<PAGE>
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 the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FUQUA ENTERPRISES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $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:
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Notes:
<PAGE>
(FUQUA LOGO)
FUQUA ENTERPRISES, INC.
One Atlantic Center
Suite 5000
1201 W. Peachtree Street, N.W.
Atlanta, Georgia 30309
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 3, 1997
________________________________________
The Annual Meeting of Stockholders of Fuqua Enterprises, Inc. ("Fuqua"), a
Delaware corporation, will be held at the offices of Fuqua, One Atlantic Center,
Suite 5000, 1201 W. Peachtree Street, N.W., Atlanta, Georgia, 30309 on May 3,
1997 at 9:30 a.m. local time, for the purpose of electing nine directors.
THE FORM OF PROXY ENCLOSED PROVIDES THAT NO OTHER MATTERS MAY BE CONSIDERED OR
ACTED UPON AT THE MEETING.
The Board of Directors has fixed the close of business on March 14, 1997 as
the record date. Only stockholders of record at the close of business on that
date will be entitled to notice of and to vote at the meeting. A list of
stockholders entitled to vote at the meeting will be available for inspection by
any stockholder on or after April 15, 1997 during ordinary business hours at the
offices of Fuqua.
WE URGE YOU TO MARK YOUR PROXY, SIGN, DATE AND RETURN IT IN THE ENCLOSED
ENVELOPE AS PROMPTLY AS POSSIBLE.
BY ORDER OF THE BOARD OF DIRECTORS
MILDRED H. HUTCHESON
Corporate Secretary
Atlanta, Georgia
March 28, 1997
<PAGE>
FUQUA ENTERPRISES, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 1997
------------
This Proxy Statement is furnished in connection with the solicitation
of proxies, in the accompanying form, by the Board of Directors of FUQUA
ENTERPRISES, INC. ("Fuqua" or the "Corporation") for use at the Annual
Meeting of Stockholders of Fuqua (the "Meeting") to be held at the executive
offices of Fuqua, One Atlantic Center, Suite 5000, 1201 W. Peachtree St.,
N.W., Atlanta, Georgia 30309, on Saturday, May 3, 1997 at 9:30 a.m. local
time and any and all adjournments thereof.
Any proxy given pursuant to this solicitation may be revoked before it
is voted by notifying the Corporate Secretary of Fuqua in writing at Fuqua's
executive offices. In addition, any proxy may be revoked before it is voted
by a duly executed and delivered proxy bearing a later date or by attendance
at the Meeting and voting in person. Unless otherwise specified in the
proxy, shares represented by proxies will be voted for the election of the
nominees listed herein.
On or about March 28, 1997, this Proxy Statement and the accompanying
form of proxy will be mailed to each stockholder of record as of the close
of business on March 14, 1997.
VOTING
Only stockholders of record at the close of business on March 14, 1997
(the "Record Date") are entitled to vote at the Meeting. As of the Record
Date, Fuqua had outstanding and entitled to vote 4,478,847 shares of its
common stock, par value $2.50 per share ("Common Stock"), each share of
which is entitled to one vote on the proposal at the Meeting.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock is necessary to constitute a quorum at the Meeting.
In counting the votes to determine whether a quorum exists at the meeting,
the greatest number of all votes cast "for" or "against", as well as any
abstentions (including instructions to withhold authority to vote) and any
broker non-votes (which occur when shares held by brokers or nominees for
beneficial owners are voted on some matters but not on others), will be
used.
In voting with regard to the election of directors, stockholders may
vote in favor of all nominees, withhold their votes as to all nominees or
withhold their votes as to specific nominees. In accordance with Delaware
law (under which Fuqua is organized) and Fuqua's Certificate of
Incorporation, directors will be elected by a plurality of the votes cast by
the holders of shares entitled to vote, provided a quorum is present. As a
result, votes that are withheld and any broker non-votes will have no effect
on the outcome of the election of directors.
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, nine directors will be elected to hold office for a term of
one year or until their successors are elected and qualified. Unless contrary
instructions are given, the proxies given pursuant to this solicitation will be
voted for the nine nominees listed herein. If for any reason a nominee is
unable to serve, the proxies may substitute a nominee proposed by the Board of
Directors of Fuqua.
