<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) on Rule 14a-12
</TABLE>
Todhunter International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check appropriate box:)
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies: N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: N/A
- --------------------------------------------------------------------------------
(5) Total fee paid: N/A
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing and registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
TODHUNTER INTERNATIONAL, INC.
222 LAKEVIEW AVENUE, SUITE 1500
[LOGO]
WEST PALM BEACH, FLORIDA 33401
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of the Stockholders of
Todhunter International, Inc., a Delaware corporation (the "Company"), will be
held at The Breakers, One South County Road, Palm Beach, Florida 33480 on
Tuesday, May 13, 1997 at 11:00 a.m., Eastern Standard Time, for the following
purposes:
1. To elect two (2) Class II Directors to hold office for a term of three
(3) years and until their successors have been elected and qualified; and
2. To act upon such other matters as may properly come before the meeting or
any postponements or adjournments thereof.
Only stockholders of record at the close of business on March 21, 1997 shall
be entitled to notice of, and to vote at, the meeting or any postponements or
adjournments thereof.
By Order of the Board of Directors
TROY EDWARDS
SECRETARY
West Palm Beach, Florida
March 26, 1997
<PAGE>
TODHUNTER INTERNATIONAL, INC.
222 LAKEVIEW AVENUE
[LOGO]
SUITE 1500
WEST PALM BEACH, FLORIDA 33401
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
------------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors and management of Todhunter International, Inc., a Delaware
corporation (the "Company"), of proxies for use at the annual meeting of
Stockholders (the "1997 Annual Meeting") to be held at The Breakers, One South
County Road, Palm Beach, Florida 33480 on Tuesday, May 13, 1997, at 11:00 a.m.,
Eastern Standard Time, or at any and all postponements or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting.
This Proxy Statement, Notice of Annual Meeting and accompanying proxy card
are first being mailed to stockholders on or about March 26, 1997.
Only stockholders of record at the close of business on March 21, 1997, will
be entitled to notice of the 1997 Annual Meeting and to vote the shares of
common stock of the Company, par value $.01 per share ("Common Stock"), held by
them on such date at the 1997 Annual Meeting or any and all postponements or
adjournments thereof. As of March 21, 1997, 4,949,714 shares of Common Stock
were outstanding and entitled to vote at the 1997 Annual Meeting.
Each share of Common Stock entitles the holder thereof to cast one vote on
each matter to be voted upon at the 1997 Annual Meeting. A majority of the
outstanding shares will constitute a quorum at the meeting. Abstentions and
broker non-votes are counted only for purposes of determining the presence or
absence of a quorum for the transaction of business and are not counted for
purposes of electing directors in accordance with Proposal One. None of the
actions to be voted upon at the 1997 Annual Meeting shall create dissenters'
rights under the Delaware General Corporation Law.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying proxy card will vote FOR the
Board of Directors' nominees as directors and as recommended by the Board of
Directors with regard to all other matters as may properly come before the 1997
Annual Meeting or, if no such recommendation is given, in their own discretion.
Each such proxy granted may be revoked by the stockholder giving such proxy at
any time before it is exercised by filing with the Secretary of the Company a
revoking instrument or a duly executed proxy bearing a later date. The powers of
the proxy holders will be suspended if the person executing the proxy attends
the 1997 Annual Meeting in person and so requests. Attendance at the 1997 Annual
Meeting will not, in itself, constitute revocation of the proxy.
The cost of soliciting proxies in the form enclosed herewith will be borne
by the Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers, employees and agents, may also solicit proxies
personally or by telephone. Only independent third party agents not otherwise
affiliated with the Company will be specifically compensated for such
solicitation activities. The Company will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners and will reimburse such holders for their
reasonable expenses in doing so.
The presence at the 1997 Annual Meeting, in person or by proxy, of a
majority of the shares of Common Stock outstanding as of March 21, 1997, will
constitute a quorum.
