SUPER FOOD SERVICES, INC.
3233 Newmark Drive, Dayton, Ohio 45342
November 6, 1995
Dear Shareholder:
You are cordially invited to attend our 1995 Annual Meeting of
Shareholders to be held on Tuesday, December 12, 1995 at 10:00 a.m.
at the Dayton Marriott Hotel, Dayton, Ohio.
The meeting will be for the purpose of electing two Class I
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 26, 1995, and for the
first quarter of fiscal 1996 will be presented at the meeting.
Shareholders of the Company of record at the close of business
on October 26, 1995 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.
J. Harriss Covington, Chairman of the Board of Harriss &
Covington Hosiery Mills died on April 29, 1995. Mr. Covington had
been a member of the Company's Board of Directors since 1978. He
provided outstanding advice and counsel during his directorship and
we will miss his contributions and participation on the Board.
The Company's Annual Report for the fiscal year ended August 26,
1995 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>
(LOGO)
SUPER FOOD SERVICES, INC.
3233 Newmark Drive, Dayton, Ohio 45342
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 1995
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
12, 1995, at 10:00 o'clock a.m., Dayton Time, for the following
purpose:
1. To elect two Class I 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 6, 1995
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 12, 1995
This Proxy Statement is furnished in connection with the
solicitation 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
12, 1995 (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 reasonable 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 10, 1995. 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 26, 1995, 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
26, 1995. 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 plurality of the votes cast at
the meeting is required for the election of directors. "Plurality"
means that the individuals who receive the largest number of votes
cast "FOR" are elected as directors up to the maximum number of
directors to be chosen at the Annual Meeting. 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 I
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 of
Beneficial Owner of Class Beneficial Ownership Percent
___________________________________ ____________________ _______
State of Wisconsin Investment Board 1,015,600 (1) 9.28%
P.O. Box 7842
Madison, Wisconsin 53707
Dimensional Fund Advisors, Inc. 553,650 (2) 5.06%
1299 Ocean Avenue
Santa Monica, California 90401
(1) The State of Wisconsin Investment Board has advised the Company
that as of September 28, 1995, it held both sole voting and sole
investment power with respect to all such shares.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
553,650 Common Shares of the Company as of June 30, 1995, all of
which shares are held in portfolios of DFA Investment Dimensions
Group, Inc., a registered open-end investment company, or in
series of The DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and the DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans,
all of which Dimensional serves as investment manager.
Dimensional has sole voting power with respect to 459,830 of
such shares and sole investment power with respect to all of
such shares. Dimensional disclaims beneficial ownership of 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 26, 1995, 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:
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1)(2) of Class
______________________ ___________________________ ________
John W. Berry 160,743 (3) 1.45%
John Demos 87,089 *
Dr. Thomas S. Haggai 6,142 *
Dr. Edward H. Jennings 200 *
Robert F. Koogler 55,706 *
Richard Metzgar 55,205 *
Sam Robinson 59,472 *
C. Elwood Shaffer 46,713 *
Jack Twyman 222,505 2.01%
All directors and
executive officers as
a group (13 persons) 738,436 6.66%
_____________________
* Less than 1%
(1) Included in the above number as beneficially owned are 78,082
Common Shares which the executive officers have the right to
acquire through the exercise of outstanding stock options within
60 days of October 26, 1995, including 23,331 shares for Mr.
Twyman, 17,500 for Mr. Robinson, 11,250 shares for Mr. Demos,
5,081 shares for Mr. Koogler and 9,331 shares for Mr. Metzgar.
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) 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 investment
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.
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. On August 30, 1995, the Board of Directors
amended the By-Laws effective as of said date to decrease the stated
number of directors from eight to seven. The Board of Directors is
presently comprised of seven directors, three of whom are salaried
employees of the Company.
The terms of the Class I Directors expire at the 1995 Annual
Meeting. The Board of Directors has nominated John Demos and Sam
Robinson for re-election as Class I Directors at the Annual Meeting
for a three-year term to expire at the Annual Meeting in 1998, or
until their successors are duly elected. 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 nominees for Class I Directors, all proxies duly executed and
received will be voted for the two 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 nominee 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 26, 1995 concerning
the two nominees for election as Class I 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 occupations, their business experience during the
past five years and the period they have served as directors.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
FOR THREE-YEAR TERM EXPIRING
AT THE 1998 ANNUAL MEETING
John Demos Vice Chairman of the Board, Secretary and
Age 64 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 the
Age 55 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 Company's 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 is
Age 73 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 and Company,
telephone directory advertising from April,
1986 to July 31, 1987 and Chairman of the
Board and Chief Executive Officer of L. M.
