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SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
/ / Preliminary Information Statement / / Confidential,
for Use of the Commission Only
/X/ Definitive Information Statement (as permitted by Rule 14c-5(d)(2))
CATTLEMAN'S INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
- -----------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
CATTLEMAN'S, INC.
1825 SCOTT STREET
DETROIT, MICHIGAN 48207
INFORMATION STATEMENT
This Information Statement is furnished by Cattleman's, Inc.
("Cattleman's") pursuant to Regulation 14C of the Securities Exchange Act of
1934, as amended, as a result of action to be taken by holders of a majority of
the outstanding shares of Cattleman's to elect Directors pursuant to Section
228 of the Delaware General Corporation Law. The approximate date on which
this Information Statement is first being mailed to shareholders is August 6,
1996.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Only holders of record of the Common Stock of Cattleman's at the close of
business on June 30, 1996 (the "Record Date") are entitled to notice of the
proposed election of Directors (see "Election of Directors" below) by the
holders of a majority of the outstanding shares of Cattleman's. On the Record
Date, there were 3,289,983 shares of Cattleman's Common Stock outstanding.
ELECTION OF DIRECTORS
The four persons nominated for election as Directors by the Board of
Directors will have terms expiring at the 1997 meeting of shareholders and
until their successors are elected and qualified. Under Section 216 of the
Delaware General Corporation Law, Directors shall be elected by a plurality of
the votes of the shares entitled to vote on the election of Directors.
Shareholders owning in excess of 82% of the outstanding shares of Cattleman's
(the "Majority Shareholders") intend to vote their shares for the nominees
listed below. All nominees have indicated that they are willing and able to
serve as Directors if re-elected. In the event that any nominee should become
unavailable, which is not anticipated, the Majority Shareholders will either
set the Board at three members or elect such other person or persons as they
deem advisable.
<PAGE> 3
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE POSITIONS HELD LENGTH OF SERVICE
- ---------------- --- -------------------- --------------------
<S> <C> <C> <C>
Markus Rohtbart 69 Director, Chairman Since June, 1991
of the Board,
Treasurer, and
Assistant Secretary
David S. Rohtbart 39 Director, Chief Since June, 1991
Executive Officer,
President, and
Assistant Treasurer
Steven L. Karas 43 Director Since November, 1991
Samuel Feig 68 Director Since November, 1991
</TABLE>
BIOGRAPHICAL HISTORY OF DIRECTORS
MARKUS ROHTBART: Mr. Rohtbart has been a Director and Chairman
of the Board since June, 1991 and Treasurer and Assistant
Secretary of Cattleman's since April 1993. Prior to the
reorganization of Cattleman's in 1991, and its acquisition of
Cattleman's Meat Company (formerly Eastern Market), Mr.
Rohtbart was the sole member of the Board of Directors and
majority shareholder of Eastern Market which he founded in
1972. Mr. Rohtbart is currently the Chairman of the Board of
Cattleman's Meat Company. Mr. Rohtbart has national
recognition in the meat industry, having experience in nearly
every segment of the meat industry since 1950, including
feedlots, slaughtering and fabrication. Mr. Rohtbart is the
father of David Rohtbart, a Director and Chief Executive
Officer of Cattleman's.
DAVID S. ROHTBART: Mr. Rohtbart has been a member of the Board
of Directors, Chief Executive Officer and President of
Cattleman's since June, 1991. He has been the Assistant
Treasurer of Cattleman's since April 1993. Mr. Rohtbart became
a Director of and the President of Cattleman's Meat Company in
1991. From 1987 to 1991, Mr. Rohtbart was President of Retail
Operations of Eastern Market. From 1985 to 1987, Mr. Rohtbart
was primarily employed in the meat trading department of Osten
Meat Co., a major Detroit meat distributor. From 1976 to 1985,
Mr. Rohtbart worked in all departments of Eastern Market.
David S. Rohtbart is the son of Markus Rohtbart, the Chairman
of the Board of Cattleman's.
STEVEN L. KARAS: Mr. Karas has been a member of the Board of
Directors of Cattleman's since November, 1991. Mr. Karas has
also been a Director of Cattleman's Meat Company since
November, 1991. Since 1985, Mr. Karas has been the President
and Co-owner of Ludwig and Karas, Inc., a Michigan corporation
engaged in commercial real estate brokerage and development.
