<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(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), or 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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> 2
January 12, 1994
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Savannah Foods to be held on Thursday, February 17, 1994 starting at 9:00
a.m. in the Savannah A Ballroom, located on the main lobby floor of the
Radisson Plaza Hotel, 100 General McIntosh Boulevard, Savannah, Georgia. We
look forward to greeting each of you personally.
Your vote is important, regardless of the number of shares you own.
Please sign, date, and mail the proxy card in the enclosed envelope at your
earliest convenience. If you plan on attending this meeting, you may vote in
person if you wish, even if you have previously returned your proxy.
Sincerely,
W. W. Sprague, Jr.,
Chairman and Chief Executive Officer
W. W. Sprague, III,
President and Chief Operating Officer
<PAGE> 3
(Blank Page)
<PAGE> 4
SAVANNAH FOODS & INDUSTRIES, INC.
POST OFFICE BOX 339
SAVANNAH, GEORGIA 31402
______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 17, 1994
___________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Savannah Foods & Industries, Inc., will be held on Thursday, February 17, 1994,
starting at 9:00 a.m. Eastern Standard Time in the Savannah A Ballroom, located
on the main lobby floor of the Radisson Plaza Hotel, 100 General McIntosh
Boulevard, Savannah, Georgia, for the purpose of considering and voting on the
following matters:
1. To elect four Directors to hold office for a term of three
years and until their successors are elected and qualified.
2. To approve the appointment of Price Waterhouse as independent
accountants for the fiscal year ending October 2, 1994.
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement
thereof.
The Board of Directors of the Company has fixed the close of business
on December 24, 1993, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
PREPAID ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF
YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
John M. Tatum
Secretary
Savannah, Georgia
January 12, 1994
<PAGE> 5
(Blank Page)
<PAGE> 6
SAVANNAH FOODS & INDUSTRIES, INC.
POST OFFICE BOX 339
SAVANNAH, GEORGIA 31402
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 17, 1994
This Proxy Statement is being furnished to holders of common stock,
par value $.25 per share ("Common Stock"), of Savannah Foods & Industries,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
1994 Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Thursday, February 17, 1994, starting at 9:00 a.m. Eastern Standard Time, in
the Savannah A Ballroom, located on the main lobby floor of the Radisson Plaza
Hotel, 100 General McIntosh Boulevard, Savannah, Georgia, and any adjournment
or postponement thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders.
This Proxy Statement and form of proxy are first being mailed to
stockholders of the Company on or about January 12, 1994.
All proxies duly executed and received prior to or at the Annual
Meeting, and not revoked, will be voted on all matters presented at the meeting
in accordance with the instructions indicated on such proxies. In the absence
of specified instructions, proxies so received will be voted FOR (1) The named
nominees to the Company's Board of Directors and FOR (2) The approval of the
appointment of Price Waterhouse as independent accountants for the fiscal year
ending October 2, 1994.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company at or before the taking of the vote at
the Annual Meeting, a written notice of revocation bearing a later date than
the proxy, (ii) duly executing a later-dated proxy relating to the same shares
and delivering it to the Secretary of the Company before the taking of the vote
at the Annual Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute the revocation of a proxy). Any written notice of revocation or
subsequent proxy should be sent so as to be delivered to Savannah Foods &
Industries, Inc., Post Office Box 339, Savannah, Georgia 31402, Attention:
Secretary, or hand delivered to the Secretary of the Company at or before the
taking of the vote at the Annual Meeting.
The cost of the solicitation of proxies will be borne by the Company.
Proxies will be solicited by mail and may be solicited personally, or by
telephone or telegraph by Directors, Officers, and employees of the Company.
The Company has retained the services of Corporate Investor Communications,
Inc. to assist in the solicitation of proxies from banks, brokers and nominees
at a cost not to exceed $2,500 plus reasonable out-of-pocket expenses. The
Company will reimburse custodians, nominees, and fiduciaries for forwarding
proxy material to beneficial owners of shares held of record by such
custodians, nominees, and fiduciaries. The Company has employed Wachovia Bank
of North Carolina, N.A., P. O. Box 3001, Winston-Salem, N.C. 27102, to handle
the mechanics of checking the validity of proxies and tabulating them.
The Board of Directors of the Company has fixed December 24, 1993, as
the record date for the determination of the Company stockholders entitled to
notice of and to vote at the Annual Meeting. Accordingly, only holders of
record of Common Stock on the record date will be entitled to notice of and to
vote at the Annual Meeting. As of November 30, 1993, there were 26,238,196
shares of Common Stock outstanding; each of which is entitled to one
non-cumulative vote.
