UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WHOLESOME & HEARTY FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
WHOLESOME & HEARTY FOODS, INC.
1411 S.W. MORRISON STREET, SUITE 400
PORTLAND, OREGON 97205
September 9, 1997
Dear Shareholders:
The Board of Directors has proposed an amendment to the Company's Articles of
Incorporation to change its name to Gardenburger, Inc. The Board believes that
the name change will enhance the Company's marketing efforts and increase public
awareness of its flagship products.
A special meeting of the shareholders of the Company will be held at The Benson
Hotel at 309 S.W. Broadway, Portland, Oregon, at 10:00 a.m. on October 17, 1997,
to consider the proposed amendment. Management and the Board recommend that you
vote FOR the proposed amendment.
Whether or not you plan to attend the meeting, it is important that you sign,
date and return the enclosed proxy card as soon as possible. A prepaid return
envelope is provided for this purpose. If you do attend the meeting and wish to
vote in person, you may withdraw your proxy and vote personally. There will be
limited seating at the meeting and no food will be served.
If you have shares registered in more than one name, or if your shares are held
in more than one way, you may receive multiple copies of the proxy materials. If
so, please sign and return each proxy card you receive so that all of your
shares may be voted.
Yours for Better Health,
WHOLESOME & HEARTY FOODS, INC.
E. Kay Stepp
CHAIRMAN OF THE BOARD OF DIRECTORS
<PAGE>
WHOLESOME & HEARTY FOODS, INC.
1411 S.W. MORRISON STREET, SUITE 400
PORTLAND, OREGON 97205
----------------------
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 1997
----------------------
A special meeting of shareholders of Wholesome & Hearty Foods, Inc. (the
Company), will be held at the Benson Hotel at 309 S.W. Broadway, Portland,
Oregon, on Friday, October 17, 1997, at 10:00 a.m. local time for the following
purposes:
1. To approve a proposal to amend Article I of the Articles of
Incorporation of the Company to change its name to Gardenburger, Inc.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record as of the close of business on September 2, 1997,
will be entitled to notice of and to vote at the meeting.
Whether or not you plan to attend, please date, sign and mail the enclosed proxy
card to avoid the expense of further solicitation. A prepaid, self-addressed
envelope is enclosed for your convenience.
The proposed amendment will be adopted if the votes cast in favor of the action
at the meeting exceed those cast opposing it, provided that a quorum is present.
Whether you own few or many shares, your vote is important. If you attend the
meeting, you may revoke your proxy and vote in person.
By Order of the Board of Directors
E. Kay Stepp
Chairman of the Board of Directors
<PAGE>
WHOLESOME & HEARTY FOODS, INC.
1411 S.W. MORRISON STREET, SUITE 400
PORTLAND, OREGON 97205
----------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 1997
----------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board") of Wholesome & Hearty Foods, Inc., an
Oregon corporation (the "Company"), to be voted at a special meeting of
shareholders to be held on October 17, 1997, and any adjournments thereof. The
proxy statement and accompanying form of proxy were first mailed to shareholders
on approximately September 9, 1997.
VOTING, REVOCATION AND SOLICITATION OF PROXIES
When a proxy in the accompanying form is properly executed and returned, the
shares represented will be voted at the meeting in accordance with the
instructions specified in the space provided in the proxy card. If no
instructions are specified, the shares will be voted FOR Item 1 in the
accompanying Notice of Special Meeting of Shareholders.
Any proxy given pursuant to this solicitation may be revoked by the person
giving the proxy at any time prior to its exercise by written notice to the
Secretary of the Company of such revocation, by submission of another proxy
bearing a later date, or by attending the meeting and voting in person. The
mailing address of the Company's principal executive offices is 1411 S.W.
Morrison Street, Suite 400, Portland, Oregon 97205.
The solicitation of proxies will be made primarily by mail, but proxies may also
be solicited personally by directors, officers or regular employees of the
Company without additional compensation for such services. Brokers and other
persons holding shares in their names, or in the names of nominees, will be
reimbursed for their reasonable expenses in forwarding soliciting materials to
their principals and in obtaining authorization for the execution of proxies.
All expenses of the Company associated with this solicitation will be borne by
the Company. In addition, the Company reserves the right to utilize the services
of an independent proxy solicitation firm to assist with the solicitation of
proxies. If the services of an independent proxy solicitation firm are used, the
cost is estimated not to exceed $4,000.
<PAGE>
RECORD DATE AND OUTSTANDING SHARES
The close of business on September 2, 1997, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
special meeting. On the record date, the Company had outstanding ______________
shares of Common Stock, no par value ("Common Stock"), each share of which is
entitled to one vote at the meeting. Common Stock is the only outstanding voting
security of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 1997, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
by (i) each director and certain executive officers of the Company, (ii) all
persons known by the Company to be beneficial owners of more than 5 percent of
its Common Stock, and (iii) all executive officers and directors as a group.
COMMON STOCK (1)
----------------
Number Percent of
Name of Shares Shares Outstanding
---- --------- ------------------
Paul F. Wenner(2)(3) 2,212,037 22.5%
Lyle G. Hubbard(3) 141,250 1.6%
Richard C. Dietz(3) 55,750 *
Michael P. Rubic(3) 55,500 *
Charles A. Monahan(3) 41,000 *
E. Kay Stepp(3)(4) 32,485 *
Michael L. Ray(3) 6,000 *
Mary O. McWilliams(3) 4,100 *
Thomas D. Henrion(3) 3,100 *
All executive officers and directors
as a group (17 persons)(3) 2,660,556 25.9%
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*Less than 1 percent of the outstanding shares of Common Stock.
