraph
17, stock options and stock appreciation rights granted to a Participant may be
exercised only while the Participant is an employee of the Corporation or a
subsidiary.
Successive stock options and stock appreciation rights may be granted
to the same Participant, whether or not the stock option(s) and stock
appreciation right(s) previously granted to such Participant remain unexercised.
A Participant may exercise a stock option or a stock appreciation right (if
granted in conjunction with a stock option or independently of any stock
option), if then exercisable, notwithstanding that stock options and stock
appreciation rights previously granted to such Participant remain unexercised.
14. Non-Transferability of Stock Options and Stock Appreciation Rights:
(a) No Incentive Option or stock appreciation right granted in
conjunction with an Incentive Option shall be transferable by the Participant
other than by will or the laws of descent and distribution, and each Incentive
Option or stock appreciation right granted in conjunction with an Incentive
Option shall be exercisable during the Participant's lifetime only by the
Participant.
(b) A person that receives Non-Qualified Options or stock appreciation
rights granted in conjunction with Non-Qualified Options under this Plan or such
person's beneficiary shall have the power or right to sell, exchange, pledge,
transfer, assign or otherwise encumber or dispose of such person's or
beneficiary's Non-Qualified Options and related stock appreciation rights
received under this Plan only as follows: (i) to the spouse or any children or
grandchildren of such Participant under this Plan; (ii) as a charitable
contribution or gift to or for the use of any person or entity described in
Section 170(c) of the Code; (iii) to any "Controlled Entity," as defined below;
or (iv) by will or the laws of intestate succession. "Controlled Entity" shall
mean
A-5
<PAGE> 28
any trust, partnership, limited liability company or other entity in which a
Participant acts as trustee, managing partner, managing member or otherwise
controls; provided that, to the extent any grant of a stock option or stock
appreciation right received under this Plan is awarded to a spouse pursuant to
any divorce proceeding, such interest shall be deemed to be terminated and
forfeited notwithstanding any vesting provisions or other terms herein or in the
agreement evidencing such grant.
15. Term of Stock Options and Stock Appreciation Rights: If not sooner
terminated, each stock option and stock appreciation right granted hereunder
shall expire not more than ten (l0) years from the date of the granting thereof;
provided, however, that with respect to an Incentive Option or a related stock
appreciation right granted to a Participant who, at the time of the grant, owns
(after applying the attribution rules of Section 425(d) of the Code) more than
l0% of the total combined voting stock of all classes of stock of the
Corporation or of any parent or subsidiary, such option and stock appreciation
right shall expire not more than five (5) years after the date of granting
thereof.
16. Continuation of Employment: The Committee may require, in its
discretion, that any Participant under the Plan to whom a stock option or stock
appreciation right shall be granted shall agree in writing as a condition of the
granting of such stock option or stock appreciation right to remain in the
employ of the Corporation or a subsidiary for a designated minimum period from
the date of the granting of such stock option or stock appreciation right as
shall be fixed by the Committee.
17. Termination of Employment: If the employment of a Participant by
the Corporation or a subsidiary shall be terminated, the Committee may, in its
discretion, permit the exercise of stock options and stock appreciation rights
granted to such Participant for a period not to exceed one year following such
termination of employment; provided, however, that no Incentive Option or
related stock appreciation right may be exercised after three months following a
Participant's termination of employment, unless such termination of employment
is due to the Participant's death or permanent disability, in which event the
Incentive Option and related stock appreciation right may be permitted to be
exercised for up to one year following the Participant's termination of
employment for such reason. In no event, however, shall a stock option or stock
appreciation right be exercisable subsequent to its expiration date and,
furthermore, a stock option or stock appreciation right may only be exercised
after termination of a Participant's employment to the extent exercisable on the
date of termination of employment.
18. Restricted Stock Awards: Subject to the terms of the Plan, the
Committee may grant shares of restricted stock to Participants. All shares of
restricted stock granted to Participants under the Plan shall be subject to the
following terms and conditions (and to such other terms and conditions
prescribed by the Committee):
(a) At the time of each award of restricted shares, the Committee shall
establish for the shares a restricted period. Such restricted period may differ
among Participants and may have different expiration dates with respect to
portions of shares covered by the same award.
