SUPER FOOD SERVICES, INC.
3233 Newmark Drive, Dayton, Ohio 45342
November 4, 1994
Dear Shareholder:
You are cordially invited to attend our 1994 Annual Meeting of
Shareholders to be held on Tuesday, December 13, 1994 at 10:00 a.m.
at the Dayton Marriott Hotel, Dayton, Ohio.
The meeting will be for the purpose of electing three Class III
Directors and to transact such other business as may be properly
brought before the meeting. A report on the business operations of
the Company for the Fiscal year ended August 27, 1994, and for the
first quarter of Fiscal 1995 will be presented at the meeting.
Shareholders of the Company of record at the close of business on
October 27, 1994 are entitled to vote at the Annual Meeting of
Shareholders and all adjournments thereof. Since a majority of the
outstanding shares of stock of the Company which are entitled to
vote at the meeting must be represented to constitute a quorum, it
is important that your shares be represented at this meeting
whether or not you personally plan to attend. Therefore, please
sign, date and return your proxy promptly in the enclosed envelope.
This will not limit your rights to vote in person or attend the
meeting.
The Company's Annual Report for the Fiscal year ended August 27,
1994 is being distributed to shareholders with the accompanying
Proxy Statement but does not constitute part of the Proxy
Statement.
Sincerely,
Jack Twyman
Chairman of the Board
and Chief Executive Officer
<PAGE>
SUPER FOOD SERVICES, INC.
3233 Newmark Drive, Dayton, Ohio 45342
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
ON DECEMBER 13, 1994
To the Shareholders of Super Food Services, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Super Food Services, Inc., a Delaware corporation, (the "Company")
will be held in the Grand Ballroom of the Dayton Marriott Hotel,
1414 South Patterson Boulevard, Dayton, Ohio 45409 on Tuesday,
December 13, 1994, at 10:00 o'clock a.m., Dayton Time, for the
following purpose:
1. To elect three Class III Directors to serve for a three-
year term.
2. To transact such other business as may be properly brought
before the meeting or any adjournment thereof.
A list of the shareholders entitled to vote at the Annual Meeting
and any adjournment thereof will be available for inspection by any
shareholder for any purpose germane to the meeting during ordinary
business hours for the period of ten days prior to the meeting at
the offices of the Company at 3233 Newmark Drive, Dayton, Ohio
45342 and will also be available for inspection by any shareholder
at the meeting.
By Order of the Board of Directors
John Demos
Vice Chairman, Secretary
and General Counsel
Dayton, Ohio
November 4, 1994
IMPORTANT - YOUR PROXY IS ENCLOSED
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
MEETING IN ORDER THAT THE PRESENCE OF A QUORUM BE ASSURED AND TO
AVOID ADDED PROXY SOLICITATION COSTS. WHETHER OR NOT YOU PLAN TO
ATTEND, YOU ARE URGED TO SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
IN THE ENCLOSED RETURN ENVELOPE. PLEASE READ CAREFULLY THE
INSTRUCTIONS AS TO SIGNATURE WHICH APPEAR ON THE PROXY.
<PAGE>
SUPER FOOD SERVICES, INC.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 13, 1994
This Proxy Statement is furnished in connection with the solici-
tation of proxies by the Board of Directors of Super Food Services,
Inc., a Delaware corporation, (the "Company") for the Annual
Meeting of Shareholders of the Company to be held on December 13,
1994 (the "Annual Meeting"), or at any adjournment thereof.
Any proxy may be revoked by the shareholder at any time prior to
the voting thereof. Such solicitation is being made by mail and
the Company may also use its officers and regular employees to
solicit some proxies from shareholders by mail, personally, or by
facsimile, telephone or telegraph, but such officers and employees
will receive no extra compensation for such solicitation. The
Company may request nominee banks and brokers to solicit their
customers who have a beneficial interest in the Company's stock.
The Company will reimburse such banks and brokers for their reason-
able expenses incurred in obtaining voting instructions from
beneficial owners of such stock. The cost of printing and mailing
the proxy material and of this solicitation will be paid for by the
Company. The Company may engage a professional proxy soliciting
firm to solicit proxies from banks, brokers and other institutional
owners. This Proxy Statement and the enclosed form of proxy will
be first mailed or given to shareholders on or about November 4,
1994. The principal executive offices of the Company are located
at 3233 Newmark Drive, Dayton, Ohio 45342 (telephone 513/439-7500).
VOTING SECURITIES; REVOCATION; RECORD DATE
The close of business on October 27, 1994, has been fixed as the
record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting and any adjournment
thereof, notwithstanding any subsequent transfers of stock. The
only shares of voting stock of the Company issued and outstanding
are the Common Shares of which 10,948,814 shares were outstanding
on October 27, 1994. Each Common Share is entitled to one vote.
The presence at the Annual Meeting in person or by proxy of
holders of a majority of the outstanding Common Shares of the
Company entitled to vote will constitute a quorum for the conduct
of business at the meeting. Abstentions and broker non-votes
(shares held by brokers as to which voting instructions have not
been received) will be counted for the purposes of determining the
presence or absence of a quorum. If a quorum is present, a plural-
ity of the votes cast at the meeting is required for the election
of directors. In all other matters, the affirmative vote of the
majority of the aggregate number of shares present at the meeting
and entitled to vote on the matter shall be required for approval.