Berry and Company from 1978 to April, 1986.
C. Elwood Shaffer A director of the Company since 1970. Mr.
Age 82 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.
CONTINUING CLASS III DIRECTORS WHOSE TERMS EXPIRE
AT THE 1997 ANNUAL MEETING
Dr. Thomas S. Haggai A director of the Company since 1971. He is
Age 64 Chairman of the 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, and a
director of Davids Limited, Australia.
Dr. Edward H. Jennings A director of the Company since 1990. Dr.
Age 58 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 61 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 PNC Bank,
Ohio, N.A.
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 26, 1995, the Board of Directors had
five regular meetings. All incumbent directors attended 100% 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 members of each standing
committee are elected by the Board of Directors at its organizational
meeting following the annual shareholders meeting, each for a term of
one year or until his or her successor is duly elected. 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 resolution 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, John W. Berry, Dr. Thomas S. Haggai, Dr. Edward H. Jennings
and C. Elwood Shaffer. The Executive Committee did not meet in the
fiscal year ended August 26, 1995.
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 provided
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 one meeting in
the fiscal year ended August 26, 1995 with the Company's independent
auditors and members of management.
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 26, 1995.
The nature and scope of the Compensation and Stock Option 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
shareholders at the Annual Meeting. The members of the Committee are
Dr. Edward H. Jennings and C. Elwood Shaffer. There is currently one
vacancy on the Nominating Committee. 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 26, 1995
and the slate of nominees for the election of Class I Directors has
been recommended 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. Employees
of the Company who are directors 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 transactions with PNC Bank, Ohio,
N.A., during the current fiscal year.
During the fiscal year ended August 26, 1995, the Company and
its subsidiaries paid $2,347,000 to Thomas E. Wood, Inc., Cincinnati,
Ohio, an insurance brokerage firm for insurance premiums on various
forms of insurance coverage. Jack Twyman, Chairman of the Board of
Directors of the Company was a shareholder of Thomas E. Wood, Inc.
In the last fiscal year, Mr. Twyman sold his stock interest and he no
longer is a shareholder in said firm.
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 prevailing
at the time from unrelated parties for comparable transactions.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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 initial reports relating to beneficial ownership and reports
of changes in beneficial ownership of such Common Shares. Copies of
these reports must also be furnished to the Company. Based solely on
a review of copies of such reports furnished to the Company 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 26, 1995.
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term
compensation 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 Payouts
______________________________________________________________________
Other Securities
Annual Restricted Underlying LTIP All Other
Name and Salary Bonus Compensation Stock Options Payouts Compensation
Principal Position Year ($)(1) ($)(2) ($)(3) Awards ($) SARs (#) ($) ($)
______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack Twyman 1995 525,000 150,000 - - - - -
Chairman of Board and 1994 525,000 160,000 - - - - -
Chief Executive Officer 1993 519,230 160,000 - - - - -
Sam Robinson 1995 196,000 35,000 - - - - -
President and Chief 1994 195,538 38,000 - - - - -
Operating Officer 1993 189,384 38,000 - - - - -
John Demos 1995 188,538 23,500 - - - - -
Vice Chairman, Secretary 1994 182,538 23,000 - - - - -
and General Counsel 1993 176,461 23,000 - - - - -
Robert F. Koogler 1995 123,769 14,500 - - - - -
Senior Vice President- 1994 120,769 14,000 - - - - -
Finance, Treasurer and 1993 117,769 14,000 - - - - -
Assistant Secretary
Richard Metzgar 1995 106,346 11,000 - - - - -
Senior Vice President 1994 104,308 11,000 - - - - -
Human Resources 1993 103,197 11,000 - - - - -
</TABLE>
(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 fiscal
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.
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
administering the executive compensation programs of the Company.