(b) Shares of restricted stock awarded to Participants may not be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered during the
restricted period applicable to such shares. Except for such restrictions on
transfer, a Participant shall have all of the rights of a stockholder in respect
of restricted shares awarded to him including, but not
A-6
<PAGE> 29
limited to, the right to receive dividends on, and the right to vote, the
shares.
(c) If a Participant ceases to be employed by the Corporation or a
subsidiary for any reason other than death or permanent disability, all shares
theretofore awarded to the Participant which are still subject to the
restrictions imposed by Paragraph 18(b) shall upon such termination of
employment be forfeited and transferred back to the Corporation, without payment
of any consideration by the Corporation; provided, however, that in the event
such employment is terminated by action of the Corporation or a subsidiary
without cause or by agreement between the Corporation or a subsidiary and the
Participant, the Committee may, in its discretion, release some or all of the
shares from the restrictions.
(d) If a Participant ceases to be employed by the Corporation or a
subsidiary by reason of death or permanent disability, the restrictions imposed
by Paragraph 18 shall lapse with respect to shares then subject to such
restrictions, unless otherwise determined by the Committee.
(e) Stock certificates shall be issued in respect of shares of
restricted stock awarded hereunder and shall be registered in the name of the
Participant. Such certificates shall be deposited with the Corporation or its
designee, together with a stock power endorsed in blank, and, in the discretion
of the Committee a legend shall be placed upon such certificates reflecting that
the shares represented thereby are subject to restrictions against transfer and
forfeiture.
(f) At the expiration of the restricted period applicable to the
shares, the Corporation shall deliver to the Participant or the legal
representative of the Participant's estate the stock certificates deposited with
it or its designee and as to which the restricted period has expired. If a
legend has been placed on such certificates, the Corporation shall cause such
certificates to be reissued without the legend. In the case of events such as
stock dividends, stock splits, recapitalizations, mergers, consolidations or
reorganizations of or by the Corporation, any stock, securities or other
property which a Participant receives or is entitled to receive by reason of his
ownership of restricted shares shall, unless otherwise determined by the
Committee, be subject to the same restrictions applicable to the restricted
shares and shall be deposited with the Corporation or its designee.
19. Investment Purpose: If the Committee in its discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant, upon any acquisition of stock hereunder (whether by reason of the
exercise of stock options or stock appreciation rights or the award of
restricted shares), to execute and deliver to the Corporation a written
statement, in form satisfactory to the Committee, representing and warranting
that the Participant's acquisition of shares of stock shall be for such person's
own account, for investment and not with a view to the resale or distribution
thereof and that any subsequent offer for sale or sale of any such shares shall
be made either pursuant to (a) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with respect to the
shares being offered and sold, or (b) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption the
Participant shall, prior to any offer for sale or sale of such shares, obtain a
favorable written opinion from counsel for or approved by the Corporation as to
the availability of such exemption. The Corporation may endorse an appropriate
legend referring to the foregoing restriction upon the certificate or
certificates representing any shares issued or transferred to the Participant.
A-7
<PAGE> 30
20. Rights to Continued Employment: Nothing contained in the Plan or in
any stock option, stock appreciation right or restricted stock granted or
awarded pursuant to the Plan, nor any action taken by the Committee hereunder,
shall confer upon any Participant any right or entitlement with respect to
continuation of employment by the Corporation or a subsidiary nor interfere in
any way with the right of the Corporation or a subsidiary to terminate such
person's employment at any time.
21. Withholding Payments: If upon the exercise of a Non-Qualified
Option or stock appreciation right, or upon the award of restricted stock or the
expiration of restrictions applicable to restricted stock, or upon a
disqualifying disposition (within the meaning of Section 422 of the Code) of
shares acquired upon exercise of an Incentive Option, there shall be payable by
the Corporation or a subsidiary any amount for income tax withholding, either
the Corporation shall appropriately reduce the amount of stock or cash to be
paid to the Participant or the Participant shall pay such amount to the
Corporation or subsidiary to reimburse it for such income tax withholding.
