<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:
[ ] 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.
ATLANTIC PREMIUM BRANDS, LTD.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] 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:
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(4) Date Filed:
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<PAGE> 2
ATLANTIC PREMIUM BRANDS, LTD.
650 DUNDEE ROAD, SUITE 370
NORTHBROOK, ILLINOIS 60062
(847) 412-6200
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Atlantic Premium Brands, Ltd., a Delaware corporation, to be held at 10:00
a.m. central time on Tuesday, August 1, 2000, at Edens Corporate Center, 630
Dundee Road, 2nd Floor, Northbrook, Illinois.
The matters to be considered at the meeting are described in the
accompanying Proxy Statement. Regardless of your plans for attending in person,
it is important that your shares be represented at the meeting. On behalf of the
Board of Directors, I urge you to please complete, sign, date and return the
enclosed proxy card in the enclosed stamped envelope. Signing this proxy will
not prevent you from voting in person should you be able to attend the meeting,
but will assure that your vote will be counted, if, for any reason, you are
unable to attend. If your shares are held in the name of a broker, you should
obtain a letter of identification from your broker and bring it to the meeting.
In order to personally vote shares held in the name of your broker, you must
obtain from the broker a proxy issued to you.
We look forward to seeing you at the 2000 Annual Meeting of Stockholders.
Sincerely,
Merrick M. Elfman
Chairman
June 30, 2000
<PAGE> 3
ATLANTIC PREMIUM BRANDS, LTD.
650 DUNDEE ROAD, SUITE 370
NORTHBROOK, ILLINOIS 60062
(847) 412-6200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2000 Annual Meeting of Stockholders of Atlantic Premium Brands, Ltd.
(the "Company") will be held at Edens Corporate Center, 630 Dundee Road, 2nd
Floor, Northbrook, Illinois, on Tuesday, August 1, 2000, at 10:00 a.m. central
time for the following purposes:
1. To elect three (3) directors to the Board of Directors to serve for
a term of three (3) years and until their respective successors are elected
and qualified;
2. To consider and act upon such other business as may properly come
before the meeting.
Ten days prior to the 2000 Annual Meeting of Stockholders, a list of all
stockholders entitled to vote at the meeting will be open to the examination of
any stockholder for any purpose germane to the meeting, during ordinary business
hours, at the Company's office in Northbrook, Illinois.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED
STAMPED ENVELOPE.
By Order of the Board of Directors
Tom D. Wippman
Secretary
Northbrook, Illinois
June 30, 2000
<PAGE> 4
ATLANTIC PREMIUM BRANDS, LTD.
650 DUNDEE ROAD, SUITE 370
NORTHBROOK, ILLINOIS 60062
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 1, 2000
This Proxy Statement is furnished on or about June 30, 2000 to stockholders
of Atlantic Premium Brands, Ltd. (the "Company") in connection with the
solicitation by the Board of Directors of the Company of proxies to be voted at
the 2000 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual
Meeting will be held at 10:00 a.m. central time on Tuesday, August 1, 2000, at
Edens Corporate Center, 630 Dundee Road, 2nd Floor, Northbrook, Illinois.
The cost of soliciting proxies will be borne by the Company. Copies of
solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of shares of the Company's
Common Stock, and normal handling charges may be paid for such forwarding
service. Solicitation of proxies may be made by the Company by mail or by
personal interview, telephone and telegraph by officers and other management
employees of the Company, who will receive no additional compensation for their
services.
Any stockholders giving a proxy pursuant to this solicitation may revoke it
at any time prior to exercise of the proxy by giving notice of such revocation
to the Secretary of the Company at its executive offices at 650 Dundee Road,
Suite 370, Northbrook, Illinois 60062, or by attending the meeting and voting in
person.
At the close of business on June 20, 2000, there were 6,751,558 shares of
the Common Stock of the Company outstanding and entitled to vote at the meeting.
Only stockholders of record on June 20, 2000, will be entitled to vote at the
meeting, and each share will have one vote.
VOTING INFORMATION
At the Annual Meeting votes will be counted by written ballot. A majority
of the shares entitled to vote will constitute a quorum for purposes of the
Annual Meeting. The election of the Board of Directors' nominees for directors
will require the affirmative vote of a plurality of the shares present in person
or represented by proxy and entitled to vote in the election of directors.
Approval of any other business which may properly come before the Annual
Meeting, or any adjournments thereof, will require the affirmative vote of a
plurality of the shares present in person or represented by proxy and entitled
to vote thereon. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, the aggregate number of votes entitled to be cast by
all stockholders present in person or represented by proxy at the Annual
Meeting, whether those stockholders vote "For," "Against" or abstain from
voting, will be counted for purposes of determining the minimum number of
affirmative votes required for approval of such matters, and the total number of
votes cast "For" each of these matters will be counted for purposes of
determining whether sufficient affirmative votes have been cast. An abstention
from voting on a matter by a stockholder present in person or represented by
proxy at the meeting has the same legal effect as a vote "Against" the matter
even though the stockholder or interested parties analyzing the results of the
voting may interpret such a vote differently. Broker non-votes will have the
effect of reducing the number of shares considered present and entitled to vote
on the matter.
A stockholder may, with respect to the election of directors, (i) vote for
the election of all named director nominees, (ii) withhold authority to vote for
all named director nominees, or (iii) withhold authority to vote with respect to
any nominee, by so indicating in the appropriate space on the proxy card.
Proxies properly executed and received by the Company prior to the meeting
and not revoked, will be voted as directed therein on all matters presented at
the meeting. In the absence of specific direction from a stockholder, proxies
will be voted for the election of all named director nominees. If a proxy
indicates that all
<PAGE> 5
or a portion of the shares represented by such proxy are not being voted with
respect to a particular proposal, such non-voted shares will not be considered
present and entitled to vote on such proposal, although such shares may be
considered present and entitled to vote on other proposals and will count for
the purpose of determining the presence of a quorum.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors currently consists of eight persons and will consist
of eight persons following the Annual Meeting assuming the election of all of
the nominees to the Board of Directors. In addition to the eight directors
currently in office, there is one vacancy on the Board of Directors. The Board
of Directors is divided into three classes, each of whose members serves for a
staggered three-year term. The terms of the current Class I Directors (Messrs.