NOMINEES
The names of the nominees, together with certain information furnished by
them, are as follows:
J. B. FUQUA, age 78, has been Chairman of the Board of Fuqua since April
1989 and is a member of the Executive Committee. From July 1989 to March 1991,
he served as Senior Chairman of Fuqua Industries, Inc., a diversified holding
company; prior to that he was the Chairman of the Board and Chief Executive
Officer of Fuqua Industries, Inc. from September 1965 to July 1989.
J. REX FUQUA, age 47, has been Vice Chairman of the Board of Fuqua since
August 1, 1995. He has served as a director of Fuqua since April 1989 and is a
member of the Executive Committee. Since 1985, he has been President and Chief
Executive Officer of Realan Capital Corporation, a privately-held investment
corporation headquartered in Atlanta, Georgia. He also serves as President of
Fuqua Capital Corporation, a privately-held investment management corporation
owned by J. Rex Fuqua and J. B. Fuqua. He is the son of J. B. Fuqua, Chairman
of the Board of Fuqua. He also is a director of Aaron Rents, Inc., a leading
furniture rental company located in Atlanta, Georgia.
W. CLAY HAMNER, age 51, has been a director of Fuqua since April 1989 and
is a member of the Audit and Stock Option Committees. Since 1986, he has been
President and Chief Executive Officer of Montrose Capital Corporation, a
privately-held investment corporation headquartered in Durham, North Carolina.
Montrose Capital Corporation and its affiliates invest in special equity
situations, venture capital and real estate. He is also a director of Wendy's
International, Inc., a fast food chain.
FRANK W. HULSE IV, age 49, has been a director of Fuqua since April 1994
and is a member of the Audit and Stock Option Committees. Since February 1983,
he has been a principal in River Capital, Inc., a privately-held investment
corporation located in Atlanta, Georgia, which acquires operating companies
throughout the South.
LAWRENCE P. KLAMON, age 60, has been President and Chief Executive Officer
of Fuqua since August 1, 1995, and a director of Fuqua since July 1995. He is
also a member of the Executive Committee. From 1991 to July 1995, he was Senior
Counsel of Alston & Bird, a prominent Atlanta law firm. From 1967 to 1991, he
was associated with Fuqua Industries, Inc., a diversified holding company,
rising from General Counsel to President and Chief Executive Officer. He also
served as a director of Fuqua Industries, Inc. from 1979 to 1991.
RICHARD C. LAROCHELLE, age 51, has been a director of Fuqua since January
1992. He has been Chief Executive Officer of Fuqua's wholly-owned subsidiary,
Irving Tanning Company ("Irving"), a manufacturer of leather located in
Hartland, Maine, since January 1992, and President of Irving since August 1982.
2
<PAGE>
GENE J. MINOTTO, age 63, has been a director of Fuqua since November 1995,
when Fuqua acquired Basic American Medical Products, Inc. ("Basic"). Since
1976, he has been President and Chief Executive Officer of Basic, a subsidiary
of Fuqua. Basic is a manufacturer and distributor of furniture, equipment and
patient aids for the long-time care, home care and acute care markets.
CLARK L. REED, JR., age 55, has been a director of Fuqua since October 1990
and is a member of the Stock Option Committee. He has been a private investor
since August 1996. From July 1994 to August 1996, he served as Vice Chairman of
the Board of United American Bank, Memphis, Tennessee. From November 1993 to
July 1994, he was a private investor. From July 1982 to November 1993, he
served as President and Chief Executive Officer of Synovus Securities, Inc.
("Synovus"), a full service brokerage firm located in Columbus, Georgia and an
affiliate of Synovus Financial Corp., a regional investment banker. See "Other
Matters" regarding Mr. Reed's involvement in certain legal matters.
D. RAYMOND RIDDLE, age 63, has been a director of Fuqua since May 1993 and
is a member of the Audit Committee. On January 31, 1996, he retired as Chairman
of the Board from National Service Industries, Inc. ("National"), a diversified
holding company located in Atlanta, Georgia. From September 1994 to January
1996, he served as Chairman of the Board of National and prior to that, from
January 1993 to September 1994, he served as President and Chief Executive
Officer and a member of the Board of Directors of National. From 1987 to
January 1993 he served as President and Chief Executive Officer and a director
of Wachovia Corporation of Georgia and its lead bank, Wachovia Bank of Georgia,
N.A., subsidiaries of Wachovia Corp., a regional bank holding company. He is
also a director of Atlanta Gas Light Company, a gas utility distributor,
Atlantic American Corporation, an insurance holding company, and Equifax, Inc.,
an information service company. All three companies are located in Atlanta,
Georgia.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH ABOVE.