1
<PAGE> 7
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of November 30, 1993, the beneficial ownership of Common Stock of
the Company by 5% holders, Directors, each Non- Director Executive Officer
named in the Summary Compensation Table below, and by all Executive Officers
and Directors of the Company as a group, was as follows:
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of Beneficial Ownership of Class
---- ----------------------- --------
<S> <C> <C>
NationsBank of Georgia,
N.A. (1) 4,887,557 (2) 18.63%
United States Trust Company
of New York (3) 850,117 (4) 3.24%
Bass Management Trust
and Related Parties (5) 1,323,400 (6) 5.04%
W. Waldo Bradley 155,284 (7) .59%
John D. Carswell 68,000 (8) .26%
Dale C. Critz 1,017 *
Lee B. Durham, Jr. 3,611 *
F. Sprague Exley 146,096 (9) .56%
George Fawcett 57,284 *
Ernest Flegenheimer 31,192 *
Arthur Gignilliat 1,314 *
Robert L. Harrison 6,810 (10) *
William W. Sprague, Jr. 536,864 (11) 2.05%
William W. Sprague, III 174,376 (12) .66%
Hugh M. Tarbutton 229,888 (13) .88%
Arnold Tenenbaum 1,700 (14) *
C. Richard Donnelly 27,234 *
Benjamin A. Oxnard, Jr. 36,252 (15) *
William R. Steinhauer 46,430 (16) *
All Directors and Executive
Officers as a group
(16 individuals) 1,366,352 (17) 5.21%
</TABLE>
* Indicates less than .25%
(1) The business address of NationsBank of Georgia, N.A. is:
NationsBank of Georgia, N.A.
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
(2) Such shares are held for various fiduciary, investment and custodian
accounts in which NationsBank of Georgia, N.A. has no beneficial
interest.
(3) The business address of United States Trust Company of New York is:
United States Trust Company of New York
770 Broadway
New York, New York 10003-9598
2
<PAGE> 8
(4) Such shares are held in the Company Stock Fund for the Employee
Retirement Savings Plan, in which United States Trust Company has no
beneficial interest.
(5) The business address of Bass Management Trust and related parties is:
Bass Management Trust and Related Parties
c/o W. Robert Cotham
2600 First City Bank Tower
Fort Worth, Texas 76102
(6) Information is based on a Schedule 13D, dated November 16, 1992 filed
by The Bass Management Trust, Perry R. Bass, Nancy L. Bass, Lee M.
Bass, the Airlie Group L.P., EBD L.P., TMT-FW Inc., Thomas M. Taylor,
Dort A. Cameron, III, Wesley Guylay Capital Management, and Wesley R.
Guylay, disclosing voting and investment power held by such persons
with respect to shares of Common Stock.
(7) Includes 3,360 shares in a trust for which Mr. Bradley is trustee with
voting rights, and 64,160 shares owned by Bradley Foundation, Inc. of
which Mr. Bradley is President. It also includes the following shares
in which Mr. Bradley disclaims any beneficial ownership: 8,000 shares
in a trust for his children; 50,880 shares owned by a partnership of
which his daughters and trusts for his children are among the
partners; and 10,804 shares owned by his wife.
(8) Includes the following 28,000 shares in which Mr. Carswell disclaims
any beneficial ownership: 14,000 shares in trust for his wife and
grandchildren, and 14,000 shares owned by a trust with his children as
beneficiaries.
(9) Includes 105,051 shares in his mother's estate of which Mr. Exley is a
co-executor, and in which he is a residual beneficiary. Includes
2,810 shares held in a trust of which Mr. Exley is a trustee and a
beneficiary. It also includes 2,286 shares owned by his wife, in
which Mr. Exley disclaims any beneficial ownership.
(10) Includes 1,780 shares owned by his wife, in which Mr. Harrison
disclaims any beneficial ownership.
(11) Includes 16,944 shares owned by his wife and 3,440 shares in a trust
for which Mr. Sprague is trustee. He disclaims any beneficial
ownership in any of these shares. Also includes 157,000 shares in a
Grantor Retained Income Trust.
(12) Includes 157,000 shares held in trust, of which Mr. Sprague is a
trustee and a beneficiary. Also includes 2,298 shares owned by his
wife and 6,687 shares owned by his children, in which Mr. Sprague
disclaims any beneficial ownership.
(13) Includes 27,392 shares held by his wife as custodian for their
children, in which Mr. Tarbutton disclaims any beneficial ownership.
(14) Includes 1,100 shares held by his wife as custodian for their
children, in which Mr. Tenenbaum disclaims any beneficial ownership.
(15) Includes 825 shares owned by his wife in which Mr. Oxnard disclaims
any beneficial ownership.
(16) Includes 1,848 shares owned by his wife and 800 shares held in trust
for his children in which Mr. Steinhauer disclaims any beneficial
ownership.
(17) This amount is adjusted for the 157,000 shares held in trust and
included under both William W. Sprague, Jr. and William W. Sprague,
III.
3
<PAGE> 9
ELECTION OF DIRECTORS
Four Directors have been nominated by the Board of Directors for
election at this meeting. The four nominees proposed for election for
three-year terms are offered for election to hold office until the Annual
Meeting in 1997, and until their successors are elected and qualified, or until
their death, disability, or resignation. PROXIES RETURNED BY STOCKHOLDERS WILL
BE VOTED "FOR" ELECTION OF DIRECTORS AS AFORESAID UNLESS OTHERWISE DIRECTED ON
THE PROXY. If any nominee shall become unavailable for election, which is not
anticipated, the shares represented by proxies will be voted for such
substitute nominee as may be designated by the Board of Directors.