Since 1991, Mr. Karas has also been the Vice President and
Co-owner of Tri-Vest Management Group, Inc., a property
management company. From 1978 to 1985, Mr. Karas was leasing
director and later Vice President of
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Ramco-Gershenson, Inc., a real estate development company.
From 1973 to 1978, Mr. Karas was an associate and then real
estate manager for the Kroger Co., a chain of retail grocery
stores. Mr. Karas, a Michigan licensed real estate broker,
is a member of the International Council of Shopping Centers
and the National Association of Corporate Real Estate
Executives.
SAMUEL FEIG: Mr. Feig has been a member of the Board of
Directors of Cattleman's since November of 1991 and acts as a
consultant to Cattleman's. Mr. Feig has also been a Director
of Cattleman's Meat Company since November 1991. From 1975
until 1989, Mr. Feig was Vice President and Meat Director of
Farmer Jacks Supermarkets, a chain of retail grocery stores.
From 1953 to 1975, Mr. Feig was employed by Chatham
Supermarkets, a chain of retail grocery stores. During this
period, Mr. Feig became Vice President and Director of meat
operations. Mr. Feig is one of the co-authors of Meat
Management and Operations, a book which has been used as a
textbook at Cornell University.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has established a Retail Expansion Committee whose
purpose is to study and make recommendations to the Board with respect to
desired locations and/or other possible sites for retail expansion. The
members of the committee are David S. Rohtbart, Samuel Feig and Steven L.
Karas. The committee did not meet during the year ended April 28, 1996. The
Retail Expansion Committee was established in 1993. During the year ended
April 28, 1996, the Board did not meet in person, however, pursuant to Section
141 of the Delaware General Corporation Law, the Board transacted business
pursuant to unanimous written consents.
IDENTIFICATION OF EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to the
executive officers at April 28, 1996 who are not Directors of Cattleman's. The
executive officers of Cattleman's serve in the capacities named for such
periods as determined by the Board of Directors.
<TABLE>
<CAPTION>
NAME OF EXECUTIVE OFFICER AGE POSITION HELD
------------------------- --- --------------------
<S> <C> <C>
Matthew G. Martin 37 Chief Operating
Officer, Chief
Financial Officer and
Secretary
Ben Govaere 61 Senior Vice President
Harry Carl Darrah, Jr. 40 Vice President of
Processing Operations
Lawrence J. Stefanski 39 Vice President of Sales
</TABLE>
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Timothy Collins 41 Vice President of
Produce Merchandising
William Bieber 43 Vice President of
Retail Meat Merchandising
BIOGRAPHICAL HISTORY OF EXECUTIVE OFFICERS
MATTHEW G. MARTIN: Mr. Martin has been Chief Operating Officer
and CFO of Cattleman's, Inc. and Cattleman's Meat Company since
February 1995; Senior Vice President and Chief Financial
Officer since August 1993 and Secretary since June 1994. Mr.
Martin was President of Oak Farms from its formation in 1982
until the merger with Cattleman's in August, 1993. Throughout
that period of time, he also held positions at other companies.
As National Account Representative with BORIS Systems during
1992 and 1993, he designed strategy and marketing plans for a
division of that software development company; while an
Executive Consultant with Peterson Consulting from 1988 until
1992 he advised corporations and counsel on economic and
systems issues related to large litigation matters; Mr. Martin
also has six years of experience with an international public
accounting firm. Mr. Martin is a CPA licensed in the State of
Michigan and holds an MBA degree.
BEN GOVAERE: Mr. Govaere has been Senior Vice President of
Cattleman's and Cattleman's Meat Company since 1994. Mr.
Govaere has been Vice President since 1978, respectively. From
1952 to 1978, Mr. Govaere was employed as a plant manager by
Rem Packing, a beef processing plant located in Detroit,
Michigan.
HARRY CARL DARRAH, JR.: Mr. Darrah has been the Vice President
of Operations of Cattleman's and Cattleman's Meat Company since
1992. Mr. Darrah was the plant manager of Cattleman's Meat
from 1987 to 1992 and was the plant superintendent of
Cattleman's Meat from 1984 to 1987.