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
During the year ended December 31, 1996, the Board of Directors held four
meetings and took four actions by unanimous written consent. All directors
attended 75% or more of the combined total of the Board of Directors meetings
and of the committee meetings on which they served.
The Board of Directors has an Audit Committee, Executive Committee and a
Stock Option Committee. The Board has no Compensation Committee or Nominating
Committee.
The Audit Committee (a) recommends independent public accountants to act as
auditors, (b) considers the scope and preparation of the audit and (c) considers
other matters relating to the audit and financial statements. The Audit
Committee is composed of Messrs. W. Clay Hamner, Frank W. Hulse IV and D.
Raymond Riddle. The Audit Committee held two meetings during 1996.
The Executive Committee, which is composed of Messrs. J. B. Fuqua, J. Rex
Fuqua and Lawrence P. Klamon, may exercise all of the powers of the Board of
Directors in the management of the business and affairs of Fuqua. All actions
taken by the Executive Committee are reported to the Board of Directors at its
next meeting for their consideration, ratification and approval. During 1996,
the Executive Committee did not hold any meetings, but took 24 actions by
unanimous written consent, all of which were subsequently ratified by the Board
of Directors.
3
<PAGE>
The Stock Option Committee administers the 1989 and 1992 Stock Option Plans
and the 1995 Long-Term Incentive Plan, and is authorized, on behalf of Fuqua, to
grant stock options under such plans. The Stock Option Committee is composed of
Messrs. W. Clay Hamner, Frank W. Hulse IV and Clark L. Reed, Jr. The Stock
Option Committee did not hold any meetings in 1996, but took five actions by
unanimous written consent, all of which were subsequently ratified by the Board
of Directors.
FEES FOR DIRECTORS
Directors of Fuqua, who are not executive officers of Fuqua, receive an
annual director's fee of $12,000. Directors who are members of the Audit or
Stock Option Committees receive an additional fee of $3,000 per annum for each
committee on which they serve. Additionally, each of Fuqua's outside directors
receives, on an annual basis, an option to purchase 1,000 shares of Common Stock
under the 1995 Stock Option Plan for Outside Directors.
OWNERSHIP OF COMMON STOCK
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
Fuqua's directors, nominees and executive officers named in the Summary
Compensation Table (and all present directors and executive officers as a group)
have beneficial ownership of the number of shares of Common Stock indicated in
the following table and its footnotes. Unless otherwise indicated in the
footnotes, each such individual has sole voting and investment power with
respect to the shares set forth in the table.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
========================================================================================================================
COMMON STOCK
BENEFICIALLY OWNED AS PERCENT OF
NAME AND ADDRESS/(1)/ AND /(6)/ OF MARCH 14, 1997 CLASS
========================================================================================================================
<S> <C> <C>
J. B. Fuqua/(2)/ 1,129,615 25.22%
J. Rex Fuqua/(3)/ 745,840 16.65%
W. Clay Hamner/(5)/ 2,272 *
Frank W. Hulse IV/(5)/ 6,000 *
John J. Huntz, Jr./(4)/ 9,350 *
Lawrence P. Klamon/(4)/ 126,000 2.70%
Richard C. Larochelle/(4)/ 32,450 *
Gene J. Minotto/(4)/ 633,333 13.56%
Brady W. Mullinax, Jr./(4)/ 8,250 *
Clark L. Reed, Jr./(5)/ 3,000 *
D. Raymond Riddle/(5)/ 4,000 *
All present Directors and Executive Officers as a Group,
including those named above (11 persons) 2,264,412 48.49%
*Less than 1% of class.
========================================================================================================================
</TABLE>
(1) Each person listed has an address in care of Fuqua, One Atlantic Center,
Suite 5000, 1201 W. Peachtree Street, NW, Atlanta, Georgia 30309.
(2) Of the shares shown for J. B. Fuqua, 321,685 shares are held by two trusts
for the benefit of grandchildren of Mr. Fuqua (who are children of J. Rex
Fuqua) of which J. B. Fuqua is the trustee; and 69,698 shares are held by
The J. B. Fuqua Foundation, Inc., a charitable corporation of which J. B.
Fuqua is a director and officer. J. B. Fuqua has shared voting and
investment power with respect to the shares held by such foundation. J. B.