The enclosed proxy may be revoked at any time before its exercise
by written notice to the Secretary of the Company at Kettering
Box 2323, Dayton, Ohio 45429, bearing a later date than the proxy;
by executing a later-dated proxy, or by voting in person at the
meeting. Proxies returned by shareholders will be voted as
directed in the proxy, and if no choice is specified, such proxies
will be voted FOR the election of the Class III Directors and in
the discretion of the proxies, upon such other matters as may
properly come before the meeting or any adjournment thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows as of the dates indicated, the total
number of the Company's Common Shares beneficially owned by persons
known by the Company to be the beneficial owners of more than 5% of
Common Shares, as the term "beneficial ownership" has been defined
by Rule 13d-3 of the Securities and Exchange Act of 1934.
Name and Address of Amount and Nature
Beneficial Owner of Class of Beneficial Ownership Percent
__________________________ _______________________ _______
State of Wisconsin 1,015,600 (1) 9.28%
Investment Board
P.O. Box 7842
Madison, Wisconsin 53707
College Retirement 585,200 (2) 5.34%
Equities Fund
730 Third Avenue
New York, New York 10017
Quest Advisory Corp. 568,636 (3) 5.19%
1414 Avenue of the Americas
New York, New York 10019
(1) The State of Wisconsin Investment Board has advised the
Company that as of October 11, 1994, it held both sole
voting and sole investment power with respect to all such
shares.
(2) The College Retirement Equities Fund has advised the
Company that as of September 30, 1994, it held both sole
voting and sole investment power with respect to all such
shares.
(3) Quest Advisory Corp. has advised the Company that as of
October 12, 1994, it held both sole voting and sole
investment power with respect to all such shares.
Except as noted above, no other person to the knowledge of the
Company beneficially owns more than 5% of the Common Shares of
the Company.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of October 27, 1994, the number
of Common Shares of the Company beneficially owned by each nominee
for director and continuing director, each executive officer
included in the Summary Compensation Table and all directors and
executive officers as a group:
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership (1)(2) of Class
________________________ ___________________________ ________
John W. Berry 160,743 (3) 1.45%
Al Burshtan 58,502 *
J. Harriss Covington 8,000 *
John Demos 84,589 (4) *
Dr. Thomas S. Haggai 6,192 *
Dr. Edward H. Jennings 200 *
Robert F. Koogler 53,817 *
Sam Robinson 56,972 *
C. Elwood Shaffer 46,713 *
Jack Twyman 219,172 1.98%
All directors and executive
officers as a group
(15 persons) 792,050 7.15%
* Less than 1%
(1) Included in the above number as beneficially owned are
70,970 Common Shares which the executive officers have the
right to acquire through the exercise of outstanding stock
options within 60 days of October 27, 1994, including
19,998 shares for Mr. Twyman, 15,000 shares for Mr.
Robinson, 8,750 shares for Mr. Demos, 3,192 shares for Mr.
Koogler and 5,776 shares for Mr. Burshtan. Shares which
may be acquired through the exercise of options are treated
as outstanding for the purpose of determining beneficial
ownership and computing the percentages set forth above.
Directors who are not employees are not eligible to receive
stock options.
(2) Unless otherwise indicated, included in the above number
are shares owned or held by spouse and shares in which the
director or executive officer either has or shares voting
and/or investment power even though the party disclaims any
beneficial interest in such shares.
(3) Mr. John W. Berry has sole voting power and sole investment
power with respect to 154,680 Common Shares held in his own
name. Mr. Berry has shared voting power and shared invest-
ment power with respect to 2,133 Common Shares held in
trust for his son. In addition, 3,930 Common Shares are
owned by a trust of which Mr. Berry is the beneficiary.
(4) Included in the above number are 32,076 shares held in a
revocable living trust for the benefit of Mr. Demos' wife.
Mr. Demos is the sole trustee of such trust and has sole
voting and investment authority. Mr. Demos disclaims
beneficial ownership of all shares held by the revocable
trust for the benefit of his wife.
1. ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation, as amended,
provides that there shall be three classes of directors of as
nearly equal size as possible, each class being elected for a
three-year term and only one class being elected each year. The
total number of directors is such number as shall be fixed by the
Company's By-Laws, except that the total number of directors shall
not be less than six nor more than twelve. The Board of Directors
is presently comprised of eight directors, three of whom are
salaried employees of the Company.
The terms of the Class III Directors expire at the 1994 Annual
Meeting. The Board of Directors has nominated Dr. Thomas S.
Haggai, Dr. Edward H. Jennings and Jack Twyman for re-election as
Class III Directors at the Annual Meeting for a three-year term to
expire at the Annual Meeting in 1997, or until their successors are
duly elected and qualified. All of the nominees and the continuing
directors are currently serving as members of the Board of
Directors. All of the nominees have been previously elected as
directors by the shareholders and have consented to be named in
this proxy statement and to serve if elected.
