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 [ ] Confidential, for Use of
[X] Definitive Proxy Statement the Commission Only (as
[ ] Definitive Additional Materials permitted by Rule 14a-
[ ] Soliciting Material Pursuant to Section 6(e)(2))
240.14a-11(c) or Section 240.14a-12
SCHULTZ SAV-O STORES, INC.
(Name of Registrant as Specified in its Charter)
______________________________
(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), 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>
Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 53081
______________________________
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 1995
TO THE SHAREHOLDERS OF SCHULTZ SAV-O STORES, INC.:
NOTICE IS HEREBY GIVEN that the 1995 annual meeting of
shareholders of Schultz Sav-O Stores, Inc., a Wisconsin corporation
("Company"), will be held at the John Michael Kohler Arts Center, 608 New
York Avenue, Sheboygan, Wisconsin, on Wednesday, May 10, 1995, at 3:00
p.m., for the following purposes:
1. To elect three directors for three-year terms.
2. To approve the Schultz Sav-O Stores, Inc. 1995 Equity
Incentive Plan.
3. To ratify the Board of Directors' selection of the
Company's 1995 independent auditors.
4. To transact such other business as may properly come before
the annual meeting or any adjournments thereof.
Only holders of record of Common Stock at the close of business
on March 22, 1995 will be entitled to notice of, and to vote at, the
annual meeting.
It is desirable that as many shareholders as possible be
represented at the meeting, in person or by proxy. Even if you expect to
attend the meeting in person, please complete, date, sign and mail the
accompanying proxy in the enclosed postage paid envelope. You may revoke
your proxy at any time before it is actually voted by notice in writing to
the undersigned or by voting in person at the meeting. Your attention is
directed to the attached Proxy Statement and accompanying proxy.
On Behalf of the Board of Directors
John H. Dahly
Executive Vice President,
Treasurer and Secretary
Sheboygan, Wisconsin
March 27, 1995
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR
NAME APPEARS AND RETURN IMMEDIATELY IN THE ENVELOPE PROVIDED.
<PAGE>
Schultz Sav-O Stores, Inc.
_______________
PROXY STATEMENT
_______________
For
1995 Annual Meeting of Shareholders
To Be Held May 10, 1995
GENERAL INFORMATION
This Proxy Statement and accompanying proxy are being furnished
to the shareholders of Schultz Sav-O Stores, Inc., a Wisconsin corporation
("Company"), beginning on or about March 27, 1995 in connection with the
solicitation by the Board of Directors of the Company ("Board") of proxies
for use at the Company's 1995 annual meeting of shareholders to be held at
the John Michael Kohler Arts Center, 608 New York Avenue, Sheboygan,
Wisconsin, on Wednesday, May 10, 1995, at 3:00 p.m., and at any
adjournment thereof ("Meeting"), for the purposes set forth in the
attached Notice of 1995 Annual Meeting of Shareholders and in this Proxy
Statement.
Only record holders of outstanding shares of the Company's
Common Stock ("Common Stock") as of the close of business on March 22,
1995 ("Record Date") are entitled to notice of, and to vote at, the
Meeting. As of the Record Date, 2,418,789 shares of Common Stock were
outstanding. The record holder of each outstanding share of Common Stock
as of the Record Date is entitled to one vote per share for each proposal
submitted for shareholder consideration at the Meeting.
A proxy, in the accompanying form, which is properly executed,
duly returned to the Company or its authorized representatives or agents
and not revoked will be voted in accordance with the instructions
contained therein. If no specification is indicated on the proxy, the
shares represented thereby will be voted FOR the Board's three nominees
for director, FOR approval of the Schultz Sav-O Stores, Inc. 1995 Equity
Incentive Plan, FOR ratification of the Board's selection of the Company's
1995 independent auditors and on such other matters which may properly
come before the Meeting in accordance with the best judgment of the
individual proxies named in the proxy. Execution of a proxy given in
response to this solicitation will not affect a shareholder's right to
attend the Meeting and to vote in person. Presence at the Meeting of a
shareholder who has signed a proxy does not in itself revoke a proxy.
Each proxy granted may be revoked by the person giving it at any time
before its exercise by giving written notice to such effect to the
Company's Secretary or the Company's authorized representatives or agents
at the Meeting, by execution and delivery of a subsequent proxy or by
attendance and voting in person at the Meeting, except as to any matter
upon which, prior to such revocation, a vote shall have been cast pursuant
to the authority conferred by such proxy.
ELECTION OF DIRECTORS
Three members of the Board are to be elected at the Meeting for
three-year terms to expire at the Company's 1998 annual meeting of
shareholders. James H. Dickelman, Thomas H. Fox and Bernard S. Kubale are
the Board's nominees for such directorships.
It is intended that the persons named as proxies in the
accompanying proxy will vote FOR the election of the Board's three
nominees. If any nominee should become unable to serve as a director
prior to the Meeting, the shares represented by proxies otherwise voted in
favor of the Board's three nominees or which do not contain any
instructions will be voted FOR the election of such other person as the
Board may recommend. Under Wisconsin law, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the
election, assuming a quorum is present. For this purpose, "plurality"
means that the individuals receiving the largest number of votes are
elected as directors, up to the maximum number of directors to be chosen
at the election. Therefore, any shares of Common Stock which are not
voted on this matter at the Meeting, whether by abstention, broker nonvote
or otherwise, will have no effect on the election of directors at the
Meeting.
Certain information about the Board's nominees and its
continuing members is set forth below. Unless otherwise indicated, all
occupations listed are or were with the Company.
THE BOARD RECOMMENDS A VOTE FOR
JAMES H. DICKELMAN, THOMAS H. FOX AND BERNARD S. KUBALE
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned <F1>
Name and Age Current Principal Occupation Director Since Shares Percent
Class III - Nominees for Terms to Expire in 1998
<S> <C> <C> <C> <C>
James H. Dickelman Chairman of the Board, 1978 91,787 3.7%
47 President and Chief
Executive Officer
Thomas H. Fox Senior Vice President- 1978 49,505 2.0%
53 Director of Retail
Operations
Bernard S. Kubale Partner in the law firm of 1962 1,262 *
66 Foley & Lardner
<CAPTION>
Class I - Directors Whose Terms Expire in 1996
<S> <C> <C> <C> <C>
John H. Dahly Executive Vice President, 1984 40,565 1.7%
54 Chief Financial Officer,
Treasurer and Secretary
Martin Crneckiy, Jr. Executive Vice President and 1989 1,200 *
49 Chief Financial Officer of
The Vollrath Company
(manufacturer of stainless
steel and plastic wares and
light equipment for the
international food service
industry)
R. Bruce Grover President and Chief Executive 1989 1,000 *
59 Officer of Vinyl Plastics,
Inc. (manufacturer of solid
vinyl floor products, custom
extruded sheets and sound
barrier materials for
automotive applications)
<CAPTION>
Class II - Directors Whose Terms Expire in 1997
<S> <C> <C> <C> <C>
Howard C. Dickelman Retired; formerly Chairman 1959 153,550 6.3%
75 of the Board
Michael R. Houser Senior Vice President- 1992 32,635 1.3%
43 Director of Marketing and
Merchandising
<FN>
____________
* Less than 1%.
<F1> Individuals have sole voting and investment power over all shares listed. Shares owned separately by wives and certain
adult children are not included and beneficial ownership of such shares is disclaimed, including 22,830 shares owned by a
revocable trust for the benefit of Howard C. Dickelman's wife, 2,337 shares owned by James H. Dickelman's adult son,
2,937 shares owned by James H. Dickelman's adult daughter and 492 shares owned by John H. Dahly's wife. James H.
Dickelman also disclaims beneficial ownership of the 153,550 and 22,830 shares held by Howard C. Dickelman and his wife,
respectively, pursuant to separate revocable trusts, over each of which he serves as co-trustee. Such disclaimed shares
are not included in James H. Dickelman's share totals set forth above. The figures include the following shares
allocated to the accounts of certain directors (who are also officers) in the Schultz Sav-O Stores Retirement Savings
Plan ("Retirement Savings Plan") as of December 31, 1994, over which such individuals retain sole investment power and
shared voting power, as described under "Principal Shareholders": James H. Dickelman, 31,626; John H. Dahly, 6,870;
Michael R. Houser, 9,153; and Thomas H. Fox, 28,575. The figures also include the following shares issuable under stock
options exercisable within 60 days of the Record Date: James H. Dickelman, 42,800; John H. Dahly, 27,317; Michael R.
