<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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Savannah Foods & Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Marie E. Woodberry
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
SAVANNAH FOODS & INDUSTRIES, INC.
P. O. BOX 339
SAVANNAH, GEORGIA 31402-0339
WILLIAM W. SPRAGUE III TELEPHONE (912) 234-1261
PRESIDENT AND FAX (912) 232-3469
CHIEF EXECUTIVE OFFICER
January 11, 1996
Dear Fellow Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of
Stockholders of Savannah Foods to be held on Thursday, February 15, 1996
beginning at 9:00 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,
/s/ William W. Sprague III
--------------------------
William W. Sprague III
<PAGE> 3
SAVANNAH FOODS & INDUSTRIES, INC.
POST OFFICE BOX 339
SAVANNAH, GEORGIA 31402
______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 15, 1996
______________
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders of
Savannah Foods & Industries, Inc. will be held on Thursday, February 15, 1996,
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 five 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 LLP (Price
Waterhouse) as independent accountants for the fiscal year
ending September 29, 1996.
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 22, 1995 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 11, 1996
<PAGE> 4
SAVANNAH FOODS & INDUSTRIES, INC.
POST OFFICE BOX 339
SAVANNAH, GEORGIA 31402
______________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 15, 1996
______________
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 1996 Annual
Meeting of Stockholders (the "Annual Meeting") to be held on Thursday, February
15, 1996, 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 11, 1996.
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 September 29, 1996.
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 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 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 22, 1995 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,
1995, 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, 1995, 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) 3,931,728 (2) 14.98%
Archer-Daniels-Midland
Company (3) 1,661,900 (4) 6.33%
Bass Management Trust
and Related Parties (5) 1,323,400 (6) 5.04%
W. Waldo Bradley 155,284 (7) *
John D. Carswell 66,000 (8) *
R. Eugene Cartledge 2,000 *
Dale C. Critz 5,091 *
Lee B. Durham, Jr. 3,873 *
F. Sprague Exley 149,034 (9) *
Ernest Flegenheimer 16,602 *
Arthur Gignilliat 1,369 *
Robert L. Harrison 32,810 (10) *
Robert S. Jepson, Jr. 20,000 *
William W. Sprague, III 178,317 (11) *
Hugh M. Tarbutton 229,888 (12) *
Arnold Tenenbaum 1,700 (13) *
C. Richard Donnelly 36,184 *
James M. Kelley 23,024 *
David H. Roche 2,972 *
William R. Steinhauer 28,782 (14) *
All Directors and Executive
Officers as a group
(19 individuals) 976,335 (15) 3.72%
* Indicates less than 1.00%
</TABLE>
(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 - 716,364; shared voting power -
2,495,156; sole investment power - 204,526; and shared
investment power - 3,193,964.
2
<PAGE> 6
(3) The business address of Archer-Daniels-Midland Company is:
4666 Faries Parkway
P. O. Box 1470
Decatur, Illinois 62525
(4) Information is based on a Schedule 13D filed by Archer-Daniels-Midland
Company, dated May 17, 1995 and amended on September 1, 1995,
disclosing voting and investment power held by such person with
respect to shares of Common Stock.
(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 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 26,000 shares in which Mr. Carswell
has no investment or voting power and in which he disclaims
any beneficial ownership: 13,000 shares in an irrevocable
trust for his wife and grandchildren, and 13,000 shares in
an irrevocable 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. Also includes
the 26,000 shares disclosed under Mr. Carswell above. Mr.
Harrison is a trustee with investment and voting power for
the irrevocable trusts, but disclaims any beneficial
ownership in those shares.
(11) 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 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 1,848 shares owned by his wife and 800 shares held
in trust for his children in which Mr. Steinhauer disclaims
any beneficial ownership.
(15) Amount is adjusted for the 26,000 shares held in trust and
included under both Mr. Carswell and Mr. Harrison above.
3
<PAGE> 7
ELECTION OF DIRECTORS
Five Directors have been nominated by the Board of Directors for
election at this meeting. The five nominees proposed for election for
three-year terms are offered for election to hold office until the Annual
Meeting in 1999, 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 outstanding
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, 1995 other than information relating to Mr. Ernest
Flegenheimer who retired from the Board of Directors effective December
31, 1995 pursuant to the mandatory retirement provision in the Company's
By-laws. The Board, at its December 1995 meeting, resolved to reduce the
number of members of the Board from thirteen to twelve until further
resolution of the board.