Becker, Fleming and Jordan) expire with this Annual Meeting. Each of these
individuals has been nominated as a Class I Director to be elected at the Annual
Meeting. Each of the nominees, if elected, will serve for three years until the
2003 Annual Meeting of Stockholders and until a successor has been elected and
qualified. The current Class II and III Directors will continue in office until
the 2001 and 2002 Annual Meetings of Stockholders, respectively. The vacancy on
the Board of Directors is for a Class III director.
The following table presents information concerning both persons nominated
for election as directors of the Company and continuing directors of the
Company, including their current membership on committees of the Board of
Directors, principal occupations or affiliations during the last five years and
certain other directorships held.
NOMINEES FOR DIRECTORS
Class I -- Directors to be Elected at the 2000 Annual Meeting:
Eric D. Becker. Mr. Becker, age 37, served as Chairman of the Company from
September 1993 through July 1996, and has been a director since 1991, when the
Company's business was purchased from a predecessor. Mr. Becker is also a
co-founder and Managing Principal of Sterling Capital, Ltd., a private
investment firm which was founded in 1984 ("Sterling Capital"), and, since 1984,
Mr. Becker has also been Chairman and Vice President of Sterling Group, Inc., an
affiliate of Sterling Capital ("Sterling Group"). Mr. Becker is also Chairman of
International Collectors Society LP, a privately-held collectibles company
("ICS"), and The Becker Group, Ltd., a privately-held company in the mall
decorations business ("Becker Group"). Mr. Becker has also been a Principal of
Sterling Advisors, LP ("Sterling Advisors") since 1984 and Managing Director of
Sterling Venture Partners, LLC since July 1999.
Brian Fleming. Mr. Fleming, age 54, has served as a director of the Company
since December 1997 and is currently a member of the Compensation Committee. Mr.
Fleming is President and Chief Operating Officer of E.W. Knauss & Son, a
manufacturer of processed meat products specializing in dried beef and meat
snacks, a position he has held since 1998. From 1991 to 1997, Mr. Fleming was
the President of Knauss Snack Food Company, a privately-held meat snack
business. Prior to 1991, Mr. Fleming was the President and Chief Operating
Officer of Acme Foods Company, a privately-held meat snack company. Mr. Fleming
is presently a director of the McShane Group, a management consulting company,
and The Decal Source, which designs and distributes decals for use in Nascar
motor sports, positions he has held since 1997 and 1998, respectively.
G. Cook Jordan, Jr. Mr. Jordan, age 48, has served as a director of the
Company since September 1993 and is a member of the Audit Committee and the
Compensation Committee. Mr. Jordan is a private investor. From 1998 to 1999, Mr.
Jordan was a general partner at CID Equity Partners, a venture capital
investment fund. From 1996 through 1998, Mr. Jordan was a principal at C3
Holdings, LLC, a private investment firm. From 1988 through 1996, Mr. Jordan
served as a Manager of Allstate Venture Capital, which is affiliated with
Allstate Insurance Company.
2
<PAGE> 6
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Class II -- Directors Serving Until 2001 Annual Meeting:
Merrick M. Elfman. Mr. Elfman, age 41, is Chairman of the Company, a
position he has held since July 1996, and has been a director of the Company
since 1993. Mr. Elfman has been Chairman of Gray Supply Company, Inc., a
privately-held distributor of specialty lighting products ("Gray"), since 1989,
and Carlton Foods, which is now a subsidiary of the Company, since 1990;
Vice-Chairman of ICS since 1997; and a director of Becker Group since 1998. He
is also the founder of Elfman Venture Partners, Inc. ("EVP"), a private
investment firm of which he has been president since 1987.
John T. Hanes. Mr. Hanes, age 63, has served as a director of the Company
since December 1997 and is a member of the Audit Committee. From 1994 to the
present, Mr. Hanes has served as President of The John T. Hanes Company, a
management consulting firm, and he has been a director of Premier Valley Foods,
a privately-held manufacturer and marketer of the DelMonte brand of dried
fruits, since 1998. From 1991 to 1994, Mr. Hanes served as the Chairman and
President of Doskocil Companies/Wilson Foods Corporation, Incorporated, a
publicly-held manufacturer of pizza and other processed meat products, and
retired as its Chief Executive Officer.
Steven M. Taslitz. Mr. Taslitz, age 41, has served as a director of the
Company since 1991. Mr. Taslitz is a co-founder and Managing Principal of
Sterling Capital and Sterling Group and a partner of Sterling Advisors. He has
served as the President of Sterling Group since 1984. Mr. Taslitz is a director
of Gray and Becker Group.
Class III -- Directors Serving Until 2002 Annual Meeting:
John A. Miller. Mr. Miller, age 46, has served as a director of the Company
since September 1993 and is currently a member of the Audit Committee and the
Compensation Committee. Mr. Miller has served as President of North American
Paper Company since 1988. Mr. Miller has been a director of Network Services
Inc. since 1991, where he is a member of the Compensation Committee and Audit
Committee; a director of Becker Group since 1998; and a director of ICS since
1998, where he is a member of the Compensation Committee.
Alan F. Sussna. Mr. Sussna, age 43, has served as a director of the Company
since March 1996 and is the Company's President and Chief Executive Officer,
positions he has held since March 1996. Mr. Sussna is also a director of ICS and
Becker Group (where he is a member of the Compensation Committee), positions he
has held since 1998. From 1991 through 1995, Mr. Sussna was a director of Bain &
Company, a consulting firm. In the fall of 1999, Mr. Sussna was elected to the
Board of Directors of StartSampling, Inc., an internet start-up. Through his
association with Bain & Company and as a partner in the consulting firm of
McKinsey & Company, he has opened offices as well as led those firms' Consumer
Goods practices. Mr. Sussna has also held industry positions as Executive Vice
President -- Sales and Marketing for Jim Beam Brands and in product management
at Frito-Lay, Inc.