Houser, 20,967; and Thomas H. Fox, 19,300. See "Executive Compensation--Stock Options."
</TABLE>
During the last five years, all directors have held the same or
a similar position with the Company or other employer as described in the
table above. James H. Dickelman is the son of Howard C. Dickelman.
Bernard S. Kubale retired as the Chairman and Chief Executive
Officer of Foley & Lardner as of January 31, 1994. He currently serves as
a director of Banta Corporation (printing and graphic arts) and
Consolidated Papers, Inc. (manufacturer of coated printing papers).
During 1994, the Board held eight meetings. The Board has an
Audit Committee consisting of Bernard S. Kubale (Chairman), Martin
Crneckiy, Jr., R. Bruce Grover and Howard C. Dickelman. In 1994, the
Audit Committee met twice. The principal functions of the Audit Committee
are to meet with the Company's independent auditors to review the scope
and results of their audit; to review the adequacy of the financial and
accounting control mechanisms used by the Company; and to approve the
performance of any nonaudit professional services by the Company's
independent auditors. The Board also has a Compensation and Stock Option
Committee consisting of Bernard S. Kubale (Chairman), Martin Crneckiy,
Jr., R. Bruce Grover and Howard C. Dickelman. The principal functions of
the Compensation and Stock Option Committee, which met seven times in
1994, are to evaluate and establish compensation and benefit levels for
the Company's officers, including administering the Company's stock option
plans. The Board's Nominating Committee recommends criteria for selection
to the Board, helps determine potential Board candidates and reviews Board
compensation policies. Members of the Nominating Committee include James
H. Dickelman (Chairman), John H. Dahly, Bernard S. Kubale, R. Bruce
Grover, Martin Crneckiy, Jr. and Howard C. Dickelman. The Nominating
Committee did not meet in 1994, but did meet once in January 1995.
Written shareholder recommendations for director candidates, including
appropriate background information, will be kept on file by the Company
and considered by the Nominating Committee.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of the
Record Date regarding the beneficial ownership of Common Stock held by (i)
each person or entity known to the Company who beneficially owned 5% or
more of the Common Stock; (ii) each executive officer of the Company who
is named in the Summary Compensation Table set forth below under
"Executive Compensation--Summary Compensation Information;" and (iii) all
current directors and executive officers of the Company as a group.
Except as otherwise indicated, all shares listed are owned with sole
voting and investment power.
Name of Shareholder or Group Shares Percent
Schultz Sav-O Stores Retirement
Savings Plan(1) 462,022 19.1%
Neuberger & Berman (2) 233,200 9.6%
Delaware Management Company, Inc.(3) 206,200 8.5%
Howard C. Dickelman (4) 153,550 6.3%
Dimensional Fund Advisors Inc.(5) 129,500 5.4%
James H. Dickelman (6) 91,787 3.7%
John H. Dahly (6) 40,565 1.7%
Michael R. Houser (6) 32,635 1.3%
All directors and executive officers
as a group (15 persons) (7) 489,578 19.0%
____________
(1) The share amount listed is derived from the amended Schedule 13G
dated as of January 28, 1995 filed with the Securities and Exchange
Commission ("SEC") and the Company. The listed shares were held by
Marshall & Ilsley Trust Company ("M&I"), as trustee for the
Retirement Savings Plan. A Plan Administrative Committee, consisting
of James H. Dickelman, John H. Dahly, Thomas H. Fox, Armand C. Go and
Daniel L. Weigel, administers the Retirement Savings Plan and shares
voting power for the shares listed with the participants in the
Retirement Savings Plan in that the Committee is entitled to vote all
shares for which no voting instructions are received from
participants. The Retirement Savings Plan participants have
investment power over the listed shares held by the Retirement
Savings Plan which are allocated to their accounts. The address of
M&I is 1000 North Water Street, Milwaukee, Wisconsin 53202. The
address for the individual members of the Committee is c/o Schultz
Sav-O Stores, Inc., 2215 Union Avenue, Sheboygan, Wisconsin 53081.
See "Executive Compensation -- Report on Executive Compensation."
(2) The share amount listed is from the Schedule 13G dated as of February
10, 1995 filed with the SEC and the Company. The address of
Neuberger & Berman is 605 Third Avenue, New York, New York 10158-
3698.
(3) The share amount listed is from the Schedule 13G dated as of January
31, 1995 filed with the SEC and the Company. The address of Delaware
Management Company, Inc. is 1818 Market Street, Philadelphia,
Pennsylvania 19103.
(4) The address for Mr. Dickelman is c/o Schultz Sav-O Stores, Inc., 2215
Union Avenue, Sheboygan, Wisconsin 53081. The share amount listed
for Mr. Dickelman has been derived from his amended Schedule 13G
dated as of January 29, 1995 filed with the SEC and the Company. See
footnote (1) to the table set forth under "Election of Directors."
(5) The share amount listed is from the Schedule 13G dated as of January
31, 1995 filed with the SEC and the Company. The address of
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor,
Santa Monica, California 90401.
(6) See footnote (1) to the table set forth under "Election of Directors"
for certain additional information concerning the beneficial
ownership of Common Stock by James H. Dickelman, John H. Dahly and
Michael R. Houser, respectively.
(7) The share amount listed includes 160,367 shares issuable under stock
options exercisable within 60 days of the Record Date and 137,191
shares beneficially held by current directors and executive officers
in the Retirement Savings Plan, but excludes 28,596 shares as to
which beneficial ownership is disclaimed by certain of such
individuals. See footnote (1) to the table set forth under "Election
of Directors" and footnote (1) above for additional information.
EXECUTIVE COMPENSATION
Report on Executive Compensation
The Compensation and Stock Option Committee of the Board
("Committee") evaluates and establishes the compensation of the Company's
executive officers. The Committee's executive compensation policies and
practices generally reflect the Company's efforts to attract, motivate and
retain the Company's executive officers by providing a total compensation
package based on corporate and personal performance and which is
competitive within the Company's industry. Executive officers'
compensation has historically been comprised of salary, stock option
grants and corporate contributions to the Company's profit sharing plan.
Effective beginning in 1995, the Committee has adopted an Officer Annual
Incentive Plan ("Incentive Plan") intended to motivate high achievement of
annual corporate financial performance goals for the economic benefit of
all shareholders by rewarding executive officers individually and as a
team for the achievement of such goals. The Incentive Plan provides for
the establishment of a variable bonus pool based on the Company's
achievement of certain specified levels of economic value added. For
purposes of the Incentive Plan, economic value added will be determined by
calculating the difference between the Company's annual net earnings after
tax and a pre-established target threshold investment return based on the
Company's weighted average cost of capital. Ten percent of the resulting
economic value added for the year will be placed in the incentive pool,
together with 5% of any increase in the current year's economic value
added over the prior year's economic value added. The resultant total
incentive pool will then be distributed 50% to all executive officers pro
rata according to relative salary levels and 50% based on each officer's
relative achievement of pre-established individual and group performance
goals. If the Incentive Plan would have been in effect for 1994, a total
bonus pool of approximately $107,200 would have been established.
The Committee adjusts each executive officer's salary, including
the salary of James H. Dickelman, the Chairman of the Board, President and
Chief Executive Officer of the Company, at the end of each fiscal year for
the forthcoming fiscal year. Although the Committee does not set specific
objective performance criteria upon which it bases its salary adjustment
decisions, the Committee analyzes and evaluates the Company's relative
sales, earnings, return on sales, cost and expense levels, and balance
sheet strength for the year then ending compared to the Company's
historical results, as well as to the current trends and results within
the Company's industry. Based on such analysis and evaluation, the
Committee subjectively determines Mr. Dickelman's and the other
executives' salaries, in conjunction with the other elements of each such
executive's compensation package, to fall generally within a range of 15%
of the estimated market values of the average salaries and compensation
packages of similarly situated executives at other generally comparable
food wholesalers and retailers, including several companies included in
the Company's stock performance peer group index. Variations within or
outside of that range for each officer are based on the Committee's
evaluation of the Company's and the individual's relative performance and
achievements for the past year. For executive officers other than Mr.