Unless authority is withheld as to a particular nominee or as to
all such nominees for Class III Directors, all proxies duly exe-
cuted and received will be voted for the three nominees listed
below. In the event any nominee shall cease to be a candidate for
election for any reason, the proxy will be voted for a substitute
nominee designated by the Board of Directors and for the remaining
nominees so listed or the Board of Directors may, pursuant to the
By-Laws, elect not to fill the vacancy and to reduce the number of
directors to be elected. None of the nominees or continuing
directors is related to any other nominee or to any executive
officer of the Company or its subsidiaries by blood, marriage or
adoption and there is no arrangement or understanding between
directors or officers or any other person pursuant to which any
nominee has been nominated. Set forth below is certain information
as of October 27, 1994 concerning the three nominees for election
as Class III Directors of the Company and as to the five directors
of the Company whose terms will continue after the Annual Meeting,
including their classes and terms, ages, present principal occupa-
tions, their business experience during the past five years and the
period they have served as directors.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
FOR THREE-YEAR TERM EXPIRING AT 1997 ANNUAL MEETING
Dr. Thomas S. Haggai A director of the Company since 1971. He
Age 63 is Chairman ofthe Board of IGA, Inc.,
Chicago, Illinois, a wholesale-owned
service company since January 1, 1987.
Dr. Haggai is also President of Tom
Haggai & Associates, Inc., High Point,
North Carolina, lecturer, author and
radio commentator, since 1976.
Dr. Edward H. Jennings A director of the Company since 1990. Dr.
Age 57 Jennings is President Emeritus and
Professor of Finance, Ohio State
University, Columbus, Ohio, since
September, 1990. Dr. Jennings was
President of Ohio State University from
September 1, 1981 to August 31, 1990.
Dr. Jennings is also a director of Borden
Chemical & Plastics, Inc., Lancaster
Colony Inc., and Hymedix, Inc.
Jack Twyman Chairman of the Board and Chief Executive
Age 60 Officer of the Company since November 28,
1972 and a director of the Company since
1970. Mr. Twyman was also President and
Chief Operating Officer of the Company
from September 1, 1982 to September 21,
1986. Mr. Twyman is also a director of
United Stationers, Inc., and PNC Bank,
Ohio, N.A.
CONTINUING CLASS I DIRECTORS WHOSE TERMS EXPIRE AT
THE 1995 ANNUAL MEETING
John Demos Vice Chairman of the Board, Secretary and
Age 63 General Counsel of the Company since
September 22, 1986 and a director of the
Company since 1969. Mr. Demos was
Executive Vice President of the Company
from October 22, 1980 to September 21,
1986, Vice President from November 25,
1969 to October 22, 1980 and Secretary
and Counsel since July 3, 1968.
Sam Robinson President and Chief Operating Officer of
Age 54 the Company since September 22, 1986.
From September 1,1982 to September 21,
1986, Mr. Robinson was Senior Vice
President - Ohio Operations and from
August 31, 1979 to August 31, 1982, Mr.
Robinson was Division Manager of the
Cincinnati, Ohio Division.
CONTINUING CLASS II DIRECTORS WHOSE TERMS EXPIRE AT
THE 1996 ANNUAL MEETING
John W. Berry A director of the Company since 1969. He
Age 72 is Chairman of the Board of Berry
Investments, Inc., Dayton, Ohio an
investment firm since August 1, 1986.
Mr. Berry was Vice Chairman of the Board
of L. M. Berry & Company, a telephone
directory advertising firm from April,
1986 to July 31, 1987 and Chairman of the
Board and Chief Executive Officer of
L. M. Berry & Company from 1973 to April,
1986.
J. Harriss Covington A director of the Company since 1978. Mr.
Age 74 Covington is Chairman of the Board of
Harriss & Covington Hosiery Mills, High
Point, North Carolina, men's hosiery man-
ufacturer, since January 1, 1986, and was
President of Harriss & Covington Hosiery
Mills from 1974 to December 31, 1985.
C. Elwood Shaffer A director of the Company since 1970.
Age 81 Prior to his retirement, Mr. Shaffer was
Vice Chairman of the Board of the Company
from September 1, 1982 to September 10,
1983 and President and Chief Operating
Officer of the Company from April 8, 1970
to August 31, 1982.
Certain Information Regarding the Board of Directors
Pursuant to the General Corporation Law of the State of Delaware,
as implemented by the Company's Restated Certificate of
Incorporation, as amended, and By-Laws, all corporate powers are
exercised, and the Company's business, property and affairs are
managed, by or under the direction of the Board of Directors.
During the Fiscal year ended August 27, 1994, the Board of
Directors had five regular meetings. All directors attended at
least 75% or more of all meetings of the Board and of each
Committee of the Board of which the director was a member.
Committees of the Board of Directors
The Company has standing Executive, Audit, Compensation and Stock
Option and Nominating Committees. The functions performed by such
committees, their number of meetings and membership are as follows:
The Executive Committee has and may exercise all of the powers of
the Board of Directors when the Board of Directors is not in
session, with the exception of the power to approve an amendment of
the Restated Certificate of Incorporation, as amended, adopt an
agreement of merger or consolidation, recommend to the shareholders
the sale, lease or exchange of all or substantially all of the
Company's property or assets, recommend to the shareholders a
dissolution of the Company or a revocation of dissolution, amend
the By-Laws of the Company, or amend, alter or repeal any resolu-
tion of the Board of Directors which by its terms provides that it
shall not be amended, altered or repealed by the Executive
Committee. The Executive Committee is composed of Jack Twyman,
Chairman of the Board; C. Elwood Shaffer, John W. Berry, Dr.