The affirmative vote of the holders of a majority of the shares
present in person or by proxy at the Annual Meeting and entitled to vote is
required to elect the nominees as Directors. Abstention and broker non-votes
will have the same effect as a vote to withhold authority in the election of
Directors.
Set forth on the following pages is information with respect to the
nominees and standing members of the Board of Directors, current as of November
30, 1993, (except that Mr. Flegenheimer's information reflects his retirement
as an Officer of the Company as of December 31, 1993.)
4
<PAGE> 10
DIRECTORS WHO ARE NOMINEES FOR ELECTION FOR A TERM OF THREE YEARS
<TABLE>
<S> <C> <C>
A photograph LEE B. DURHAM, JR. Mr. Lee B. Durham, Jr., is a partner in the law firm of Hill
of Mr. Durham Attorney Lewis, Detroit, Michigan and has been a practicing attorney for
appears in the Hill Lewis more than 30 years. His firm is general counsel to Michigan
paper format Age: 63 Sugar Company, a wholly-owned subsidiary of the Company. He is
version of Director since: 1985 also a Director of Michigan Sugar Company and has been
this document Present term expires: 1994 Secretary of that company since 1976.
A photograph GEORGE FAWCETT Mr. George Fawcett, former Senior Vice President - Operations
of Mr. Fawcett Consultant for the Company, retired in October 1991. He is also a
appears in the Age: 67 Director of Trust Company Bank, Savannah, Georgia.
paper format Director since: 1980
version of Present term expires: 1994
this document
A photograph ERNEST FLEGENHEIMER Mr. Ernest Flegenheimer was President of Michigan Sugar Company
of Mr. Flegenheimer President and Chief Executive from 1963 until his retirement on December 31, 1993, and has
appears in the Officer, been active in the beet sugar industry for more than 39 years.
paper format Michigan Sugar Company -- Retired He was also President of Great Lakes Sugar Company, a
version of as of December 31, 1993 subsidiary of Michigan Sugar Company, and Senior Vice President
this document Age: 66 of the Company. He continues to serve as a Director of
Director since: 1984 Michigan Sugar Company and several of the Company's other
Present term expires: 1994 subsidiaries. He is a Director of Second National Bank of
Member: Executive Committee Saginaw, Saginaw, Michigan.
A photograph ROBERT L. HARRISON Mr. Robert L. Harrison is President of Stevens Shipping &
of Mr. Harrison President, Terminal Co., Savannah, Georgia. Stevens conducts steamship
appears in the Stevens Shipping & Terminal Co. agency and stevedoring services in South Atlantic port areas.
paper format Age: 53 He is also an Advisory Director of NationsBank of Georgia,
version of Director since: 1990 N.A., Savannah, Georgia; and Chairman and a Director of Fairway
this document Present term expires: 1994 Terminals, Inc. of Texas.
Member: Audit and Compensation
Committees
</TABLE>
5
<PAGE> 11
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1995
<TABLE>
<S> <C> <C>
A photograph DALE C. CRITZ Mr. Dale C. Critz is owner and President of Critz, Inc.,
of Mr. Critz President, a retail automobile dealership. He has served on the
appears in the Critz, Inc. Board of Directors of Trust Company Bank since 1963 and
paper format Age: 61 was appointed Chairman of the Board in 1992. He is a
version of Director since: 1993 Trustee of the Georgia Automobile Dealers Association
this document Present term expires: 1995 Workers Compensation Fund.
Member: Compensation Committee
A photograph ARTHUR M. GIGNILLIAT, JR. Mr. Arthur M. Gignilliat, Jr., is President and Chief
of Mr. Gignilliat President and Chief Executive Officer, Executive Officer of Savannah Electric and Power
appears in the Savannah Electric and Power Company. He serves on the Board of Directors of
paper format Company NationsBank of Georgia, N.A., Savannah, Georgia and
version of Age: 61 Savannah Electric and Power Company, and is a member of
this document Director since: 1988 the Metropolitan Atlanta Olympic Games Authority. He
Present term expires: 1995 served on the Board of Regents of the University System
Member: Compensation Committee of Georgia from 1983 to 1993.
(Chairman)
A photograph WILLIAM W. SPRAGUE, JR. Mr. William W. Sprague, Jr., has been Chief Executive
of Mr. Sprague Chairman and Chief Executive Officer, Officer of the Company since 1972 and Chairman since
appears in the Savannah Foods & Industries, Inc. January 1, 1993. He also served as President from 1972
paper format Age: 67 through 1992, having first joined the Company in 1952.
version of Director since: 1960 He is a Director and Chairman and/or President of a
this document Present term expires: 1995 number of its subsidiaries. He also serves as a
Member: Executive Committee Director of NationsBank Corporation, Charlotte, North
(Chairman) Carolina.
