SEAWAY FOOD TOWN, INC.
1020 Ford Street - P. O. Box 892 - Maumee, Ohio 43537-0892
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF SEAWAY FOOD TOWN, INC.:
Notice is hereby given that the ANNUAL MEETING of the shareholders of Seaway
Food Town, Inc., an Ohio corporation, will be held at the Brandywine Country
Club, Fireside Room, 6904 Salisbury Road, Maumee, Ohio, on Thursday, the 5th
of January, 1995, at 2:00 p.m., Eastern Standard Time, for the purpose of
considering and acting upon:
(1) The election of three (3) Directors to serve as members of Class I during
the ensuing three years and until their successors are elected and qualified.
(2) A proposal to ratify the selection of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 26, 1995.
(3) The transactions of such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business November 18, 1994 will
be entitled to vote at the meeting or any adjournment thereof.
Accompanying this notice is a copy of the Annual Report of the Company
reflecting operations for the 1993-1994 fiscal year.
By the Order of the Board of Directors
GARY D. SIKKEMA
Secretary
Maumee, Ohio
December 9, 1994
Shareholders who do not expect to be present in person on January 5, 1995
are requested to sign, date and return the attached proxy as promptly as
possible.
<PAGE>
PROXY STATEMENT
of
SEAWAY FOOD TOWN, INC.
1020 Ford Street, P. O. Box 892, Maumee, Ohio 43537-0892
December 9, 1994
THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SEAWAY FOOD
TOWN, INC., for use at the Annual Meeting of Shareholders to be held January 5,
1995, and at any adjournment thereof. This proxy statement and the accompanying
form of proxy are being mailed to security holders on or about December 9, 1994.
Any shareholder giving a proxy may revoke it by giving written notice to the
Secretary of the Company, or in open meeting, at any time before it is voted.
The Company will bear the cost of the solicitation and will reimburse brokers
or other persons holding Common Shares of the Company in their names, or in the
name of their nominees, for reasonable expenses in forwarding the proxy and
proxy statement to the beneficial owners of such shares.
VOTING SECURITIES
At the close of business on November 18, 1994, the record date for the
determination of shareholders entitled to vote at the Annual Meeting, there were
outstanding 2,174,773 shares of Common Stock, without par value (stated value
$2 per share). The voting power of the shareholders of the Company is vested
exclusively in the holders of such Common Shares. The presence in person or by
proxy of the holders of a majority of the outstanding shares will constitute a
quorum at the Annual Meeting of Shareholders. Holders of Common Shares of
record at the close of business on November 18, 1994 will be entitled to one
vote per share on all business which is conducted at the meeting, except that
shareholders have cumulative voting rights in the election of directors.
Cumulative voting means that each shareholder is entitled to multiply the
number of shares he is entitled to vote by the number of directors to be
elected and to allocate the resulting aggregate votes among the nominees for
election in such manner as desired. In order to exercise the right to vote
cumulatively upon the election of directors, a shareholder must give notice
in writing to the President, the Treasurer or the Secretary of the Company,
which notice must be given on or before 2:00 P.M., January 3, 1995, and shall
state the desire of the shareholder to exercise cumulative voting rights in
the election of directors. Announcement thereof must be given at the meeting,
as provided by Section 1701.55(C) of the Ohio Revised Code, and thereupon all
shareholders shall have the right to vote cumulatively. The Chairman of the
meeting or the Secretary will make an announcement at the meeting of any such
notice that may be received.
ELECTION OF DIRECTORS
(Proposal 1)
The total number of Directors on the Board of Directors of the Company fixed
under the Code of Regulations is twelve (12). However, the Board of Directors
is operating with nine (9) members.
The Board of Directors of the Company is divided into three (3) Classes, each
consisting of three (3) Directors. The terms of office for the members of
Class I of the Board of Directors will expire with this Annual Meeting and
until their successors are elected and qualified. The terms of office of the
nominees for Class I, if elected, will expire with the Annual Meeting held
subsequent to the close of the fiscal year ending August 30, 1997, and until
their successors are elected and qualified.