Thomas S. Haggai and Dr. Edward H. Jennings. The Executive
Committee did not meet in the Fiscal year ended August 27, 1994.
The Audit Committee recommends to the Board of Directors the
appointment of the independent auditors, reviews the scope of the
audit and the results of the annual audit, reviews the fees of the
independent auditors and approves each professional service pro-
vided by the independent auditors. The Audit Committee also
reviews the scope and function of the internal audit work for
propriety. The members of the Audit Committee are John W. Berry,
Dr. Thomas S. Haggai, and Dr. Edward H. Jennings, none of whom is
either an officer or employee of the Company. The Audit Committee
held two meetings in the Fiscal year ended August 27, 1994.
The Compensation and Stock Option Committee is composed of
John W. Berry, Dr. Thomas S. Haggai and Dr. Edward H. Jennings.
The Committee held one meeting in the Fiscal year ended August 27,
1994. The Compensation and Stock Option Committee was formed in
December, 1993 at which time the functions of the Compensation
Committee and the Stock Option Committee were combined and the
Stock Option Committee was disbanded. The nature and scope of the
Compensation Committee's responsibilities are set forth below under
"Report on Executive Compensation."
The Nominating Committee considers and recommends to the Board of
Directors candidates for vacancies occurring from time to time and
the nominees to be proposed on behalf of the Board of Directors for
election to the Board of Directors to be voted upon by the share-
holders at the Annual Meeting. The members of the Committee are
J. Harriss Covington, Dr. Edward H. Jennings and C. Elwood Shaffer.
No formal procedure currently exists for consideration by the
Nominating Committee of candidates proposed by shareholders for
election as directors. The Nominating Committee did not meet
during the Fiscal year ended August 27, 1994 and the slate of
nominees for the election of Class III Directors has been recom-
mended by the full Board of Directors.
Compensation of Directors
Directors who are not officers or employees of the Company
receive (i) an annual retainer of $12,000 payable quarterly, (ii) a
fee of $750 for each Board Meeting attended, and (iii) a fee of
$600 for each Committee meeting attended unless the Committee
meeting is held on the same day as a Board meeting in which case
the fee is $300. In addition, directors receive traveling
expenses. Salaried employees receive no additional compensation
for their services as directors.
Certain Relationships and Related Transactions
During the last fiscal year, the Company in the ordinary course
of business maintained bank accounts in and relationships with PNC
Bank, Ohio, N.A., Cincinnati, Ohio. The Company also has an
existing loan agreement with PNC Bank, Ohio, N.A., for a
$10,000,000 revolving credit facility. Jack Twyman, Chairman of
the Board of Directors of the Company is a director of PNC Bank,
Ohio, N.A. The Company expects to continue having banking transac-
tions with PNC Bank, Ohio, N.A., during the current fiscal year.
During the Fiscal year ended August 27, 1994, the Company and its
subsidiaries paid $2,284,000 to Thomas E. Wood, Inc., Cincinnati,
Ohio, an insurance brokerage firm for insurance premiums on various
forms of insurance coverage. The Company expects to continue such
insurance coverage in the future and to pay a similar amount in
insurance premiums to Thomas E. Wood, Inc., during the fiscal year.
Jack Twyman, Chairman of the Board of Directors of the Company is
a shareholder of Thomas E. Wood, Inc.
All of the above transactions were made in the ordinary course of
business and, in the opinion of management, were on substantially
the same terms to the Company or its subsidiaries as those prevail-
ing at the time from unrelated parties for comparable transactions.
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensa-
tion for the Company's Chief Executive Officer and the four highest
paid executive officers, as well as the total compensation paid to
each individual for services rendered in all capacities for the
Company's three previous fiscal years.
<TABLE>
<CAPTION>
Long-Term
Compensation
___________________________________
Annual Compensation Awards
_________________________________________________________________________________
Other
Annual Restricted All Other
Name and Salary Bonus Compensa- Stock Options Compensa-
Principal Position Year ($)(1) ($)(2) tion ($)(3) Awards ($) SARs (#) tion ($)
_______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Jack Twyman 1994 525,000 160,000 - - - -
Chairman of Board and 1993 519,230 160,000 - - - -
Chief Executive Officer 1992 499,423 160,000 - - - -
Sam Robinson 1994 195,538 38,000 - - - -
President and 1993 189,384 38,000 - - - -
Chief Operating Officer 1992 181,730 38,000 - - - -
John Demos 1994 182,538 23,000 - - - -
Vice Chairman, Secretary 1993 176,461 23,000 - - - -
and General Counsel 1992 169,807 22,000 - - - -
Robert F. Koogler 1994 120,769 14,000 - - - -
Senior Vice President- 1993 117,769 14,000 - - - -
Finance, Treasurer and 1992 114,884 13,000 - - - -
Assistant Secretary
Al Burshtan (4) 1994 119,846 11,000 - - - -
Executive Vice President- 1993 117,769 11,000 - - - -
Marketing 1992 114,884 11,000 - - - -
(1) Includes amounts deferred under the Company's Savings Plan
pursuant to Section 401(k) of the Internal Revenue Code.