4
<PAGE> 8
DIRECTORS WHO ARE NOMINEES FOR ELECTION FOR A TERM OF THREE YEARS
<TABLE>
<S> <C> <C>
A photograph W. WALDO BRADLEY Mr. W. Waldo Bradley is Chairman of the Board
of Mr. Bradley Chairman, of Bradley Plywood Corporation, Savannah,
appears in the Bradley Plywood Corporation Georgia, a wholesale distributor of building
paper format Age: 61 materials. He also serves as a Director of
version of Director since: 1979 First Union Corporation, Charlotte, North
this document Present term expires: 1996 Carolina, and Atlanta Gas Light Company.
Member: Compensation,
Executive, and Nominating
Committees
A photograph JOHN D. CARSWELL Mr. John D. Carswell has been in the general
of Mr. Carswell Associated with Sedgwick insurance business all of his business life.
appears in the James, Inc. He was associated with Palmer & Cay/Carswell,
paper format Age: 64 Inc. until December 1, 1993 and joined
version of Director since: 1985 Sedgwick James, Inc. on April 1, 1994.
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
of Mr. Exley Senior Vice President - Human Company in 1965, is Senior Vice President -
appears in the Resources and Administration and Human Resources and Administration and
paper format Assistant Secretary, Assistant Secretary, and President of Food
version of Savannah Foods & Industries, Inc. Carrier, Inc., a wholly-owned subsidiary of
this document Age: 56 the Company. He was elected to his current
Director since: 1976 position on October 20, 1995. Prior to that
Present term expires: 1996 he served as Vice President - Distribution of
the Company. He also serves as an Officer
and a Director of several of the Company's
other subsidiaries, is on the 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
of Mr. Sprague President and Chief Executive President and Chief Executive Officer of
appears in the Officer, Savannah Foods & Industries, Inc. since
paper format Savannah Foods & Industries, Inc. January 1, 1995. He served as President
version of Age: 39 and Chief Operating Officer since 1993.
this document Director since: 1990 He began his career with the Company in
Present term expires: 1996 1983, and his previous position was Vice
Member: Executive Committee President - Sales. He also serves as an
(Chairman) Officer and a Director of several of the
Company's subsidiaries.
A photograph HUGH M. TARBUTTON Mr. Hugh M. Tarbutton is President of
of Mr. Tarbutton President, Sandersville Railroad Company,
appears in the Sandersville Railroad Company Sandersville, Georgia. He is also a
paper format Age: 63 Director of NationsBank of Georgia, N.A.
version of Director since: 1971
this document Present term expires: 1996
Member: Executive and Nominating
Committees, and Audit Committee
(Chairman)
</TABLE>
5
<PAGE> 9
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997
<TABLE>
<S> <C> <C>
A photograph R. EUGENE CARTLEDGE Mr. Eugene Cartledge retired as Chairman and
of Mr. Cartledge Director, Chief Executive Officer of Union Camp
appears in the Union Camp Corporation Corporation in June 1994, a position he had
paper format Age: 66 held since 1986. He has been a member of the
version of Director since: 1995 Union Camp Board of Directors since 1983 and
this document Present term expires: 1997 continues to serve in that capacity. He is
Member: Compensation also a Director of The Sun Company, Delta Air
Committee Lines, Inc., Blount, Inc. and Chase Brass
Industries.
A photograph LEE B. DURHAM, JR. Mr. Lee B. Durham, Jr. is a shareholder in
of Mr. Durham Attorney, the law firm of Hill Lewis P.C., Detroit,
appears in the Hill Lewis P.C. Michigan and has been a practicing attorney
paper format Age: 65 for more than 30 years. His firm is general
version of Director since: 1985 counsel to Michigan Sugar Company, a wholly-
this document Present term expires: 1997 owned subsidiary of the Company. He is also
a Director of Michigan Sugar Company and has
been Secretary of that company since 1976.