It is presently intended that the shares represented by management proxies
will, unless a contrary intent is expressed, be voted for the election of the
nominees listed below, each to serve as a member of Class I for a three-year
term and to hold office until a successor is elected and qualified.
<PAGE>
All nominees have consented to being named in this Proxy Statement and to
serve if elected. Should any nominee subsequently decline or be unable to
accept such nomination to serve as a Director, an event which the management
does not now expect, the persons voting the shares represented by management
proxies will vote for such substitute nominee as may be named by the Board of
Directors.
An affirmative vote of the holders of a majority of the shares represented
at the Annual Meeting is required to elect a nominee unless cumulative voting
rights are exercised. Proxies cannot be voted for a greater number of persons
than the number of nominees named in Class I to be elected at the Annual
Meeting. The holders of management proxies will have discretionary authority
to cumulate votes.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The following table sets forth certain information as of November 18, 1994
with respect to those persons who are Directors and/or nominees for election
as Directors:
<TABLE>
<CAPTION> Common
Dir- Year Stock Bene- Percent
Name and Age ector Term ficially of
of Director Principal Occupation Since Expires Owned (1)(2)(3) Class
- -------------------- -------------------------- ------ ------- --------------- --------
<S> <S> <C> <C> <C> <C>
CLASS I DIRECTORS (NOMINEES FOR ELECTION)
Thomas M. O'Donnell Chairman of the Board and 1970 1995 2,800 (12) *
Age 57 Chief Executive Officer,
McDonald & Company Secur-
ities, Inc., Investment
Bankers, Cleveland, Ohio (11)
Richard K. Ransom President, Ransom Consulting 1989 1995 2,000 *
Age 75 Partnership; Former Chairman
of the Board and President of
Hickory Farms of Ohio, Inc.
Joel A. Levine Partner, Spengler NEW --- 0 *
Age 56 Nathanson,
Attorneys at Law (4) (5)
CLASS II DIRECTORS (CONTINUING IN OFFICE)
Robert J. Kirk Financial Consultant; 1978 1996 3,200 *
Age 81 Former Senior Partner,
Arthur Young and Company,
Certified Public
Accountants, Toledo, Ohio (6)
Waldo E. Yeager Chief Financial Officer, 1987 1996 5,559(7)(8) *
Age 58 Treasurer
Richard B. Iott President of the Company 1987 1996 172,510(7)(9) 7.93%
Age 43
CLASS III DIRECTORS (CONTINUING IN OFFICE)
Wallace D. Iott Chairman of the Board 1957 1997 453,950(7)(10)20.87%
Age 79 and Chief Executive
Officer of the Company
Paul L. Pope Director of the Company 1957 1997 124,122(13) 5.71%
Age 83 and Former Vice President
and Secretary of the Company
David J. Walrod Executive Vice President-- 1987 1997 30,097(7) 1.38%
Age 48 Operations of the Company
*Less than 1%
</TABLE>
<PAGE>
The Board of Directors has appointed an Audit Committee whose members
for the fiscal year ended August 27, 1994 were David A. Katz, Robert J. Kirk,
Thomas M. O'Donnell and Richard K. Ransom. Mr. Katz resigned from the
Committee effective October 21, 1994. The Committee's purpose is to recommend
outside auditors and to review the scope of audit procedures, audit reports
and other matters with respect to the Company's financial reporting. This
Committee met two (2) times during the fiscal year.
The Board of Directors has appointed an Executive Compensation Committee
whose members for the fiscal year ended August 27, 1994 were Wallace D. Iott,
David A. Katz, Robert J. Kirk and Thomas M. O'Donnell. Mr. Katz resigned from
the Committee effective October 21, 1994. This Committee's purpose is to
review compensation paid to the members of the Board of Directors and the
corporate officers of the Company and recommend changes in their compensation.
This Committee met one (1) time during the fiscal year.
