<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
SEAWAY FOOD TOWN, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
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
13th of January, 2000, at 2:00 p.m., Eastern Standard Time, for the purpose of
considering and acting upon:
(1) The election of two (2) Directors to serve as members of Class III
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, 2000.
(3) The transaction 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 19, 1999 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 1998-1999 fiscal year.
By the Order of the Board of Directors
GARY D. SIKKEMA
Secretary
Maumee, Ohio
December 6, 1999
- --------------------------------------------------------------------------------
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT IN PERSON ON JANUARY 13, 2000 ARE
REQUESTED TO SIGN, DATE AND RETURN THE ATTACHED PROXY AS PROMPTLY AS POSSIBLE.
- --------------------------------------------------------------------------------
<PAGE> 3
PROXY STATEMENT
OF
SEAWAY FOOD TOWN, INC.
1020 FORD STREET, P. O. BOX 892, MAUMEE, OHIO 43537-0892
December 6, 1999
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 13, 2000, and at any adjournment thereof. This proxy statement and the
accompanying form of proxy are being mailed to security holders on or about
December 6, 1999. 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 Stock 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.
STOCK SPLIT
On April 9, 1998, the Board of Directors of the Company declared a
three-for-two stock split, whereby each shareholder of record as of April 21,
1998 would, following the split, own three shares of common stock for each two
shares held as of the record date. The stock split was effective on May 6, 1998.
All share holdings and values of Common Stock set forth in this Proxy Statement
reflect this stock split.
VOTING SECURITIES
At the close of business on November 19, 1999, the record date for the
determination of shareholders entitled to vote at the Annual Meeting, there were
outstanding 6,673,643 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 Stock. 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 Stock of record
at the close of business on November 19, 1999 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 11, 2000, 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 if any such notice has been
received.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The maximum number of Directors on the Board of Directors of the Company
under the Code of Regulations is twelve (12), and the minimum is seven (7). The
Board of Directors is now operating with eight (8) members.
The Board of Directors of the Company is divided into three (3) Classes,
two classes consisting of three (3) Directors and one class consisting of two
(2) Directors. The terms of office for the members of Class III will expire with
this Annual Meeting and until their successors are elected and qualified. The
terms of office of the nominees for Class III, if elected, will expire with the
Annual Meeting held subsequent to the close of the fiscal year ending August 31,
2002, 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 III for a three-year
term and to hold office until a successor is elected and qualified.
1
<PAGE> 4
All nominees have consented to being named in this Proxy Statement and have
agreed to serve if elected. If any nominee subsequently declines or is 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 III 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 19, 1999
with respect to those persons who are Directors and/or nominees for election as
Directors:
<TABLE>
<CAPTION>
YEAR COMMON STOCK
NAME AND AGE TERM BENEFICIALLY PERCENT
OF DIRECTOR PRINCIPAL OCCUPATION DIRECTOR SINCE EXPIRES OWNED (1)(2)(3) OF CLASS
- --------------------------------------------------------------------------------------------------------------
CLASS III DIRECTORS (NOMINEES FOR ELECTION)
<S> <C> <C> <C> <C> <C>
Wallace D. Iott Chairman of the Board 1957 2000 1,261,837(5)(7) 18.9%
Age 84 of the Company
W. Geoffrey Lyden III President and Chief 1997 2000 450 *
Age 47 Executive Officer,
The Lyden Company,
Toledo, Ohio
CLASS I DIRECTORS (CONTINUING IN OFFICE)
Thomas M. O'Donnell Past Chairman 1970 2001 14,400 (8) *
Age 63 McDonald Investments Inc.
a KeyCorp Company,
Cleveland, Ohio
Richard K. Ransom President, Ransom Consulting 1989 2001 6,000 *
Age 80 Partnership; Former Chairman
of the Board and President of
Hickory Farms of Ohio, Inc.
Joel A. Levine Of Counsel, Spengler 1995 2001 525 *
Age 61 Nathanson, P.L.L.
Attorneys at Law (4)
CLASS II DIRECTORS (CONTINUING IN OFFICE)
Waldo E. Yeager Chief Financial Officer, 1987 2002 9,578(5) *
Age 63 Treasurer
Richard B. Iott Chief Executive Officer 1987 2002 555,933(5)(6) 8.3%
Age 48 and President of the
Company
Eugene R. Wos Former Managing Partner 1996 2002 200 *
Age 68 Ernst & Young LLP, Certified Public
Accountants, Toledo, Ohio.
Director of GAC Chemical Corporation
and Century Equipment, Inc.