A photograph ROBERT L. HARRISON Mr. Robert L. Harrison is President of
of Mr. Harrison President, Stevens Shipping & Terminal Co., Savannah,
appears in the Stevens Shipping & Terminal Co. Georgia. Stevens conducts steamship agency
paper format Age: 55 and stevedoring services in South Atlantic
version of Director since: 1990 port areas. He is also an Advisory Director
this document Present term expires: 1997 of NationsBank of Georgia, N.A., Savannah,
Member: Audit and Compensation Georgia; Chairman and a Director of Fairway
Committees Terminal Corporation of Texas; and a Director
of Gulf Services, Inc. of Louisiana.
</TABLE>
6
<PAGE> 10
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1998
<TABLE>
<S> <C> <C>
A photograph DALE C. CRITZ Mr. Dale C. Critz is owner and President of
of Mr. Critz President, Critz, Inc., a retail automobile dealership.
appears in the Critz, Inc. He has served on the Board of Directors of
paper format Age: 63 SunTrust Bank, Savannah, N.A. since 1963 and
version of Director since: 1993 was appointed Chairman of the Board in 1992.
this document Present term expires: 1998 He is a Trustee of the Georgia Automobile
Member: Compensation Committee Dealers Association Workers Compensation
Fund.
A photograph ARTHUR M. GIGNILLIAT, JR. Mr. Arthur M. Gignilliat, Jr. is President
of Mr. Gignilliat President and Chief Executive and Chief Executive Officer of Savannah
appears in the Officer, Electric and Power Company. He serves on the
paper format Savannah Electric and Power Board of Directors of NationsBank of Georgia,
version of Company N.A., Savannah, Georgia and Savannah Electric
this document Age: 63 and Power Company; is a member of the
Director since: 1988 Metropolitan Atlanta Olympic Games Authority
Present term expires: 1998 and the Governor's Development Council, and
Member: Compensation Committee is Chairman of the Georgia International and
(Chairman) Maritime Trade Center Authority.
A photograph ROBERT S. JEPSON, JR. Mr. Robert S. Jepson, Jr. is Chairman of the
of Mr. Jepson Chairman and Chief Executive Board and Chief Executive Officer of Kuhlman
appears in the Officer, Corporation, Savannah, Georgia. Mr. Jepson
paper format Kuhlman Corporation is also Chairman and Chief Executive Officer
version of Age: 53 of Jepson Associates, Inc. of Savannah,
this document Director since: 1995 Georgia, and of Jepson Vineyards Ltd. of
Present term expires: 1998 Ukiah, California. He serves on the Board of
Member: Audit Committee The Washington Water Power Company of
Spokane, Washington, and that of its
subsidiary, Pentzer Corporation, also in
Spokane. In addition, he is Vice Rector and
a Trustee of the University of Richmond in
Virginia.
A photograph ARNOLD TENENBAUM Mr. Arnold Tenenbaum is President of Chatham
of Mr. Tenenbaum President, Steel Corporation. Chatham Steel is a
appears in the Chatham Steel Corporation wholesale distributor of metal products. It
paper format Age: 59 has branches in five states. Mr. Tenenbaum
version of Director since: 1989 is on the Board of Directors of First Union
this document Present term expires: 1998 Bank of Savannah, First Union Bank of
Member: Audit Committee Georgia, Savannah Electric and Power
Company, and the Georgia Lottery
Corporation.
</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 57, first joined the
Senior Vice President Company in 1966, and was elected to his
President - Savannah Foods Industrial, Inc. present office as of January 1, 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 52, first joined the
Senior Vice President Company in 1973, and was elected to his
President - Dixie Crystals(R) Brands, Inc. present office as of January 1, 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.
Gregory H. Smith Mr. Smith, age 46, first joined the
Senior Vice President Company in 1978, and was elected to his
Chief Financial Officer and Treasurer present office as of October 20, 1995.
Prior to that he served as Vice
President - Finance and Treasurer, Vice
President - Corporate Development and
Chief Information Officer, and Corporate
Controller. He also serves as an
Officer and Director of several of the
Company's subsidiaries.
Benjamin A. Oxnard, Jr. Mr. Oxnard, age 61, first joined the
Vice President - Raw Sugar Company in 1983 as Vice President - Raw
Sugar. He also serves as an Officer of
several of the Company's subsidiaries.
David H. Roche Mr. Roche, age 48, first joined Michigan
Vice President Sugar Company in 1976, and assumed his
President and Chief Operating present office in 1994. Prior to that
Officer - Michigan Sugar Company he served Michigan Sugar Company as
Executive Vice President and as Vice
President - Administration.
