<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
Savannah Foods & Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Marie Woodberry
- --------------------------------------------------------------------------------
(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, 1995
Dear Fellow Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of
Stockholders of Savannah Foods to be held on Thursday, February 16, 1995
beginning at 9 a.m. in the Grand Ballroom located on the main lobby floor of
the DeSoto Hilton Hotel, 15 East Liberty Street, Savannah, Georgia. I look
forward to greeting each of you personally.
Please sign, date, and return the enclosed proxy card in the envelope
provided at your earliest convenience. Whether or not you plan to attend and
regardless of the number of shares you own, your vote is important.
If you plan on attending the meeting, you may vote in person if you
wish, even if you have previously returned your proxy.
Sincerely,
<PAGE> 3
SAVANNAH FOODS & INDUSTRIES, INC.
POST OFFICE BOX 339
SAVANNAH, GEORGIA 31402
______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 16, 1995
___________
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of
Savannah Foods & Industries, Inc. will be held on Thursday, February 16, 1995,
starting at 9:00 a.m. Eastern Standard Time in the Grand Ballroom on the main
lobby floor of the DeSoto Hilton Hotel, 15 East Liberty Street, 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 an amendment to the By-laws of the Corporation.
3. To approve the appointment of Price Waterhouse LLP (Price
Waterhouse) as independent accountants for the fiscal year
ending October 1, 1995.
4. 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 23, 1994 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, 1995
<PAGE> 4
SAVANNAH FOODS & INDUSTRIES, INC.
POST OFFICE BOX 339
SAVANNAH, GEORGIA 31402
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 16, 1995
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
1995 Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Thursday, February 16, 1995, starting at 9:00 a.m. Eastern Standard Time, in
the Grand Ballroom on the main lobby floor of the DeSoto Hilton Hotel, 15 East
Liberty Street, 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, 1995.
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, FOR (2) The approval of the
amendment to the By-laws of the Corporation, and FOR (3) The approval of the
appointment of Price Waterhouse as independent accountants for the fiscal year
ending October 1, 1995.
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 $3,500 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 the close of business
on December 23, 1994 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,
1994, there were 26,238,196 shares of Common Stock outstanding; each of which
is entitled to one non-cumulative vote.
1
<PAGE> 5
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of November 30, 1994, 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 Directors and
Executive Officers 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 Corporation (1) 3,980,662 (2) 15.17%
Bass Management Trust
and Related Parties (3) 1,323,400 (4) 5.04%
W. Waldo Bradley 155,284 (5) *
John D. Carswell 68,000 (6) *
R. Eugene Cartledge 2,000 (7) *
Dale C. Critz 2,063 *
Lee B. Durham, Jr. 3,774 *
F. Sprague Exley 146,796 (8) *
George Fawcett 57,728 *
Ernest Flegenheimer 29,580 *
Arthur Gignilliat 1,348 *
Robert L. Harrison 6,810 (9) *
Robert S. Jepson, Jr. 10,000 (7) *
William W. Sprague, Jr. 526,800 (10) 2.01%
William W. Sprague, III 177,900 (11) *
Hugh M. Tarbutton 229,888 (12) *
Arnold Tenenbaum 1,700 (13) *
C. Richard Donnelly 33,391 *
Benjamin A. Oxnard, Jr. 40,587 (14) *
William R. Steinhauer 48,461 (15) *
All Directors and Executive
Officers as a group
(20 individuals) 1,409,635 (16) 5.37%
</TABLE>
* Indicates less than 1.00%
(1) The business address of NationsBank Corporation is:
NationsBank Plaza
Charlotte, North Carolina 28255
(2) Such shares are held for various fiduciary, investment and custodian
accounts in which NationsBank Corporation has no beneficial interest.
The number of shares held by NationsBank with voting or investment
power is as follows: sole voting power - 1,007,675; shared voting
power - 2,727,922; sole investment power - 223,076; and shared
investment power - 3,670,110.
2
<PAGE> 6
(3) 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
(4) 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.