<PAGE>
PRINCIPAL STOCKHOLDERS AND BENEFICIAL OWNERSHIP OF MANAGEMENT
The following tables set forth the number of shares and percentage of the
Company's Common Stock beneficially owned as of March 21, 1997 by (i) owners of
five percent or more of the Common Stock, (ii) each director and certain
executive officers of the Company, and (iii) all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER PERCENTAGE
NAME OF EXECUTIVE OFFICER OR DIRECTOR (1) OF SHARES OWNED
- ------------------------------------------------------------------------ --------------- -------------
<S> <C> <C>
A. Kenneth Pincourt, Jr................................................. 2,183,678(2) 43.6%
Arnold R. Beinstein (3)................................................. 1,000 *
Jay S. Maltby........................................................... 21,000(4) *
Thomas A. Valdes........................................................ 8,500(5) *
D. Chris Mitchell....................................................... 36,900(6) *
Joseph A. Loveland, Jr.................................................. 0 0
W. Gregory Robertson.................................................... 2,500 *
Leonard G. Rogers....................................................... 1,000 *
All executive officers and directors as a group (10 persons)............ 2,336,478(7) 45.4%
<CAPTION>
NAME AND ADDRESS OF
OTHER BENEFICIAL OWNERS
- ------------------------------------------------------------------------
<S> <C> <C>
Robert Fleming Inc. .................................................... 245,000(8) 5.0%
1285 Avenue of the Americas
New York, N.Y. 10069
Heartland Advisors, Inc. ............................................... 518,000(9) 10.5%
790 North Milwaukee Street
Milwaukee, WI 53202
The Killen Group, Inc. ................................................. 300,840(10) 6.1%
1199 Lancaster Avenue
Berwyn, PA 19312
Dimensional Fund Advisors Inc. ......................................... 247,800(11) 5.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
- ------------------------
* Less than 1%
(1) Except as described in (2), (4), (5), (6) and (7) below, each person listed
above has sole voting power and sole investment power with respect to the
shares owned by such person.
(2) Includes (i) 1,943,985 shares of which Mr. Pincourt has sole and direct
voting and dispositive power, (ii) 179,693 shares of which Mr. Pincourt has
sole voting and dispositive power as trustee for the benefit of his sister,
Ferne Pincourt, pursuant to a Revocable Trust Agreement, dated April 7,
1992; and (iii) 60,000 shares that may be acquired within 60 days of March
21, 1997 upon the exercise of outstanding options under the Company's 1992
Employee Stock Option Plan, as amended (the "Option Plan").
(3) Mr. Beinstein resigned as Vice Chairman of the Board as of December 11, 1996
for health reasons.
(4) Includes an aggregate of 20,000 shares that may be acquired within 60 days
of March 21, 1997 upon the exercise of outstanding options under the Option
Plan.
(5) Includes an aggregate of 7,500 shares that may be acquired within 60 days of
March 21, 1997 upon the exercise of outstanding options under the Option
Plan.
(6) Includes an aggregate of 32,500 shares that may be acquired within 60 days
of March 21, 1997 upon the exercise of outstanding options under the Option
Plan.
(7) Includes (i) an aggregate of 120,000 shares that may be acquired within 60
days of March 21, 1997 by the persons listed in the table set forth above
upon exercise of outstanding options under the
2
<PAGE>
Option Plan; and (ii) an aggregate of 79,000 shares that may be acquired
within 60 days of March 21, 1997 by persons not listed in the table set
forth above upon exercise of outstanding options under the Option Plan.
(8) Based upon Schedule 13G of Robert Fleming Inc., with respect to shares of
the Company's Common Stock, received by the Company, which Schedule
discloses such stock ownership as of December 31, 1996. The Schedule further
reports shared voting and dispositive power as to 245,000 of the shares.
(9) Based upon Schedule 13G of Heartland Advisors, Inc., with respect to shares
of the Company's Common Stock, received by the Company, which Schedule
discloses such stock ownership as of February 12, 1997. The Schedule further
reports sole voting power as to 490,000 shares and sole dispositive power as
to 518,000 shares.
(10)Based upon Schedule 13G of the Killen Group, Inc., with respect to shares of
the Company's Common Stock, received by the Company, which schedule
discloses such stock ownership as of February 14, 1997. The schedule further
reports sole voting power as to 148,350 shares and dispositive power as to
300,840 shares.