Fuqua also shares voting
4
<PAGE>
and investment power with J. Rex Fuqua for 366,000 shares held by Fuqua
Holdings I, L.P., (the "Partnership") as a result of his status as an
officer and director of Fuqua Holdings, Inc. ("Holdings"), the general
partner of the Partnership. The shares are not duplicated in the
percentage calculations for officers and directors as a group.
(3) Of the shares shown for J. Rex Fuqua, he shares voting and investment power
with J. B. Fuqua for 366,000 shares held by the Partnership as a result of
his status as an officer and director of Holdings, the general partner of
the Partnership. Also, 69,698 shares are held by The J. B. Fuqua
Foundation, Inc. of which he is a director and officer. He has shared
voting and investment power with respect to the shares owned by such
foundation. The shares are not duplicated in the percentage calculations
for officers and directors as a group.
(4) The number of shares shown for Messrs. Huntz, Klamon, Larochelle, Minotto
and Mullinax includes 8,250 shares, 125,000 shares, 12,250 shares, 33,333
shares and 8,250 shares, respectively, which are issuable upon exercise of
presently exercisable stock options, and the number of shares shown for
directors and executive officers as a group includes an aggregate of
191,083 shares which are issuable upon exercise of options which are
presently exercisable or which become exercisable within the next 60 days.
(5) The number of shares shown for Messrs. Hamner, Hulse, Reed and Riddle
includes 1,000 shares each which are issuable upon exercise of presently
exercisable stock options granted pursuant to the 1995 Stock Option Plan
for Outside Directors.
(6) Under the securities laws of the United States, Fuqua's directors and
executive officers, and any persons holding more than 10 percent of Fuqua's
Common Stock, are required to report their ownership of Fuqua's Common
Stock and any changes in that ownership, on a timely basis, to the
Securities and Exchange Commission. Based on material provided to Fuqua,
all such required reports were filed on a timely basis in 1996.
OWNERSHIP OF COMMON STOCK BY CERTAIN HOLDERS
The following table sets forth the name and address of each person (other
than those persons listed in the table appearing under "-- Common Stock Owned by
Directors and Executive Officers") known to Fuqua to be the beneficial owner of
more than five percent (5%) of the outstanding shares of Common Stock, the
number of shares beneficially owned and the percent of Common Stock held by such
investor.
OWNERSHIP OF COMMON STOCK BY CERTAIN HOLDERS
<TABLE>
<CAPTION>
================================================================================
COMMON STOCK PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
================================================================================
<S> <C> <C>
Fuqua Holdings - I, L.P./(1)/ 366,000 8.17%
One Atlantic Center, Suite 5000
1201 W. Peachtree Street, NW
Atlanta, GA 30309
Marvin Schwartz/(2)/ 288,600 6.44%
c/o Neuberger & Berman
11 Broadway
New York, New York 10004
================================================================================
</TABLE>
(1) Fuqua Holdings, Inc., the general partner of Fuqua Holdings - I, L.P. (the
"Partnership"), may also be deemed to own beneficially (through the power
of its sole directors, officers and shareholders, J. B. Fuqua and J. Rex
Fuqua, to direct the voting and disposition thereof) the 366,000 shares of
Common Stock shown as beneficially owned by the Partnership. See "--Common
Stock Owned by Directors and Executive Officers" for information regarding
the beneficial ownership of such shares of Common Stock by J. B. Fuqua and
J. Rex Fuqua.
(2) Information with respect to Marvin Schwartz, a general partner of Neuberger
& Berman, a limited partnership organized under the laws of New York, has
been obtained from a Schedule 13D filed on behalf of Mr. Schwartz on
October 23, 1996. The schedule reports Mr. Schwartz has sole voting power
over 120,900 shares and shared dispositive power over 167,700 shares of the
total shares listed above.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth all cash compensation paid or accrued by
Fuqua to the Chairman of the Board, the Vice Chairman, the Chief Executive
Officer and two other executive officers of Fuqua as well as the total
compensation paid to each individual in the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
==========================================================================================================================
LONG TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME & COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
=======================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. B. Fuqua, Chairman of 1996 50,000 2,602/(1)/
the Board 1995 108,333 72,000/(2)/ 8,135/(3)/
1994 150,000 72,000/(2)/
J. Rex Fuqua, Vice/(4)/ 1996 160,000 185/(1)/
Chairman of the Board 1995 66,667 12,000/(2)/ 7,600/(5)/
1994 12,000/(2)/ 12,000/(5)/
Lawrence P. Klamon/(6)/ 1996 280,000 100,000 19,158/(7)/
Director, President & 1995 116,667 50,000 125,000 4,008/(7)/
Chief Executive Officer 1994
John J. Huntz, Jr./(8)/ 1996 190,000 95,000 5,000 16,009/(7)/
Executive Vice President 1995 172,500 57,000 15,000 1,262/(7)/
& Chief Operating Officer 1994 137,500 10,000 10,000 1,268/(7)/
Brady W.