The Board of Directors has appointed a Nominating Committee for the fiscal
year ended August 27, 1994 whose members were Wallace D. Iott, David A. Katz,
Robert J. Kirk and Paul L. Pope. Mr. Katz resigned from the Committee effective
October 21, 1994. This Committee's purpose is to review the desirability of new
members of the Board of Directors and to seek out and recommend candidates for
positions on the Board of Directors. Shareholders who desire to have an
individual considered by the Nominating Committee for the next vacant position
on the Board of Directors should submit the recommendation in writing to the
Secretary of the Company before the September 1 preceding the next Annual
Meeting of the Shareholders and include biographical information and
qualifications for service as a director. The Nominating Committee met one
(1) time during the fiscal year.
During the fiscal year ended August 27, 1994, the Board of Directors met a
total of four (4) times. All Directors attended at least 75% of the aggregate
of the meetings of the Board of Directors and the committees on which they
served, except for Mr. Pope.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth, as of November 18, 1994, the names and
addresses of beneficial owners, amounts beneficially owned, and the percentage
of common shares owned beneficially by those persons (including any "group"
as the term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)
known to management to be the beneficial owner of more than 5% of the
Company's Common Shares:
<TABLE>
<CAPTION>
Name and address Amount Beneficially Percent of
of Beneficial Owner Owned (1)(2)(3) Class
<S> <C> <C>
Wallace D. Iott 453,950 (7) (10) 20.87%
3402 Chapel Drive
Toledo, Ohio 43615
Lieber & Company
2500 Westchester 134,000 6.16%
Purchase, New York 10577
The Trust Company of Toledo, Trustee
6135 Trust drive 173,362 7.97%
Holland, Ohio 43528
Richard B. Iott
5245 Kenner Road 172,510 (7) (9) 7.93%
Monclova, Ohio 43542
Constance J. Heider
6744 Sweet Bush 147,793 6.80%
Sylvania, Ohio 43560
Paul L. Pope
4532 Sanderling Lane 124,122 (13) 5.71%
Quail Ridge No. 73
Boynton Beach, Florida 33436
All executive officers and directors 795,138 (7) 36.56%
as a group (8 persons)
</TABLE>
<PAGE>
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Company leases supermarkets in Temperance, Michigan and Sylvania, Ohio
and a Floral Operations Center in Toledo, Ohio, from MS Associates, a limited
partnership controlled by members of the Wallace D. Iott family. The primary
term for the Temperance supermarket lease expires in the year 2002; $117,659 in
rent was paid during the fiscal year for the Temperance location. The primary
term for the Sylvania supermarket lease expires in the year 2004; $306,821 in
rent was paid during the fiscal year for the Sylvania location. The primary
term for the Toledo Floral Operations Center lease expires in the year 1997;
$17,500 in rent was paid during the fiscal year for the Floral Operation Center.
The Company believes that the terms of the foregoing leases and other
transactions are at least as favorable as those that could have been obtained
from non-affiliated parties for comparable properties or goods.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information for
the Chief Executive Officer and the three other most highly compensated
executive officers for services rendered in all capacities during the fiscal
years ended August 29, 1992, August 28, 1993, and August 27, 1994. This
information includes the dollar value of base salaries and certain other
compensation. The Company does not award bonuses or award Stock Appreciation
Rights ("SARs"). In addition, the Company's stock option plan has expired and
there are no unexercised options outstanding.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
Other Ann. Restricted
Compen- Stock Options/ LTIP All Other
sation Award(s) SARs Payouts Compen-
Salary Bonus ($) (A) ($) (#) ($) sation
Year ($) ($) ($)(B)(D)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Wallace D. Iott, 1994 $310,000 (C) $ 0 $ -- $ 0 0 $ 0 $63,716
Chairman of the 1993 309,712 (C) 0 -- 0 0 0 62,163
Board and 1992 306,863 0 -- 0 0 0 61,752
Chief Executive
Officer
Richard B. Iott, 1994 180,500 0 -- 0 0 0 13,512
President 1993 179,539 0 -- 0 0 0 12,245
1992 170,116 0 -- 0 0 0 12,213
David J. Walrod, 1994 171,300 0 -- 0 0 0 13,913
Executive Vice- 1993 170,627 0 -- 0 0 0 12,767
President -- 1992 165,931 0 -- 0 0 0 12,819
Operations
Waldo E. Yeager, 1994 157,100 0 -- 0 0 0 20,460
Chief Financial 1993 156,658 0 -- 0 0 0 19,223
Officer & 1992 152,154 0 -- 0 0 0 19,259
Treasurer
</TABLE>
(A) Perquisites and other benefits for each executive officer amount to less
than 10% of salary and bonus.