22. Effectiveness of Plan: The Plan shall be effective on the date the
Board of Directors of the Corporation adopts the Plan, provided that the
shareholders of the Corporation ratify the Plan within twelve (12) months of its
adoption by the Board of Directors. Stock options, stock appreciation rights and
restricted stock may be granted or awarded prior to shareholder ratification of
the Plan, but each such stock option, stock appreciation right or restricted
stock grant or award shall be subject to the shareholder ratification of the
Plan. No stock option or stock appreciation right may be exercised prior to
shareholder ratification, and any restricted stock awarded is subject to
forfeiture if such shareholder ratification is not obtained.
23. Termination, Duration and Amendments of Plan: The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date ten
years after its adoption by the Board of Directors, and no stock options, stock
appreciation rights or restricted stock may be granted or awarded thereafter.
The termination of the Plan shall not affect the validity of any stock option,
stock appreciation rights or restricted stock outstanding on the date of
termination.
For purposes of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the shareholders of
the Corporation, to amend or revise the terms of the Plan at any time; provided,
however, that no such amendment or revision shall (i) increase the maximum
number of shares in the aggregate which are subject to the Plan (subject,
however, to the provisions of Paragraph 5), change the class of persons eligible
to be Participants under the Plan or materially increase the benefits accruing
to Participants under the Plan, without approval or ratification of the
shareholders of the Corporation; or (ii) change the stock option price (except
as contemplated by Paragraph 5) or alter or impair any stock option, stock
appreciation right, or restricted stock which shall have been previously granted
or awarded under the Plan, without the consent of the holder thereof.
As adopted by the Board of Directors on October 9, 1996.
A-8
<PAGE> 31
RISER FOODS, INC.
CLASS A COMMON STOCK
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RISER FOODS, INC. FOR ANNUAL MEETING OF STOCKHOLDERS ON DECEMBER 6, 1996
R
O 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
X 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.
Y (the "Company"), held of record by the undersigned on October 14, 1996, at
the Annual Meeting of Stockholders to be held at the Company's offices on
December 6, 1996 or any adjournment thereof.
Election of Directors, Nominees: (change of address)
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
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE> 32
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Approval of the 3. In their discretion, the Proxies are
Directors [ ] [ ] Company's [ ] [ ] [ ] authorized to vote upon such other
(see reverse) Amended and business as may properly come before
Restated the meeting.
1996 Stock
Incentive Plan
For, except vote withheld from the following nominee(s):
___________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR " PROPOSALS 1 AND 2.
Change THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
of [ ] IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER.
Address 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, FOR PROPOSAL 2 AND IN ACCORDANCE
WITH THE BEST JUDGEMENT OF THE PROXIES ON ANY OTHER
BUSINESS WHICH PROPERLY COMES BEFORE THE MEETING.
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.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD
</TABLE>
<PAGE> 33
RISER FOODS, INC.
CLASS B COMMON STOCK
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RISER FOODS, INC. FOR ANNUAL MEETING OF STOCKHOLDERS ON DECEMBER 6, 1996
R
O 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
X 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.
Y (the "Company"), held of record by the undersigned on October 14, 1996, at
the Annual Meeting of Stockholders to be held at the Company's offices on
December 6, 1996 or any adjournment thereof.
Election of Directors, Nominees: (change of address)
__________________________________
Anthony C. Rego, Charles A. Rini, Sr., __________________________________
Ronald W. Ocasek, Thomas A. Rego, __________________________________
Charles A. Rini, Charles A. Rego, __________________________________
(If you have written in the
Anthony Rini, Charles A. Rini, Jr., above space, please mark the
corresponding box on the reverse
Jack A. Robinson side of this card.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE> 34
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Approval of the 3. In their discretion, the Proxies are
Directors [ ] [ ] Company's [ ] [ ] [ ] authorized to vote upon such other
(see reverse) Amended and business as may properly come before
Restated the meeting.
1996 Stock
Incentive Plan
For, except vote withheld from the following nominee(s):
___________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSALS 1 AND 2.
Change THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
of [ ] IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER.
Address 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, FOR PROPOSAL 2 AND IN ACCORDANCE WITH
THE BEST JUDGEMENT OF THE PROXIES ON ANY OTHER BUSINESS
WHICH PROPERLY COMES BEFORE THE MEETING.
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.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD
</TABLE>