Mullinax, Jr./(8)/ 1996 175,000 87,500 5,000 15,789/(7)/
Vice President-Finance, 1995 166,250 52,500 10,000 1,118/(7)/
Treasurer & Chief Finan- 1994 154,500 10,000 10,000 1,874/(7)/
cial Officer
======================================================================================================================
</TABLE>
(1) Consists of amounts reimbursed for spouse travel and amounts contributed by
Fuqua to Fuqua's Savings and Retirement Plan.
(2) J. Rex Fuqua was a director of Fuqua's former subsidiary, American Southern
Insurance Company ("American Southern") and received $12,000 for serving on
its Board of Directors. In addition, J. B. Fuqua, also a director of
American Southern, did not receive a director's fee but received $72,000
for services as a management and investment consultant.
(3) Includes use of automobile provided by American Southern and amounts
reimbursed for spouse travel.
(4) J. Rex Fuqua's employment began August 1, 1995 at an annual salary of
$160,000.
(5) Consists of director's fee and amounts reimbursed for spouse travel.
(6) Mr. Klamon's employment began August 1, 1995 at an annual salary of
$280,000.
(7) Consists of life insurance premiums, automobile allowances paid by Fuqua,
amounts reimbursed for spouse travel and amounts contributed by Fuqua to
Fuqua's Savings and Retirement Plan.
(8) Mr. Huntz's and Mr. Mullinax's employment began February 1, 1994 and March
30, 1994, respectively, at an annual salary rate of $150,000. For the
three month period prior to March 30, 1994, Mr. Mullinax received $42,000
for his services as a consultant to Fuqua.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
In 1996, the Stock Option Committee granted options totaling 146,400 shares
of Common Stock under Fuqua's 1995 Long-Term Incentive Plan, of which 10,000
shares were granted to executive officers. The following table contains
information concerning the grant of stock options in 1996 to the executive
officers named in the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
=========================================================================================================================
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- ------------------------------------------------------------------------------------ AT ASSUMED ANNUAL RATES
% EXERCISE OF STOCK PRICE APPRECIATION
OPTIONS OF TOTAL OPTIONS GRANTED OR FOR OPTION TERM/(2)/
GRANTED TO EMPLOYEES IN FISCAL BASE PRICE EXPIRATION -------------------------------------
NAME (#) YEAR ($/SHARE)/(1)/ DATE 5% ($) 10% ($)
(A) (B) (C) (D) (E) (F) (G)
=========================================================================================================================
<S> <C> <C> <C> <C> <C>
John J. 5,000 3.42% 21.25 3-4-01 29,360 64,825
Huntz, Jr.
Brady W. 5,000 3.42% 21.25 3-4-01 29,360 64,825
Mullinax, Jr.
=========================================================================================================================
</TABLE>
(1) The option holder has the right to pay the exercise price by delivering
previously acquired shares of Fuqua's Common Stock, and to have shares
withheld to satisfy withholding requirements in connection with the
exercise of options. Options are non-transferrable other than by will or
the laws of descent and distribution. The options vest at the rate of 25%
annually over a four year period.
(2) The Potential Realizable Value set forth in the table is mandated by the
rules of the Securities and Exchange Commission. Fuqua does not assure
that these rates of appreciation will be achieved over the terms of the
options. However, any appreciation achieved will benefit all Fuqua
stockholders.
<PAGE>
OPTION EXERCISES IN LAST FISCAL YEAR
The following table sets forth information in regard to the executive
officers named in the Summary Compensation Table with respect to option
exercises during 1996 and fiscal year end option values:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTIONS VALUES
<TABLE>
<CAPTION>
===========================================================================================================
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY
SHARES AT FISCAL YEAR-END OPTIONS AT
ACQUIRED (#) FISCAL YEAR-END ($)
ON VALUE ------ -----
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)* UNEXERCISABLE UNEXERCISABLE
===========================================================================================================
<S> <C> <C> <C> <C>
J. B. Fuqua - - - -
J. Rex Fuqua - - - -
Lawrence P. Klamon - - 125,000 E 453,125 E
- U - U
John J. Huntz, Jr. - - 8,250 E 28,468 E
21,750 U 75,281 U
Brady W. Mullinax, Jr. - - 8,250 E 27,219 E
16,750 U 56,531 U
===========================================================================================================
</TABLE>
* Values are calculated by subtracting the exercise price from the fair
market value of the stock at year end.