Dickelman, the Committee considers the compensation recommendations of Mr.
Dickelman. In establishing salary levels for 1995, including Mr.
Dickelman's, the Committee considered specifically that the Company
surpassed its announced goal of achieving after-tax earnings of 1.2% on
sales for 1994. Also, the Committee noted the reductions in 1994 expense
levels resulting from the Company's continued successful strategy of
converting corporate stores into franchise units and emphasizing wholesale
over retail sales.
Stock option grants to executive officers are generally made
annually each January by the Committee and are based principally on the
executive officer's relative position at the Company, his existing and
anticipated ability to directly impact corporate performance,
compensation, seniority, grants made in the past, options held and stock
ownership. Each executive officer's individual initiatives and
achievements within the Company over the prior year also affect the level
of such officer's option grants. The Company's 1990 Stock Option Plan,
and the proposed 1995 Equity Incentive Plan, are intended to promote the
best interests of the Company and its shareholders by providing key
employees with the opportunity to acquire, or increase their, ownership
interests in the Company and thereby develop a stronger incentive to put
forth maximum effort for the continued success and growth of the Company.
Options have historically been granted at 100% of the Common Stock's fair
market value on the date of grant, have a term of not to exceed seven
years and vest in increments of one-third on each of the first, second and
third anniversaries of the grant date. Since the economic value of stock
options is inherently dependent upon the level of future price
appreciation of the underlying Common Stock, stock options granted by the
Committee will only provide executive officers with value to the extent
the price of the Common Stock increases above the option exercise price on
the grant date. Thus, the Committee believes that stock option grants
help better align the economic interests of the Company's management with
its shareholders. If the proposed 1995 Equity Incentive Plan is approved
by shareholders at the Meeting, the Committee will have additional
flexibility to grant other types of equity-based incentive awards
(including stock appreciation rights, restricted stock and performance
shares) in addition to stock options. See "1995 Equity Incentive Plan."
However, the Committee continued its historical practice of granting stock
options at its January 1995 meeting. Such options were granted on terms
substantially identical to past practice.
The Retirement Savings Plan is a qualified profit sharing plan
which provides for supplemental income at retirement for all salaried
employees of the Company who meet the service requirement (generally, one
complete calendar year of service with the Company). The retirement
benefits provided by the Retirement Savings Plan for each participant are
based upon the value of the participant's account balance at retirement.
The Retirement Savings Plan requires the Company to make an annual basic
contribution which, when added to forfeitures for the year, is equal to 5%
of the participant's salary for the year, plus an additional aggregate
discretionary contribution as determined by the Board based on corporate
performance and other factors. Basic contributions are allocated to each
participant's account on the basis of the participant's eligible total
compensation compared to the compensation of all participants for such
year. Discretionary contributions are allocated in the same way, except
that Company contributions to Social Security benefits are taken into
account in determining allocations of discretionary contributions. The
Company's discretionary contribution to the Retirement Savings Plan in
1994 was approximately 4.2% of each participant's eligible compensation.
Effective as of January 1, 1995, the Retirement Savings Plan permits
pretax employee contributions pursuant to Internal Revenue Code Section
401(k). The Company provides a 25% matching contribution on pretax
employee contributions up to 4% of pay. Most of the Company's executive
officers (including all of the named executive officers set forth below)
have typically invested all, or a substantial portion, of their annual
Retirement Savings Plan allocations in shares of Common Stock. At the end
of fiscal 1994, the Company's 11 executive officers as a group held
137,191 shares, or 5.7%, of the total outstanding Common Stock on the
Record Date, in their accounts under the Retirement Savings Plan. See
"Principal Shareholders."
Effective beginning in 1994, the Company implemented the
Executive Benefit Restoration Plan, an unfunded supplemental benefit
pension plan intended to provide benefits otherwise denied to participants
under the Retirement Savings Plan by reason of limitations imposed by the
Internal Revenue Code. The Executive Benefit Restoration Plan provides
benefit accruals on pay in excess of the amount able to be recognized by
the Retirement Savings Plan ("excess compensation") equivalent to the rate
of Company basic and discretionary contributions made under the Retirement
Savings Plan for the year. Participants with excess compensation are also
permitted to voluntarily defer compensation, and receive Company matching
contributions, in amounts equivalent to the rates of deferral and matching
available to them under the Retirement Savings Plan.
Given the levels of compensation and benefits provided currently
to the named executive officers, the Committee does not believe it is
necessary to conform or adjust its compensation policies, plans or
practices to comply with the $1 million executive compensation
deductibility cap imposed by Internal Revenue Code Section 162(m).
By the Compensation and Stock Option Committee:
Bernard S. Kubale, Chairman Martin Crneckiy, Jr.
Howard C. Dickelman R. Bruce Grover
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid by the Company for its last three fiscal years to the
Company's Chief Executive Officer and the other executive officers of the
Company who earned over $100,000 in fiscal 1994. The persons named in the
table below are hereinafter sometimes referred to as the "named executive
officers."
<TABLE>
Summary Compensation Table
<CAPTION>
Stock Option
Name and Principal Fiscal Annual Other Annual Grants<F2> All Other
Position Year Salary Compensation<F1> (shares) Compensation<F3>
<S> <C> <C> <C> <C> <C>
James H. Dickelman 1994 $205,000 $19,344 12,000 $26,661
Chairman of the Board,
President and Chief 1993 $180,000 0 9,000 $23,320
Executive Officer
1992 $183,200 0 9,000 $22,307
John H. Dahly 1994 $117,000 $13,003 5,600 $14,303
Executive Vice President,
Chief Financial Officer, 1993 $111,115 0 5,500 $13,139
Treasurer and Secretary
1992 $106,850 0 5,500 $11,697
Michael R. Houser 1994 $112,000 $6,929 5,300 $13,544
Senior Vice President-
Director of Marketing and 1993 $105,097 0 5,250 $12,250
Merchandising
1992 $101,575 0 4,500 $10,959
<FN>
__________________
<F1> Amounts set forth under this column represent payments by the Company of a tax offset bonus on the exercise of stock
options by each named executive officer. See footnote (1) to the table set forth under "Stock Options--Option
Grants in 1994 Fiscal Year" below for additional information.
<F2> Granted at 100% fair market value on the date of grant under the Company's 1990 Stock Option Plan. See footnote (1)
to the table set forth under "Stock Options--Option Grants in 1994 Fiscal Year" below for additional information.
<F3> For all of the named executive officers other than Mr. Dickelman, amounts set forth under this column represent
solely Company contributions to its Retirement Savings Plan for the account of each named executive officer. For
Mr. Dickelman, the amounts include benefit accruals under the Company's Executive Benefit Restoration Plan and
Company contributions to the Retirement Savings Plan. In 1994, Mr. Dickelman received a benefit accrual of $7,370
under the Company's Executive Benefit Restoration Plan and $19,291 of Company contributions to the Retirement
Savings Plan. See "Severance and Change in Control Arrangements" below with respect to certain severance
arrangements between the Company and the named executive officers in the event of a "change in control" of the
Company.
</TABLE>
Stock Options
The following table sets forth information concerning the grant
of stock options under the Company's 1990 Stock Option Plan during fiscal
1994 to the named executive officers.