* Less than 1%
</TABLE>
2
<PAGE> 5
The Board of Directors has appointed an Audit Committee whose members for
the fiscal year ended August 28, 1999 were Eugene R. Wos, Thomas M. O'Donnell,
Richard K. Ransom, Joel A. Levine, and W. Geoffrey Lyden. 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 appointed an Executive Compensation Committee whose
members for the fiscal year ended August 28, 1999 were Wallace D. Iott, Richard
B. Iott, Thomas M. O'Donnell, Joel A. Levine and Eugene R. Wos. 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 appointed a Nominating Committee for the fiscal year
ended August 28, 1999 whose members were Wallace D. Iott, Richard B. Iott,
Thomas M. O'Donnell, Joel A. Levine, and Eugene R. Wos. 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 28, 1999, 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 Thomas M. O'Donnell.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth, as of November 19, 1999, the names and
addresses of beneficial owners, amounts beneficially owned, and the percentage
of common stock 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 Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED (1)(2)(3) CLASS
- ------------------------------------------- ------------------------------------ ------------------------------------------
<S> <C> <C> <C> <C>
Wallace D. Iott 1,261.837 (5) (7) 18.9%
3402 Chapel Drive
Toledo, Ohio 43615
Evergreen Asset Management Group 432,000 (10) 6.5%
2500 Westchester
Purchase, New York 10577
CIGNA Retirement & Investment, Trustee 717,081 (11) 10.7%
280 Trumbull St. HO6A
1 Commerce Plaza
Hartford, CT 06103
Richard B. Iott 555,933 (5)(6) 8.3%
5245 Keener Road
Monclova, Ohio 43542
Constance J. Braciak 474,129 (12) 7.1%
6744 Sweet Bush
Sylvania, Ohio 43560
Paul L. Pope 372,366 (9) 5.6%
4532 Sanderling Lane
Quail Ridge No. 73
Boynton Beach, Florida 33436
All executive officers and directors 1,848,923 (5) 27.7%
as a group (8 persons)
</TABLE>
3
<PAGE> 6
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;
$128,217 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 expired in the year
1997, the new lease option expires in the year 2002; $18,750 in rent was paid
during the fiscal year for the Floral Operation Center.
The Company believes that the terms of the foregoing leases are at
least as favorable as those that could have been obtained from non-affiliated
parties for comparable properties or goods.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information
for the Chairman of the Board and the three other most highly compensated
executive officers for services rendered in all capacities during the fiscal
years ended August 30, 1997, August 29, 1998 and August 28, 1999. This
information includes the dollar value of base salaries and certain other
compensation. The Company does not award Stock Appreciation Rights ("SARs"). In
addition, the Company's stock option plan expired in 1993, and there are no
unexercised options outstanding.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------- ------------------------ -------
Other Ann. Restricted All Other
Compen- Stock Award(s) Options/ LTIP Compen-
Name and Principal Salary ($) sation ($) SARs Payouts sation
Position Year Bonus ($) ($) (A) (#) ($) ($)(B)(C)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wallace D. Iott, 1999 300,040 75,040 -- 0 0 0 62,419
Chairman of the Board 1998 300,040 0 -- 0 0 0 60,700
1997 300,923 0 -- 0 0 0 60,150
Richard B. Iott, 1999 226,193 56,750 -- 0 0 0 13,726
Chief Executive Officer 1998 219,519 0 -- 0 0 0 13,300
and President 1997 213,128 0 -- 0 0 0 13,430
David J. Walrod, 1999 104,388 0 -- 0 0 0 223,800(D)
Executive Vice-President 1998 200,219 0 -- 0 0 0 14,800
-- Operations 1997 193,731 0 -- 0 0 0 14,719
Waldo E. Yeager, 1999 190,708 47,850 -- 0 0 0 19,800
Chief Financial Officer 1998 184,777 0 -- 0 0 0 19,800
& Treasurer 1997 178,237 0 -- 0 0 0 19,699
<FN>
(A) Perquisites and other benefits for each executive officer amount to less
than 10% of salary and bonus.
(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)"), contributions
which were formerly made to the ESOP which has been merged with the 401(k);
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").
</TABLE>
4
<PAGE> 7
<TABLE>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Wallace D. Iott:
401(k) $8,800 $4,800 $4,500
ESOP --- $4,000 $3,750
SERP $1,719 --- ---
Premiums $51,900 $51,900 $51,900
Richard B. Iott:
401(k) $8,800 $4,800 $5,180
ESOP --- $4,000 $3,750
SERP $426 --- ---
Insurance $4,500 $4,500 $4,500
David J. Walrod (D)
401(k) $8,800 $4,800 $4,969
ESOP --- $4,000 $3,750
Insurance --- $6,000 $6,000
Non-compete and release $215,000 --- ---
Waldo E. Yeager
401(k) $8,800 $4,800 $4,949
ESOP --- $4,000 $3,750
Insurance $11,000 $11,000 $11,000
<FN>
(C) 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.