LAWRENCE J. STEFANSKI: Mr. Stefanski has been the Vice
President of Sales of Cattleman's and Cattleman's Meat Company
since 1993. From 1983 to 1993, Mr. Stefanski was employed by
Cattleman's Meat in a number of positions, including laborer,
foreman, salesman, meat purchaser and sales manager.
TIMOTHY COLLINS: Mr. Collins has been Vice President of
Produce Merchandising of Cattleman's and Cattleman's Meat
Company since August 1993. Mr. Collins was the Chief Operating
Officer and Secretary of Oak Farms from its inception in 1982
until the merger with Cattleman's in August,
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1993. From 1968 until 1982, Mr. Collins worked at a chain of
produce markets in Detroit named Las Vegas Fruit Markets. In
the early 1970s, Mr. Collins became store manager of their
original location, responsible for all operational aspects.
WILLIAM 'SKIP' BIEBER: Mr. Bieber has been Vice President of
Retail Meat Merchandising since April 1995. From September
1993 to April 1995, Mr. Bieber was the manager of retail meat
operations. He is responsible for the purchase, merchandising,
and sale of all meat, as well as for the training of all meat
department personnel. He joined Cattleman's in 1987, running
all retail operations prior to the acquisition of Oak Farms.
Mr. Bieber worked for Farmer Jack for seven years where he
advanced to meat department manager; he also has an associates
degree in business management.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION POLICY
Cattleman's executive compensation program is designed to be aligned with
its long-term business strategy, enhancement of shareholder value and corporate
performance. To this end, Cattleman's has developed an overall compensation
strategy that ties a significant portion of executive compensation to both
individual and corporate performance. The principal objectives of the
strategies are to:
_ attract and retain key executives critical to the long-term
success of Cattleman's; and
_ support a performance oriented environment that rewards
executives for corporate performance.
EXECUTIVE COMPENSATION PROGRAM
The key elements of Cattleman's executive compensation program consists of
a base salary, an annual performance-based bonus, and stock option programs.
In addition, the full compensation package afforded by Cattleman's to certain
executive officers includes country club and health club dues, leased vehicles,
a 401(k) plan, health and dental insurance, and life and disability insurance.
COMPENSATION COMMITTEE
Cattleman's compensation committee is comprised entirely of the Board of
Directors. The Board is responsible for establishing the levels of
compensation for the executive officers of Cattleman's. The Board annually
evaluates Cattleman's performance and the compensation paid to its executive
officers.
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COMPENSATION
BASE SALARY. In determining base salary, and annual salary
adjustments, the Chief Executive Officer makes recommendations to the
entire Board. Precise formulas, targets or goals are not utilized and no
specific weights are assigned to any relevant factors. Relevant factors
include the need to be competitive in the market for executive talent,
the need to recognize individual performance in the specific area of
responsibility, changes in duties and responsibilities, and overall
corporate performance. Although Cattleman's attempts to be competitive
in the market for executive talent, it does not specifically target
compensation of executive officers to compensation levels at other
companies.
David Rohtbart's base salary, as Chief Executive Officer, for the fiscal
year ended April 28, 1996, was established by the Board of Directors
based on a number of subjective factors. Such factors included
consideration of the overall contribution of the Chief Executive Officer
to the Company's growth and achievement of its long-term strategic goals,
the Company's overall improvement in performance, recognition of the
Chief Executive Officer's importance and efforts in restructuring and
redirecting the Company with regard to its retail operations, and giving
recognition to the Chief Executive Officer's marketing efforts. In
addition, the Board looked at the compensation paid other executive
talent in the marketplace for general guidance, however, the Board did
not specifically tie or attempt to match the compensation paid other
chief executive officers in the marketplace.
BONUS PAYMENTS. In addition to the base salary, the executive
officers receive bonuses based on performance. The Board of Directors
has established a bonus arrangement pursuant to which Cattleman's pays
executive officers and salaried personnel an aggregate cash bonus,
generally based on actual or estimated processing or retail operations,
equal to 23% of income prior to federal income taxes and calculated as to
each person without reduction for bonuses paid to others. Of the 23%,
David S. Rohtbart, the Chief Executive Officer, receives a 5% cash bonus.