7
<PAGE>
COMPENSATION COMMITTEE AND INTERLOCKS AND INSIDER PARTICIPATION
Fuqua does not have a Compensation Committee of the Board of Directors.
The Board of Directors establishes the compensation of the Chairman of the
Board, the Vice Chairman, and the President and Chief Executive Officer, after
considering the recommendations of the Executive Committee of the Board of
Directors. The Chairman, the Vice Chairman, and the President and Chief
Executive Officer, acting jointly, make decisions regarding the compensation of
other executive officers of Fuqua, which decisions are submitted for
ratification and approval to the Executive Committee and by the Board of
Directors. During the last fiscal year, J. B. Fuqua, J. Rex Fuqua, Lawrence P.
Klamon and Richard C. Larochelle, each of whom was a director and an officer of
either Fuqua or one of its subsidiaries, participated in deliberations of the
Board of Directors concerning executive officer compensation. Stock options are
granted by the Stock Option Committee based upon recommendations of the
Executive Committee.
See also "Transactions with Management", which information is incorporated
herein by reference.
REPORT ON EXECUTIVE COMPENSATION
The following report is not subject to incorporation by reference in any
filings heretofore or hereafter made by Fuqua under the Securities Act of 1933,
as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the Exchange Act").
Executive Compensation Policy: Fuqua's overall compensation policy is to
attract, retain and motivate highly qualified executives through a combination
of salary, bonus, stock options and benefits that are competitive in the
executive market, commensurate with the challenges and responsibilities of the
individual employee and oriented to reward achievement in the development and
defense of rising corporate financial value and other operational and strategic
objectives of the corporation. Fuqua's policy is to provide a relatively stable
base salary and highly variable bonuses related to achievement of objectives.
Additionally, Fuqua provides stock options, generally with vesting over three to
five years, with an exercise price equal to the market price of Fuqua Common
Stock on the date of grant. Such options are granted for the purposes of
aligning executive motivation with the assumed objectives of the investors (high
return on investment through increasing market value of the Common Stock),
retaining successful executives for long-term commitment, and permitting
executives to share meaningfully in the value that they create for all
stockholders.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to Fuqua's chief executive officer or any of the four most highly
compensated executive officers. Certain performance-based compensation,
however, is specifically exempt from the deduction limit. Fuqua does not have a
policy that requires or encourages the Board of Directors to limit executive
compensation to that deductible under Section 162(m) of the Internal Revenue
Code. If executive compensation should ever approach the deduction limit, the
Board of Directors will consider various alternatives for preserving the
deductibility of compensation payments and benefits to the extent reasonably
practical and to the extent consistent with its other compensation objectives.
The 1995 Long-Term Incentive Plan is designed in such a manner that options
granted thereunder at or above fair market value will not count against the $1
million compensation limit prescribed by Section 162(m).
8
<PAGE>
Compensation of the Chief Executive Officer: Lawrence P. Klamon's base
salary on an annual basis is $280,000 and his bonus for 1996 was $100,000. In
1995, Mr. Klamon was granted an option for 125,000 shares which became
exercisable at the time of grant. The Board of Directors, after considering
recommendations of the Executive Committee, established Mr. Klamon's
compensation package based on their assessment of the current market and the
compensation for an executive of his level of experience and expertise.
BY THE BOARD OF DIRECTORS:
J. B. Fuqua Richard C. Larochelle
J. Rex Fuqua Gene J. Minotto
W. Clay Hamner Clark L. Reed, Jr.
Frank W. Hulse IV D. Raymond Riddle
Lawrence P. Klamon
TRANSACTIONS WITH MANAGEMENT
Pursuant to a Management Agreement ("Agreement") between Fuqua and Fuqua
Capital Corporation ("Capital"), a Georgia corporation, dated as of April 10,
1989, as amended, Capital provides, investment services and performs certain
managerial and administrative duties and receives compensation for its services.