A photograph ARNOLD TENENBAUM Mr. Arnold Tenenbaum is President of Chatham Steel
of Mr. Tenenbaum President, Corporation. Chatham Steel is a wholesale distributor of
appears in the Chatham Steel Corporation metal products. It has branches in five states. Mr.
paper format Age: 57 Tenenbaum is on the Board of Directors of First Union
version of Director since: 1989 Bank of Savannah, First Union Bank of Georgia, Savannah
this document Present term expires: 1995 Electric and Power Company, and the Georgia Lottery
Member: Audit Committee Corporation.
</TABLE>
6
<PAGE> 12
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1996
<TABLE>
<S> <C> <C>
A photograph W. WALDO BRADLEY Mr. W. Waldo Bradley is Chairman of the Board of Bradley
of Mr. Bradley Chairman, Plywood Corporation, Savannah, Georgia, a wholesale distributor
appears in the Bradley Plywood Corporation of building materials. He also serves as a Director of First
paper format Age: 59 Union Corporation, Charlotte, North Carolina, and Atlanta Gas
version of Director since: 1979 Light Company.
this document Present term expires: 1996
Member: Compensation,
Executive, and Nominating
Committees
A photograph JOHN D. CARSWELL Mr. John D. Carswell has been in the general insurance business
of Mr. Carswell Associated with Palmer & all of his business life. He is associated with Palmer &
appears in the Cay/Carswell, Inc. Cay/Carswell, Inc.
paper format Age: 62
version of Director since: 1985
this document Present term expires: 1996
Member: Audit Committee and
Nominating Committee (Chairman)
A photograph F. SPRAGUE EXLEY Mr. F. Sprague Exley, who first joined the Company in 1965, is
of Mr. Exley Vice President - Distribution Vice President - Distribution, and President of Food Carrier,
appears in the Savannah Foods & Industries, Inc. Inc., a wholly-owned subsidiary of the Company. He also serves
paper format Age: 54 as an Officer and a Director of several of the Company's other
version of Director since: 1976 subsidiaries, is on the Community Advisory Board of NationsBank
this document Present term expires: 1996 of Georgia, N.A., Savannah, Georgia, and is a member of the
Board of the Georgia Freight Bureau, Inc., Atlanta, Georgia.
A photograph WILLIAM W. SPRAGUE, III Mr. William W. Sprague, III has been President and Chief
of Mr. Sprague President and Chief Operating Officer, Operating Officer of Savannah Foods & Industries, Inc., since
appears in the Savannah Foods & Industries, Inc. January 1, 1993. He began his career with the Company in 1983,
paper format Age: 37 and his previous position was Vice President - Sales. He
version of Director since: 1990 serves as an Officer and a Director of several of the Company's
this document Present term expires: 1996 subsidiaries; as a Director of Memorial Medical Center, and
Member: Executive Committee Provident Health Services, Inc.; and is on the Advisory Board
of the Savannah Economic Development Authority.
A photograph HUGH M. TARBUTTON Mr. Hugh M. Tarbutton is President of Sandersville Railroad
of Mr. Tarbutton President, Company, Sandersville, Georgia. He is also a Director of
appears in the Sandersville Railroad Company NationsBank of Georgia, N.A.
paper format Age: 61
version of Director since: 1971
this document Present term expires: 1996
Member: Executive and Nominating
Committees, and Audit Committee
(Chairman)
</TABLE>
7
<PAGE> 13
MANAGEMENT OF SAVANNAH FOODS & INDUSTRIES, INC.
In addition to the Officers who also serve as Directors, as described
under Election of Directors, the following individuals serve as Executive
Officers of the Company:
<TABLE>
<S> <C>
W. R. Steinhauer Mr. Steinhauer, age 52, first joined the Company in 1977, was
Senior Vice President - elected Vice President - Finance in 1978, and was elected
Finance and Administration, Treasurer in 1991. He was elected to his present position as
and Assistant Secretary of January 1, 1993. He also serves as an Officer and Director
of several of the Company's subsidiaries.
C. R. Donnelly Mr. Donnelly, age 55, first joined the Company in 1966, and was
Senior Vice President - Operations elected to his present office as of January 1, 1993. Prior to
that he had served as Group Vice President - Cane Operations
and Vice President - Sales. He also serves as an Officer and
Director of several of the Company's subsidiaries.
B. A. Oxnard, Jr. Mr. Oxnard, age 59, first joined the Company in 1983 as Vice
Vice President - Raw Sugar President - Raw Sugar. He also serves as an Officer of several
of the Company's subsidiaries.