(11)Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 247,800 shares of the
Company's stock as of December 31, 1996, 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 DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and any persons who beneficially
own ten percent or more of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "Commission") initial reports of
beneficial ownership and reports of changes in beneficial ownership of Common
Stock. Such persons are required by regulations of the Commission to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely upon on a review of (i) copies of Section 16(a) filings
received by the Company during or with respect to the 1996 fiscal year and (ii)
certain written representations of its officers and directors with respect to
the filing of annual reports of changes in beneficial ownership on Form 5, the
Company believes that each filing required to be made pursuant to Section 16(a)
of the Exchange Act during the 1996 fiscal year and for prior fiscal years has
been filed in a timely manner.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The following table sets forth information with respect to the continuing
directors, director nominees and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION OR OFFICE HELD
- ------------------------------ --- --------------------------------------------------
<S> <C> <C>
A. Kenneth Pincourt, Jr. 65 Chairman of the Board and Chief Executive Officer
Jay S. Maltby 46 President, Chief Operating Officer and Director
Thomas A. Valdes 54 Executive Vice President, Assistant Secretary and
Director
D. Chris Mitchell 47 Senior Vice President -- Sales and Director
Troy Edwards 58 Secretary, Treasurer, Controller and Chief
Financial Officer
Ousik Yu 44 Senior Vice President -- Manufacturing
W. Gregory Robertson 53 Director
Leonard G. Rogers 67 Director
</TABLE>
In accordance with Article V of the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"), the Board of
Directors of the Company is divided into three classes, designated Class I,
Class II and Class III. On March 24, 1997, pursuant to Article VI of the
Certificate of Incorporation and the Bylaws, the Board of Directors decreased
the number of directors from seven to six. Messrs. Rogers and Pincourt currently
serve as Class II and III directors, respectively, and have been nominated for
election as Class II directors at the 1997 Annual Meeting. Joseph A. Loveland,
Jr. is currently a Class II director but has not been nominated for re-election
by the Board of Directors.
Although Mr. Pincourt is currently a Class III director, the Board of
Directors has moved Mr. Pincourt to Class II in an effort to equalize the number
of directors in each class as a result of the Company's decision not to nominate
Mr. Loveland for re-election. If elected, Messrs. Pincourt and Rogers will serve
as Class II directors until the 2000 Annual Meeting. Messrs. Maltby and Mitchell
currently serve as Class III directors until the 1998 Annual Meeting and Messrs.
Valdes and Robertson currently serve as Class I directors until the 1999 Annual
Meeting.
Messrs. Rogers and Pincourt have consented to serve on the Board and the
Board has no reason to believe that they will not serve if elected, but if
either of them should become unavailable to serve as a director, and if the
Board shall have designated a substitute nominee or nominees, the persons named
as proxies will vote for the substitute nominee or nominees designated by the
Board.
Messrs. Rogers and Pincourt must be elected by a plurality of the votes cast
at the 1997 Annual Meeting.
NOMINEES AS CLASS II DIRECTORS
The biographies set forth below are submitted for consideration regarding
the nomination of each of Messrs. Rogers and Pincourt for election as a
director.
LEONARD G. ROGERS -- Mr. Rogers joined the Company as a director in 1992. He
was Chairman of the Board of the Company from 1974 to 1985 and since 1985 has
been a private investor. From 1969 to 1974, Mr. Rogers was Senior Vice President
- -- Consumer Products Division for Gulf & Western Industries. He is presently
retired.
A. KENNETH PINCOURT, JR. -- Mr. Pincourt founded the Company in 1964 and has
been its Chief Executive Officer and a director since its inception and Chairman
of the Board since 1985. Mr. Pincourt also was President of the Company from
inception until January 1995, at which time Jay S. Maltby became President.
4
<PAGE>
CONTINUING CLASS I DIRECTORS
W. GREGORY ROBERTSON -- Mr. Robertson joined the Company as a director on
September 27, 1995. In 1989, Mr. Robertson founded TM Capital Corp., a private
New York City-based investment banking firm. Prior to founding TM Capital Corp.,
Mr. Robertson was an Executive Vice President and director of Thomson McKinnon
Securities Inc., where he headed the firm's investment banking and public
finance activities. Mr. Robertson is also a director of Vicon Industries, Inc.
of Melville, New York (CCTV systems and components).
THOMAS A. VALDES -- Mr. Valdes joined the Company in July 1995 as Executive
Vice President. Mr. Valdes was appointed as a director on December 16, 1996 to
replace Mr. Arnold R. Beinstein who resigned as of December 11, 1996 for health
reasons. Prior to joining the Company, Mr. Valdes held various executive
positions with Bacardi Imports, Ltd. since 1979, the latest of which was Vice
President of Marketing and Operations.
CONTINUING CLASS III DIRECTORS
JAY S. MALTBY -- Mr. Maltby joined the Company in January 1995 as President,
Chief Operating Officer and a director. Prior to joining the Company, he served
in various executive capacities with Bacardi Imports, Ltd. since 1978. In 1993
Mr. Maltby became a member of Bacardi's Executive Committee and Vice President
of Finance and Operations.