(2) Incentive compensation awards under the Company's
Incentive Compensation Plan for services rendered in the
fiscal year indicated even though payments were made in
the following year.
(3) Does not include items in the form of perquisites which
are less than the level required for reporting which is
the lesser of $50,000 or 10% of annual salary and bonus.
(4) Retired November 1, 1994.
</TABLE>
Compensation Committee Interlocks and Insider Participation
Mr. Jack Twyman, Chairman of the Board of the Company serves as
a director of IGA, Inc. Dr. Thomas S. Haggai, Chairman of the
Board of IGA, Inc., serves as a director of the Company and is a
member of the Compensation and Stock Option Committee of the Board
of Directors.
Report on Executive Compensation
The Compensation and Stock Option Committee of the Board of
Directors (the "Compensation Committee") is responsible for admin-
istering the executive compensation programs of the Company. With
Board authorization, the Compensation Committee fixes the compen-
sation of the Chief Executive Officer and the other executive
officers of the Company elected by the Board of Directors. In
addition, the Compensation Committee recommends and administers
compensation plans for all officers and key employees and is
authorized to grant awards under the Company's Restricted Stock
Plan. The Compensation Committee also grants stock options and/or
stock appreciation rights to officers and key employees of the
Company under the Company's 1986 Stock Option Plan. The
Compensation Committee is comprised of the three non-employee
directors whose names appear at the end of this report.
Components of Compensation
The executive compensation program is designed to attract and
retain outstanding management personnel required for the continued
growth and profitability of the Company. It also reflects
conditions in the wholesale food distribution business in which
the Company is engaged. The Company's executive compensation
program is comprised of base salary, incentive compensation
awards, grants of restricted stock, awards of stock options and
retirement and other benefits. These elements of the current
compensation program for executive officers and other key employ-
ees are discussed below.
Base Salary. The Compensation Committee annually reviews
executive compensation and establishes the salaries to be paid to
the Chief Executive Officer and other executive officers during
the coming fiscal year. Base salaries for executive officers are
set to reflect the duties and level of responsibility in each
position. In establishing and making periodic adjustments to base
salaries, the Compensation Committee considers several factors
including the executive's past job performance, the level of
responsibility, length of service in the position, competitive pay
practices in the wholesale food distribution industry, the perfor-
mance of the Company as a whole and recommendations made by the
Chief Executive Officer. In making its decision on salary levels,
the Compensation Committee does not use any predetermined formula
or assign relative weights to these factors but exercises its
discretion and makes a judgment after considering the factors it
deems relevant.
Incentive Compensation Awards. Under the Company's Incentive
Compensation Plan, incentive compensation awards may be granted to
executive officers and key employees of the Company and its
subsidiaries based on the annual earnings performance of the
Company and the performance of the individual employees during the
year. A discretionary bonus fund is accrued each year for the
purpose of rewarding executive officers and key employees based on
criteria established by management and is generally paid in
October of each year with respect to the preceding fiscal year.
In considering incentive compensation awards for executives other
than the Chief Executive Officer, the Compensation Committee meets
with the Chief Executive Officer to evaluate the performance of
the executive officers and to consider recommendations submitted
by the Chief Executive Officer for incentive awards. The
Compensation Committee meets in the absence of the Chief Executive
Officer to evaluate his performance and to fix his incentive
compensation.
Stock Options. For many years, the Company has used stock
options as a long-term compensation program for its executive
officers and key employees. It is the Company's policy to provide
stock options as an additional incentive to key employees and to
provide key employees with an opportunity to acquire a proprietary
interest in the Company. Under the Company's 1986 Stock Option
Plan, the Compensation Committee may grant non-qualified and
incentive stock options, with or without stock appreciation
rights, to executive and key employees of the Company. No stock
options or stock appreciation rights were granted in the Fiscal
year ended August 27, 1994. The last grant of stock options to
the executive officers named in the Summary Compensation Table
occurred in 1987. The Compensation Committee may review the grant
of stock options made to executive officers and key employees in
the past and may consider grants of additional stock options in
the current fiscal year.
Restricted Stock. Under the Company's 1989 Restricted Stock
Plan, the Compensation Committee may award shares of restricted
stock to executive officers and key employees of the Company. No
restricted stock awards were made in the Fiscal year ended
August 27, 1994 and there are currently no awards of restricted
shares outstanding. However, the Compensation Committee believes
that awards of restricted shares can serve as a valuable tool to
attract, retain and motivate key employees of the Company and may
grant awards of restricted stock in the future.
Benefit Programs. The executive officers also participate in
various health, life insurance and retirement benefit programs
that are generally available to all salaried employees, including
the Employee Stock Purchase Plan which provides a method by which
employees of the Company and its subsidiaries may purchase Common
Shares through payroll deductions and the Company's non-contri-
butory 401(k) Plan which permits eligible employees to make before
tax contributions to a savings plan.