BOARD COMMITTEES
The Board of Directors has established an Audit Committee and a
Compensation Committee and has no nominating committee. Selection of nominees
for the Board is made by the entire Board of Directors.
Since May 1998, the Audit Committee has been composed of Mr. Hanes, Mr.
Jordan and Mr. Miller. The Audit Committee is responsible for reviewing the
internal accounting procedures of the Company and the results and scope of the
audit and other services provided by the Company's independent auditors,
consulting with the Company's independent auditors and recommending the
appointment of independent auditors to the Board of Directors. The Audit
Committee met two times during the year ended December 31, 1999; each member of
the Audit Committee attended both meetings.
Since April 1998, the Compensation Committee has been composed of Mr.
Jordan, Mr. Fleming and Mr. Miller. The Compensation Committee has the authority
and performs all of the duties related to the
3
<PAGE> 7
compensation of management of the Company, including determining policies and
practices, changes in compensation and benefits for management, determination of
employee benefits and all other matters relating to employee compensation,
including matters relating to the administration of the Company's 1999 Amended
and Restated Stock Option Plan (the "Option Plan"). The Compensation Committee
met three times during the year ended December 31, 1999; each member of the
Compensation Committee attended all three meetings.
ATTENDANCE AT MEETINGS
During the year ended December 31, 1999, the Board of Directors held five
meetings. All directors attended at least 75% of the meetings of the Board of
Directors, except Mr. Becker, who attended three of the five meetings.
DIRECTORS' FEES
Under the Option Plan, non-employee directors receive options to purchase
10,000 shares of Common Stock on January 1 of each year.
4
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of Common Stock as of June 20, 2000, by each person known by the Company to be
the beneficial owner of more than five percent (5%) of the outstanding shares of
Common Stock, each director of the Company, each Named Officer (as defined
below), and all executive officers and directors as a group. The information
presented in the table is based upon the most recent filings with the Securities
and Exchange Commission (the "SEC") by such persons or upon information
otherwise provided by such persons to the Company.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAMES OF BENEFICIAL OWNERS OWNED(1) PERCENTAGE OWNED
-------------------------- ------------------- ----------------
<S> <C> <C>
Douglas L. Becker........................................... 405,957(2) 5.99%
Eric D. Becker.............................................. 503,457(3) 7.37%
Merrick M. Elfman........................................... 520,059(4) 7.61%
Philip L. Glass............................................. 408,768(5) 6.05%
Bruce L. Goldman............................................ 647,076(6) 9.58%
Rudolf Christopher Hoehn-Saric.............................. 436,699(7) 6.47%
Steven M. Taslitz........................................... 510,934(8) 7.48%
Thomas M. Dalton............................................ 147,133(9) 2.14%
Steven E. Englander......................................... 18,750(10) *
Brian T. Fleming............................................ 27,500(11) *
John T. Hanes............................................... 32,400(11) *
G. Cook Jordan, Jr.......................................... 86,607(12) 1.27%
John A. Miller.............................................. 194,905(13) 2.86%
Alan F. Sussna.............................................. 544,424(14) 7.65%
All directors and executive officers as a group (10
persons).................................................. 2,586,169(15) 33.73%
</TABLE>
---------------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to options or warrants currently
exercisable or exercisable within 60 days are deemed outstanding for
purposes of computing the percentage ownership of the person holding such
option or warrant but are not deemed outstanding for purposes of computing
the percentage ownership of any other person. Except where indicated
otherwise, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
(2) Includes 30,000 shares underlying currently exercisable options. The
address for this shareholder is c/o 650 Dundee Road, Suite 370, Northbrook,
IL 60062.
(3) Includes 392,293 shares held by Mr. Becker's wife (of which Mr. Becker
disclaims beneficial ownership) and 77,500 shares underlying currently
exercisable options or options exercisable within 60 days. The address for
this shareholder is c/o 650 Dundee Road, Suite 370, Northbrook, IL 60062.
(4) Includes 82,000 shares underlying currently exercisable options or options
exercisable within 60 days. Of the remaining 438,059 shares, 433,805 are
held by Mr. Elfman and his wife jointly. The address for this shareholder
is c/o 650 Dundee Road, Suite 370, Northbrook, IL 60062.
(5) Includes 130,240 shares held by the Glass International Ltd. Profit Sharing
Plan and Trust dated July 1, 1983 (the "Trust"). Mr. Glass and his wife,
Ellen V. Glass, are co-trustees and also the beneficiaries of the Trust. Of
the remaining shares, 278,528 are held by Mr. Glass and his wife jointly,
either as joint tenants or tenants in common. The address for this
shareholder is 20 N. Wacker, #3400, Chicago, IL 60606-3102.
5
<PAGE> 9
(6) Includes 250,346 shares held by Mr. Goldman and Mr. Taslitz as co-trustees
of the KJT Gift Trust. Mr. Goldman disclaims beneficial ownership of the
shares held by the KJT Gift Trust. The address for this shareholder is c/o
650 Dundee Road, Suite 370, Northbrook, IL 60062.
(7) Includes 24,593 shares held by Mr. Hoehn-Saric as Trustee for the benefit
of Gabriella Hoehn-Saric and 21,519 shares held by him as Trustee for the
benefit of Rudolph Christopher Hoehn-Saric, Jr. Also includes 30,000 shares
underlying currently exercisable options or options exercisable within 60
days. The address for this shareholder is c/o 650 Dundee Road, Suite 370,
Northbrook, IL 60062.