D. CHRIS MITCHELL -- Mr. Mitchell joined the Company in 1984 as manager of
the Company's bottling operations. Mr. Mitchell was promoted to Vice President
- -- Sales in 1989 and appointed as Senior Vice President in January 1994. Mr.
Mitchell has been a director of the Company since 1991. Prior to joining the
Company, Mr. Mitchell was general manager of bottling operations for United
States Distilled Products from 1980 to 1984.
EXECUTIVE OFFICERS
Certain information relating to each executive officer of the Company (other
than those set forth above) is set forth below.
TROY EDWARDS -- Mr. Edwards joined the Company in 1980, has served as
Treasurer, Controller and Assistant Secretary since that time, and was promoted
to Chief Financial Officer in 1992. In February 1997, Mr. Edwards was appointed
as Secretary of the Company. Prior to joining the Company, Mr. Edwards served as
Vice President of Administrative and Financial Services for New South
Manufacturing Company, a private label industrial chemical products concern.
OUSIK YU -- Mr. Yu joined the Company in March 1990 and has served as Vice
President -- Bottling Operations since that time until his appointment as Senior
Vice President -- Beverage Division in January 1994. In 1996, Mr. Yu was
appointed as Senior Vice President -- Manufacturing. From 1986 to 1989, Mr. Yu
was employed by Brown-Forman Corporation, most recently as manager of
packaging/process engineering. Prior thereto from 1981 to 1986, he was employed
in plant engineering by The Stroh's Brewery Company.
BOARD OF DIRECTORS COMPENSATION; MEETINGS; COMMITTEES
COMPENSATION
Each non-employee director of the Company receives $20,000 per year and is
reimbursed for out-of-pocket expenses incurred in attending meetings.
MEETINGS
The Board of Directors of the Company held a total of four meetings during
fiscal year 1996. Each incumbent director, except for Mr. Rogers, attended at
least 75% of the aggregate number of Board of Directors and committee meetings
held during fiscal year 1996 during the period in which each such individual was
a director of the Company and served on such committee.
5
<PAGE>
COMMITTEES
The Board of Directors has an Audit Committee and a Compensation and Stock
Option Committee. The Board does not have a standing Nominating Committee.
AUDIT COMMITTEE
The Audit Committee: (i) recommends to the Board of Directors the engagement
of independent auditors; (ii) reviews the Corporation's policies and procedures
on maintaining its accounting records and the adequacy of its internal controls;
(iii) reviews management's implementation of recommendations made by the
independent auditors and internal auditors; (iv) considers and approves the
range of audit and non-audit services performed by independent auditors and fees
for such services; and (v) reviews and approves of all transactions between the
Company and any of its officers, directors or other affiliates. The present
members of the Audit Committee are Messrs. Robertson and Rogers. The Audit
Committee held two meetings during fiscal 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee of the Board of Directors was
established to determine the cash and other incentive compensation, if any, to
be paid to the Company's executive officers. The Compensation and Stock Option
Committee is also responsible for the administration of and awards under the
Option Plan. This Committee currently consists of Messrs. Robertson, who joined
the Committee in September 1995, and Rogers. The Compensation and Stock Option
Committee was established in August 1992, in anticipation of the Company's
October 1992 initial public offering. No executive officer of the Company serves
as an officer, director or member of a compensation committee of any other
entity, an executive officer or director of which is a member of the
Compensation and Stock Option Committee of the Company. The Compensation and
Stock Option Committee met twice during fiscal 1996.
The policies of the Compensation and Stock Option Committee in making
executive compensation decisions for fiscal 1994, 1995 and 1996 are consistent
with those of the Board of Directors applicable for fiscal 1992, when the
Company was privately held, recognizing that the Company is now publicly-owned.
Each member abstains from any vote regarding any compensation to be paid by the
Company to such member.
As disclosed above, Mr. Pincourt is the Chairman of the Board, the Chief
Executive Officer, and a principal stockholder of the Company. Mr. Pincourt has
from time to time borrowed funds from the Company on a revolving loan basis
during the fiscal year ended September 30, 1996. The largest amount of principal
outstanding at any time during such period was $294,750. The outstanding
principal under this loan bears interest at a rate equal to the prime rate as
announced from time to time by the Company's principal lender at the time such
indebtedness is incurred. All of such indebtedness was repaid in full and, as of
the close of such fiscal year, no indebtedness was outstanding. Under the terms
of the Company's long-term debt, principal amounts of such borrowings may not
exceed $300,000 in the aggregate.