In September 1994, Fuqua amended the Agreement with Capital to extend the term
through June 1, 2000 for a management fee of $360,000 for each year of the
noncancellable term. During 1996, Capital received aggregate payments of
$360,000 under the Agreement. Messrs. J. B. Fuqua and J. Rex Fuqua are the sole
shareholders of Capital.
In October 1994, Fuqua amended its lease for corporate office space to
extend the term for five years. Concurrently, Fuqua entered into a new sublease
with a similar five year term with Capital for the portion of space which
Capital uses. The sublease provides that if Fuqua moves out of the space it
shares with Capital, or there is a change in control of Fuqua, Capital has the
option of taking over the office space now occupied by Fuqua at terms favorable
to Capital.
On November 8, 1995, Fuqua acquired Basic, a privately-held corporation
with its principal office located in Atlanta, Georgia (the "Acquisition"). Mr.
Gene J. Minotto, now a director of Fuqua, is the current President and Chief
Executive Officer and was the majority shareholder of Basic. As part of the
purchase price, Mr. Minotto received $1,329,980 in cash and 600,000 shares of
Fuqua's Common Stock. The shares issued were not registered under the
Securities Act of 1993. Under the terms of the Acquisition, there are demand
and "piggyback" registration rights with respect to these shares. On November
17, 1995, Mr. Minotto was granted an option to purchase 100,000 shares of Common
Stock exercisable over a four year period. Additionally, on November 15, 1995,
Fuqua replaced Mr. Minotto as guarantor under the Unconditional Guarantee of
Performance in favor of Super Sagless, Inc. Mr. Minotto's guarantee, which was
limited to $1,400,000 arose in connection with Basic's acquisition of SSC
Medical, and Fuqua's guarantee is also limited to $1,400,000.
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<PAGE>
COMPANY PERFORMANCE
The following line graph compares Fuqua's cumulative stockholder returns on
an indexed basis with the S&P 500 Stock Index, the Ibbotson Small Company Index
and the Russell 2000 Index assuming reinvestment of dividends during the five
year period ended December 31, 1996.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
====================================================================
1991 1992 1993 1994 1995 1996
====================================================================
<S> <C> <C> <C> <C> <C> <C>
Fuqua Enterprises, Inc. 100 170 228 214 196 255
- --------------------------------------------------------------------
Standard & Poor's 500 Index 100 108 119 120 165 209
- --------------------------------------------------------------------
Ibbotson Small Company Index 100 123 149 153 206 243
- --------------------------------------------------------------------
Russell 2000 Index 100 118 143 140 180 210
====================================================================
</TABLE>
The stock performance graph above assumes that $100 was invested on December 31,
1991 in each of Fuqua, the S&P 500 Index, the Ibbotson Small Company Index and
the Russell 2000 Index. The S&P 500 Index represents the changing value of the
companies participating in the S&P 500 Index. The Ibbotson Small Company Index
represents the changing value of the smallest one-fifth of companies traded on
the New York Stock Exchange, where Fuqua's stock is traded. The Russell 2000
Index represents the changing value of 2,000 public companies that are smaller
than the 1,000 largest. Fuqua is included in both the Russell 2,000 Index and
the Ibbotson Small Company Index.
10
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP, a firm of independent auditors, was engaged by Fuqua to
examine its financial statements for 1996. The appointment of auditors is
approved annually by the Board of Directors. The decision of the Board is based
on the recommendation of the Audit Committee. A representative of Ernst & Young
LLP is expected to be present at the Meeting and will have the opportunity to
make a statement if he desires to do so. He will also be available to respond
to appropriate questions from stockholders.
The Audit Committee plans to make its recommendation to the Board of
Directors regarding the audit firm selection for 1997 at its meeting in August
1997.
STOCKHOLDER PROPOSALS AT FUQUA'S NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholders of Fuqua who intend to submit proposals to Fuqua's
stockholders at Fuqua's next annual meeting of stockholders must submit such
proposals to Fuqua no later than November 28, 1997. Stockholder proposals
should be submitted to Mildred H. Hutcheson, Corporate Secretary, Fuqua
Enterprises, Inc., One Atlantic Center, Suite 5000, 1201 W. Peachtree Street,
N.W., Atlanta, Georgia 30309. In order to be eligible to submit a proposal, a
stockholder must at the time of submission of the proposal be the owner of
record or beneficially of at least $1,000 in market value of securities entitled
to be voted at the meeting and have held such securities for at least one year.