With Board authorization, the Compensation Committee fixes the
compensation 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 three main elements of the Company's executive
compensation program are comprised of base salary, incentive
compensation awards, and long-term incentives in the form of awards
of stock options and grants of restricted stock. The compensation
program also includes retirement and other benefits. These elements
of the current compensation program for executive officers and other
key employees 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. In establishing and making periodic adjustments
to base salaries, the Compensation Committee considers several
factors including the executive's past job performance, the duties
and level of responsibility in each position, length of service in
the position, competitive pay practices in the wholesale food
distribution industry, the performance 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 foregoing factors.
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 26, 1995. The last grant of stock options to the executive
officers named in the Summary Compensation Table occurred in 1987.
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 26,
1995 and there are currently no awards of restricted shares
outstanding.
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-contributory
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 participates
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 1995 which was unchanged from the prior
fiscal year. Mr. Twyman last received an increase in his base salary
in November, 1992. Under the terms of Mr. Twyman's employment
agreement as amended in 1981 which is described elsewhere in this
Proxy Statement, Mr. Twyman's base salary cannot be less than
$200,000 per year. Mr. Twyman's base salary has been increased since
1981 to its present level. Mr. Twyman received no stock option
grants or awards of restricted stock in fiscal 1995. The
Compensation Committee awarded Mr. Twyman an incentive compensation
award of $150,000 for fiscal 1995. The Compensation Committee
believes that the component parts of Mr. Twyman's total annual
compensation in fiscal 1995 (base salary and incentive compensation)
comprise a conservative compensation package relevant to the
Company's peer group used in the performance graph based on Mr.
Twyman's long tenure as Chief Executive Officer of the Company, his
significant contributions to the Company since 1972 when he became
Chairman, the performance of the Company under difficult industry
conditions and Mr. Twyman's present duties and responsibilities as
Chief Executive Officer. In making its decision on Mr. Twyman's
compensation, the Compensation Committee did not quantify or assign
relative weights to any of these factors but exercised its discretion
and made a subjective determination after considering all of these
factors.
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 received
compensation in fiscal 1995 which would result in the
non-deductibility of such compensation expense to the Company. The
Compensation Committee intends to review the potential effect 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 1995. The
Committee will continue to review and evaluate the Company's
executive compensation programs to assure that the programs are
competitive in the market place to attract and retain outstanding
management employees and to appropriately award performance. 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 S. 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 26, 1995 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, 1990. The information contained in the graph
is not necessarily indicative of future performance.
<TABLE>
Comparison of Five-Year Cumulative Total Return Among Company,
Peer Group and S&P 500 Index
<CAPTION>
Aug. 90 Aug. 91 Aug. 92 Aug. 93 Aug. 94 Aug. 95
_______ _______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C> <C>
Super Food Services, Inc. 100 79.00 63.00 62.00 74.00 85.00
Peer Group 100 118.00 115.00 153.00 133.00 147.00
S&P 500 100 127.00 137.00 158.00 167.00 202.00
</TABLE>
The composite peer group is composed of Fleming Companies, Inc.,
Nash Finch Company, SUPERVALU, 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 capitalization.
Employment Contracts
In 1976, The Company entered into an employment agreement with
Mr. Twyman. In 1981, Mr. Twyman's employment 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 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
termination 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 $195,000. The agreement affords Mr. Demos the
same rights afforded Mr. Twyman to terminate the agreement 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 anniversary 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 Mr. Demos' employment
agreement will terminate on March 2, 1996. On October 26, 1995, the
Board of Directors extended the term of Mr. Demos' employment
agreement for an additional period of two years until March 2, 1998.
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
benefits 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
"Retirement 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 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 Benefits for
Prior to Retirement Date Years of Credited Service At Age 65 in 1995
______________________________________________________________________________________________
15 20 25 30 35
______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
$100,000 . . . . . . . . . . . . . $ 19,444 $ 25,926 $ 32,407 $ 38,889 $ 45,370
150,000 . . . . . . . . . . . . . 29,944 39,926 49,907 59,889 69,870
200,000 . . . . . . . . . . . . . 40,444 53,926 67,407 80,889 94,370
250,000 . . . . . . . . . . . . . 50,944 67,926 84,907 101,889 118,870
300,000 . . . . . . . . . . . . . 61,444 81,926 102,407 122,889 143,370
350,000 . . . . . . . . . . . . . 71,944 95,926 119,907 143,889 167,870
400,000 . . . . . . . . . . . . . 82,444 109,926 137,407 164,889 192,370
450,000 . . . . . . . . . . . . . 92,944 123,926 154,907 185,889 216,870
500,000 . . . . . . . . . . . . . 103,444 137,926 172,407 206,889 241,370
550,000 . . . . . . . . . . . . . 113,944 151,926 189,907 227,889 265,870
600,000 . . . . . . . . . . . . . 124,444 165,926 207,407 248,889 290,370
650,000 . . . . . . . . . . . . . 134,944 179,926 224,907 269,889 314,870
700,000 . . . . . . . . . . . . . 145,444 193,926 242,407 290,889 339,370
750,000 . . . . . . . . . . . . . 155,944 207,926 259,907 311,889 363,870
</TABLE>
Annual retirement benefits payable under the Retirement 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. Covered compensation is the average of an employee's Social
Security Wage Bases during the 35 year period ending in the calendar
year in which the employee is eligible for unreduced Social Security
benefits. 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 Retirement
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 Retirement Plan for individuals listed in the Summary
Compensation Table as of January 1, 1995 were as follows: Mr.