(8) Includes 144,923 shares held by Mr. Taslitz as trustee of the Kathy J.
Taslitz Trust and 250,346 shares held by Mr. Taslitz and Mr. Goldman as
co-trustees of the KJT Gift Trust. Mr. Taslitz disclaims beneficial
ownership of the 250,346 shares held by him as co-trustee of the KJT Gift
Trust. Also includes 82,000 shares underlying currently exercisable options
or options exercisable within 60 days. The address for this shareholder is
c/o 650 Dundee Road, Suite 370, Northbrook, IL 60062.
(9) Includes 133,333 shares underlying currently exercisable options or options
exercisable within 60 days.
(10) Includes 15,000 shares underlying currently exercisable options or options
exercisable within 60 days.
(11) Includes 27,500 shares underlying currently exercisable options or options
exercisable within 60 days.
(12) Includes 52,000 shares underlying currently exercisable options or options
exercisable within 60 days. Also includes 19,607 shares held by Mr.
Jordan's IRA.
(13) Includes 52,000 shares underlying currently exercisable options or options
exercisable within 60 days.
(14) Includes 165,725 shares held by Mr. Sussna as trustee of the Alan F. Sussna
Trust and 9,803 shares held by Mr. Sussna's wife, Brenda B. Sussna, as
trustee of the Brenda B. Sussna Trust. Mr. Sussna disclaims beneficial
ownership of all 9,803 shares held by his wife as trustee of the Brenda B.
Sussna Trust. Also includes 366,667 shares underlying currently exercisable
options or options exercisable within 60 days, which are held by Mr. Sussna
as Trustee of the Alan F. Sussna Trust.
(15) Includes 915,500 shares underlying currently exercisable options or options
exercisable within 60 days.
COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth annual and long-term compensation for the
fiscal years ended December 31, 1997, 1998 and 1999 for services in all
capacities to the Company of (i) the Chief Executive Officer, and (ii) the
Company's next two most highly compensated executive officers (collectively, the
"Named Officers"). No other executive officer of the Company received total
annual salary and bonus in excess of $100,000 during 1999.
6
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
--------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(2)
--------------------------- ---- --------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Alan F. Sussna,......................... 1999 335,394 145,500 -- 40,523
President and 1998 310,346 50,000 500,000 27,704
Chief Executive Officer 1997 270,000 53,825 -- 21,462
Thomas M. Dalton,....................... 1999 159,808 33,750 125,000 20,854
Senior Vice President and 1998 110,425 -- 75,000 12,462
Chief Financial Officer (1)
Steven E. Englander,.................... 1999 106,999 10,000 -- 14,060
Senior Vice President - Marketing (3) 1998 39,095 -- 45,000 3,231
</TABLE>
---------------
(1) Mr. Dalton joined the Company as Senior Vice President and Chief Financial
Officer on April 6, 1998.
(2) These amounts represent $3,462, $3,704 and $1,523 contributed by the Company
in 1997, 1998 and 1999, respectively, to its 401(k) Plan on behalf of Mr.
Sussna; $18,000, $24,000, and $39,000 paid to Mr. Sussna in 1997, 1998, and
1999, respectively, as an allowance for transportation costs and health
related benefits; $12,462 and $18,000 paid to Mr. Dalton in 1998 and 1999,
respectively, as an allowance for transportation costs and health related
benefits; $2,854 and $2,060 contributed by the Company in 1999 to its 401(k)
Plan on behalf of Dr. Daton and Mr. Englander, respectively; and $3,231 and
$12,000 paid to Mr. Englander in 1998 and 1999, respectively, as an
allowance for transportation costs and health related benefits.
(3) Mr. Englander joined the Company as Senior Vice President-Marketing on
August 10, 1998.
OPTION GRANTS
The following table sets forth certain information concerning option grants
to the Named Officers during 1999:
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS(1) ANNUAL RATES OF
----------------------------------------------------------- STOCK PRICE
PERCENT OF APPRECIATION FOR
NUMBER OF TOTAL OPTIONS OPTION TERM
SECURITIES GRANTED TO EXERCISE ---------------------
UNDERLYING OPTIONS EMPLOYEES IN PRICE(3) EXPIRATION 5% 10%
NAME AND PRINCIPAL POSITION GRANTED FISCAL YEAR(2) ($/SH) DATE ($) ($)
--------------------------- ------------------ -------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Alan F. Sussna............... -0- 0% N/A N/A N/A N/A
Thomas M. Dalton............. 125,000 43% $2.75 07/23/09 216,183 547,849
Steven E. Englander.......... -0- 0% N/A N/A N/A N/A
</TABLE>
---------------
(1) These options were issued pursuant to the Company's option plan and the
Named Officer's employment agreement and may not be exercised until they
vest. Mr. Dalton's 125,000 options vest one-third on each of July 23, 1999,
2000 and 2001, subject to acceleration upon the satisfaction of certain
conditions set forth in Mr. Dalton's employment agreement.
(2) Based on 287,918 options granted to all employees.
(3) Based on the market price on the date of grant.
There were no option exercises by the Named Officers in 1999. Shown below
is information with respect to outstanding options held by the Named Officers as
of December 31, 1999. All options reflected in the chart below were granted
under the Option Plan and the Named Officer's employment agreement.
7
<PAGE> 11
AGGREGATED 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT 12/31/99
NAME 12/31/99 EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ---------------------------------- --------------------------------
<S> <C> <C>
Alan F. Sussna..................... 233,333/516,667 $75,000/$50,000
Thomas M. Dalton................... 66,667/133,333 $0/$0
Steven E. Englander................ 5,000/40,000 $0/$0
</TABLE>
---------------
(1) Based on closing price of $2.00 per share of Common Stock on December 31,
1999, as reported by the American Stock Exchange.