<PAGE>
(B) Includes amounts paid by the Company on behalf of the executive for some or
all of the following: Matching 401(k) Contributions ("401(k)"), ESOP
Contributions "ESOP"); insurance premiums on life insurance for the executive
paid by the Company and fully included on the executive's W-2 ("Premiums");
insurance premiums paid by the Company pursuant to a "split-dollar" arrangement
with the executive ("Insurance").
(C) Mr. Iott's salary for 1993 was previously reported as $321,635 as a result
of the erroneous inclusion of a pay period that should have been applied to his
1994 compensation. The figures contained in the current Summary Compensation
Table have been adjusted and are accurate.
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Wallace D. Iott:
401(k) $ 4,620 $ 4,497 $ 4,364
ESOP $ 7,196 $ 5,766 $ 5,488
Premiums $51,900 $51,900 $51,900
Richard B. Iott:
401(k) $ 4,289 $ 4,363 $ 4,532
ESOP $ 5,723 $ 4,382 $ 4,181
Insurance $ 3,500 $ 3,500 $ 3,500
David J. Walrod
401(k) $ 4,299 $ 4,270 $ 4,523
ESOP $ 5,414 $ 4,297 $ 4,096
Insurance $ 4,200 $ 4,200 $ 4,200
Waldo E. Yeager
401(k) $ 4,497 $ 4,278 $ 4,502
ESOP $ 4,963 $ 3,945 $ 3,757
Insurance $11,000 $11,000 $11,000
</TABLE>
(D) Under the terms of a split-dollar insurance arrangement between the Company
and the executive, upon surrender of the policy, the executive is entitled
to the cash surrender value in excess of premiums paid by the Company.
Currently, premiums paid by the Company exceed the cash surrender value.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no stock options granted in the last fiscal year. The Company's
Stock Option Plan expired October 13, 1993. The Company has not maintained and
does not currently sponsor a program through which SARs are granted.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The Company has not awarded and does not award SARs. There are no
unexercised options outstanding due to the expiration of the Company's Stock
Option Plan on October 13, 1993. The Company has not adopted a substitute Plan.
LONG-TERM INCENTIVE PLANS/AWARDS IN LAST FISCAL YEAR
The Company does not maintain any long-term incentive plans. No long-term
incentive awards were made in the last fiscal year.
<PAGE>
COMPENSATION COMMITTEE REPORT
The fundamental philosophy of the Company's compensation program is to
retain and reward executives who are capable of leading the Company in
achieving its business objectives in an industry characterized by complexity,
competitiveness and change.
The compensation of the Company's top executives is reviewed and approved
annually by the Compensation Committee. The Company does not maintain any long
or short-term incentive programs for its executives.
BASE SALARY
The Committee annually reviews and establishes an overall salary structure
at a competitive level with the industry that applies to all salaried employees,
including officers. Salary levels for executives are determined by the
individual's experience level, scope and complexity of the position held,
comparability within the supermarket industry and within the area, length of
service, and contributions toward the Company's success and continuing
operation. While there is no specific weighting of these factors, competitive
positioning is the primary consideration in establishing the budget for
salary expenditures. Business and other economic factors such as net income
and estimates of inflation are secondary considerations.
In addition to the foregoing, the following factors are also considered in
determining the compensation for Wallace D. Iott, the Company's CEO: comparable
executive compensation within the supermarket industry, Mr. Iott's 37-year
tenure with the Company, his present and cumulative contributions to the
Company, the sales and gross profit margin of the Company and its various
subsidiaries and affiliates, and other intangible criteria.
Based on the criteria described above, Mr. Iott was granted no increase in
1994. His base salary for 1994 of $310,000 is shown under the caption "Salary"
in the Summary Compensation Table.