<TABLE>
Option Grants in 1994 Fiscal Year
<CAPTION>
Percentage of
Total Options
Shares Granted to All
Underlying Employees in Exercise Grant Date
Options 1994 Fiscal Price<F2> Present
Name Granted<F1> Year (per share) Expiration Date Value<F3>
<S> <C> <C> <C> <C> <C>
James H. Dickelman 12,000 25.6% $15.25 January 28, 2001 $59,880
John H. Dahly 5,600 12.0% $15.25 January 28, 2001 $27,944
Michael R. Houser 5,300 11.3% $15.25 January 28, 2001 $26,447
<FN>
______________________
<F1> The options reflected in the table are nonqualified stock options under the Internal Revenue Code and were granted on
January 28, 1994. The exercise price of each option granted was equal to 100% of the fair market value of the Common
Stock on the date of grant, as determined by the Committee. The options granted vest in increments of one-third on each
of the first, second and third anniversaries of the grant date; provided, however, that no options may be exercised more
than seven years after the date of grant. The options are subject to early vesting in the event of the optionee's
death, disability or retirement after reaching age 65. Upon a "change in control" of the Company (as defined in the
1990 Stock Option Plan), all options then outstanding will become immediately exercisable in full for the remainder of
their term and each optionee will have the right for a period of 30 days to require the Company to purchase his
outstanding options for cash at the aggregate "acceleration price" for all shares of Common Stock then subject to such
options, provided that at least six months has elapsed since the grant date. A tax offset bonus may, in the discretion
of the Committee, be granted in conjunction with all or any part of any nonqualified option granted under the 1990 Stock
Option Plan, either at the time of the grant of such option or at any time during the term of the option. Such a bonus
would entitle an optionee to receive from the Company a cash payment for purposes of offsetting such optionee's income
tax liability as a result of exercising the nonqualified option and receiving the cash bonus. No tax offset bonuses
were initially provided in connection with the named executive officers' grants above.
<F2> The exercise price of options may be paid in cash, by delivering previously issued shares of Common Stock or any
combination thereof.
<F3> The option values presented are based on the Black-Scholes option pricing model adapted for use in valuing stock
options. The actual value, if any, that an optionee may realize upon exercise will depend on the excess of the market
price of the Common Stock over the option exercise price on the date the option is exercised. There is no assurance
that the actual value realized by an optionee upon the exercise of an option will be at or near the value estimated
under the Black-Scholes model. The estimated values under the Black-Scholes model are based on arbitrary assumptions as
to variables such as interest rates, stock price volatility and future dividend yield, including the following: (a) an
assumed United States Treasury bond rate of 6.5%; (b) stock price volatility of 16.9% (based on 36-month stock price
history ending January 31, 1994); and (c) a current dividend yield of 1.0%.
</TABLE>
The following table sets forth certain information with respect
to the named executive officers concerning their exercise of stock options
during the 1994 fiscal year and the value of their unexercised stock
options held as of the end of fiscal 1994.
<TABLE>
Aggregated Option 1994 Fiscal Year-End Value Table
<CAPTION>
Number of
Shares Number of Shares Value of Unexercised In-
Acquired Underlying Options at End the-Money Options at End
Upon Value of Fiscal 1994 of Fiscal 19941
Name Exercise Realized<F1> Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James H. Dickelman 5,400 $49,950 39,700 21,000 $227,651 $109,500
John H. Dahly 3,900 $36,075 26,605 11,133 $149,969 $59,756
Michael R. Houser 2,100 $19,425 19,400 10,300 $110,663 $54,900
<FN>
_______________
<F1> The dollar values were calculated by determining the difference between the fair market value of
the underlying shares of Common Stock and the various applicable exercise prices of the named
executive officers' outstanding options at exercise or the end of fiscal 1994, respectively.
</TABLE>
Director Compensation
Directors, other than directors who are Company employees or who
receive legal fees for their attendance at Board meetings, are paid an
annual retainer of $5,000 plus $300 for each attended Board meeting and
committee meeting not held in conjunction with Board meetings.
Severance and Change in Control Arrangements
The Company has severance agreements with the named executive
officers which provide that, following a "change of control" of the
Company (as defined in the severance agreements), such executive officer
will be employed for three years in the same position, performing
equivalent duties, and at the same location as in effect immediately prior
to the change of control. During the employment period, the officer is
entitled to receive a salary based upon his compensation rate in effect at
the date of change of control (subject to increase by the Committee) and
to be included in the Company's benefit plans available to employees of
comparable status. If during the employment period the officer's
employment is terminated by the Company, other than for "cause" (as
defined in the severance agreements) or the officer's disability, or the
officer's duties are changed substantially without his written consent and
the officer terminates his employment as a result, the officer is entitled
to receive a lump sum payment equal to the officer's base salary for the
greater of the remainder of the employment period or one year, plus the
actuarially determined present value of the benefit accruals that would
have been made through the end of the employment period under the
Company's retirement plans applicable to the officer. The officer and his
eligible dependents are also entitled to coverage under the Company's
medical benefit plans through the end of the employment period.
Additionally, as described in footnote (1) to the table under
"Option Grants in 1994 Fiscal Year," upon a "change in control" of the
Company, stock options granted to the named executive officers will become
fully exercisable and the optionee will then have the right to require the
Company to purchase his outstanding options for cash at the aggregate
"acceleration price" for all shares of Common Stock subject to such
options.
Compensation and Stock Option Committee Interlocks and Insider
Participation
Howard C. Dickelman, a retired former executive officer of the
Company, and Bernard S. Kubale, a partner in the law firm which serves as
the Company's general counsel, have both been members of the Committee for
many years.
STOCK PERFORMANCE INFORMATION
Set forth below is a line graph comparing the quarterly
percentage change during the last five years in the Company's cumulative
total shareholder return on the Common Stock, compared to the cumulative
total return of companies included within The Wilshire 5000 Index and
companies in a peer group of food retailers and wholesalers selected in
good faith by the Company. The companies comprising the peer group index
include: Arden Group, Inc., Delchamps, Inc., Marsh Supermarkets, Inc.,
Nash Finch Co., Rich Food Holdings, Inc., Seaway Food Town, Inc., Super
Food Services, Inc. and Super Rite Corp. The shareholder returns of each
of these companies have been weighted based on each such company's
relative market capitalization as of the beginning of each period.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Wilshire 5000 Index 100 94 126 137 153 153
Company Index 100 72 80 83 97 123
Peer Group Index 100 88 99 122 201 187
</TABLE>
1995 EQUITY INCENTIVE PLAN
General
The purpose of the 1995 Equity Incentive Plan (the "1995 Plan")
is to promote the best interests of the Company and its shareholders by
providing key employees of the Company with an opportunity to acquire, or
increase their, proprietary interest in the Company. It is intended that
the 1995 Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those key
employees who are primarily responsible for shaping or carrying out the
long-range plans of the Company and securing the Company's continued
growth and financial success.
The Company currently has in effect the 1990 Stock Option Plan.
As of the Record Date, a total of 994 shares of Common Stock remained
available for the granting of additional options under the 1990 Stock
Option Plan. To allow for additional equity-based compensation awards to
be made by the Company, the 1995 Plan was adopted by the Board on December
20, 1994 with an effective date of January 30, 1995, subject to approval
by the shareholders at the Meeting.
The following summary description of the 1995 Plan is qualified
in its entirety by reference to the full text of the 1995 Plan which is
attached to this Proxy Statement as Appendix A.
Administration
The 1995 Plan is required to be administered by the Compensation
and Stock Option Committee ("Committee"), provided the Committee continues
to consist of not less than two directors who are "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
(the "Exchange Act"). Among other functions, the Committee has the
authority to establish rules for the administration of the 1995 Plan; to
select the key employees of the Company to whom awards will be granted; to
determine the types of awards to be granted to key employees and the
number of shares covered by such awards; to set the terms and conditions
of such awards; and to cancel, suspend and amend awards granted to key
employees to the extent authorized under the 1995 Plan. The Committee may
also determine whether the payment of any proceeds of any award shall or
may be deferred by a key employee participating in the 1995 Plan. Except
as otherwise provided in the 1995 Plan, determinations and interpretations
with respect thereto and any award agreements thereunder will be in the
sole discretion of the Committee, whose determination and interpretations
will be binding on all parties. Any key employee of the Company,
including any executive officer or employee-director of the Company who is
not a member of the Committee, is eligible to receive awards under the
1995 Plan.
Awards Under the 1995 Plan; Available Shares
The 1995 Plan authorizes the granting to key employees of: (a)
stock options, which may be either incentive stock options ("ISOs")
meeting the requirements of Section 422 of the Internal Revenue Code (the
"Code") or nonqualified stock options; (b) stock appreciation rights
("SARs"); (c) restricted stock; and (d) performance shares. The 1995 Plan
provides that up to a total of 250,000 shares of Common Stock (subject to
adjustment as described below) will be available for the granting of
awards thereunder. If any shares subject to awards granted under the 1995
Plan, or to which any award relates, are forfeited or if an award
otherwise terminates, expires or is canceled prior to the delivery of all
of the shares or other consideration issuable or payable pursuant to the
award, such shares (assuming the holder of the award did not receive
dividends on the shares or exercise other indicia of ownership) will be
available for the granting of new awards under the 1995 Plan. Any shares
delivered pursuant to an award may be either authorized and unissued
shares of Common Stock or treasury shares held by the Company.