</TABLE>
8
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned
by, or paid to each person who served as the Company's Chief Executive
Officer during its most recent fiscal year and of its four other most
highly compensated Executive Officers during such year:
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------
Other
Name Annual Restricted All Other
and Compen- Stock Options/ LTIP Compen-
Principal Fiscal Salary Bonus sation Awards SARs Payouts sation
Position Year(1)(2) ($) ($) ($)(3) ($) ($) ($) ($)(4)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. W. Sprague, Jr. (5) 1995 147,997 0 0 0 0 0 105,644
Retired Chairman of 1994 600,000 0 0 0 0 0 99,567
the Board & Chief 1993 (9 mos) 450,000 0 0 0 0 0 72,944
Executive Officer 1992 600,000 81,750 0 0 0 0 98,389
W. W. Sprague, III 1995 362,460 0 0 0 0 0 13,131
President & Chief 1994 228,750 0 0 0 0 0 14,128
Executive Officer 1993 (9 mos) 157,500 0 0 0 0 0 11,670
1992 114,583 12,490 0 0 0 0 13,475
C. Richard Donnelly 1995 238,062 0 0 0 0 0 16,409
Senior Vice President 1994 202,562 0 0 0 0 0 14,081
President - Savannah 1993 (9 mos) 146,438 0 0 0 0 0 11,679
Foods Industrial, Inc. 1992 177,501 19,348 0 0 0 0 12,953
James M. Kelley 1995 209,396 0 0 0 0 0 6,809
Senior Vice President 1994 172,499 0 0 0 0 0 9,454
President - Dixie 1993 (9 mos) 110,933 0 0 0 0 0 9,385
Crystals Brands, Inc. 1992 136,500 11,159 0 0 0 0 10,280
David H. Roche 1995 192,496 3,400 0 0 0 0 4,073
Vice President 1994 158,700 0 0 0 0 0 5,334
President and Chief
Operating Officer -
Michigan Sugar Company
William R. Steinhauer 1995 191,806 0 0 0 0 0 7,384
Senior Vice President - 1994 183,350 0 0 0 0 0 4,290
Finance and 1993 (9 mos) 134,475 0 0 0 0 0 7,123
Administration 1992 164,277 17,906 0 0 0 0 7,296
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Due to the Company's change in fiscal year, the 1993 amounts
reflect compensation earned during the nine-month period from
January 1993 through September 1993. All other periods
presented represent twelve-month periods.
(2) Information is only presented for the years in which the
individual served as an Executive Officer of the Company.
(3) "Perquisites" do not exceed $50,000 or 10% of total salary and
bonus.
(4) "All Other Compensation" for fiscal 1995 includes: (1) above
market earnings accrued on deferred compensation (Mr. Sprague,
Jr. - $100,599; Mr. Sprague, III - $1,450; Mr. Donnelly -
$14,219; Mr. Kelley - $5,892; Mr. Roche - $1,005; Mr.
Steinhauer - $4,648), (ii) Directors fees (Mr. Sprague, Jr.
- $3,600; Mr. Sprague, III - $9,000), (iii) amounts
contributed to defined contribution retirement plans (Mr.
Sprague, Jr. - $352; Mr. Sprague, III - $2,430; Mr. Donnelly
- $2,008; Mr. Kelley - $352; Mr. Roche - $2,227; Mr.
Steinhauer - $352), and (iv) amounts accrued as
contributions to non-qualified retirement plans (Mr. Sprague,
Jr. - $1,093; Mr. Sprague, III - $251; Mr. Donnelly - $182;
Mr. Kelley - $565; Mr. Roche - $841; Mr. Steinhauer - $2,384).
(5) Mr. William W. Sprague, Jr. retired from the Company effective
December 31, 1994.
9
<PAGE> 13
PENSION PLANS
The Company has in effect a non-contributory pension plan which
applies to substantially all non-bargaining unit 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
Years of Service
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 & ABOVE
------------ -- -- -- -- ----------
<S> <C> <C> <C> <C> <C>
$125,000 $23,200 $34,800 $46,400 $57,900 $69,500
$150,000 & ABOVE 28,200 42,300 56,400 70,400 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 are: W. W. Sprague,
III: 12; C. Richard Donnelly: 29; J. M. Kelley: 22; D. H. Roche: 19;
and W. R. Steinhauer: 18.