</TABLE>
8
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth (i) the cash and cash-equivalent
remuneration, and (ii) the aggregate of the contingent forms of remuneration
paid by the Company to, or for the account of, or accrued by the Company for
the account of its Chief Executive Officer and each of its four other most
highly compensated Executive Officers:
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
- -----------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- -----------------------------------------------------------------------------------------------------------
Other
Name Annual Restricted All Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Awards SARs Payouts sation
Position Year ($) ($) ($)(2) ($) ($) ($) ($)(3)(4)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. W. Sprague, Jr. 1992-93(1) 600,000 20,437 0 0 0 0 90,620
Chairman of the Board & 1992 600,000 81,750 0 0 0 0 98,389
Chief Executive Officer 1991 600,000 450,000 0 0 0 0 86,741
W. W. Sprague, III 1992-93(1) 188,750 3,122 0 0 0 0 16,196
President, Chief
Operating Officer, and
Director
Ernest Flegenheimer 1992-93(1) 275,000 7,664 0 0 0 0 47,712
Senior Vice President 1992 281,250 30,656 0 0 0 0 52,497
and Director (President- 1991 350,000 210,000 0 0 0 0 51,836
Michigan Sugar Company)
C. Richard Donnelly 1992-93(1) 190,813 4,837 0 0 0 0 16,332
Senior Vice President- 1992 177,501 19,348 0 0 0 0 12,953
Operations 1991 162,500 85,313 0 0 0 0 18,561
W. R. Steinhauer 1992-93(1) 175,425 4,476 0 0 0 0 10,779
Senior Vice President- 1992 164,277 17,906 0 0 0 0 7,296
Finance & Administration 1991 157,500 82,688 0 0 0 0 17,515
</TABLE>
______________________________________________________________________________
(1) Due to the Company's change in fiscal year, the 1992-93 amounts
reflect compensation earned from October 1992 through September 1993.
Therefore, the last three months of 1992 are reported in both
"1992-93" and "1992."
(2) "Perquisites" do not exceed $50,000 or 10% of total salary and bonus.
(3) "All Other Compensation" for 1992-93 includes: (i) above market
earnings accrued on deferred compensation (Mr. Sprague, Jr. -
$60,744; Mr. Sprague, III - $359; Mr. Flegenheimer - $28,749; Mr.
Donnelly - $7,222; Mr. Steinhauer - $2,705), (ii) Director fees (Mr.
Sprague, Jr. - $7,200; Mr. Sprague, III - $7,200; Mr. Flegenheimer -
$7,200), (iii) amounts contributed to defined contribution retirement
plans (Mr. Sprague, Jr. - $10, 027; Mr. Sprague, III - $8,147; Mr.
Flegenheimer $10,027; Mr. Donnelly - $7,628; Mr. Steinhauer - $5,744),
and (iv) amounts accrued as contributions to non-qualified retirement
plans (Mr. Sprague, Jr. - $12,649; Mr. Sprague, III - $490; Mr.
Flegenheimer -- $1,736; Mr. Donnelly - $1,482; Mr. Steinhauer -
$2,330).
(4) The 1992 and 1991 amounts have been changed from the amounts reported
in the 1993 Proxy Statement. These amounts were incorrectly
calculated and overstated in the 1993 Proxy Statement.
9
<PAGE> 15
PENSION PLANS
The Company has in effect a non-contributory pension plan which
applies to substantially all employees, including Officers. The normal
retirement age under the plan is 65. When an employee retires, several forms
of benefit payments are available, including an actuarially reduced benefit to
provide a surviving spouse's annuity of 50%, 75%, or 100% of the employee's
reduced pension. The basic payment formula is 2% of the final three-year
average of earnings, times credited years of service (up to 30) minus a Social
Security allowance. A reduced benefit can be received at age 55 with 10 or
more years of credited service or at age 62 with five or more years of credited
service.
In addition to benefits paid under the Company's pension plan for
substantially all employees, all Officers of the Company receive coordinated
benefits from the Supplemental Executive Retirement Plan. The Plan includes
each of the Officers listed in the foregoing Summary Compensation Table, and
provides that retirement benefits for these Executive Officers will be equal to
65% of their covered compensation. These retirement benefits will consist of
normal pension benefits under the Company's qualified pension plan, Social
Security benefits and a supplemental benefit provided under this plan. The
estimated annual benefits payable upon retirement at normal retirement age for
each of the named Executive Officers from the Company's non-contributory
pension plan and Supplemental Executive Retirement Plan are as follows: W. W.
Sprague, Jr.: $368,875; W. W. Sprague, III: $68,431; Ernest Flegenheimer:
$182,002; C. Richard Donnelly: $100,521; and W. R. Steinhauer: $93,877.
EMPLOYMENT CONTRACTS
On June 13, 1975, the Company entered into an employment contract with
Mr. W. W. Sprague, Jr., the Chairman of the Board and Chief Executive Officer
of the Company, which has been amended and restated from time to time. As
amended, Mr. Sprague's contract extends until December 31, 1994. This contract
provides that Mr. Sprague be compensated as the Board of Directors of the
Company may determine subject to normal periodic review for adjustment based on
the corporate policy and contributions to the enterprise. Such adjustments
shall be commensurate with those made to any other senior executives of the
Company and Mr. Sprague's position with the Company. In the event of
disability, or at retirement, Mr. Sprague would be paid an amount annually
equivalent to the amount he would receive annually under the regular Retirement
Income Plan of the Company and with the same elections as if he were retiring
from the employ of the Company after 40 years of continuous service, reduced by
the amount he is then receiving under the Retirement Income Plan of the Company
or any previous employer.