Terms of Awards
Options. The exercise price per share of Common Stock subject
to an option granted under the 1995 Plan will be determined by the
Committee, provided that the exercise price may not be less than 100% of
the fair market value of a share of Common Stock on the date of grant.
The term of an option granted under the 1995 Plan will be as determined by
the Committee, provided that the term of an Option may not exceed seven
years. Options granted under the 1995 Plan will become exercisable in
such manner and within such period or periods and in such installments or
otherwise as determined by the Committee. Options will be exercised by
payment in full of the exercise price, either in cash or in whole or in
part by tendering shares of Common Stock or other consideration having a
fair market value on the date of exercise equal to the option exercise
price. All ISOs granted under the 1995 Plan will also be required to
comply with all other terms of Section 422 of the Code.
SARs. An SAR granted under the 1995 Plan will confer on the
holder a right to receive, upon exercise thereof, the excess of (a) the
fair market value of one share of Common Stock on the date of exercise
over (b) the grant price of the SAR as specified by the Committee. The
grant price of an SAR under the 1995 Plan will not be less than the fair
market value of a share of Common Stock on the date of grant. The grant
price, term, methods of exercise, methods of settlement (including whether
the holder of an SAR will be paid in cash, shares of Common Stock or other
consideration) and any other terms and conditions of any SAR granted under
the 1995 Plan will be determined by the Committee.
Restricted Stock. Shares of restricted Common Stock granted to
key employees under the 1995 Plan will be subject to such restrictions as
the Committee may impose, including any limitation on the right to vote
such shares or receive dividends thereon. The restrictions imposed on the
shares may lapse separately or in combination at such time or times, or in
such installments or otherwise, as the Committee may deem appropriate.
The number of shares of Common Stock which may be granted to key employees
as restricted stock shall not exceed 25,000 shares (subject to adjustment
as described below). Except as otherwise determined by the Committee,
upon termination of a key employee's employment for any reason during the
applicable restriction period, all shares of restricted stock still
subject to restriction will be subject to forfeiture by the key employee.
Under the 1995 Plan, the Committee will have the authority at its
discretion to waive in whole or in part any or all remaining restrictions
with respect to shares of restricted stock granted to a key employee.
Performance Shares. The 1995 Plan also provides for the
granting of performance shares to key employees. The Committee will
determine the applicable performance period, the performance goal or goals
to be achieved during any performance period, the proportion of payments,
if any, to be made for performance between the minimum and full
performance levels, the restrictions applicable to shares of restricted
stock received upon payment of performance shares if payment is made in
such manner, and any other terms, conditions and rights relating to the
grant of performance shares. Performance goals established by the
Committee under the 1995 Plan may be based on one or more measures such as
return on shareholders' equity, earnings or such other standard or
standards deemed relevant by the Committee, measured internally or
relative to other organizations and before or after extraordinary items.
Payment on performance shares held by key employees will be made in shares
of Common Stock (which, at the discretion of the Committee, may be shares
of restricted stock) equal to the number of performance shares payable.
The Committee may provide that, during a performance period, key employees
will be paid cash amounts, with respect to each performance share held by
such key employees, equal to the cash dividend paid on a share of Common
Stock. Participating key employees shall have no voting rights with
respect to performance shares held by them.
The Committee may at any time adjust performance goals (up or
down) in minimum or full performance levels (and any intermediate levels
in proportion of payments related thereto), adjust the manner in which
performance goals are measured, or shorten any performance period or waive
in whole or part any or all remaining restrictions with respect to shares
of restricted stock issued in payment of performance shares, if the
Committee determines that economic, competitive or other conditions,
changes in generally accepted accounting principles, changes in the
Company's accounting policies, acquisitions or dispositions by the
Company, or the occurrence of other unusual events so warrant.
Adjustments
If any dividend or other distribution, recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase or exchange of shares of Common
Stock subject to the 1995 Plan and other securities of the Company,
issuance of warrants or other rights to purchase shares of Common Stock
subject to the 1995 Plan and other securities of the Company, or other
similar corporate transaction or event affects the shares so that an
adjustment is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
1995 Plan, then the Committee will generally have the authority to, in
such manner as it deems equitable, adjust (a) the number and type of
shares of Common Stock subject to the 1995 Plan and which thereafter may
be made the subject of awards; (b) the number and type of shares of Common
Stock subject to outstanding awards; and (c) the grant, purchase or
exercise price with respect to any award, or may make provision for a cash
payment to the holder of an outstanding award.
Limits on Transferability
No award granted under the 1995 Plan may be assigned, sold,
transferred or encumbered by any participant, otherwise than by will, by
designation of a beneficiary, or by the laws of descent and distribution.
Each award will be exercisable during the participant's lifetime only by
such participant or, if permissible under applicable law, by the
participant's guardian or legal representative. The 1995 Plan also
imposes several other restrictions on transferability and exercisability
on awards granted thereunder to ensure compliance with Rule 16b-3 under
the Exchange Act.
Amendment and Termination
The Board may amend, suspend or terminate the 1995 Plan at any
time, except that shareholder approval of any amendment to the 1995 Plan
must first be obtained if otherwise required by: (a) the rules or
regulations under Section 16 of the Exchange Act; (b) the Code or any
rules thereunder; or (c) the quotation or listing requirements of the
Nasdaq National Market or any principal securities exchange or market on
which the Common Stock is then traded. Termination of the 1995 Plan shall
not affect the rights of key employees with respect to awards previously
granted to them, and all unexpired awards shall continue in force after
termination except as they may lapse or be terminated by their own terms
and conditions. No award may be granted under the 1995 Plan after the
fifth anniversary of its effective date. The term of awards granted on or
prior to such fifth anniversary date, unless otherwise expressly provided,
may extend beyond such date.
Withholding
Not later than the date as of which an amount first becomes
includible in the gross income of a key employee for federal income tax
purposes with respect to any award under the 1995 Plan, the key employee
will be required to pay to the Company, or make arrangements satisfactory
to the Company regarding the payment of, any federal, state, local or
foreign taxes of any kind required by law to be withheld with respect to
such amount. Unless otherwise determined by the Committee, withholding
obligations arising with respect to awards under the 1995 Plan may be
settled with shares of Common Stock except that the key employee may not
settle such obligations with shares of Common Stock that are part of, or
are received upon exercise of, the award that gives rise to the
withholding requirement. The obligations of the Company under the 1995
Plan are conditional on such payment or arrangements, and the Company and
any affiliate will, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the key employee.
The Committee may establish such procedures as it deems appropriate for
the settling of withholding obligations with shares of Common Stock.
Certain Federal Income Tax Consequences
Stock Options. The grant of a stock option under the 1995 Plan
will create no income tax consequences to the key employee or the Company.
A key employee who is granted a nonqualified stock option will generally
recognize ordinary income at the time of exercise in an amount equal to
the excess of the fair market value of the Common Stock at such time over
the exercise price. The Company will be entitled to a deduction in the
same amount and at the same time as ordinary income is recognized by the
key employee. A subsequent disposition of the Common Stock will give rise
to capital gain or loss to the extent the amount realized from the sale
differs from the tax basis, i.e., the fair market value of the Common
Stock on the date of exercise. This capital gain or loss will be a long-
term capital gain or loss if the Common Stock had been held for more than
one year from the date of exercise.
In general, a key employee will recognize no income or gain as a
result of exercise (except that the alternative minimum tax may apply).
Except as described below, any gain or loss realized by the key employee
on the disposition of the Common Stock acquired pursuant to the exercise
of an ISO will be treated as a long-term capital gain or loss. No
deduction will be allowed to the Company. If the key employee fails to
hold the shares of Common Stock acquired pursuant to the exercise of an
ISO for at least two years from the date of grant and one year from the
date of exercise, the key employee will recognize ordinary income at the
time of the disposition equal to the lesser of (a) the gain realized on
the disposition or (b) the excess of the fair market value of the shares
of Common Stock on the date of exercise over the exercise price. The
Company will be entitled to a deduction in the same amount and at the same
time as ordinary income is recognized by the key employee. Any additional
gain realized by the key employee over the fair market value at the time
of exercise will be treated as a capital gain. This capital gain will be
a long-term capital gain if the Common Stock had been held for more than
one year from the date of exercise.