Compensation of Chairman and Chief Executive Officer
Jack Twyman has served as Chairman of the Board and Chief
Executive Officer of the Company since 1972. Mr. Twyman partici-
pates in the same executive compensation programs available to the
Company's other executive officers. Mr. Twyman received a base
salary of $525,000 in Fiscal 1994 which was unchanged from the
year before at Mr. Twyman's request to emphasize to the Company's
employees the need for significant cost reduction programs at the
Company. Mr. Twyman last received an increase in his base salary
in November, 1992. The Compensation Committee awarded Mr. Twyman
an incentive compensation award of $160,000 for Fiscal 1994.
Based on all of the information considered, the Compensation
Committee believes that the component parts of Mr. Twyman's total
annual compensation in Fiscal 1994 (base salary and incentive
compensation) comprise a conservative compensation package related
to the Company's peer group, Mr. Twyman's long tenure as Chief
Executive Officer of the Company, the performance of the Company
under difficult industry conditions and Mr. Twyman's present
duties and responsibilities as Chief Executive Officer. While the
Compensation Committee has continued to defer to Mr. Twyman's
request, it believes that Mr. Twyman's compensation should be
competitive and may reconsider his compensation at an appropriate
time.
Federal Income Tax Deductibility. Effective January 1, 1994,
the Omnibus Budget Reconciliation Act of 1993 added Section 162(m)
to the Internal Revenue Code. Section 162(m) generally provides
that certain compensation in excess of $1 million per year paid to
the Company's chief executive officer and any of its four other
highest paid executive officers is no longer deductible to a
company beginning in the 1994 tax year unless the compensation
qualifies as performance based compensation. No officer of the
Company is expected to receive compensation in 1994 which would
result in the non-deductibility of such compensation expense to
the Company. The Compensation Committee intends to review the
potential affect of Section 162(m) periodically and will take
appropriate action in the future if warranted.
Conclusion. The Compensation Committee believes that the base
salaries and incentive compensation awards established for the
Company's executive officers reflect appropriate levels given
Company and individual performance by management during Fiscal
1994. The Board of Directors accepted the report of the
Compensation Committee and approved the recommended adjustments in
base salary and incentive compensation awards.
This report is respectfully submitted by the Compensation and
Stock Option Committee of the Board of Directors composed of:
John W. Berry
Dr. Thomas W. Haggai
Dr. Edward H. Jennings
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder
return (assuming reinvestment of dividends) on the Company's
Common Shares during the last five fiscal years ended August 27,
1994 with the S&P 500 Index and a group of peer companies in the
wholesale food industry. The performance graph assumes an initial
investment of $100.00 on August 31, 1989. The information
contained in the graph is not necessarily indicative of future
performance.
<TABLE>
Comparison of Five Year Cumulative Total Return
Among Company, S & P 500 and Peer Group
<CAPTION>
_________________________________________________________
Aug. 89 Aug. 90 Aug. 91 Aug. 92 Aug. 93 Aug. 94
_________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Super Food Services, Inc. 100 118.79 93.40 74.48 73.46 65.96
____________________________________________________________________________________
Peer Group 100 103.98 122.17 120.27 160.41 115.58
____________________________________________________________________________________
S&P 500 100 136.07 172.20 182.22 200.76 158.05
____________________________________________________________________________________
</TABLE>
The composite peer group is composed of Fleming Companies, Inc.,
Nash Finch Company, Super Valu, Inc., Richfood Holdings, Inc., and
Super Rite Corp., which were selected on the basis that each is
primarily a wholesale food distributor. The returns of the peer
group were weighted based on their respective market capitaliza-
tion.
Employment Contracts
In 1976, the Company entered into an employment agreement with
Mr. Twyman. In 1981, Mr. Twyman's agreement was amended at which
time the Company also entered into an employment agreement with
Mr. Demos. As amended, the agreement with Mr. Twyman provides,
among other things, for his continued employment as Chairman of
the Board and Chief Executive Officer of the Company and its
subsidiaries at an annual base salary of not less than $200,000
per year. His present annual base salary is $525,000. In the
event of the permanent disability of Mr. Twyman, the Company will
continue to pay him or his designated beneficiary his then
prevailing base salary for a period of twelve months. If Mr.
Twyman is discharged by the Company other than for cause, or if he
is not continued as Chairman of the Board and Chief Executive
Officer during the term of the agreement, or if the shareholders
of the Company fail to re-elect him as a director of the Company,
Mr. Twyman has the right to terminate the agreement and to receive
his then prevailing annual base salary for the full term of the
agreement remaining. The agreement also contains a covenant
against competition for a period of twelve months after termina-
tion of employment in the event Mr. Twyman voluntarily resigns or
is discharged for cause. The employment agreement with Mr. Demos
is similar to that described above for Mr. Twyman and provides for
an annual base salary of not less than $75,000 per year. His
present annual base salary is $189,000. The agreement affords Mr.