(5) 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.
(6) 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.
(7) Mr. Jepson and Mr. Cartledge were appointed to the Board of Directors
effective January 1, 1995.
(8) 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.
(9) Includes 1,780 shares owned by his wife, in which Mr. Harrison
disclaims any beneficial ownership.
(10) 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.
(11) Includes 157,000 shares held in trust, of which Mr. Sprague is a
trustee and a beneficiary. Also includes 3,052 shares owned by his
wife and 8,949 shares owned by his children, in which Mr. Sprague
disclaims any beneficial ownership.
(12) Includes 27,392 shares held by his wife as custodian for their
children, in which Mr. Tarbutton disclaims any beneficial ownership.
(13) Includes 1,100 shares held by his wife as custodian for their
children, in which Mr. Tenenbaum disclaims any beneficial ownership.
(14) Includes 825 shares owned by his wife in which Mr. Oxnard disclaims
any beneficial ownership.
(15) 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.
(16) 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> 7
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 1998, 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, 1994 other than information relating to Mr. William W. Sprague, Jr. and Mr.
George Fawcett both of whom retired from the Board of Directors effective
December 31, 1994 pursuant to the mandatory retirement provision in the
Company's By-laws. As a result of these retirements, the Board, at its
December 1994 meeting, elected Mr. Robert S. Jepson, Jr. and Mr. R. Eugene
Cartledge to serve the remaining portions of the present terms which expire in
1995 and 1997, respectively, and elected Mr. William W. Sprague, III to the
position of Chief Executive Officer.
4
<PAGE> 8
DIRECTORS WHO ARE NOMINEES FOR ELECTION FOR A TERM OF THREE YEARS
<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: 62 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 Executive Officer of Savannah Electric and Power
appears in the Officer, Company. He serves on the Board of Directors of
paper format Savannah Electric and Power NationsBank of Georgia, N.A., Savannah, Georgia and
version of Company Savannah Electric and Power Company, and is a member of
this document Age: 62 the Metropolitan Atlanta Olympic Games Authority and the
Director since: 1988 Governor's Development Council.
Present term expires: 1995
Member: Compensation Committee
(Chairman)
A photograph ROBERT S. JEPSON, JR. Mr. Robert S. Jepson, Jr., is Chairman of the Board and
of Mr. Jepson Chairman and Chief Executive Chief Executive Officer of Kuhlman Corporation,
appears in the Officer, Savannah, Georgia. Mr. Jepson is also Chairman and
paper format Kuhlman Corporation Chief Executive Officer of Jepson Associates, Inc. of
version of Age: 52 Savannah, Georgia, and of Jepson Vineyards Ltd. of
this document Director since: 1995 Ukiah, California. He serves on the Board of The
Present term expires: 1995 Washington Water Power Company of Spokane, Washington,
and that of its subsidiary, Pentzer Corporation, also in
Spokane. In addition, he is a Director of Schwitzer
Inc. of Asheville, North Carolina, and is Vice Rector
and a Trustee of the University of Richmond in Virginia.
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: 58 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>
5
<PAGE> 9
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
appears in the Bradley Plywood Corporation distributor of building materials. He also serves as a
paper format Age: 60 Director of First Union Corporation, Charlotte, North
version of Director since: 1979 Carolina, and Atlanta Gas 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
of Mr. Carswell Associated with Sedgwick business all of his business life. He was associated
appears in the James, Inc. with Palmer & Cay/Carswell, Inc. until December 1, 1993
paper format Age: 63 and joined Sedgwick James, Inc. on April 1, 1994.