STOCK OPTION PLAN
The Company's Stock Option Plan expired October 13, 1993. The Company does
not presently sponsor a stock option plan.
SUMMARY
The Compensation Committee has the responsibility for ensuring that the
Company's compensation program adequately compensates its executives while also
being mindful of the interest of its shareholders.
The Company has had, and continues to have, an appropriate and competitive
compensation program. While the Compensation Committee is constantly reviewing
incentive programs and other forms of compensation that may be implemented to
develop and maintain strong management and, therefore, Company growth and
profitability, the current compensation program supports a performance-oriented
environment that rewards performance, not only with respect to Company goals,
but also Company performance as compared to that of industry performance levels.
<PAGE>
SHARE INVESTMENT PERFORMANCE
The following graph compares the yearly percentage change in the
cumulative total shareholder return, including reinvested dividends, of
Seaway Food Town, Inc. Common Stock, with two other indexes.
SEE GRAPH DESCRIPTION BELOW
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
8/89 8/90 8/91 8/92 8/93 8/94
<S> <C> <C> <C> <C> <C> <C>
Seaway Food Town,Inc. 100 74 59 55 52 46
Peer Group 100 71 79 64 64 60
NASDAQ Stock Market 100 83 118 128 168
</TABLE>
The peer group companies are: Buttrey Food & Drug Stores (went public in 1991),
Delchamps, Inc., Eagle Food Centers, Inc., Foodarama Supermarkets, Inc., Ingles
Markets, Inc., Marsh Supermarkets, Inc. and Village Supermarket, Inc. These are
moderately capitalized companies engaged in the same line of business as the
Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Two members of the Compensation Committee, Wallace D. Iott, and David Katz,
are or were Executive Officers of the Company. Mr. Iott is the Chairman of the
Board and Chief Executive Officer. Mr. Katz was the Secretary of the Company.
Mr. Katz received no compensation from the Company for his services as
Secretary, however, he was a partner in the law firm of Spengler Nathanson,
until October 21, 1994. Mr. Katz resigned from the Committee effective
October 21, 1994. (4)
COMPENSATION OF DIRECTORS
Members of the Board of Directors who have not previously served and who are
not currently serving as employees of the Company are paid an annual fee of
$4,000 for service as a Director of the Company. Non-employee Directors (other
than Mr. Katz) are paid $1,000 for each Board meeting attended and $600 for each
day Committee meetings are attended on a day other than a day the entire Board
of Directors meets. No fees for services as a Director or Secretary of the
Company were paid to Mr. Katz. Legal fees are paid to Spengler Nathanson as
compensation for his services in connection with Board and Committee activities.
Paul Pope receives supplemental pension payments of $15,000 per year for
life,attributable solely to service rendered during his employment with the
Company. These payments were originally scheduled to expire in 1990. By
agreement dated October 12, 1989, these payments were extended through the year
2000, but terminating at the death of both Mr. Pope and his wife, if earlier.
<PAGE>
EXECUTIVE OFFICERS
Prior to his resignation effective October 21, 1994, David A. Katz was the
Secretary of the Company. Effective October 21, 1994, Gary D. Sikkema was
appointed Company Secretary. Mr. Katz was, and Mr. Sikkema is, a partner of the
law firm of Spengler Nathanson. Both Mr. Katz and Mr. Sikkema have been
partners of Spengler Nathanson for the most recent five (5) year period.
Messrs. Katz and Walrod have served as executive officers of the Company
since 1979. Waldo E. Yeager has served as an executive officer of the Company
since 1974. Wallace D. Iott has been the Chief Executive Officer of the
Company since it was founded in 1957. Richard B. Iott was elected to executive
officer status in 1984 and has been employed by the Company since 1971 in a
variety of capacities. Prior to his election to the office of President he was
employed primarily in the marketing and merchandising areas. Richard B. Iott is
the son of Wallace D. Iott, Chairman of the Board and Chief Executive Officer of
the Company. The term of office for all executive officers is one (1) year.