Stock Appreciation Rights. The grant of an SAR will create no
income tax consequences for the key employee or the Company. Upon
exercise of an SAR, the key employee will recognize ordinary income equal
to the amount of any cash and the fair market value of any shares of
Common Stock or other property received, except that if the key employee
receives an option, shares of restricted stock or performance shares upon
exercise of an SAR, recognition of income may be deferred in accordance
with the rules applicable to such other awards. The Company will be
entitled to a deduction in the same amount and at the same time as income
is recognized by the key employee.
Restricted Stock. A key employee will not recognize income upon
the award of restricted stock under the 1995 Plan unless the election
described below is made. However, an individual who has not made such an
election will recognize ordinary income at the end of the applicable
restriction period in an amount equal to the fair market value of the
restricted stock at such time. The Company will be entitled to a
corresponding deduction in the same amount and at the same time as the key
employee recognizes income. Any otherwise taxable disposition of the
restricted stock after the end of the applicable restriction period will
result in capital gain or loss (long-term or short-term depending on the
length of time the restricted stock is held after the end of the
applicable restriction period). Dividends paid in cash and received by a
key employee prior to the end of the applicable restriction period will
constitute ordinary income to the key employee in the year paid. The
Company will be entitled to a corresponding deduction for such dividends.
Any dividends paid in stock will be treated as an award of additional
restricted stock subject to the tax treatment described herein.
A key employee may, within 30 days after the date of the award
of restricted stock, elect to recognize ordinary income as of the date of
the award in an amount equal to the fair market value of such restricted
stock on the date of the award. The Company will be entitled to a
corresponding deduction in the same amount and at the same time as the key
employee recognizes income. If the election is made, any cash dividends
received with respect to the restricted stock will be treated as dividend
income to the key employee in the year of payment and will not be
deductible by the Company. Any otherwise taxable disposition of the
restricted stock (other than by forfeiture) will result in capital gain or
loss (long-term or short-term depending on the holding period). If the
key employee who has made an election subsequently forfeits the restricted
stock, the key employee will not be entitled to deduct any loss. In
addition, the Company would then be required to include as ordinary income
the amount of the deduction it originally claimed with respect to such
shares.
Performance Shares. The grant of performance shares will create
no income tax consequences for the key employee or the Company. Upon the
receipt of cash, shares of Common Stock or other property at the end of
the applicable performance period, the key employee will recognize
ordinary income equal to the amount of any cash and the fair market value
of any shares or other property received, except that if the key employee
receives an option, shares of restricted stock or SARs in payment of
performance shares, recognition of income may be deferred in accordance
with the rules applicable to such other awards. In addition, the key
employee will recognize ordinary income upon the receipt of cash payments
that are based on the amount of dividends paid by the Company with respect
to shares of Common Stock. The Company will be entitled to a deduction in
the same amount and at the same time as income is recognized by the key
employee.
Future Awards
On January 30, 1995, the Committee granted nonqualified stock
options representing 24,600 shares of Common Stock to the named executive
officers and 8,900 shares of Common Stock to other eligible key employees
at a per share exercise price of $19.50, subject to shareholder approval
of the 1995 Plan at the Meeting. Except for the grant of January 30, 1995
to the named executive officers and other key employees, the Company
cannot currently determine the awards that may be granted in the future to
the named executive officers or key employees under the 1995 Plan. Such
determinations will be made from time to time by the Committee. During
1994, options to purchase a total of 46,850 shares were granted to all
executive officers under the 1990 Stock Option Plan at a per share
exercise price of $15.25. Stock options granted under the 1990 Stock
Option Plan to the named executive officers during 1994 are disclosed
under the caption "Executive Compensation."
On March 11, 1995, the last reported sales price per share of
the Common Stock on the Nasdaq National Market System was $22.
Vote Required
The affirmative vote of the holders of a majority of the shares
of Common Stock represented and voted at the Meeting is required to
approve the 1995 Plan. Any shares of Common Stock not voted at the
Meeting, whether due to broker nonvotes or otherwise (except abstentions),
will have no impact regarding the proposal to approve the 1995 Plan.
Shares of Common Stock as to which holders abstain from voting will be
treated as votes against approval of the 1995 Plan.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE 1995 PLAN. SHARES OF
COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED
PROXIES WILL BE VOTED "FOR" THE 1995 PLAN.
RATIFICATION OF AUDITORS AND OTHER MATTERS
Arthur Andersen LLP has been selected by the Board as the
Company's independent auditors for 1995. The Board recommends a
shareholder vote FOR ratification of such selection. The affirmative vote
of more shares than those voted against such ratification at the Meeting
is required for ratification. Under Wisconsin law, any shares of Common
Stock which are not voted on this matter at the Meeting, whether by
abstention, broker nonvote or otherwise, will have no effect on the
ratification of auditors. Arthur Andersen LLP has served as the Company's
independent auditors for many years. A representative of Arthur
Andersen LLP is expected to be present at the Meeting and will have an
opportunity to make a statement if he desires to do so and to respond to
appropriate questions.
The election of directors, approval of the 1995 Plan and
ratification of the Company's 1995 auditors are the only matters known to
the Board which will be presented for shareholder consideration at the
Meeting. If any other matters should properly come before the Meeting,
the proxies named in the accompanying proxy will vote on such matters in
accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company.
The Company expects to solicit proxies primarily by mail. Proxies may
also be solicited personally and by telephone by certain officers and
regular employees of the Company. It is not anticipated that anyone will
be specially engaged to solicit proxies or that special compensation will
be paid for that purpose. The Company will reimburse brokers and other
nominees for their reasonable expenses in communicating with the persons
for whom they hold Common Stock.
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, ADDRESSED TO THE
SECRETARY OF THE COMPANY, THE COMPANY WILL PROVIDE TO SUCH SHAREHOLDER
WITHOUT CHARGE A COPY OF THE COMPANY'S 1994 ANNUAL REPORT ON FORM 10-K
(WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Any shareholder proposal intended for consideration at the 1996
annual meeting of shareholders must be received by the Company no later
than November 28, 1995 in order to be considered for inclusion in the
Company's proxy statement and proxy for that meeting.
By Order of the Board of Directors
John H. Dahly
Executive Vice President,
Treasurer and Secretary
March 27, 1995
<PAGE>
APPENDIX A
SCHULTZ SAV-O STORES, INC.
1995 EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of Schultz Sav-O Stores, Inc. 1995 Equity Incentive
Plan (the "Plan") is to promote the best interests of Schultz Sav-O
Stores, Inc. (the "Company") and its shareholders by providing key
employees of the Company and its Affiliates (as defined below) with an
opportunity to acquire a, or increase their, proprietary interest in the
Company. It is intended that the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of
the Company by those key employees who are primarily responsible for
shaping and carrying out the long-range plans of the Company and securing
the Company's continued growth and financial success.
Section 2. Definitions
As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls, or is under common
control with, the Company.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Performance Share granted under the Plan.
(c) "Award Agreement" shall mean any written agreement,
contract or other instrument or document evidencing any Award granted
under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Commission" shall mean the Securities and Exchange
Commission.
(f) "Committee" shall mean the Compensation and Stock Option
Committee of the Board of Directors of the Company (or any other committee
thereof designated by such Board to administer the Plan); provided,
however, that the Committee is composed of not less than two directors,
each of whom is a "disinterested person" within the meaning of Rule 16b-3.
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(h) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.
(i) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(j) "Key Employee" shall mean any officer or other key employee
of the Company or of any Affiliate who is responsible for or contributes
to the management, growth or profitability of the business of the Company
or any Affiliate as determined by the Committee in its discretion.
(k) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option.
(m) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.
(n) "Performance Period" shall mean, in relation to Performance
Shares, any period for which a performance goal or goals have been
established.
(o) "Performance Share" shall mean any right granted under
Section 6(d) of the Plan that will be paid out as a Share (which, in
specified circumstances, may be a Share of Restricted Stock).