The contract also generally provides that in the event of death before
the end of the term of the contract, Mr. Sprague's surviving widow would be
paid an aggregate amount which, after payment of all applicable estate and
income taxes, would be equivalent to one year's base annual salary of Mr.
Sprague at the date of death.
The contract further provides that in the event of a change in control
of the Company and a termination of employment thereafter (other than for
disability or cause) by failure of the Company to continue to recognize the
terms of the contract, including its compensation requirements, the Company
will be obligated to pay as liquidated damages a lump sum equal to the product
of the annual base salary in effect as of the date of termination, plus any
additional compensation payable in accordance with the then policy of the
Company, multiplied by the lesser of the number of years remaining in the term
of employment or the number five; plus any other damages resulting from the
Company's termination of the contract. The contract also gives the employee
the right to terminate the contract in the event of a failure on the part of
the Company to fulfill its obligations, with the same right to liquidated
damages.
The Company considers the establishment and maintenance of a sound and
vital management to be
10
<PAGE> 16
essential to protecting and enhancing the best interests of the Company and its
stockholders. In 1988 and succeeding years, the Company entered into contracts
with all other Corporate Officers to reduce the risk of departure or
distraction of management personnel to the detriment of the Company and its
stockholders. If these Officers are terminated after a change in control of
the Company, as defined therein, the contract provides for a lump sum payment
of 2.99 times annual compensation.
In the event of a change of control which would trigger the lump sum
payment provisions of these contracts in fiscal 1994, the cost to the Company
for the five Executive Officers listed in the Summary Compensation Table above
would be $2,096,490.
Mr. Ernest Flegenheimer's employment contract expired on December 31,
1993, at which time he retired from the Company. Thus, the amount presented
above does not include any amounts for Mr. Flegenheimer.
11
<PAGE> 17
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has the responsibility for recommending to
the full Board the compensation arrangements for senior management of the
Company, and also recommends to the Board adoption of and/or modification to
any compensation plans in which Officers and Directors are eligible to
participate, as well as the benefits under such plans. This responsibility
includes reviewing and considering new, or amendments to, compensation plans,
retirement plans and other benefit plans, and monitoring the performance and
compensation of Executive Officers.
The Company maintains compensation and benefit programs designed to
attract, motivate, and retain management and employees. Wherever practical,
the Company attempts to link employee reward to financial performance and
stockholder reward. The Company currently maintains seven compensation or
retirement plans. In addition, employment contracts are currently in place
with all Corporate Officers as explained on page 10 of this proxy statement.
Except for the Supplemental Executive Retirement Plan and a deferred
compensation plan, substantially all non-union employees in the Company
participate in all other plans. The Supplemental Executive Retirement Plan was
designed to eliminate an inequity to managers and officers that exists in
companies with a qualified defined benefit pension plan. Thus, only two plans,
the Supplemental Executive Retirement Plan and the deferred compensation plan,
provide benefits to Executives on a basis other than they are provided to all
other non-union employees.
The Company's executive compensation program consists of three main
components: (1) base salary, (2) potential for an annual bonus under the
profit-sharing bonus plan, and (3) potential for a contribution to the Employee
Stock Ownership Plan (ESOP). The second and third components are "at risk" and
are determined by the profitability of the Company for the year. The "at risk"
component of compensation fluctuates significantly with earnings, and as a
result it represented 5% of total compensation of the five named Executives
Officers in fiscal 1993, 12% for 1992, and 41% for 1991. The only manner in
which Officers participate in the profit sharing bonus plan on a basis other
than non-officer employees is that the target award increases as a percent of
pay, based on job grade, from 5% for most employees to a maximum of 50% for the
Chief Executive Officer (CEO). The target award is achieved when return on
equity (ROE), as defined (consolidated net income plus the after tax charge to
income for the year for the contribution, if any, to the ESOP divided by
consolidated stockholders' equity at the beginning of the year) reaches 16%.
If ROE is less than 13%, there is no profit sharing payment, and if it exceeds
20%, a maximum of 150% of the target award is paid. ESOP contributions are
recommended by management and approved by the Board of Directors based
primarily upon earnings of the Company. Contributions to the ESOP are made
after considering the Company's earnings for the year and its cash position and
other cash requirements at year end and in the following year. The Committee
has no discretion with respect to the amount of the contribution allocated to
the CEO under the ESOP. Rather, these contributions are allocated to each
participant, including the CEO, based upon his or her earnings for the year as
required by Internal Revenue Service regulations.
The Company does not have a Stock Option or Stock Appreciation Rights
Plan and no options or appreciation rights are outstanding from former plans.