Demos the same rights afforded Mr. Twyman to terminate the agree-
ment and receive his then prevailing annual base salary if he is
not continued until the expiration date in the same executive
capacity he held at the time the agreement was entered into or if
the shareholders of the Company fail to re-elect him as a director
of the Company. The term of the employment agreements between the
Company and Mr. Twyman and Mr. Demos each terminate on the anni-
versary date of the agreements in the years that Mr. Twyman and
Mr. Demos reach their sixty-fifth birthday. Accordingly, the term
of Mr. Twyman's employment agreement will terminate on March 2,
1999 and the term of the employment agreement of Mr. Demos will
terminate on March 2, 1996. The agreements contain no provision
with respect to any change in the control of the Company.
Pension Plan
The following table shows the estimated annual retirement bene-
fits to employees in the specified remuneration and years of
service classifications indicated payable upon retirement at age
65 under the Company's qualified non-contributory defined benefit
Retirement Plan For Employees of Super Food Services, Inc., (the
"Pension Plan"), and if applicable, amounts attributable to the
Company's Amended and Restated Supplemental Executive Retirement
Plan ("Supplemental Plan"), which is a non-qualified plan formerly
known as the Excess Benefit Plan maintained for certain officers
which provides benefits that would otherwise be denied by certain
limitations imposed on qualified benefit plans by the Internal
Revenue Code (the "Code"):
<TABLE>
<CAPTION>
Average Earnings in
Highest Five Consecutive
Years of Last Ten Years Estimated Annual Retirement Benefit For
Prior to Normal Retirement Years of Credit Service Up Until Normal Retirement
__________________________ __________________________________________________
15 20 25 30 35
________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C>
$100,000 . . . . . . . . . . . . . . .$ 19,361 $ 25,815 $ 32,269 $ 38,723 $ 45,176
150,000 . . . . . . . . . . . . . . .$ 29,861 $ 39,815 $ 49,769 $ 59,723 $ 69,676
200,000 . . . . . . . . . . . . . . .$ 40,361 $ 53,815 $ 67,269 $ 80,723 $ 94,176
250,000 . . . . . . . . . . . . . . .$ 50,861 $ 67,815 $ 84,769 $101,723 $118,676
300,000 . . . . . . . . . . . . . . .$ 61,361 $ 81,815 $102,269 $122,723 $143,176
350,000 . . . . . . . . . . . . . . .$ 71,861 $ 95,815 $119,769 $143,723 $167,676
400,000 . . . . . . . . . . . . . . .$ 82,361 $109,815 $137,269 $164,723 $192,176
450,000 . . . . . . . . . . . . . . .$ 92,861 $123,815 $154,769 $185,723 $216,676
500,000 . . . . . . . . . . . . . . .$103,361 $137,815 $172,269 $206,723 $241,176
550,000 . . . . . . . . . . . . . . .$113,861 $151,815 $189,769 $227,723 $265,676
600,000 . . . . . . . . . . . . . . .$124,361 $165,815 $207,269 $248,723 $290,176
650,000 . . . . . . . . . . . . . . .$134,861 $179,815 $224,769 $269,723 $314,676
700,000 . . . . . . . . . . . . . . .$145,361 $193,815 $242,269 $290,723 $339,676
750,000 . . . . . . . . . . . . . . .$155,861 $207,815 $259,769 $311,723 $363,676
</TABLE>
Annual retirement benefits payable under the Pension Plan are
calculated on the basis of 1% of the employee's average annual
earnings (salary and incentive compensation) for the highest five
consecutive years of earnings during the last ten calendar years
of employment preceding retirement, up to the employee's average
annual compensation level, plus 1.4% of average annual earnings in
excess of the employee's average annual covered compensation
level, multiplied by the employee's years of credited service up
to a maximum of 35 years. Benefits shown in the table are
computed on a straight-life annuity basis at normal retirement age
of 65 with no survivor benefits. The retirement benefits would be
reduced if an employee elected early retirement or elected to
provide a surviving spouse's benefit. The benefits shown are not
subject to reduction for any Social Security benefits received.
Under the Pension Plan, a participant with five years of vesting
service may retire with an unreduced pension at age 62. The
credited years of service under the Pension Plan for individuals
listed in the Summary Compensation Table as of January 1, 1994
were as follows: Mr. Twyman, 21.42 years; Mr. Robinson, 21.75
years; Mr. Demos, 29.25 years; Mr. Koogler, 25.33 years; and Mr.
Burshtan, 30.92 years.
The above table does not reflect the limits on annual covered
compensation under Section 401(a)(17) of the Code ($150,000 per
year) or the limits on annual benefits payable from the Pension
Plan under Section 415 of the Code ($118,800 per year). To the
extent that benefits cannot be provided under the Pension Plan,
the Company has adopted the Supplemental Plan which is an
unfunded, non-qualified plan maintained for certain officers
designated as participants by the Board of Directors (including
the officers named in the Summary Compensation Table) which
provides retirement benefits which an employee is entitled to
receive under the Pension Plan were it not for the limitations
imposed by the Code.
During the last fiscal year, the Company established a so-called
"Rabbi Trust" by entering into a trust agreement with Society
National Bank (the "Trustee") to assure the satisfaction of the
obligations of the Company under the Supplemental Plan to make
deferred payments to the officers designated as participants under
the Supplemental Plan including the officers named in the Summary
Compensation Table ("Rabbi Trust"). Pursuant to the Rabbi Trust
which is irrevocable, the Company has deposited, and is obligated
to maintain on deposit, with the Trustee, amounts of cash, market-
able securities and/or insurance policies sufficient to fund such
payments. The Rabbi Trust will terminate upon the earlier of the
exhaustion of the trust funds or the final payment to the partici-
pants pursuant to the Supplemental Plan, and any remaining assets
will be paid to the Company. The Rabbi Trust is required to be
fully funded by the Company in the event of a change in control as
defined in the Rabbi Trust.