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
of Mr. Exley Vice President - Distribution, 1965, is Vice President - Distribution, and President of
appears in the Savannah Foods & Industries, Inc. Food Carrier, Inc., a wholly-owned subsidiary of the
paper format Age: 55 Company. He also serves as an Officer and a Director of
version of Director since: 1976 several of the Company's other subsidiaries, is on the
this document Present term expires: 1996 Community Advisory Board of NationsBank 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 Executive Executive Officer of Savannah Foods & Industries, Inc.,
appears in the Officer, since January 1, 1995. He served as President and Chief
paper format Savannah Foods & Industries, Inc. Operating Officer since 1993. He began his career with
version of Age: 38 the Company in 1983, and his previous position was Vice
this document Director since: 1990 President - Sales. He also serves as an Officer and a
Present term expires: 1996 Director of several of the Company's subsidiaries.
Member: Executive Committee
(Chairman)
A photograph HUGH M. TARBUTTON Mr. Hugh M. Tarbutton is President of Sandersville
of Mr. Tarbutton President, Railroad Company, Sandersville, Georgia. He is also a
appears in the Sandersville Railroad Company Director of NationsBank of Georgia, N.A.
paper format Age: 62
version of Director since: 1971
this document Present term expires: 1996
Member: Executive and Nominating
Committees, and Audit Committee
(Chairman)
</TABLE>
6
<PAGE> 10
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997
<TABLE>
<S> <C> <C>
A photograph R. EUGENE CARTLEDGE Mr. R. Eugene Cartledge retired as Chairman and Chief
of Mr. Cartledge Director, Executive Officer of Union Camp Corporation in June
appears in the Union Camp Corporation 1994, a position he had held since 1986. He has been a
paper format Age: 65 member of the Union Camp Board of Directors since 1983
version of Director since: 1995 and continues to serve in that capacity. He is also a
this document Present term expires: 1997 Director of NationsBank Corporation, The Sun Company,
Delta Air Lines, Inc. and Blount, Inc.
A photograph LEE B. DURHAM, JR. Mr. Lee B. Durham, Jr., is a shareholder in the law firm
of Mr. Durham Attorney of Hill Lewis P.C., Detroit, Michigan and has been a
appears in the Hill Lewis P.C. practicing attorney for more than 30 years. His firm is
paper format Age: 64 general counsel to Michigan Sugar Company, a wholly-
version of Director since: 1985 owned subsidiary of the Company. He is also a Director
this document Present term expires: 1997 of Michigan Sugar Company and has been Secretary of that
company since 1976.
A photograph ERNEST FLEGENHEIMER Mr. Ernest Flegenheimer was President of Michigan Sugar
of Mr. Flegenheimer President and Chief Executive Company from 1963 until his retirement on December 31,
appears in the Officer, 1993, and has been active in the beet sugar industry for
paper format Michigan Sugar Company -- Retired more than 39 years. He was also President of Great
version of as of December 31, 1993 Lakes Sugar Company, a subsidiary of Michigan Sugar
this document Age: 67 Company, and Senior Vice President of the Company. He
Director since: 1984 continues to serve as a Director of Michigan Sugar
Present term expires: 1997 Company and several of the Company's other subsidiaries.
Member: Executive Committee He is a Director of Second National Bank of 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
appears in the Stevens Shipping & Terminal Co. steamship agency and stevedoring services in South
paper format Age: 54 Atlantic port areas. He is also an Advisory Director of
version of Director since: 1990 NationsBank of Georgia, N.A., Savannah, Georgia; a Vice
this document Present term expires: 1997 President and a Director of Fairway Terminal Corporation
Member: Audit and Compensation of Texas; and a Director of Gulf Services, Inc. of
Committees Louisiana.
</TABLE>
7
<PAGE> 11
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>
C. Richard Donnelly Mr. Donnelly, age 56, first joined the Company in 1966,
Senior Vice President and was elected to his present office as of January 1,
President - Combined Cane Operations 1995. Prior to that he served as Senior Vice
President -Operations, Group Vice President - Cane
Operations and as Vice President - Sales. He also
serves as an Officer and Director of several of the
Company's subsidiaries.