PERFORMANCE GRAPH
The graph below compares the Company's cumulative stockholder return on its
Common Stock since December 31, 1994 with the CRSP Total Return Index for the
Nasdaq Stock Market (US and Foreign), the CRSP Total Return Index for the Nasdaq
Stock Market (US) and a composite peer group of Hormel Foods Corp., Smithfield
Foods Inc., Thorn Apple Valley Inc. and Bridgford Foods Corp.
The Company has included the CRSP Total Return Index for the Nasdaq Stock
Market (US) on its stock performance graph this year. The Board of Directors
believes that the CRSP Total Return Index for the Nasdaq Stock Market (US)
includes companies with more comparable market capitalization than the CRSP
Total Return Index for the Nasdaq Stock market (US and Foreign). A comparison to
the CRSP Total Return Index for the Nasdaq Stock Market (US and Foreign) is
included this year in order to provide transition to the new market index.
Since December 31, 1997, the Company's Common Stock has been principally
traded on the American Stock Exchange ("AMEX") under the symbol "ABR."
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
ATLANTIC PREMIUM NASDAQ STOCK MARKET NASDAQ STOCK MARKET
BRANDS, LTD. (U.S. & FOREIGN) (US) COMPSITE PEER GROUP
---------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
12/31/94 100.000 100.000 100.000 100.000
12/31/95 42.553 140.359 141.335 98.960
12/31/96 98.404 171.847 173.898 110.414
12/31/97 127.660 209.841 213.067 152.209
12/31/98 63.830 290.635 300.431 153.211
12/31/99 68.085 545.460 555.988 160.997
</TABLE>
8
<PAGE> 12
This graph is not deemed to be "soliciting material" or to be filed with
the SEC or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Act of 1934 (the "1934 Act"), and the graphs shall not be
deemed to be incorporated by reference into any prior or subsequent filing by
the Company under the Securities Act of 1933 (the "1933 Act") or the 1934 Act.
CONSULTING AND EMPLOYMENT AGREEMENTS
Effective March 15, 1996, the Company entered into an Employment Agreement
with Mr. Sussna, pursuant to which Mr. Sussna serves as the Company's Chief
Executive Officer and President. The initial term of the Employment Agreement is
for five years and may be extended for additional one year periods commencing
March 15, 2001 unless and until terminated by written notice given by either
party to the other six months prior to each applicable termination date. The
Employment Agreement provides that the Company will pay Mr. Sussna base
compensation of $230,000 in the first year of the Employment Agreement and
$200,000 per year thereafter, subject to normal cost of living increases, as
well as those increases permitted by the Compensation Committee. The base
compensation was raised to $300,000 per year in April 1997, with subsequent
increases resulting in base salary being set at $338,250 in 1999. Mr. Sussna's
Employment Agreement also provides for an annual bonus based on cash flow. The
Compensation Committee approved a revised bonus structure for Mr. Sussna in 1998
pursuant to which Mr. Sussna will receive an annual bonus of up to 50% of his
base salary, based on the Company's actual cash flow and management objectives.
Pursuant to his Employment Agreement, Mr. Sussna received options to purchase
250,000 shares of the Company's Common Stock at an exercise price of $1.50 per
share, which options vest in five equal installments on the first through fifth
anniversaries of the effective date of the Employment Agreement, subject to
acceleration upon the satisfaction of certain conditions set forth in the
Employment Agreement. In 1998, the Compensation Committee granted Mr. Sussna
options to purchase an additional 500,000 shares of Common Stock at an exercise
price of $2.75 per share, 250,000 of which options vest in three equal
installments on the first through third anniversaries of the date of the grant,
while the vesting of the remaining 250,000 options depends upon the Company's
stock price achieving certain levels.
Effective April 6, 1998, the Company entered into an Employment Agreement
with Mr. Dalton, pursuant to which Mr. Dalton serves as the Company's Senior
Vice President and Chief Financial Officer. The initial term of the Employment
Agreement is for three years and may be extended for additional one year periods
commencing April 6, 2001 unless and until terminated by written notice given by
either party to the other six months prior to each applicable termination date.
The Employment Agreement provides that the Company will pay Mr. Dalton base
compensation of $150,000 in the first year of the Employment Agreement, subject
to normal cost of living increases, as well as those increases permitted by the
Compensation Committee. Mr. Dalton's base compensation was increased to $165,000
per year in 1999. The Employment Agreement provides for an annual bonus of up to
30% of Mr. Dalton's base salary, based on various performance criteria. In May
1999, the Compensation Committee approved an increase to Mr. Dalton's annual
bonus so that Mr. Dalton will receive an annual bonus of up to 40% of his base
salary. Pursuant to his Employment Agreement, Mr. Dalton received options to
purchase 75,000 shares of the Company's Common Stock at an exercise price of
$3.375 per share which options vest in three equal installments on the first
through third anniversaries of the date of grant, subject to acceleration upon
the satisfaction of certain conditions set forth in Mr. Dalton's Employment
Agreement. In 1999, the Compensation Committee granted Mr. Dalton options to
purchase an additional 125,000 shares of the Company's Common Stock at an
exercise price of $2.75 per share which options vest in three equal installments
on the issuance and second through third anniversaries of the date of grant,
subject to acceleration upon the satisfaction of the conditions set forth in Mr.
Dalton's Employment Agreement.