(D) Includes payments made to Mr. Walrod pursuant to the Covenant Not to Compete
and Release executed by he and the Company in January, 1999.
</TABLE>
In connection with the resignation to David J. Walrod as an executive officer
and director of the company, the company entered into a Covenant Not to Compete
and Release (the "Agreement") with Mr. Walrod on the following terms and
conditions.
Under the Agreement, Mr. Walrod will receive $414,000 over the two year period
after his resignation. One Hundred Fifty Thousand Dollars ($150,000) was paid
immediately upon his resignation and the remainder is to be paid in four
approximately equal installments over the next two years. The Company also
transferred to Mr. Walrod ownership of a life insurance policy maintained on Mr.
Walrod's life, the company car Mr. Walrod was then driving, and agreed to
maintain his health insurance for the six month period following his
resignation.
Mr. Walrod resigned his position as employee and director of the Company and
agreed not to compete with the Company during the term that payments were being
made under the contract. He also agreed not to use or disclose any proprietary
information belonging to the Company and released the company from any claims he
may have against it, including and claims under the Age Discrimination and
Employment act.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company does not currently sponsor any program through which
options or 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 and has no
unexercised options outstanding.
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.
COMPENSATION COMMITTEE REPORT
The Company's compensation program is designed to motivate, reward and
retain the management talent needed to achieve the Company's business objectives
and maintain its competitive position in an industry characterized by
complexity, competitiveness and change.
5
<PAGE> 8
The compensation of the Company's top executives is reviewed and
approved annually by the Compensation Committee. The Compensation Committee
makes recommendations to the Board of Directors as to the salaries of the
Chairman, CEO and the President, and sets the salaries of other elected
officers, and reviews salaries of other senior executives. There are now no
incentive programs in place for Company executives.
BASE SALARY
The goal of the compensation program is to reward each employee based
on his or her performance and level of responsibility. Assessments of both
individual and corporate performance influence executives' compensation levels.
It is important to encourage a performance-based environment that motivates
individual performance by recognizing the past year's results while
simultaneously providing incentives for further improvement in the future. This
includes the ability to implement the Company's business plan as well as
reacting to unanticipated external factors that can have a significant impact on
the Company's performance. At the same time, however, executive compensation
must be competitive within the supermarket industry. Inflation and other general
economic factors, and competitive positioning within the industry are the chief
considerations in establishing the budget for salary expenditures.
With respect to the determination of compensation for Wallace D. Iott,
the Company's Chairman of the Board, the following factors in addition to those
described previously were considered: Comparable Executive Compensation within
the Supermarket Industry, Mr. Iott's 41-year tenure with the Company, his
present and cumulative contributions to the Company, both personally and in his
capacity as an officer of the Company, the sales and gross profit margin of the
Company and its various subsidiaries and affiliates, and other intangible
criteria. Based on these factors, the Compensation Committee approved an
increase for Mr. Iott in 1996. However, Mr. Iott declined to accept this
increase, and requested a decrease in his compensation. His 1997, 1998, and 1999
base salaries of $300,923, $300,040, and $300,040 respectively, reflect this
decrease, and are shown under the caption "Salary" in the Summary Compensation
Table.
SUMMARY
The Compensation Committee has the responsibility for ensuring that the
Company's compensation program continues to be in the best interest of its
shareholders while adequately compensating its executives.
The Compensation Committee believes that the compensation program is
not only appropriate but competitive within the Supermarket Industry. The
Compensation Committee is also reviewing new forms of compensation and incentive
programs that may further enhance the productivity of its management and promote
their retention by the Company, thus increasing growth and profitability.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Two members of the Compensation Committee are Executive Officers of the
Company. Wallace D. Iott is the Chairman of the Board, and Richard B. Iott is
Chief Executive Officer and President of the Company.
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
$12,000 for service as a Director of the Company. Non-employee Directors are
paid $1,500 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.