Twyman, 22.42 years; Mr. Robinson, 22.75 years; Mr. Demos, 30.25
years, Mr. Koogler, 26.33 years; and Mr. Metzgar, 16.5 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 Retirement Plan
under Section 415 of the Code ($120,000 per year). To the extent
that benefits cannot be provided under the Retirement Plan, the
Company has adopted the Supplemental Plan which is a non-qualified
plan maintained for certain highly compensated employees designated
as participants by the Board of Directors (including the executive
officers named in the Summary Compensation Table) which provides
retirement benefits which an employee is entitled to receive under
the Retirement Plan were it not for the limitations imposed by the
Code.
The Company has entered into a trust agreement to provide for
the payment of amounts due under the Supplemental Plan. Pursuant to
the trust which is irrevocable, the Company has deposited, and is
obligated to maintain on deposit with the trustee, cash, marketable
securities and/or insurance policies sufficient to fund such
payments. The trust will terminate upon the earlier of the
exhaustion of the trust funds or the final payment to the
participants in the Supplemental Plan, and any remaining assets will
be paid to the Company. The trust is required to be fully funded in
the event of a change in control.
Option/SAR Grants in Last Fiscal Year
No stock options or stock appreciation rights were granted
in the fiscal year ended August 26, 1995 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 26, 1995 by the named executive
officers and the value of such officers' unexercised options/SARs
at the end of fiscal 1995. The actual amount, if any, realized
upon the exercise of stock options will depend upon the market
price of the Common Shares relative to the exercise price per
share at the time the option is exercised. There were no options
exercised by any of the executive officers listed in the table
below in fiscal 1995.
<TABLE>
<CAPTION> Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at FY-End (#) Options/SARs at FY-End ($)(2)
Shares
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($)(1) (#) (#) ($) ($)
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Jack Twyman - - 23,331 6,669 92,274 26,376
Sam Robinson - - 17,500 5,000 69,213 19,775
John Demos - - 11,250 5,000 44,494 19,775
Robert F. Koogler - - 5,081 3,779 20,095 14,946
Richard Metzgar - - 9,331 2,669 36,904 10,556
</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 25, 1995
($13.875), 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 1996 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 1996 Annual Meeting must be received by the
Secretary, Super Food Services, Inc., Kettering Box 2323, Dayton,
Ohio 45429, no later than July 8, 1996. It is suggested that a
proponent submit any proposal by Certified Mail-Return Receipt
Requested.
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 6, 1995
<PAGE>
SUPER FOOD SERVICES, INC.
1995 ANNUAL MEETING OF SHAREHOLDERS
PROXY - SOLICITED BY THE BOARD OF DIRECTOR
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 undersigned
would possess if personally present, at the Annual Meeting of
Shareholders of the Company to be held on Tuesday, December 12, 1995,
at 10:00 a.m. Dayton time, and at any adjournment thereof, on the
following matters as designated on the reverse side 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 following
Proposals:
1. Election of Directors - Class I nominees are John Demos and Sam
Robinson.
For all nominees Withhold authority INSTRUCTION: To withhold
listed above to vote for all authority to vote for any
(except as nominees listed. individual nominee, write
marked to the that nominee's name below:
contrary)
/ / / / _____________________________
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_____________________________, 1995
(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 partnership name by an authorized
person.
PLEASE MARK, SIGN, DATE THIS PROXY AND MAIL IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