FOOTNOTES:
(1) Based in part on information furnished by the nominees and
directors or their agents, and in part on Company records.
(2) The inclusion of shares owned by the spouse or any of the minor
children of any of the nominees or directors as being beneficially
owned shall not be construed as an admission of beneficial ownership by such
director or nominee.
(3) No shares reported hereunder are owned of record but not owned
beneficially.
(4) Spengler Nathanson has served as general counsel to the Company since
incorporation in 1957 and will remain as such in the current fiscal year.
Fees paid to said firm by the Company for legal services amounted to
$347,923 during the Company's fiscal year ended August 27, 1994.
(5) Mr. Levine has been nominated to replace Mr. Katz as a Class I
Director. Mr. Katz resigned as an officer and Director of the Company
effective October 21, 1994 due to his appointment as a Federal Court Judge.
(6) Mr. Kirk is also a member of the Board of Directors of Sparton
Corporation and The Harbor Funds.
(7) Includes the number of shares allocated as of the record date under
the Seaway Food Town, Inc. Employee Stock Ownership Plan.
(8) Includes 300 shares owned by Mr. Yeager's children.
(9) Includes 22,214 shares owned by Richard B. Iott as custodian for
his minor children and 8,125 shares owned by his wife.
(10)Includes 199,200 shares owned by Wallace D. Iott's wife.
(11)Mr. O'Donnell is also a member of the Board of Directors of
McDonald & Company Investments, Inc., parent company of McDonald & Company
Securities,Inc.
(12)Does not include any shares held by McDonald & Company Securities,
Inc., a dealer in securities and for which Mr. O'Donnell is Chairman of the
Board and Chief Executive Officer. Includes 400 shares owned by
Mr.O'Donnell's wife and 1,200 shares owned by her as custodian for their
minor child.
(13)Includes 31,786 shares owned independently by Mr. Pope's wife.
(14)Based on information in Schedule 13G filed with the Securities and
Exchange Commission on or about June 25,1987, and any amendments thereto and
information provided by the beneficial owner.
(15)Held as Trustee for Seaway Food Town, Inc. Employee Stock Ownership
Plan.
(16)Includes 7,685 shares owned by Constance J. Heider as custodian for
her minor child.
<PAGE>
RATIFICATION OF SELECTION OF AUDITORS
(Proposal 2)
At the Annual Meeting, shareholders will consider and act upon the
approval of auditors for the Company's fiscal year ending August 26, 1995.
The Board of Directors, upon recommendation of its Audit Committee and subject
to such approval, has selected the independent certified public accounting
firm of Ernst & Young LLP as such auditors. Ernst & Young LLP have been
auditors for the Company for many years through one of its predecessor entities,
Arthur Young & Company. Representatives of Ernst & Young LLP are expected to
be present at the annual meeting and will have an opportunity to make a
statement if they desire to do so and are expected to be available to respond
to appropriate questions.
The Board of Directors of the Corporation recommends a vote for approval of
the selection of Ernst & Young LLP. Unless otherwise specified, shares
represented by proxies will be voted for approval of Ernst & Young LLP as
auditors. Although the submission of this matter for approval by shareholders
is not required legally, the Board of Directors believes that such submission
follows sound corporate practice and is in the best interests of shareholders.
If approval of Ernst & Young LLP by an affirmative vote by the holders of a
majority of the shares presented is not received, the selection of a firm as
auditors for the Corporation will be considered by the Audit Committee and the
Board of Directors.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals for consideration at a meeting of the
shareholders if the shareholder desiring to do so complies with the proxy
solicitation rules of the Securities and Exchange Commission. In order for such
proposal to be included in the proxy statement for the Annual Meeting in 1996,
the proposal must be received by the Secretary no later than September 1, 1995.
OTHER MATTERS
At the date of this proxy statement the Management knows of no other
business to be presented at the meeting. However, if any other business should
come before the meeting, the persons named in the accompanying proxy will vote
in accordance with their best judgment .
By Order of the Board of Directors
Gary D. Sikkema, Secretary
SEAWAY FOOD TOWN, INC.
December 9, 1994
Maumee, Ohio