Effective August 10, 1998, the Company entered into an Employment Agreement
with Mr. Englander, pursuant to which Mr. Englander serves as the Company's
Senior Vice President -- Marketing. The Employment Agreement may be terminated
by Mr. Englander or the Company at any time, subject in some circumstances to
the Company's obligation to pay Mr. Englander's compensation for a period of
time after the termination, which period depends upon the reason for the
termination and the duration of Mr. Englander's employment with the Company
prior to termination and which period in no event exceeds six months. The
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<PAGE> 13
Employment Agreement provides that the Company will pay Mr. Englander base
compensation of $107,000 per year during his employment with the Company,
subject to normal cost of living increases. Mr. Englander will also receive an
annual bonus of up to 30% of his base salary, 50% of which will be based on
overall Company performance and 50% of which will based upon management
objectives described by the Chief Executive Officer on an annual basis. Pursuant
to his Employment Agreement, Mr. Englander received options to purchase 45,000
shares of the Company's Common Stock, 15,000 of which have an exercise price of
$2.875 per share and vest in three equal installments on the first through third
anniversaries of the date of the Employment Agreement, 15,000 of which have an
exercise price of $3.31 (the average closing price of the ten trading days
preceding August 10, 1999) and vest in three equal installments on the second
through fourth anniversaries of the date of the Employment Agreement, and 15,000
of which have an exercise price which will be equal to the average closing price
on the ten trading days preceding August 10, 2000 and vest in three equal
installments on the third through fifth anniversaries of the date of the
Employment Agreement.
The Employment Agreements for Mr. Sussna and Mr. Dalton provide for certain
separation benefits. These provisions provide that if the executive's employment
is terminated either (1) by the Company without cause, or (2) by the executive
due to a reduction in responsibility without his consent, a reduction in his
base salary, relocation of his office from Chicago, Illinois, a failure by the
Company to comply with the terms of the Employment Agreement, or certain changes
of control of the Company, then the executive will receive the full amount of
the executive's base salary, the annual bonus to which the executive would have
been entitled but for the termination, and continued employee benefits for the
maximum period permitted by law. These separation benefits are also triggered if
the aggregate beneficial ownership of the following individuals is reduced to
less than 15% of the number of shares of Common Stock outstanding: Douglas L.
Becker, Eric D. Becker, Merrick M. Elfman, Bruce L. Goldman, Rudolf Christopher
Hoehn-Saric and Steven M. Taslitz, as well as their spouses and dependent
children or trusts established for their benefit.
The Employment Agreements for Mr. Sussna, Mr. Dalton and Mr. Englander also
contain certain non-competition and confidentiality provisions pursuant to which
they agree not to compete with the Company for a period of three years (two
years in the case of Mr. Dalton and Mr. Englander) following termination of his
employment with the Company, nor will they solicit for employment any director,
stockholder or certain employees of the Company during such period. The
Employment Agreements also provide that Mr. Sussna, Mr. Dalton and Mr. Englander
will not disclose any confidential information concerning the Company and its
business to any other person or entity except as may be required by law.
The Company was also a party to a consulting agreement with entities owned
by certain directors and stockholders of the Company. See "Certain Transactions
with Management and Others."
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board of Directors and the Compensation Committee has furnished the
following report on its policies with respect to the compensation of the
executive officers. The report is not deemed to be "soliciting material" or to
be "filed" with the SEC or subject to the SEC's proxy rules or to the
liabilities of Section 18 of the 1934 Act, and the report shall not be deemed to
be incorporated by reference into any prior or subsequent filing by the Company
under the 1933 Act or the 1934 Act.
The Company's Board of Directors established the Compensation Committee at
the end of 1993, and the Compensation Committee will determine and act upon
compensation decisions as described below in 2000 and future years. Decisions on
compensation of the Company's executive officers generally will be made by the
Compensation Committee of the Board of Directors. No member of the Compensation
Committee is an employee of the Company. Since April 1998, the Compensation
Committee has consisted of Mr. Fleming, Mr. Jordan and Mr. Miller. All decisions
by the Compensation Committee relating to the compensation of the Company's
executive officers will be reviewed by its full Board of Directors.
COMPENSATION POLICIES TOWARD NAMED OFFICERS AND EXECUTIVE OFFICERS
The Company's executive compensation policies are intended to provide
competitive levels of compensation that reflect the Company's annual and
long-term performance goals, reward superior corporate
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<PAGE> 14
performance and assist the Company in attracting and retaining qualified
executives. Total compensation for the executive officers is comprised of three
principal components: base salary, annual incentive compensation and grants of
options to purchase the Company's Common Stock. The base salaries, if not fixed
by contract, are set at levels which the Compensation Committee believe are
comparable to those of executives of similar status in the food industry. In
addition to base salary, each senior executive may be eligible to receive an
annual bonus tied to the Company's success in achieving certain annual
performance measures, as well as individual performance. The Board of Directors
and the Compensation Committee also believe that longer-term incentives are
appropriate to motivate and retain key personnel and that stock ownership by
management is beneficial in aligning management's and stockholders' interests in
the enhancement of stockholder value. Accordingly, the Compensation Committee
intends to consider annual grants of stock options to certain of the executive
officers and other eligible persons under the Option Plan.
The following describes in more specific terms the three elements of the
executive officers' compensation in 1999:
Base Salary. The base salaries for Mr. Sussna, Mr. Dalton and Mr. Englander
are fixed by contract, and Mr. Elfman is not directly compensated by the
Company. The Compensation Committee may also consider discretionary adjustments
for those executive officers under contract. In 1999, Mr. Sussna's base salary
was increased to $338,250 and Mr. Dalton's base salary was increased to
$165,000, which increases reflect both cost of living and discretionary
adjustments.
Annual Incentive Bonus. Annual incentive bonuses are primarily based upon
the achievement of measurable pre-tax earnings performance goals established at
the beginning of the fiscal year. With respect to Mr. Sussna, the Company is to
pay Mr. Sussna an annual bonus of up to 50% of his base salary, based on the
Company's actual cash flow and management objectives. In 1999, Mr. Sussna
received $145,500 in bonus compensation. Mr. Dalton's bonus of up to 40% of base
salary is also based on the Company's actual cash flow and management
objectives. In 1999, Mr. Dalton received $33,750 in bonus compensation. Mr.
Englander's bonus of up to 30% of base salary is based 50% on overall company
performance and 50% on management objectives described by the Chief Executive
Officer on an annual basis. In 1999, Mr. Englander received $10,000 in bonus
compensation. The Compensation Committee may also consider discretionary bonuses
for those executive officers under contract.