(1) Applicable percentage of ownership is based on 8,781,836 shares of
Common Stock outstanding as of July 31, 1997, together with applicable
options held by each shareholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission,
and includes voting and investment power with respect to shares. Shares
of Common Stock subject to options or warrants currently exercisable or
exercisable within 60 days after July 31, 1997, are deemed outstanding
for purposes of computing the percentage ownership of the person
holding such options or warrants, but are not deemed outstanding for
computing the percentage of any other person. Unless otherwise
indicated, each of the shareholders named above has sole voting and
investment power with respect to all shares shown as being beneficially
owned by him or her.
<PAGE>
(2) Mr. Wenner's address is 1411 S.W. Morrison Street, Suite 400, Portland,
Oregon 97205.
(3) Includes shares subject to options granted under the Company's stock
option plans and exercisable as of September 29, 1997, as follows: Mr.
Wenner, 1,033,240 shares; Mr. Hubbard, 141,250 shares; Mr. Dietz,
55,750 shares; Mr. Rubic, 55,500 shares; Mr. Monahan, 41,000 shares;
Ms. Stepp, 25,500 shares; Mr. Ray, 6,000 shares; Ms. McWilliams, 3,000
shares; Mr. Henrion, 3,000 shares; and all directors and executive
officers of the Company as a group, 1,473,574 shares.
(4) Includes 3,935 shares owned by Ms. Stepp's husband. Ms. Stepp disclaims
voting and investment power with respect to such shares owned by her
husband.
AMENDMENT TO ARTICLES OF INCORPORATION
General
The Board has unanimously approved a proposed amendment to Article I of the
Company's Articles of Incorporation to change its name to Gardenburger, Inc.,
and directed that the proposed amendment be submitted to the shareholders at the
special meeting.
The Board believes that the proposed name change will enhance the Company's
marketing efforts and increase public awareness of its flagship products. A
number of prominent companies have adopted name changes in recent years to
foster brand name acceptance. If the proposed amendment is approved by the
Company's shareholders, the Company's trading symbol on The Nasdaq Stock Market
will be "GBUR."
Vote Required and Board Recommendation
The proposed amendment of Article I of the Company's Articles of Incorporation
will be adopted if the votes cast in favor of the action at the meeting exceed
those cast opposing it, provided that a quorum is present. Shareholders may
expressly abstain from voting on the proposal by so indicating on the
accompanying proxy card. Abstentions and shares represented by duly executed and
returned proxies of brokers or other nominees which are expressly not voted on
the proposal will have no effect on the required vote for the proposal.
<PAGE>
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR ADOPTION OF THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE ITS NAME TO
GARDENBURGER, INC.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals by shareholders intended to be presented at the Company's 1998 Annual
Meeting must be received by the Company at its principal executive offices no
later than November 20, 1997, in order to be included in the Company's 1998
Proxy Statement and proxy card. Any such proposal should comply with the rules
of the Securities and Exchange Commission governing shareholder proposals
submitted for inclusion in proxy materials.
OTHER MATTERS
Management knows of no matters to come before the special meeting other than the
proposed amendment to its Articles of Incorporation. However, should any other
matters come before the meeting, the persons named in the accompanying form of
proxy will vote or refrain from voting thereon in accordance with their
judgment.
WHOLESOME & HEARTY FOODS, INC.
September 9, 1997
<PAGE>
APPENDIX A
(FRONT SIDE OF OCR PROXY CARD)
WHOLESOME & HEARTY FOODS, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for a Special Meeting on October 17, 1997
The undersigned hereby names E. Kay Stepp and Richard C. Dietz, or
either of them acting in the absence of the other, with full power of
substitution, my true and lawful attorneys and proxies for me in my place and
stead to attend the Special Meeting of Shareholders of Wholesome & Hearty Foods,
Inc. to be held on October 17, 1997 at 10:00 a.m., and any adjournments thereof,
and to vote all of the shares held in the name of the undersigned on September
2, 1997, with all the powers that the undersigned would possess if personally
present.
See Reverse
Side
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FOLD AND DETACH HERE
<PAGE>
(BACK SIDE OF OCR PROXY CARD)
X Please mark your
votes as in this
example.
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. IF NO SPECIFIC
DIRECTION IS GIVEN AS TO THE ITEM BELOW, THIS PROXY WILL BE VOTED FOR PROPOSAL
1.
The Board of Directors unanimously recommends a vote FOR Proposal 1.
1. To approve a proposal to amend Article I of the Articles of Incorporation of
the Company to change its name to Gardenburger, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
SIGNATURE(S)_______________________________ DATE______________________________
NOTE: Please sign exactly as name appears above. Joint owners each should sign.
Fiduciaries should add their full title to their signature. Corporations should
sign in full corporate name by an authorized officer. Partnerships should sign
in partnership name by an authorized person.
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FOLD AND DETACH HERE
You are cordially invited to attend the
Special Meeting of Shareholders of
WHOLESOME & HEARTY FOODS, INC.
to be held
Friday, October 17, 1997, at 10:00 a.m. Pacific Time
at The Benson Hotel,
309 S.W. Broadway,
Portland, Oregon.