STOCK OPTIONS. The Company has adopted two stock option plans: the
General Incentive Stock Option Plan and the Executive Incentive Stock
Option Plan. Descriptions of the plans are set forth below under the
title of such plans. The objective of the stock option plans is to align
executive officers' long-range interests with those of the shareholders.
The approach used is designed to provide incentives for the creation of
shareholder value over the long term since the full benefit of the
compensation package cannot be realized unless strong Company performance
occurs over a number of years.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Two of the members of the Board of Directors, Markus Rohtbart (Chairman
of the Board) and David S. Rohtbart (President and Chief Executive Officer),
are officers and full time employees of Cattleman's.
Submitted by the Board of Directors.
Markus Rohtbart David S. Rohtbart
Steven L. Karas Samuel Feig
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth the cash compensation
for the fiscal year ended April 28, 1996 and April 30, 1995, respectively,
earned by the Chief Executive Officer of Cattleman's and the two other most
highly compensated executive officer whose total salary and bonus compensation
were in excess of $100,000 for the most recent fiscal year.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
Awards Securities
Restricted Underlying
Stock Options All Other
Names and Fiscal Salary Bonus Award(s) /SARs Compensation
Principal Position Year ($)1 ($) ($) (#) ($)2
<S> <C> <C> <C> <C> <C> <C>
Markus Rohtbart 1996 $234,000 $38,600 - - $19,252
Chairman of the 1995 $234,000 $50,000 - - $16,548
Board 1994 $238,500 $120,000 120,000 -
and Treasurer
David S. Rohtbart 1996 $208,000 $17,000 - - $11,490
President and 1995 $208,000 - - - $8,904
CEO 1994 $216,000 $60,000 120,000 $6,400
Ben Govaere 1996 $84,550 $17,600 $2,457
Senior Vice 1995 $81,000 $17,100 $2,396
President 1994 $75,400 $16,200 36,000 $2,184
</TABLE>
1 Includes amounts deferred under Cattleman's 401(k)
plan.
2 Represents amounts contributed by Cattleman's
pursuant to Cattleman's 401(k) plan plus amounts paid
by Cattleman's as premiums with respect to term life
insurance.
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COMPENSATION OF DIRECTORS
The Board of Directors has determined, effective July 31, 1993, that each
of the members of the Board of Directors will be paid a director's fee in the
amount of $100 per hour for each hour devoted to performing Board and Committee
functions.
FISCAL YEAR-END OPTION VALUES
The following table summarizes the value of the options held by the
executive officers named below at April 28, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)*
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------- ------------------------- -------------------------
<S> <C> <C>
Markus Rohtbart 72,000 / 48,000 - / -
David S. Rohtbart 72,000 / 48,000 - / -
Ben Govaere 21,600 / 14,400 - / -
</TABLE>
*None of the options were in-the-money (based on closing bid price of
Cattleman's Common Stock on April 28, 1996 of $1.69).
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the six month cumulative total
return among Cattleman's, based on the market price of its Common Stock, the
Standard & Poor's 500 Stock Index (the "S&P 500 Index") and two equally
weighted S&P subindexes combined into one, Distributors - Consumer Products
(formerly Food Wholesalers) and Retail (Food Chains) (the "Food Wholesalers -
Retail Index"). The graph assumes $100 invested on November 17, 1993 (the date
on which Cattleman's became a reporting company pursuant to the Securities
Exchange Act of 1934, as amended, and listed on the NASDAQ Small Cap Market)
through April 28, 1996 (the end of Cattleman's last fiscal year) in Cattleman's
Common Stock, the S&P 500 Index and the Food Wholesalers - Retail Index. The
total return assumes reinvestment of dividends.
[LINE GRAPH]
<TABLE>
<CAPTION>
11/93 4/94 4/95 7/95 10/95 1/96 4/96
<S> <C> <C> <C> <C> <C> <C> <C>
Cattleman's Inc. 100 48.65 32.43 24.32 27.03 31.07 43.24
S&P Index 100 97.98 115.1 126.54 131.74 144.94 149.87
S&P Combined 100 102.63 118.95 128.69 135.36 138.21 151.62
</TABLE>
Source: Standard & Poor's Compustat Services, a division of McGraw-Hill, Inc.