Long-Term Stock Option Incentives. Stock options provide executives with
the opportunity to buy an equity interest in the Company and to share in the
appreciation of the value of the Company's Common Stock. Stock options are
granted at the fair market value price of the Common Stock on the date of grant,
are subject to vesting over time and only have future value for the executive
officers if the stock price appreciates from the date of grant. All options have
terms of ten years from the date of grant. Factors influencing stock option
grants to executive officers include performance of the Company, relative levels
of responsibility, contributions to the businesses of the Company and
competitiveness with other growth oriented companies. Stock options granted to
executive officers and other management employees are approved by the
Compensation Committee. In 1999, Mr. Sussna and Mr. Englander were not granted
any options. Mr. Dalton received options to purchase 125,000 shares of the
Company's Common Stock at an exercise price of $2.75 her share, which vest in
three equal installments on the issuance and second through third anniversaries
of the date of grant, subject to acceleration upon the satisfaction of certain
conditions set forth in Mr. Dalton's employment agreement.
Other Compensation Plans. The Company maintains a defined contribution plan
(the "401(k) Plan") which is intended to satisfy the tax qualification
requirements of Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code
of 1986, as amended (the "Code"). The Company's executive officers are eligible
to participate in the 401(k) Plan and are permitted to contribute up to the
maximum percentage allowable not to exceed the limits of Code Sections 401(k),
404 and 415 (i.e., $10,000 in 1999). All amounts deferred under the 401(k)
Plan's salary reduction feature by a participant vest immediately in the
participant's account while contributions made by the Company vest over a six
year period in the participant's account. The Company will make a matching
contribution to the 401(k) Plan equal to 50% of each participant's contribution,
up to a maximum of 6% of the participant's salary. The Company may make
additional discretionary contributions.
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<PAGE> 15
Benefits. Benefits offered to executive officers are largely those that are
offered to the general employee population, such as life insurance coverage and
participation in the 401(k) Plan. Benefits are not tied directly to corporate
performance.
Mr. Elfman's Compensation. Although Mr. Elfman received no direct
compensation from the Company during 1999, the Company paid EVP $52,000 for
services provided in connection with the December 1998 to February 1999
disposition of the beverage division, including the services of Mr. Elfman. See
"Certain Transactions with Management and Others."
The Compensation Committee believes that the Company's executive
compensation policies and programs serve the interests of the Company and its
stockholders. Total compensation to the executive officers is linked to Company
performance.
Submitted by the Members of the Compensation Committee:
Brian T. Fleming
G. Cook Jordan, Jr.
John A. Miller
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's officers, directors
and certain beneficial holders of Common Stock to file reports about their
beneficial ownership of the Company's Common Stock. Specific due dates for these
reports have been established and the Company is required to disclose in this
Proxy Statement any failure to file by these dates during 1999. All of these
filing requirements were satisfied except that Mr. Dalton and Mr. Sussna failed
to timely report two transactions and Mr. Miller failed to timely report four
transactions. In making these disclosures, the Company has relied solely upon
written representations of its directors and executive officers and copies of
the reports they filed with the SEC.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company entered into a Consulting Agreement (the "Consulting
Agreement") with Mr. Eric Becker and Sterling Group (assigned by Sterling Group
to Sterling Advisors), effective November 29, 1993, pursuant to which Mr. Becker
acted as a part-time consultant to the Company and served as the Company's
Chairman of the Board and a director. The initial term of this Consulting
Agreement was from November 29, 1993 until December 31, 1998. The term of the
agreement was to extend for additional one year periods commencing on January 1,
1999, and each January 1 thereafter, unless and until terminated by written
notice given by either party to the other 12 months prior to each applicable
termination date. The Consulting Agreement provided that the Company pay
Sterling Advisors a base fee of $140,000 per year, which base fee was to
increase by 3% on January 1 of each year the agreement remained in effect.
Effective March 15, 1996, the Consulting Agreement was terminated and
replaced with a new Consulting Agreement (the "New Consulting Agreement")
pursuant to which Sterling Advisors and EVP agreed to provide consulting
services to the Company for base consulting fees in the aggregate of $300,000
per year, increasing 5% on January 1 of each year the agreement is in effect and
increases or decreases in the event of an acquisition or divestiture by the
Company. Messrs. Douglas Becker (a 5% beneficial owner of the Company's Common
Stock), Eric Becker (a director and 5% beneficial owner), Rudolph Christopher
Hoehn-Saric (a 5% beneficial owner), and Steven Taslitz (a director and 5%
beneficial owner) own Sterling Advisors, while Mr. Merrick Elfman (a director
and 5% beneficial owner) is the sole stockholder of EVP. Mr. Elfman acts as a
consultant to the Company and starting in July 1996 began serving as the
Company's Chairman of the Board pursuant to the New Consulting Agreement. The
New Consulting Agreement provides that the Chairman is entitled to participate
in any profit sharing plan, retirement plan, group life insurance plan or other
insurance plan or medical insurance plan maintained by the Company for its
non-employee directors, and reimbursement for certain fees of professional
organizations.
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<PAGE> 16
The term of the New Consulting Agreement is from March 15, 1996 until
December 31, 2001. The term of the agreement extends for additional one year
periods commencing January 1, 2002, and each January 1 thereafter, unless and
until terminated by written notice given by either party to the other 12 months
prior to each applicable termination date. All compensation payable by the
Company under the New Consulting Agreement is payable 80% to Sterling Advisors
and 20% to EVP. The New Consulting Agreement provides that Sterling Advisors and
EVP (or their respective principals) will receive in the aggregate options to
purchase 25,000 shares of Common Stock during each year in which the New
Consulting Agreement is in effect. Such options vest on December 31 of each year
at an exercise price equal to the fair market value of the Common Stock on the
preceding January 1 of the same year. The New Consulting Agreement also provides
for the reimbursement of certain expenses incurred by Sterling Advisors and EVP
on behalf of the Company.