Annually the Company evaluates the performance of Executive Officers
and other key employees and establishes an appropriate compensation level for
each person. Job grades and minimum, normal and maximum compensation levels
have been assigned to every position. The annual update of the base salary
level is made from three compensation surveys in which the Company
participates. The Company's salary levels are compared to the same positions
in companies in a similar sales group. Company asset size, total employees
supervised, and the five-year and one-year returns on equity are also used in
the survey to assure that comparability of positions is maximized. Most base
salaries fall below the fiftieth percentile in this survey data. Four of the
12 companies in the peer group index on page 14 of this proxy statement are
also included in one or more of the compensation surveys. The Company has not
attempted to compare itself to the other
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<PAGE> 18
companies in the peer group because they are not included in the survey data
reviewed by the Committee, and in addition, the Company does not believe it
competes with such other companies for executive talent. Total compensation,
as explained above, is determined objectively based upon the plans and the base
salary survey data. In the last three years, this has generally not exceeded
the fiftieth percentile level of total cash compensation reported in the annual
compensation surveys. Changes to base salary of all Corporate Officers are
recommended by the CEO to this Committee in November or December of each year.
At this time, he discusses with the Committee the performance of each Officer
and his or her potential for advancement. The Committee then decides whether
or not to recommend approval to the Board of Directors of the management
recommendations. If an Officer promotion is requested by management at any
other time, a similar process is followed.
The Committee evaluates the performance of the CEO before recommending
approval of a base salary adjustment for him. The compensation survey data and
other information is used by the Committee in determining his salary
adjustment. The Committee concluded that the survey data and the CEO's
performance warranted a salary increase for 1992 and 1993. However, lower
corporate earnings and a lower stock price have resulted in less stockholder
reward in those years. The Committee agreed with the CEO that by his foregoing
a salary increase in these years, the Company would reinforce the linkage
between senior management reward and stockholder reward.
The Committee believes that the compensation program currently in
place is appropriate, considering those in place at comparable companies and
considering the Company's goal to link employee and management compensation to
stockholder reward. It believes that the total remuneration generated by this
compensation package is reasonable and competitive by the same standard.
COMPENSATION COMMITTEE:
<TABLE>
<S> <C>
Arthur M. Gignilliat, Jr. (Chairman) Dale C. Critz (Member since April 1993)
W. Waldo Bradley Robert L. Harrison
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1993, the four persons listed above, Messrs.: Critz,
Gignilliat, Bradley and Harrison served as members of the Compensation
Committee. No member of this committee is a former or current Officer or
employee of the Company or any of its subsidiaries. Dale C. Critz, a Director
of the Company, is President of Critz, Inc. The Company conducts business with
this firm for some of its automotive needs. In the fiscal year ended October
3, 1993, the Company purchased products and services from this firm in the
amount of approximately $77,000. Robert L. Harrison, a Director of the
Company, is President of Stevens Shipping & Terminal Company in Savannah,
Georgia. The Company conducts business with this firm related to port
activities associated with the importation of raw sugar. In the fiscal year
ended October 3, 1993, the Company purchased services from this firm in the
amount of approximately $1,355,000.
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<PAGE> 19
COMPARISON OF CUMULATIVE TOTAL RETURN FOR
SAVANNAH FOODS COMMON, S&P COMPOSITE 500,
& PEER GROUP INDEX FOR BAKERY & DAIRY FOOD COMPANIES*
A graph depicting the information in the table below
is displayed on page 14 of this Proxy.
This graph appears in the paper format version of the document
and not in this electronic filing.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Savannah Foods 100.00 304.21 278.24 188.57 181.49 198.39
S&P Composite 500 100.00 134.35 129.37 164.70 181.32 195.51
Peer Group 100.00 142.08 136.25 171.15 173.55 176.91
</TABLE>
* The data presented above assumes $100 was invested on January 1, 1989,
at the closing price in Savannah Foods & Industries, Inc. common
stock, the S&P 500 Index and the peer group index, and that dividends
were reinvested. The peer group index is a market capitalization
weighted index of bakery and dairy food companies.
The bakery and dairy food group is composed of the companies traded on
the New York and American Stock Exchanges in the bakery and dairy food
standard industrial classification. This group includes the Company,
two other sugar companies (one of which is a multi-segment company, of
which beet sugar is its largest segment) and ten other companies that
produce food products. The Company will provide the identity of all
the component companies upon a stockholder's request. Refined sugar
producers have historically reported earnings volatility resulting
from economic factors that are significant and often limited to the
sugar industry.
The Company changed its fiscal year end from the Sunday closest to
December 31 to the Sunday closest to September 30, effective for the
fiscal year ended October 3, 1993. As a result, the graph above
reflects the investment return for nine months from January 3, 1993,
the date of the last fiscal year end, prior to the change, to October
3, 1993.
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<PAGE> 20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
John D. Carswell, a Director of the Company, is associated with the
insurance firm of Palmer & Cay/Carswell, Inc. The Company conducts business
with this firm for its insurance needs. In the fiscal year ended October 3,
1993, the Company purchased services from this firm in the amount of
approximately $1,873,000.
Dale C. Critz, a Director of the Company, is President of Critz, Inc.
The Company conducts business with this firm for some of its automotive needs.
In the fiscal year ended October 3, 1993, the Company purchased products and
services from this firm in the amount of approximately $77,000.
Lee B. Durham, Jr., a Director of the Company, is a partner in the law
firm of Hill Lewis in Detroit, Michigan. His firm is general counsel to
Michigan Sugar Company, which is a wholly-owned subsidiary of the Company.