Option/SAR Grants in Last Fiscal Year
No stock options or stock appreciation rights were granted in
the Fiscal year ended August 27, 1994 to the Chief Executive
Officer or to any of the executive officers listed in the Summary
Compensation Table.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Value Table
The following table provides information on option exercises in
the Fiscal year ended August 27, 1994 by the named executive
officers and the value of such officers' unexercised options/SARs
at the end of Fiscal 1994:
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at FY-End (#) Options/SARs at FY-End ($)(2)
_________________________________________________________
Shares Value
Acquired on Realized
Name Exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
_________________ ____________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Jack Twyman -- -- 19,998 10,002 $36,596 $18,304
Sam Robinson -- -- 15,000 7,500 27,450 13,725
John Demos -- -- 8,750 7,500 16,013 13,725
Robert F. Koogler -- -- 3,192 5,668 5,841 10,372
Al Burshtan -- -- 5,776 5,891 10,570 10,781
</TABLE>
(1) Value realized equals fair market value on the date of
exercise, less exercise price, times the number of shares
acquired without deducting taxes paid by an employee.
(2) Value of unexercised options equals fair market value of
the share underlying in-the-money options at August 27,
1994 ($11.75), less exercise price, times the number of
options outstanding.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP has served as the Company's
independent public accountants since the Company was organized in
1957 and has been selected as the Company's independent public
accountants for the current fiscal year.
A representative of Arthur Andersen LLP is expected to be
present at the shareholders meeting and will be available to make
a statement if he so desires and to answer appropriate questions.
SHAREHOLDERS' PROPOSALS FOR 1995 ANNUAL MEETING
In accordance with Rule 14a-8 of Regulation 14A under the
Securities and Exchange Act of 1934, as amended, proposals of
shareholders to be considered for inclusion in the proxy material
relating to the 1995 Annual Meeting must be received by the
Secretary, Super Food Services, Inc., Kettering Box 2323, Dayton,
Ohio 45429, no later than July 8, 1995. It is suggested that a
proponent submit any proposal by Certified Mail-Return Receipt
Requested.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers and, if any,
persons who own more than ten percent of the Company's Common
Shares to file with the Securities and Exchange Commission and the
New York Stock Exchange reports relating to ownership and changes
in ownership of such Common Shares. Copies of these reports must
also be furnished to the Company. Based on a review of these
reports and on written representations from the reporting persons
that no other reports were required, the Company believes that all
applicable Section 16(a) reporting requirements were complied with
in the Fiscal year ended August 27, 1994.
MISCELLANEOUS
In order to insure the presence of the necessary quorum at the
annual meeting, each shareholder who does not expect to attend is
urged to sign and promptly return the accompanying proxy in the
enclosed envelope to which no postage need be affixed if the
envelope is mailed in the United States.
By Order of the Board of Directors
John Demos
Vice Chairman, Secretary and
General Counsel
Dayton, Ohio
November 4, 1994
<PAGE>
SUPER FOOD SERVICES, INC.
1994 ANNUAL MEETING OF SHAREHOLDERS
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Jack Twyman, John Demos and Sam
Robinson, and each of them, with full power of substitution, the
attorneys and proxies of the undersigned to vote all of the Common
Shares of Super Food Services, Inc., (the "Company") of the
undersigned entitled to vote, with all powers which the under-
signed would possess if personally present, at the Annual Meeting
of Shareholders of the Company to be held on December 13, 1994, at
10:00 a.m. Dayton time, and at any adjournment thereof, on the
following matters as designated below and, in their discretion, on
such other matters as may properly come before the meeting:
(Continued on reverse side)
The Board of Directors recommends a vote FOR each of the follow-
ing Proposals:
1. Election of Directors - Class III nominees are Dr.
Thomas S. Haggai, Dr. Edward H. Jennings and Jack Twyman.
/ / For all nominees listed / / Withhold authority to vote
above (except as marked for all nominees listed.
to the contrary in the
space below.
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name below:
_________________________________________________________________
2. In their discretion, upon such other matters as may
properly come before the meeting, or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED
HEREIN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2. BY EXECUTING THIS PROXY, THE UNDERSIGNED
HEREBY REVOKES ALL PRIOR PROXIES.
Dated ______________________, 1994
(Month) (Day)
__________________________________
Signature of Shareholder
__________________________________
Signature (if held jointly)
Note: Please sign your name
exactly as it appears hereon. Each
joint owner of stock should sign.
When signing as attorney, executor,
administrator, trustee, guardian or
as an officer of a corporation,
please give your full title as
such. If a corporation, please
sign in full corporate name by
authorized officer. If a
partnership, please sign in part-
nership name by an authorized
person.
PLEASE MARK, SIGN, DATE THIS PROXY AND MAIL IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