For the 18 month period commencing July 1, 1997 and ending December 31,
1998, Sterling Advisors and EVP agreed not to take any consulting fees which
would otherwise be payable under the New Consulting Agreement and in lieu
thereof the Company paid Sterling Advisors and EVP an aggregate of $750,000 in
investment banking fees in connection with its March 1998 acquisition of J.C.
Potter Sausage Company and the related financing. The New Consulting Agreement
was further amended effective as of December 1, 1998 in connection with the
December 1998 to February 1999 disposition of the beverage division. This
amendment (the "Beverage Amendment") provided for an aggregate payment to
Sterling Advisors and EVP of $260,000 for services provided in connection with
the disposition of the beverage division, in lieu of all other base fees that
would have been payable under the New Consulting Agreement for the period from
January 1, 1999 through July 15, 1999. Subsequent to July 15, 1999, there is no
consulting agreement in place with Sterling Advisors and EVP. It is expected
that future payments to Sterling Advisors and EVP will be related to services
provided for specific transactions entered into by the Company.
The Company, Sterling Group and Messrs. Eric Becker, Steven Taslitz,
Douglas Becker and Christopher Hoehn-Saric entered into a Non-Compete and
Non-Disclosure Agreement containing certain non-competition and confidentiality
provisions pursuant to which Sterling Group and Messrs. E. Becker, Taslitz, D.
Becker and Hoehn-Saric agreed not to compete with the Company for a period
ending one year after Sterling Group's consulting relationship with the Company
is terminated, nor will they solicit for employment any director, stockholder or
certain employees of the Company during such period. This agreement also
provides that neither Sterling Group nor these individuals will disclose any
confidential information concerning the Company and its business to any other
person or entity except as may be required by law.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company engaged the firm of KPMG LLP as its independent public
accountants for 1999. It is expected that a representative from this firm will
be present at the Annual Meeting, and will be available to respond to
appropriate questions from the stockholders if the need arises, or make a
statement if the representative desires to do so.
The Audit Committee of the Board of Directors of the Company voted to
replace Arthur Andersen LLP with KPMG LLP as the Company's independent
accountant. This decision was communicated to Arthur Andersen LLP on December
14, 1998. During fiscal years 1996 and 1997, and the subsequent interim period
of 1998 prior to December 14, 1998, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, nor did Arthur Andersen
LLP's reports on the financial statements for such periods contain an adverse
opinion or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principles. In connection with the
filing of a Current Report on Form 8-K with the SEC regarding the Company's
change in accountants, Arthur Andersen LLP, by letter addressed to the SEC and
filed with the Form 8-K, indicated that it is in agreement with the statements
in the preceding sentence.
13
<PAGE> 17
STOCKHOLDER PROPOSALS
All stockholder proposals intended to be presented at the 2001 Annual
Meeting of Stockholders must be received by the Company no later than March 2,
2001 and must otherwise comply with rules of the Securities and Exchange
Commission for inclusion in the Company's proxy statement and form of proxy
relating to the meeting.
OTHER MATTERS
The Company knows of no other matters to be presented for action at the
Annual Meeting other than those mentioned above. However, if any other matters
should properly come before the meeting, it is intended that the persons named
in the accompanying proxy card will vote on such matters in accordance with
their best judgment.
A COPY OF THE ANNUAL REPORT TO
STOCKHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999 ACCOMPANIES THIS
PROXY STATEMENT. STOCKHOLDERS MAY
OBTAIN, FREE OF CHARGE, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE SAME YEAR BY WRITING TO
ATLANTIC PREMIUM BRANDS, LTD.,
ATTENTION: TOM WIPPMAN, SECRETARY, 650
DUNDEE ROAD, SUITE 370, NORTHBROOK,
ILLINOIS 60062.
14
<PAGE> 18
[FRONT SIDE OF PROXY CARD]
PROXY ATLANTIC PREMIUM BRANDS, LTD. PROXY
NORTHBROOK, ILLINOIS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of the Common Stock of Atlantic Premium Brands, Ltd.
(the "Corporation") acknowledges receipt of the Proxy Statement and Notice of
Annual Meeting of Stockholders, dated June 30, 2000, hereby constitutes and
appoints Thoms M. Dalton, Merrick M. Elfman and Tom D. Wippman, and each of them
acting singly in the absence of the other, as Proxies and with full power of
substitution, and hereby authorize(s) them to represent and to vote, as
designated below, all of the shares of Common Stock of the Corporation held of
record by the undersigned on June 20, 2000, at the Annual Meeting of
Stockholders to be held at 10:00 a.m. local time on August 1, 2000, or at any
adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL ONE, AND, IF OTHER
BUSINESS IS PRESENTED AT THE MEETING, IN ACCORDANCE WITH THE BEST JUDGEMENT OF
THE PROXIES ON THOSE MATTERS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE> 19
[BACK SIDE OF PROXY CARD]
ATLANTIC PREMIUM BRANDS, LTD.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
The Board of Directors Unanimously Recommends a Vote FOR Each of the
following Proposals.
1. ELECTION OF THREE (3) DIRECTORS FOR A THREE-YEAR TERM.
CLASS I (to serve until the 2003 annual meeting of stockholders)
NOMINEES:
01 Eric D. Becker 02 Brian T. Fleming
03 G. Cook Jordan, Jr.
FOR ALL _________ WITHHOLD ALL _________ FOR ALL EXCEPT* __________
__________________________________________
(*Except Nominees Written Above.)
2. In their direction, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments(s)
thereof.
Dated: ________________, 2000
___________________________________________
___________________________________________
___________________________________________
Signature(s)
Please sign exactly as your name appears on this form. When shares are held in
more than one name, each joint owner should sign. When signing as an attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President other authorized
officer. If a partnership, please sign in partnership name by authorized person.
FOLD AND DETACH HERE
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.