6
<PAGE> 9
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 three other indexes.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SEAWAY FOOD TOWN, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
THE S & P RETAIL (FOOD CHAINS) INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
[GRAPH] See Graph Description Below
CUMULATIVE TOTAL RETURN
------------------------------------------------------------------------------------------------
8/94 8/95 8/96 8/97 8/98 8/99
<S> <C> <C> <C> <C> <C> <C>
Seaway Food Town, Inc. 100 164 194 429 443 938
Peer Group 100 96 134 134 134 147
NASDAQ Stock Market 100 135 152 200 200 371
Standard & Poor's (Retail
Food Chains) 100 120 154 231 231 231
</TABLE>
The peer group companies are: 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.
EXECUTIVE OFFICERS
Waldo E. Yeager has served as an executive officer of the Company
since 1974. Richard B. Iott was elected to executive officer status in 1984
and was elected to Chief Executive Officer in January, 1996. He 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. Gary D. Sikkema is the Company Secretary and
is a partner of the law firm of Spengler Nathanson, P.L.L. Mr. Sikkema has
been a partner of Spengler Nathanson, P.L.L. for the most recent five (5)
year period. No fees for services as Secretary of the Company were paid to
Mr. Sikkema. Legal fees are paid to Spengler Nathanson, P.L.L. as
compensation for his services in connection with Board and Committee
activities. The term of office for all executive officers is one (1) year.
David J. Walrod was an executive officer of the Company beginning in 1979.
Mr. Walrod resigned as an officer and director in January of 1999.
FOOTNOTES:
(1) Based in part on information furnished by the nominees and directors
or their agents, and in part on Company records.
7
<PAGE> 10
(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 P.L.L. 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 $383,398 during the Company's fiscal year ended August 28,
1999.
(5) Includes the number of shares allocated as of the record date under
the Seaway Food Town, Inc. 401(k) Plan.
(6) Includes 113,772 shares owned by Richard B. Iott as custodian for his
minor children and 36,124 shares owned by his wife.
(7) Includes 557,600 shares owned by Wallace D. Iott's wife.
(8) Includes 4,800 shares owned by Mr. O'Donnell's wife and children.
(9) Includes 95,358 shares owned independently by Mr. Pope's widow.
(10) 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.
(11) Held as Trustee for Seaway Food Town, Inc. 401(k) Plan.
(12) Includes 34,805 shares owned by Constance J. Braciak as custodian for
her minor child, and 7,250 shares owned by Mrs. Braciak's husband.
Mrs. Braciak is the daughter of Wallace D. Iott and the sister of
Richard B. Iott.
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, 2000. 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. 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
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
a proposal to be included in the proxy statement for the Annual Meeting in 2001,
the proposal must be received by the Secretary no later than September 1, 2000.
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 6, 1999
Maumee, Ohio
8
<PAGE> 11
PROXY The undersigned hereby appoints Wallace D. Iott, Gary D. Sikkema,
and Joel A. Levine, and each of them, proxies for the undersigned,
with full power of substitution to vote with the same force and effect
as the undersigned at the Annual Meeting of Shareholders of Seaway
Food Town, Inc., to be held on January 13, 2000 at 2:00 o'clock P.M.,
Eastern Standard Time, or at any adjournment thereof, upon the
following:
(1) The election of two (2) Directors to serve as members of Class III during
the ensuing three years and until their successors are elected and
qualified. Wallace D. Iott, W. Geoffrey Lyden.
<TABLE>
<S> <C> <C>
[ ] For all Nominees [ ] For all nominees except withhold vote Withhold authority to
for any nominee whose name is written vote for all nominees
in the space provided below.
---------------------------------------
</TABLE>
(2) A proposal to ratify the selection of Ernst & Young, LLP as independent
auditors of the Company for the fiscal year ending August 26, 2000.
Auditors: [ ] FOR [ ] AGAINST [ ] AUTHORITY TO VOTE WITHHELD
(3) In their discretion upon such other matters as may properly come before
the Meeting.
[ ] FOR [ ] AGAINST
This Proxy will be voted as specified. IF NO SPECIFICATION IS MADE AS TO ANY
ITEM, THE PROXY WILL BE VOTED FOR SUCH NOMINEES AND FOR EACH OTHER PROPOSAL
LISTED ABOVE AND OUTLINED IN THE ACCOMPANYING PROXY STATEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company, at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also
be revoked by filing a written notice of revocation with the Secretary of
the Company or by duly executing a proxy
bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and
an Annual Report to
Stockholders.
Dated_______________________________________
____________________________________________
Signature of Stockholder
____________________________________________
Signature of Stockholder
Please sign exactly Please sign exactly as
your name(s) appear(s) to the left. When
signing as attorney, executor,
administrator, trustee or guardian, please
give your full title. If shares are held
jointly, each holder should sign.