James M. Kelley Mr. Kelley, age 51, first joined the Company in 1973,
Senior Vice President and was elected to his present office as of January 1,
President - Dixie CrystalsR Brands 1995. Prior to that he served as President - Dixie
Crystals Foodservice, Inc. and as Assistant Vice
President - Foodservice Division. He also serves as an
Officer and Director of several of the Company's
subsidiaries.
William R. Steinhauer Mr. Steinhauer, age 53, first joined the Company in
Senior Vice President - 1977, and was elected to his present office in 1993.
Finance and Administration, Prior to that he served as Vice President - Finance. He
and Assistant Secretary also serves as an Officer and Director of several of the
Company's subsidiaries.
Benjamin A. Oxnard, Jr. Mr. Oxnard, age 60, first joined the Company in 1983 as
Vice President - Raw Sugar Vice President - Raw Sugar. He also serves as an
Officer of several of the Company's subsidiaries.
David H. Roche Mr. Roche, age 47, first joined Michigan Sugar Company
Vice President in 1976, and assumed his present office in 1994. Prior
President and Chief Operating to that he served Michigan Sugar Company as Executive
Officer - Michigan Sugar Company Vice President and as Vice President - Administration.
</TABLE>
8
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and cash-equivalent
remuneration, and 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 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(1) YEAR(2) ($) ($) ($)(3) ($) ($) ($) ($)(4)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. W. SPRAGUE, JR. 1993-94 600,000 0 0 0 0 0 99,567
CHAIRMAN OF THE BOARD & 1993 450,000 0 0 0 0 0 72,944
CHIEF EXECUTIVE OFFICER 1992 600,000 81,750 0 0 0 0 98,389
1991 600,000 450,000 0 0 0 0 86,741
W. W. SPRAGUE, III 1993-94 228,750 0 0 0 0 0 14,128
PRESIDENT AND CHIEF 1993 157,500 0 0 0 0 0 11,670
OPERATING OFFICER
C. RICHARD DONNELLY 1993-94 202,562 0 0 0 0 0 14,081
SENIOR VICE PRESIDENT- 1993 146,438 0 0 0 0 0 11,679
OPERATIONS 1992 177,501 19,348 0 0 0 0 12,953
1991 162,500 85,313 0 0 0 0 18,561
W. R. STEINHAUER 1993-94 183,350 0 0 0 0 0 4,290
SENIOR VICE PRESIDENT- 1993 134,475 0 0 0 0 0 7,123
FINANCE & ADMINISTRATION 1992 164,277 17,906 0 0 0 0 7,296
1991 157,500 82,688 0 0 0 0 17,515
B. A. OXNARD, JR. 1993-94 172,674 0 0 0 0 0 21,790
VICE PRESIDENT- 1993 126,525 0 0 0 0 0 16,415
RAW SUGAR 1992 164,277 15,668 0 0 0 0 20,373
1991 157,500 82,688 0 0 0 0 26,211
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The principal position listed represents the principal position the
Executive Officer held during fiscal 1994.
(2) Due to the Company's change in fiscal year, the 1993-94 amounts
reflect compensation during the fiscal year ended October 2, 1994, the
1993 amounts reflect compensation earned during the nine-month period
from January 1993 through September 1993, and the 1992 and 1991
amounts reflect compensation earned during the 1992 and 1991 fiscal
years, respectively.
(3) "Perquisites" do not exceed $50,000 or 10% of total salary and bonus.
(4) "All Other Compensation" for 1993-94 includes: (i) above market
earnings accrued on deferred compensation (Mr. Sprague, Jr. -
$79,704; Mr. Sprague, III - $793; Mr. Donnelly - $10,378; Mr.
Steinhauer - $3,431; Mr. Oxnard - $18,563), (ii) Director fees (Mr.
Sprague, Jr. - $9,600; Mr. Sprague, III - $9,600), (iii) amounts
contributed to defined contribution retirement plans (Mr. Sprague, Jr.
- $3,380; Mr. Sprague, III - $3,357; Mr. Donnelly - $3,137; Mr.