(p) "Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization or government or political subdivision thereof.
(q) "Released Securities" shall mean Shares of Restricted Stock
with respect to which all applicable restrictions have expired, lapsed or
been waived.
(r) "Restricted Securities" shall mean Awards of Restricted
Stock or other Awards under which issued and outstanding Shares are held
subject to certain restrictions.
(s) "Restricted Stock" shall mean any Share granted under
Section 6(c) of the Plan or, in specified circumstances, a Share paid in
connection with a Performance Share under Section 6(e) of the Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(u) "Shares" shall mean shares of common stock of the Company,
$0.05 par value (including the associated Common Stock Purchase Rights),
and such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.
(v) "Stock Appreciation Right" shall mean any right granted
under Section 6(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by
those members of the Board of Directors of the Company who qualify as
"disinterested persons" under Rule 16b-3. Subject to the terms of the
Plan and applicable laws and without limitation by reason of enumeration,
the Committee shall have full discretionary power and authority to: (i)
designate Participating Key Employees; (ii) determine the type or types of
Awards to be granted to each Participating Key Employee under the Plan;
(iii) determine the number of Shares to be covered by (or with respect to
which payments, rights or other matters are to be calculated in connection
with) Awards granted to Participating Key Employees; (iv) determine the
terms and conditions of any Award granted to a Participating Key Employee;
(v) determine whether, to what extent and under what circumstances Awards
granted to Participating Key Employees may be settled or exercised in
cash, Shares, other securities, other Awards or other property, and the
method or methods by which Awards may be settled, exercised, canceled,
forfeited or suspended; (vi) determine whether, to what extent and under
what circumstances cash, Shares, other Awards and other amounts payable
with respect to an Award granted to Participating Key Employees under the
Plan shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the
Plan (including, without limitation, any Award Agreement); (viii)
establish, amend, suspend or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of
the Plan; and (ix) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of
the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time or from time to time, and shall
be final, conclusive and binding upon all Persons, including the Company,
any Affiliate, any Participating Key Employee, any holder or beneficiary
of any Award, any shareholder and any employee of the Company or of any
Affiliate.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Awards may be granted under the Plan shall be
250,000, subject to the limitations set forth in Section 6(c)(i).
(ii) Accounting for Awards. The number of Shares covered
by an Award under the Plan, or to which such Award relates, shall be
counted on the date of grant of such Award against the number of
Shares available for granting Awards under the Plan.
(iii) Sources of Shares Deliverable Under Awards. Any
Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan; (ii) the number and type of Shares subject to
outstanding Awards; and (iii) the grant, purchase or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b) of the Code (or any successor
provision thereto); and provided further that the number of Shares subject
to any Award payable or denominated in Shares shall always be a whole
number.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
Section 6. Awards
(a) Option Awards. The Committee is hereby authorized to grant
Options to Key Employees with the terms and conditions as set forth below
and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee shall
determine in its discretion.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by
the Committee; provided, however, that such exercise price shall not
be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be fixed
by the Committee; provided, however, that in no event shall the term
of any Option exceed a period of seven years from the date of its
grant.
(iii) Exercisability and Method of Exercise. An Option
shall become exercisable in such manner and within such period or
periods and in such installments or otherwise as shall be determined
by the Committee. The Committee also shall determine the method or
methods by which, and the form or forms, including, without
limitation, cash, Shares, other securities, other Awards, other
property or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price, in which
payment of the exercise price with respect to any Option may be made
or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code (or any successor provision
thereto) and any regulations promulgated thereunder. Notwithstanding
any provision in the Plan to the contrary, no Incentive Stock Option
may be granted hereunder after the tenth anniversary of the adoption
of the Plan by the Board of Directors of the Company.
(b) Stock Appreciation Right Awards. The Committee is hereby
authorized to grant Stock Appreciation Rights to Key Employees. Subject
to the terms of the Plan and any applicable Award Agreement, a Stock
Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive, upon exercise thereof, the excess of (i) the
Fair Market Value of one Share on the date of exercise over (ii) the grant
price of the Stock Appreciation Right as specified by the Committee, which
shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. Subject to the terms of
the Plan, the grant price, term, methods of exercise, methods of
settlement (including whether the Participating Key Employee will be paid
in cash, Shares, other securities, other Awards, or other property or any
combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee in its
discretion. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem appropriate,
including, without limitation, restricting the time of exercise of the
Stock Appreciation Right to specified periods as may be necessary to
satisfy the requirements of Rule 16b-3.
(c) Restricted Stock Awards.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock to Key Employees; provided, however, that
the aggregate number of Shares of Restricted Stock granted under the
Plan to all Participating Key Employees as a group shall not exceed
25,000 Shares (such number of Shares subject to adjustment in
accordance with the terms of Section 4(b) hereof) of the total number
of Shares available for Awards under Section 4(a)(i).
(ii) Restrictions. Shares of Restricted Stock granted to
Participating Key Employees shall be subject to such restrictions as
the Committee may impose in its discretion (including, without
limitation, any limitation on the right to vote a Share of Restricted
Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise, as the
Committee may deem appropriate in its discretion.
(iii) Registration. Any Restricted Stock granted under
the Plan to a Participating Key Employee may be evidenced in such
manner as the Committee may deem appropriate in its discretion,
including, without limitation, book-entry registration or issuance of
a stock certificate or certificates. In the event any stock
certificate is issued in respect of Shares of Restricted Stock
granted under the Plan to a Participating Key Employee, such
certificate shall be registered in the name of the Participating Key
Employee and shall bear an appropriate legend (as determined by the
Committee) referring to the terms, conditions and restrictions
applicable to such Restricted Stock.
(iv) Payment of Restricted Stock. At the end of the
applicable restriction period relating to Restricted Stock granted to
a Participating Key Employee, one or more stock certificates for the
appropriate number of Shares, free of restrictions imposed under the
Plan, shall be delivered to the Participating Key Employee or, if the
Participating Key Employee received stock certificates representing
the Restricted Stock at the time of grant, the legends placed on such
certificates shall be removed.
(v) Forfeiture. Except as otherwise determined by the
Committee in its discretion, upon termination of employment of a
Participating Key Employee (as determined under criteria established
by the Committee in its discretion) for any reason during the
applicable restriction period, all Shares of Restricted Stock still
subject to restriction shall be forfeited by the Participating Key
Employee; provided, however, that the Committee may, when it finds
that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to
Shares of Restricted Stock held by a Participating Key Employee.
(d) Performance Share Awards.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Performance Shares to Key Employees.
(ii) Performance Goals and Other Terms. The Committee
shall determine in its discretion the Performance Period, the
performance goal or goals to be achieved during any Performance
Period, the proportion of payments, if any, to be made for
performance between the minimum and full performance levels, the
restrictions applicable to Shares of Restricted Stock received upon
payment of Performance Shares if Performance Shares are paid in such
manner, and any other terms, conditions and rights relating to a
grant of Performance Shares. Performance goals established by the
Committee may be based on one or more measures such as return on
shareholders' equity, earnings or any other standard or standards
deemed relevant by the Committee, measured internally or relative to
other organizations and before or after extraordinary items.
(iii) Rights and Benefits During the Performance
Period. The Committee may provide that, during a Performance Period,
a Participating Key Employee shall be paid cash amounts, with respect
to each Performance Share held by such Participating Key Employee, in
the same manner, at the same time, and in the same amount paid, as a
cash dividend on a Share. Participating Key Employees shall have no
voting rights with respect to Performance Shares held by them.
(iv) Adjustments with Respect to Performance Shares. Any
other provision of the Plan to the contrary notwithstanding, the
Committee may in its discretion at any time or from time to time
adjust performance goals (up or down) and minimum or full performance
levels (and any intermediate levels and proportion of payments
related thereto), adjust the manner in which performance goals are
measured, or shorten any Performance Period or waive in whole or in
part any or all remaining restrictions with respect to Shares of
Restricted Stock issued in payment of Performance Shares, if the
Committee determines that conditions, including but not limited to,
changes in the economy, changes in competitive conditions, changes in
laws or governmental regulations, changes in generally accepted
accounting principles, changes in the Company's accounting policies,
acquisitions or dispositions by the Company or its Affiliates, or the
occurrence of other unusual, unforeseen or extraordinary events, so
warrant.