Robert L. Harrison, a Director of the Company, is President of Stevens
Shipping & Terminal Company in Savannah, Georgia. The Company conducts
business with this firm related to port activities associated with the
importation of raw sugar. In the fiscal year ended October 3, 1993, the
Company purchased services from this firm in the amount of approximately
$1,355,000.
William W. Sprague, III, a Director of the Company, and the President
and Chief Operating Officer of the Company, is the son of William W. Sprague,
Jr., the Chairman of the Board and Chief Executive Officer of the Company.
Arnold Tenenbaum, a Director of the Company, is President of Chatham
Steel Corporation. The Company sells metallic recyclables to and purchases
steel products from this firm. The approximate volume of these transactions in
the fiscal year ended October 3, 1993, was $13,000 and $94,000, respectively.
George Fawcett, a Director of the Company and former Senior Vice
President - Operations, performed consulting work for the Company. In the
fiscal year ended October 3, 1993, the Company purchased services from Mr.
Fawcett in the amount of approximately $50,000.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the fiscal year ended October 3, 1993, the Board of Directors
met six times. No Director attended fewer than 75% of the Board and Committee
meetings.
The Directors are paid a fee of $1,200 for attendance at each meeting
of the Board of Directors and $400 for attendance at each Committee meeting.
Outside Directors are also paid an annual retainer of $12,500.
The Board of Directors has an Executive Committee and three standing
committees -- an Audit Committee, a Compensation Committee, and a Nominating
Committee.
The Executive Committee has the authority of the Board of Directors
between meetings of the Board. The Committee is composed of Messrs. Bradley,
Flegenheimer, Sprague, Jr. (Chairman), Sprague, III, and Tarbutton. It did not
meet in fiscal 1993.
The Audit Committee serves as the communication link between the
Board, as the representative of stockholders, and the independent accountants.
The Company's internal auditors report to this Committee. The Audit Committee
is composed of Messrs. Carswell, Harrison, Tarbutton (Chairman), and
Tenenbaum. It met three times in fiscal 1993.
The Compensation Committee has the responsibility for recommending to
the full Board the compensation
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<PAGE> 21
arrangements for senior management of the Company, and also recommends to the
Board adoption of and/or modification to any compensation plans in which
Officers and Directors are eligible to participate, as well as the benefits
under such plans. The Committee is composed of Messrs. Bradley, Critz,
Gignilliat (Chairman), and Harrison. This Committee met four times during
fiscal 1993.
The Nominating Committee has the responsibility of nominating new
Board members. It is composed of Messrs. Bradley, Carswell (Chairman), and
Tarbutton. It met once in fiscal 1993.
The Audit, Compensation, and Nominating committees are composed of
non-management Directors.
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<PAGE> 22
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has again selected Price Waterhouse to serve as
the Company's independent accountants for the current fiscal year, and proposes
that the stockholders ratify this selection at the Annual Meeting. Price
Waterhouse has served as independent accountants for the Company since 1972.
Price Waterhouse has advised the Company that neither it nor any of its
partners have any direct financial interest or material indirect financial
interest in the Company or its subsidiaries, nor have they had any connection
during the past three years with the Company or its subsidiaries in the
capacity of promoter, underwriter, voting trustee, Director, Officer, or
employee.
Representatives of Price Waterhouse will be present at the 1994 Annual
Meeting with the opportunity to make a statement, if they so desire, and will
be available to respond to appropriate questions. See "Board of Directors and
Committees of the Board" herein as to members of the Audit Committee of the
Board of Directors.
Proxies solicited by Management will be voted "FOR" ratification of
the selection of Price Waterhouse as independent accountants unless
stockholders indicate in their proxies their desire to have their shares voted
"AGAINST" such ratification.
The affirmative vote of the holders of a majority of the shares
present in person or by proxy at the Annual Meeting and entitled to vote is
required to approve the appointment of independent accountants. Abstention and
broker non-votes will have the same effect as a vote against ratification of
the independent accountants.
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<PAGE> 23
ANNUAL REPORT
The Company's annual report for the fiscal year ended October 3, 1993,
including financial statements, was mailed on or about January 12, 1994 to
stockholders of record on December 24, 1993 except those stockholders who have
requested elimination of multiple copies of annual reports to the same address.
1995 ANNUAL MEETING STOCKHOLDER PROPOSALS
A stockholder wishing to present a proposal at the 1995 Annual Meeting
must submit the proposal in writing, addressed to the Secretary, Savannah Foods
& Industries, Inc., Post Office Box 339, Savannah, Georgia 31402, not later
than September 15, 1994, in order for such proposal to be considered for
inclusion in the proxy material and agenda of the 1995 Annual Meeting.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
brought before the Annual Meeting. If matters other than those set forth in
this proxy statement are properly presented at the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote said proxy in
accordance with their best judgment on such other matters.
By Order of the Board of Directors
John M. Tatum
Secretary
Savannah, Georgia
January 12, 1994
18