Steinhauer - $859; Mr. Oxnard - $751), and (iv) amounts accrued as
contributions to non-qualified retirement plans (Mr. Sprague, Jr. -
$6,883; Mr. Sprague, III - $378; Mr. Donnelly - $566; Mr. Steinhauer -
$0; Mr. Oxnard - $2,476). In accordance with applicable requirements,
this detailed information is not included for years prior to 1993-94.
9
<PAGE> 13
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. The following table shows the estimated annual pension benefits
payable to participants upon normal retirement from the Company's pension plan
in specified remuneration classes and years of credited service:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------------------------------
Remuneration 10 15 20 25 30 35 & ABOVE
<S> <C> <C> <C> <C> <C> <C>
$125,000 $23,200 $34,800 $46,400 $57,900 $69,500 $69,500
$150,000 & ABOVE 28,200 42,300 56,400 70,400 84,500 84,500
</TABLE>
Covered compensation is defined as base salary, as presented under the
Salary column in the Summary Compensation Table, however, it is subject to
Internal Revenue Code limits. The amounts set forth in the table are
calculated on a single straight life annuity basis payable at age 65 and are
offset by an allowance for Social Security. The estimated credited years of
service for each of the named Executive Officers is: W. W. Sprague, Jr.: 42;
W. W. Sprague, III: 11; C. Richard Donnelly: 28; W. R. Steinhauer: 17; and
B. A. Oxnard, Jr.: 11.
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,
using current average earnings, 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.: $376,236; W. W. Sprague,
III: $100,166; C. Richard Donnelly: $109,114; W. R. Steinhauer: $99,198; and
B.A. Oxnard, Jr.: $95,187.
EMPLOYMENT CONTRACTS
The Company considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its stockholders. Thus, the Company has entered into
contracts with all Corporate Officers to reduce the risk of their departure or
distraction 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 average
annual taxable compensation for the past five years.
In the event of a change of control which would trigger the lump sum
payment provisions of these contracts in fiscal 1995, the cost to the Company
for the five Executive Officers listed in the Summary Compensation Table above
would be $2,135,975.
Mr. William W. Sprague, Jr.'s employment contract expired on December
31, 1994, at which time he retired from the Company. Thus, the amount
presented above does not include any amount for Mr. Sprague, Jr.
10
<PAGE> 14
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. 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 0% of total compensation of the five named Executive
Officers in fiscal 1994, 1% for 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 several compensation surveys in which the Company
participates. The Company's salary levels are compared to the same positions
in companies with similar sales amounts from a wide variety of industries, with
emphasis placed upon companies in the food and kindred products standard
industrial classification code. The average base salary for these positions
approximates the average market data obtained in the surveys. Four of the 17
companies in the peer group index on page 13 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 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. Changes to
base salary of all Corporate Officers are recommended by the CEO to this
11
<PAGE> 15
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, 1993 and 1994. 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. In fact, the
five most highly compensated officers recommended and accepted a 2% decrease in
base pay effective October 1, 1994 in recognition of the lower level of
corporate earnings.
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:
Arthur M. Gignilliat, Jr. (Chairman) Dale C. Critz
W. Waldo Bradley Robert L. Harrison
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1994, the four persons listed above, Messrs. Gignilliat,
Bradley, Critz 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. 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 2, 1994, the Company purchased services from this firm in the
amount of approximately $1,276,000.
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 10% of its
Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. The Company believes that during the
preceding fiscal year, its Officers and Directors have complied with all
Section 16 filings with the exception of the following: i) C. Richard Donnelly
made one late filing relating to three transactions, this filing was made
twelve days late, ii) James M. Kelley made one late filing relating to one
transaction, iii) George Fawcett made three late filings of three dividend
reinvestments totaling 246 shares, iv) William W. Sprague, III made four late
filings of four dividend reinvestments totaling 50 shares, and v) Otto
Hohnerlein, Jr. filed his initial report of ownership late.
12
<PAGE> 16
PERFORMANCE GRAPH
A graph depicting the information in the table below
is displayed on page 13 of this Proxy.