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INDEBTEDNESS OF MANAGEMENT
Since the beginning of Cattleman's last fiscal year to June 30, 1996, the
largest amount pursuant to which Markus Rohtbart, Chairman of the Board and
Treasurer, was indebted to Cattleman's for personal loans was equal to
$308,000. In connection with the loans, Markus Rohtbart has executed a
promissory note payable to Cattleman's in the principal amount of $250,000
together with interest at 7% per annum. Pursuant to the note Mr. Rohtbart was
required to make equal, annual installments of principal and interest. The
company waived this requirement for fiscal year 1996. As of June 30, 1996 Mr.
Rohtbart was indebted to Cattleman's for $301,172.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Cattleman's Directors and officers, and persons who own more than ten percent
of Cattleman's common stock, are required to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of Cattleman's. Officers, Directors and greater than
ten-percent shareholders are required by regulation to furnish Cattleman's with
copies of all Section 16(a) reports they file. To Cattleman's knowledge, based
solely on a review of the copies of such reports furnished to Cattleman's and
written representations that no other reports were required during the fiscal
year ended April 28, 1996; Directors, Officers and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P. to serve as
Cattleman's public accountants for the current year ending April 27, 1997.
Such selection is not required to be presented for approval or ratification by
shareholders.
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PRINCIPAL SHAREHOLDERS
The following table presents certain information, as of June 30, 1996,
with respect to the Common Stock owned by each Director, each executive officer
named in the Summary Compensation Table, all executive officers and Directors
as a group, and by each person (including any "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) who is known to
Cattleman's to be the beneficial owner of more than 5% of the outstanding
shares of Cattleman's Common Stock.
<TABLE>
<CAPTION>
NAMES AND TITLES COMMON STOCK PERCENT OF CLASS 1
--------------------------- ------------ ------------------
<S> <C> <C>
Markus Rohtbart 2,806,050(2) 77.1%
Chairman
David S. Rohtbart 160,000(2, 3) 4.4%
President & CEO
Steven L. Karas 3,000 0.1%
Director
Ben Govaere 26,600(4) 0.7%
Senior Vice President
Samuel Feig 9,500 0.3%
Director
All Executive Officers and 3,222,450 88.5%
Directors as a Group
(10 persons)
</TABLE>
1 The calculation of each of the percentages shown in this column is
based on the number of shares officers and such date. outstanding at
June Directors which may 30, 1996, plus the be acquired number of
shares pursuant to held by executive presently exercisable options at
such date.
2 Includes: 1,748,514 shares held of record by the revocable Markus
Rohtbart Declaration of Trust of which lifetime; 328,512 Rohtbart
the sole Rhonda C. Kline Rhonda C. Kline, is by the irrevocable and
his daughter, may be acquired trustee, has sole Markus Rohtbart is
shares of Common Trust of which beneficiary; Trust of which the sole
Jan S. Millhauser Jan S. Millhauser, pursuant to voting and the sole
trustee Stock held of Markus Rohtbart is 328,512 shares of Markus
Rohtbart is beneficiary; Trust of which is the sole presently
investment power and sole record by the sole trustee and Common Stock
held the sole trustee 328,512 shares of Markus Rohtbart is
beneficiary; and exercisable stock over the trust beneficiary during
irrevocable David his son, David S. of record by the and his
daughter, Common Stock held the sole trustee 72,000 shares which
options. Markus shares his S. Rohtbart, is irrevocable of record
Rohtbart, as trustee, has sole voting and investment power over the
trust shares.
3 Includes 72,000 shares which may be acquired pursuant to presently
exercisable stock options. Also, includes 36,000 shares which
are held in escrow pursuant to a written non-competition and
non-disclosure agreement between Cattleman's and certain shareholders
who are to receive 12,000 shares annually over a 5-year period if
certain conditions are met. Until such shares are released from
escrow, David S. Rohtbart has the right to exercise all voting rights
with respect to such shares.
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4 Includes 21,600 shares which may be acquired pursuant to presently
exercisable stock options.
/s/ Matthew G. Martin
----------------------------------
By Order of the Board of Directors
Matthew G. Martin
Secretary
July 26, 1996
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