In addition, such stockholder must continue to own securities in at least such
amount through the date on which the next annual meeting is held.
SECTION 16(A) REPORTING
Based solely on a review of the copies of reporting forms furnished to
Fuqua, or written representations that no annual forms (Form 5) were required,
Fuqua believes that, during 1996, all of its officers, directors and 10%
stockholders complied with the reporting requirements of the Securities and
Exchange Commission (the "Commission") regarding their ownership and changes in
the ownership of Common Stock (as required pursuant to Section 16(a) of the
Exchange Act).
OTHER MATTERS
In July 1994, the Commission issued an order initiating an administrative
proceeding against Clark L. Reed, Jr. and his former employer, Synovus
Securities, Inc. ("Synovus"), alleging that from 1988 to 1991 certain of Mr.
Reed's and Synovus's activities were in violation of the federal securities laws
and Commission regulations. Specifically, the Commission claimed that Synovus
and Mr. Reed, in his capacity as President of Synovus, engaged in activities in
connection with municipal securities trades that resulted in customers of
Synovus being deprived of the best price terms for their transactions. Without
admitting or denying the Commission's allegations, Mr. Reed consented to the
Commission's order, was barred from association with any broker, dealer,
municipal securities' dealer, investment adviser or investment company, with a
right to reapply after 18 months, was fined $50,000 and was ordered to cease-
and-desist from further violations.
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<PAGE>
The cost of solicitation of proxies will be borne by Fuqua. In order to
assure that more than the minimum of 50% of the outstanding shares required for
a quorum are present in person or represented by proxies at the Meeting, proxy
solicitation may also be made personally or by telephone or telegram by officers
or employees of Fuqua, without added compensation. Fuqua will reimburse
brokers, custodians and nominees for their expenses in sending proxies and proxy
materials to beneficial owners.
FUQUA WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1996, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, ON THE WRITTEN
REQUEST OF THE BENEFICIAL OWNER OF ANY SHARES OF ITS COMMON STOCK ON THE RECORD
DATE, PROVIDED THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF COMMON
STOCK OF FUQUA AS OF SUCH DATE. THE WRITTEN REQUEST SHOULD BE DIRECTED TO:
MILDRED H. HUTCHESON, CORPORATE SECRETARY, FUQUA ENTERPRISES, INC., ONE ATLANTIC
CENTER, SUITE 5000, 1201 W. PEACHTREE STREET, N.W., ATLANTA, GEORGIA 30309.
12
<PAGE>
PROXY CARD
===============================================================================
FUQUA ENTERPRISES, INC.
PLEASE MARK, SIGN, PROXY SOLICITED ON BEHALF OF THE BOARD OF
DATE AND RETURN DIRECTORS FOR THE ANNUAL MEETING ON
THE PROXY CARD MAY 3, 1997
PROMPTLY USING
THE ENCLOSED
ENVELOPE The undersigned hereby appoints J. B. Fuqua, J. Rex
Fuqua, and Lawrence P. Klamon, and each of them, his
proxies with full powers of substitution, to vote all
shares of Common Stock of Fuqua Enterprises, Inc.
owned by the undersigned at the Annual Meeting of
Stockholders to be held at the offices of Fuqua, One
Atlantic Center, Suite 5000, 1201 W. Peachtree
Street, N.W., Atlanta, Georgia, on May 3, 1997, at
9:30 a.m. local time, and at any adjournments
thereof, solely on the terms of business as set forth
in the Notice of Meeting.
Dated ____________________________, 1997
________________________________________
________________________________________
Signature of Stockholder
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS HEREON
Executors, administrators, trustees, etc.
should give full title as such. If the signer
is a corporation, please sign full corporate
(over) name by duly authorized officer.
===============================================================================
===============================================================================
This proxy when properly executed will be voted in the manner directed herein by
the stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF NINE DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
1. Election of Directors
Nominees: J. B. Fuqua, J. Rex Fuqua, W. Clay Hamner, Frank W. Hulse IV,
Lawrence P. Klamon, Richard C. Larochelle, Gene J. Minotto, Clark L. Reed,
Jr. and D. Raymond Riddle.
[_] VOTE FOR all nominees listed above, except vote withheld from the following
nominees (if any).
_______________________________________________________________________________
[_] VOTE WITHHELD from all nominees.
_______________________________________________________________________________
NO OTHER MATTERS MAY BE CONSIDERED OR ACTED UPON AT THE MEETING
================================================================================
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