This graph appears in the paper format version of the document
and not in this electronic filing.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Savannah Foods 100.00 91.50 62.03 59.68 65.26 50.40
S&P 500 100.00 96.45 123.06 135.88 146.89 151.58
Peer Group (Old) 100.00 88.49 102.60 101.98 100.08 98.08
Peer Group (New) 100.00 95.91 113.01 117.72 111.10 116.73
</TABLE>
The data presented above assumes $100 was invested on December 31,
1989, at the closing price in Savannah Foods & Industries, Inc. Common
Stock, the S&P 500 Index, and the two peer group indexes and that all
dividends were reinvested.
The Company has changed the composition of its peer group index to
present information which it believes is more useful to investors.
The old peer group index is comprised of companies in the bakery
(2050), dairy (2020), and sugar and confectionery products (2060)
standard industrial classification codes which are traded on the New
York or American Stock Exchanges. This group includes companies with
a wide range of market capitalizations. Because of this, and because
the index is market capitalization weighted, one company represents
50% of the index, and combined with two other companies represents 78%
of the index. The new peer group is a combination of (i) the S&P 400
MidCap Food and Beverages Index, which includes the Company, and (ii)
all other companies in the 2060 sugar and confectionery products
standard industrial classification code of which sugar represents the
sole or a large portion of their business.
The Company will provide the identity of all the component companies
of both the old and the new peer groups to investors upon written
request to the Vice President - Administration, Savannah Foods &
Industries, Inc., P.O. Box 339, Savannah, Georgia 31402-0339, or by
calling the Company at (912) 234-1261.
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 period ended October 3, 1993. As a result, the above graph
reflects, for 1993, the investment return for nine months from January
3, 1993 to October 3, 1993. All other periods presented represent
twelve months.
13
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
John D. Carswell, a Director of the Company, was formerly associated
with the insurance firm of Palmer & Cay/Carswell, Inc. during fiscal 1994.
The Company conducts business with this firm for its insurance needs. In the
fiscal year ended October 2, 1994, the Company purchased services from this
firm in the amount of approximately $1,533,000.
R. Eugene Cartledge, a Director of the Company, retired as Chairman
and Chief Executive Officer of Union Camp Corporation in June 1994. The
Company purchases paper products from this firm. In the fiscal year ended
October 2, 1994, the Company purchased goods from this firm in the amount of
$4,979,000.
Lee B. Durham, Jr., a Director of the Company, is a shareholder in the
law firm of Hill Lewis, P.C., 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 2, 1994, the
Company purchased services from this firm in the amount of approximately
$1,276,000.
William W. Sprague, III, a Director of the Company, and the President
and Chief Executive Officer of the Company, is the son of William W. Sprague,
Jr., the former Chairman of the Board and Chief Executive Officer of the
Company who retired from the Company as of December 31, 1994.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the fiscal year ended October 2, 1994, the Board of Directors
met eight 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,
except that if a Committee meeting is held on the day of a Board meeting, the
members of the Committee are not paid extra for the 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, III (Chairman), and Tarbutton. It met twice during
fiscal 1994.
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 Committee is
composed of Messrs. Carswell, Harrison, Tarbutton (Chairman), and Tenenbaum.
It met three times during fiscal 1994.
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. The Committee is
composed of Messrs. Bradley, Critz, Gignilliat (Chairman), and Harrison. It
met four times during fiscal 1994.
The Nominating Committee has the responsibility of nominating new
Board members and will consider qualified nominees for director recommended by
stockholders. Recommendations should be sent to the Chairman of the Nominating
Committee, in care of the Secretary of the Company. The Committee is composed
of Messrs. Bradley, Carswell (Chairman), and Tarbutton. It met twice in fiscal
1994.
The Audit, Compensation, and Nominating committees are composed of
non-management Directors.