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, III: $127,267; C. Richard Donnelly:
$116,375; J. M. Kelley: $89,861; D. H. Roche: $76,718; and W. R.
Steinhauer: $96,602.
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 1996, the cost to the
Company for the Executive Officers listed in the Summary Compensation Table
above would be $2,602,738. This total does not include any amount for Mr.
William W. Sprague, Jr. since he retired from the Company effective December
31, 1994.
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 maintains several benefit and incentive
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-bargaining unit 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.
The Company's executive compensation program consists of three
main components: (1) base salary, (2) potential for an annual bonus under a
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
named Executive Officers in fiscal 1995, 0% for fiscal 1994, 1% for fiscal
1993, and 12% for 1992. 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 the 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 based upon market compensation
data. The base salary level of each Executive Officer is annually compared
to market data supplied to the Company by an independent compensation
consultant. The independent consultant accumulates data for comparable
positions in companies with similar revenue levels from a wide variety of
industries, with emphasis placed upon companies in the food and kindred
products standard industrial classification code. The Company's philosophy
is to pay Executive Officers competitive compensation which approximates the
median of market data. The independent consultant also provide the Company
with compensation information for the
11
<PAGE> 15
Executive Officers of the companies in the peer group included in the
performance graph on page 13 of this Proxy Statement. However, no particular
weight is given to these specific companies in evaluating compensation,
because the Company does not believe it competes with these companies for
executive talent.
Changes to base salary of all Corporate Officers are normally
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, and relates proposed
pay adjustments to the salary survey information and the Company's
performance. 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 also normally evaluates the performance
of the CEO before recommending approval of a base salary adjustment for him
in November or December of each year. Compensation survey data and other
information, including Company performance, is used by the Committee
in determining his salary adjustment.
However, in recognition of the decreased earnings of the
Company, effective October 1, 1995, Mr. Sprague, the CEO, recommended, and the
Compensation Committee accepted, a 10% decrease in base salary for himself and
a 5% decrease in base salary for the other four most highly compensated
Executive Officers. The Committee agreed with Mr. Sprague that by decreasing
these salaries, the Company would reinforce the linkage between senior
management reward and stockholder reward and would emphasize to Company
personnel the need for significant cost reduction programs at the Company.
Additionally, the Executive Officers of the Company along with all other
Company Officers have not received any pay under the "at risk" components of
their compensation as discussed above.
As of December 31, 1994, William W. Sprague, Jr. retired as CEO at an
annual salary of $588,000 and William W. Sprague, III was promoted to CEO at
an annual salary of $406,000, which was reduced to $365,400 by the 10%
reduction mentioned above.
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
W. Waldo Bradley Robert L. Harrison
R. Eugene Cartledge
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, the five persons listed above, Messrs.
Gignilliat, Bradley, Cartledge, 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 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 1, 1995, the Company purchased services from this firm in the
amount of approximately $1,614,000.
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>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Savannah Foods 100.00 67.79 65.22 71.33 55.08 63.58
S&P 500 100.00 127.59 140.88 152.30 157.15 203.89
Peer Group 100.00 117.83 122.74 115.83 121.71 149.33
</TABLE>
The data presented above assumes $100 was invested on December 31,
1990, at the closing price in Savannah Foods & Industries, Inc.
Common Stock, the S&P 500 Index, and the peer group index and that
all dividends were reinvested.
The peer group is a market capitalization weighted combination of (i)
the S&P 400 MidCap Food and Beverages Index, which includes the
Company, and (ii) Valhi, Inc., Imperial Holly Corporation, and
Spreckels Industries, which are the other companies in the 2060 sugar
and confectionery products standard industrial classification code
for which sugar represents the sole or a large portion of their
business.
The Company will provide the identity of all the component companies
of the peer group 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
Archer-Daniels-Midland Company reports ownership of 6.33% of the
outstanding Common Stock of the Company. The Company purchases corn syrup
and fructose from this firm. In the fiscal year ended October 1, 1995, the
Company purchased goods from this firm in the amount of approximately $671,000.
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.