(v) Payment of Performance Shares. As soon as is
reasonably practicable following the end of the applicable
Performance Period, one or more certificates representing the number
of Shares equal to the number of Performance Shares payable shall be
registered in the name of and delivered to the Participating Key
Employee; provided, however, that any Shares of Restricted Stock
payable in connection with Performance Shares shall, pending the
expiration, lapse, or waiver of the applicable restrictions, be
evidenced in the manner as set forth in Section 6(c)(iii) hereof.
(e) General.
(i) No Consideration for Awards. Awards shall be granted
to Participating Key Employees for no cash consideration unless
otherwise determined by the Committee.
(ii) Award Agreements. Each Award granted under the Plan
shall be evidenced by an Award Agreement in such form (consistent
with the terms of the Plan) as shall have been approved by the
Committee.
(iii) Awards May Be Granted Separately or Together.
Awards to Participating Key Employees under the Plan may be granted
either alone or in addition to, in tandem with, or in substitution
for, any other Award or any award granted under any other plan of the
Company or any Affiliate. Awards granted in addition to, or in
tandem with, other Awards, or in addition to, or in tandem with,
awards granted under any other plan of the Company or any Affiliate,
may be granted either at the same time as or at a different time from
the grant of such other Awards or awards.
(iv) Forms of Payment Under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant,
exercise or payment of an Award to a Participating Key Employee may
be made in such form or forms as the Committee shall determine, and
may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee in its discretion. Such rules and
procedures may include, without limitation, provisions for the
payment or crediting of interest on installment or deferred payments.
(v) Limits on Transfer of Awards. No Award (other than
Released Securities), and no right under any such Award, shall be
assignable, alienable, saleable or transferable by a Participating
Key Employee otherwise than by will or by the laws of descent and
distribution (or, in the case of an Award of Restricted Securities,
to the Company); provided, however, that a Participating Key Employee
at the discretion of the Committee may be entitled, in the manner
established by the Committee, to designate a beneficiary or
beneficiaries to exercise his or her rights, and to receive any
property distributable, with respect to any Award upon the death of
the Participating Key Employee. Each Award, and each right under any
Award, shall be exercisable, during the lifetime of the Participating
Key Employee, only by such individual or, if permissible under
applicable law, by such individual's guardian or legal
representative. No Award (other than Released Securities), and no
right under any such Award, may be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(vi) Term of Awards. Except as otherwise provided in the
Plan, the term of each Award shall be for such period as may be
determined by the Committee.
(vii) Rule 16b-3 Six-Month Limitations. To the extent
required in order to comply with Rule 16b-3 only, any equity security
offered pursuant to the Plan may not be sold for at least six months
after acquisition, except in the case of death or disability, and any
derivative security issued pursuant to the Plan shall not be
exercisable for at least six months, except in case of death or
disability of the holder thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned or attributed to them under Rule 16b-3.
(viii) Share Certificates; Representation. In addition
to the restrictions imposed pursuant to Section 6(c) and Section 6(d)
hereof, all certificates for Shares delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other
requirements of the Commission, Nasdaq Stock Market or any stock
exchange or other market upon which such Shares are then listed or
traded, and any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. The
Committee may require each Participating Key Employee, or other
Person who acquires Shares under the Plan by means of an Award
originally made to a Participating Key Employee to represent to the
Company in writing that such Participating Key Employee, or other
Person is acquiring the Shares without a view to the distribution
thereof.
Section 7. Amendment and Termination of the Plan; Correction of
Defects and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue or terminate the Plan; provided, however, that shareholder
approval of any amendment of the Plan shall also be obtained if otherwise
required by: (i) the rules and/or regulations promulgated under Section 16
of the Exchange Act (in order for the Plan to remain qualified under Rule
16b-3); (ii) the Code or any rules promulgated thereunder (in order to
allow for Incentive Stock Options to be granted under the Plan); or (iii)
the quotation or listing requirements of the Nasdaq National Market or any
principal securities exchange or market on which the Shares are then
traded (in order to maintain the quotation or listing of the Shares
thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees with respect to Awards previously granted to
them, and all unexpired Awards shall continue in force and effect after
termination of the Plan except as they may lapse or be terminated by their
own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may in its discretion correct any defect, supply any omission or
reconcile any inconsistency in any Award or Award Agreement in the manner
and to the extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of
Key Employees, Participating Key Employees or holders or beneficiaries of
Awards under the Plan. The terms and conditions of Awards need not be the
same with respect to each Participating Key Employee.
(b) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of a Participating Key
Employee for federal income tax purposes with respect to any Award under
the Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations arising with respect to Awards to
Participating Key Employees under the Plan may be settled with Shares
previously owned by the Participating Key Employee; provided, however,
that the Participating Key Employee may not settle such obligations with
Shares that are part of, or are received upon exercise of, the Award that
gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and
the Company and any Affiliate shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment otherwise due to the
Participating Key Employee. The Committee may establish such procedures
as it deems appropriate for the settling of withholding obligations with
Shares, including, without limitation, the establishment of such
procedures as may be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement. Except for rights accorded under the Plan and
under any applicable Award Agreement, Participating Key Employees shall
have no rights as holders of Shares as a result of the granting of Awards
hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined
by the Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company or the
Committee and any Participating Key Employee or other Person. To the
extent any Person holds any right by virtue of a grant under the Plan,
such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.
(f) Governing Law. The validity, construction and effect of
the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the internal laws of the State of Wisconsin
and applicable federal law.
(g) Severability. If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan, any Award Agreement or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Award Agreement
or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan, any such Award Agreement
and any such Award shall remain in full force and effect.
(h) No Fractional Shares. No fractional Shares or other
securities shall be issued or delivered pursuant to the Plan, any Award
Agreement or any Award, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective as of January 30, 1995 subject to
shareholder approval of the Plan within 12 months following the date of
adoption of the Plan by the Board of Directors, and all Awards granted
under the Plan prior to the date of shareholder approval shall be subject
to such approval and the effective date of such Award grants shall be
deemed to be the date of such shareholder approval.
Section 10. Term of the Plan
No Award shall be granted under the Plan following the fifth
anniversary of its effective date. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond such date and, to the extent set
forth in the Plan, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Award, or to waive any
conditions or restrictions with respect to any such Award, and the
authority of the Board of Directors of the Company to amend the Plan,
shall extend beyond such date.
<PAGE>
SCHULTZ SAV-O STORES, INC.
1995 ANNUAL MEETING OF SHAREHOLDERS - MAY 10, 1995
P R O X Y
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY USING THE
ENCLOSED ENVELOPE
PLEASE DO NOT FOLD
The undersigned hereby appoints James H. Dickelman and John H. Dahly, and
each or either of them as proxies, each with the power to appoint his
substitute, and hereby authorizes each or either of them to represent and
to vote, as designated below, all the shares of Common Stock of Schultz
Sav-O Stores, Inc. held of record by the undersigned on March 22, 1995 at
the 1995 annual meeting of shareholders scheduled to be held on May 10,
1995 and any adjournment thereof.
1. Election of Directors.
[_] FOR all nominees [_] WITHHOLD AUTHORITY to
listed below (except vote for all nominees
as marked to the listed below.
contrary below).
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
JAMES H. DICKELMAN, THOMAS H. FOX AND BERNARD S. KUBALE
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
__________________________________________________________________________
(continued on reverse side)
<PAGE>
(continued from reverse side)
2. Approval of the Schultz Sav-O-Stores, Inc. 1995 Equity Incentive Plan
[_] FOR [_] AGAINST [_] ABSTAIN
3. Ratification of Arthur Andersen LLP as the Company's 1995 independent
auditors.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, upon such other business as may properly come
before the meeting and at any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR the three specified director nominees, FOR
approval of the Schultz Sav-O-Stores, Inc. 1995 Equity Incentive Plan, FOR
the ratification of Arthur Andersen LLP as the Company's 1995 independent
auditors, and on such other business as may properly come before the
meeting in accordance with the best judgment of the proxies named herein.
Dated: _________________________, 1995
____________________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give your full title as
such. If a corporation, please sign in full
corporate name by the president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