14
<PAGE> 18
AMENDMENT TO THE BY-LAWS OF THE CORPORATION
Article III, Section 2 of the By-laws presently provides that the
number of Directors shall be between three and thirteen. At the Board of
Directors meeting held on December 14, 1994, a motion was passed to recommend
that the By-laws be amended to increase the maximum number of Directors to
fifteen. Article III, Section 2 presently reads in pertinent part:
The number of Directors shall not be less than three nor more than
thirteen . . . .
THE FOLLOWING RESOLUTION WILL BE PROPOSED AT THE MEETING, AND PROXIES
RETURNED BY STOCKHOLDERS WILL BE VOTED "FOR" THE RESOLUTION AMENDING THE
BY-LAWS UNLESS OTHERWISE DIRECTED ON THE PROXY:
RESOLVED: that Article III, Section 2 of the By-laws be amended to
increase the maximum number of Directors to fifteen so that as amended the
first clause of the first sentence of Article III, Section 2 shall read as
follows:
The number of Directors shall not be less than three nor more than
fifteen as fixed from time to time by resolution of the Board of
Directors . . . .
The purpose of this proposal is to enable the Board to access
additional expertise.
The affirmative vote of the holders of seventy-five percent of the
outstanding stock of this Corporation entitled to vote thereon is required to
approve this amendment. Abstention and broker non-votes will have the same
effect as a vote against the approval of this amendment.
If the proposed amendment is adopted, the Nominating Committee intends
to recommend that the Board of Directors adopt a resolution fixing the number
of Directors at fifteen.
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 1995 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 RETURNED BY STOCKHOLDERS 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.
15
<PAGE> 19
ANNUAL REPORT
The Company's annual report for the fiscal year ended October 2, 1994,
including financial statements, was mailed on or about January 12, 1995 to
stockholders of record on December 23, 1994 except those stockholders who have
requested elimination of multiple copies of annual reports to the same address.
1996 ANNUAL MEETING STOCKHOLDER PROPOSALS
A stockholder wishing to present a proposal at the 1996 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 14, 1995, in order for such proposal to be considered for
inclusion in the proxy material and agenda of the 1996 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, 1995
16
<PAGE> 20
SAVANNAH FOOD & INDUSTRIES, INC.
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of a Notice of Meeting and Proxy Statement
dated January 12, 1995, and hereby appoints William W. Sprague, III, C. Richard
Donnelly, and W.R. Steinhauer, and each or any of them with power of
substitution, attorneys and proxies, with powers the undersigned would possess
if personally present, to appear and vote all stock of the undersigned in
Savannah Foods & Industries, Inc., at the Annual Meeting of Stockholders to be
held February 16, 1995, 9:00 a.m., in the Grand Ballroom on the main lobby floor
of the DeSoto Hilton Hotel, 15 East Liberty Street, Savannah, Georgia, and at
any adjournment or postponement thereof.
<TABLE>
1) ELECTION OF DIRECTORS: (For Three-years Terms Expiring in 1998)
<S> <C>
[ ] FOR ALL NOMINEES listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below). for all nominees listed below.
Dale C. Critz, Arthur M. Gignilliat, Jr., Robert S. Jepson, Jr., Arnold Tenenbaum
INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided.
- ---------------------------------------------------------------------------------------------------------------------------
2) APPROVAL OF THE AMENDMENT TO THE BY-LAWS of the Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3) APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE LLP as independent accountants for the fiscal year ending
October 1, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) THE TRANSACTION OF SUCH OTHER BUSINESS as may properly come before the Annual Meeting.
</TABLE>
(Continued and to be signed and dated on the reverse side)
<PAGE> 21
(continued from the other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES FOR DIRECTORS (ITEM 1), "FOR" THE APPROVAL OF THE
AMENDMENT TO THE BY-LAWS (ITEM 2), AND "FOR" THE APPROVAL OF PRICE WATERHOUSE
LLP (ITEM 3).
--------------------------------------------------
(Please sign exactly as your name appears hereon
and return promptly in the enclosed envelope.)
Date:________________________________________,1995