William W. Sprague, Jr., the former Chairman of the Board and
Chief Executive Officer of the Company, retired from the Company as of December
31, 1994, at which time he became a consultant for the Company. In the
fiscal year ended October 1, 1995, Mr. Sprague, Jr. was paid $75,000 for his
consulting services. Mr. Sprague, Jr. is the father of William W. Sprague,
III, a Director, and the President and Chief Executive Officer of the Company.
Arnold Tenenbaum, a Director of the Company, is President of Chatham
Steel Corporation in Savannah, Georgia. The Company conducts business with
this firm related to the purchase of steel products. In the fiscal year
ended October 1, 1995, the Company purchased goods from this firm in the
amount of approximately $70,000.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the fiscal year ended October 1, 1995, the Board of Directors
met eight times. No Director, other than Mr. Cartledge, attended fewer than
75% of the Board and Committee meetings. Mr. Cartledge, who was elected to
the Board and to the Compensation Committee as of January 1, 1995, attended 4
of the 5 Board meetings for which he was eligible, but a Compensation
Committee meeting was also held on the same day as the Board meeting which he
was unable to attend, and this put him below the 75% level.
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 no compensation is received for meetings of the Committee of
Outside Directors, Committee meetings held on the same day as a Board meeting,
or meetings conducted by telephone. Outside Directors are also paid an
annual retainer of $12,500. However, at their August 17, 1995 meeting the
Board elected to reduce their compensation by 50% until further notice, and
at their October 20, 1995 meeting they resolved that Directors who are also
Officers of the Company would no longer receive compensation for meetings.
The Board of Directors has an Executive Committee and four
standing committees -- an Audit Committee, a Compensation Committee, a
Nominating Committee, and a Committee of Outside Directors.
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 1995.
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, Jepson, Tarbutton (Chairman), and
Tenenbaum. It met three times during fiscal 1995.
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, Cartledge, Critz, Gignilliat (Chairman), and
Harrison. It met twice during fiscal 1995.
14
<PAGE> 18
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 three times in fiscal 1995.
The Committee of Outside Directors generally meets the evening
before regular meetings of the Board of Directors. The Committee is composed
of all non-employee Directors and its agenda is set by the Committee's
Chairman. The Committee reports matters at its discretion to the Board of
Directors. The officers of the Committe are Mr. Tarbutton (Chairman), Mr.
Bradley (Vice-Chairman), and Mr. Durham (Secretary).
The Audit, Compensation, Nominating, and Outside Directors committees
are composed of non-management Directors.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers and Directors, and persons who own more than 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 that James M. Kelley made three late
filings relating to three transactions.
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 1996
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 outstanding
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 1,
1995, including financial statements, is being mailed with this Proxy
Statement on or about January 11, 1996 to stockholders of record at the
close of business on December 22, 1995 except those stockholders who have
requested elimination of multiple copies of annual reports to the same
address.
1997 ANNUAL MEETING STOCKHOLDER PROPOSALS
A stockholder wishing to present a proposal at the 1997 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 13, 1996, in order for such proposal to be
considered for inclusion in the proxy material and agenda of the 1997 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 11, 1996
16
<PAGE> 20
APPENDIX A
<TABLE>
<S> <C>
SAVANNAH FOODS & 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 11, 1996, and hereby appoints William W. Sprague, III, C. Richard
Donnelly, and Gregory H. Smith, 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 15,
1996, 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.
1) ELECTION OF DIRECTORS: (For Three-year Terms Expiring in 1999)
/ / FOR ALL NOMINEES listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
W. Waldo Bradley, John D. Carswell, F. Sprague Exley, William W. Sprague, III, Hugh
M. Tarbutton
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"FOR" BOX ABOVE AND WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED.
-----------------------------------------------------------------------------------
2) APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE LLP as Independent accountants
for the fiscal year ending September 29, 1996.
/ / FOR / / AGAINST / / ABSTAIN
3) THE TRANSACTION OF SUCH OTHER BUSINESS as may properly come before the Annual
Meeting.
(Continued and to be signed on the other side)
(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), AND "FOR" THE APPROVAL OF PRICE
WATERHOUSE LLP (ITEM 2).
----------------------------------------------------
(Please sign exactly as your name appears hereon
and return promptly in the enclosed envelope.)
Date: , 1996
-------------------------------------
</TABLE>