In addition, during fiscal 1996, the Company paid, on Mr. Maltby's behalf,
$15,285 for whole-life insurance premiums, which amount was subsequently repaid
by Mr. Maltby.
Management believes that all of the transactions set forth above have been
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties in arms-length transactions under similar
circumstances. All transactions during fiscal 1996 and any future transactions
between the Company and any of its officers, directors or other affiliates are
subject to review and approval by the Company's Audit Committee.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for the
fiscal years ended September 30, 1996, 1995 and 1994, of those persons who were,
for the fiscal year ended September 30, 1996 (i) the Chief Executive Officer and
(ii) the other four most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------
ANNUAL COMPENSATION (1) OPTIONS (3)
----------------------------------- (NUMBER OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS) COMPENSATION (4)
- ---------------------------------------------- --------- ----------- ----------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
A. Kenneth Pincourt, Jr. ..................... 1996 $ 314,734 $ 110,000 -- $ 46,256(5)
Chairman of the Board and Chief Executive 1995 309,397 65,000 -- 13,656
Officer 1994 248,925 130,000 60,000 22,927
Arnold R. Beinstein(7) ....................... 1996 160,605 33,000 -- 13,884
Vice Chairman of the Board 1995 255,771 55,000 -- 13,656
1994 200,765 110,000 25,000 22,927
Jay S. Maltby ................................ 1996 240,000 85,000 50,000 15,854(6)
President and Chief Operating Officer 1995 180,000 50,000 -- 1,970(6)
1994 -- -- -- --
Thomas A. Valdes ............................. 1996 175,000 65,000 37,500 --
Executive Vice President 1995 37,019 -- -- --
1994 -- -- -- --
Joseph A. Loveland, Jr.(8) ................... 1996 168,342 23,000 -- 13,884
Vice President, General Counsel and Secretary 1995 165,987 23,000 -- 13,656
1994 109,231 15,000 20,000 10,874
</TABLE>
- ------------------------
(1) No other annual compensation, such as perquisites, is shown because no named
executive officers received perquisites with a total value which exceeded
the lesser of $50,000 or 10% of his salary and bonus or any other "other
annual compensation" required to be disclosed as such.
(2) Amounts awarded under the Company's discretionary bonus arrangement.
(3) See table regarding stock options for information regarding the value of
such options.
(4) Represents amounts awarded under the Company's defined contribution pension
plan.
(5) Includes $32,372 which represents an amount equal to the dollar value of
life insurance premiums on Mr. Pincourt s life insurance policy paid by the
Company.
(6) Includes $1,970 in 1996 and 1995 which represents an amount equal to the
dollar value of life insurance premiums on Mr. Maltby's life insurance
policy paid by the Company.
(7) Resigned as of December 11, 1996 for health reasons.
(8) Mr. Loveland, who was an executive officer of the Company as of September
30, 1996, is no longer employed by the Company or any of its subsidiaries.
EMPLOYMENT AGREEMENTS
In August 1992, the Company entered into an employment agreement with Mr.
Pincourt having an initial term ending in August 1997 which is renewable
thereafter for successive one-year periods, unless earlier terminated. Under
this agreement, Mr. Pincourt is entitled to a base salary of $230,000, subject
to increases at the discretion of the Board of Directors, and is entitled to
participate in all Company compensation arrangements or plans, including the
Company's discretionary bonus arrangement, employee stock option and pension
plan.
In January 1995, the Company entered into an employment agreement with Mr.
Maltby for a period of three years. Under this agreement, as amended, Mr. Maltby
receives a base salary of
7
<PAGE>
$240,000, subject to increases at the discretion of the Board of Directors, and
is entitled to participate in all Company compensation arrangements and plans,
including the Company's discretionary bonus arrangement, the Option Plan and the
pension plan. Mr. Maltby is also entitled to receive options to purchase 10,000
shares of Common Stock per year. In the event of termination of employment by
the Company for other than death, disability or cause, Mr. Maltby is entitled to
a sum equal to his base salary for the balance of the employment period or
$480,000, whichever is greater.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock options granted to
certain of the five named executive officers during fiscal 1996. In addition,
the table shows the hypothetical gains or "option spreads" that would exist for
the respective options. These gains are based on assumed rates of annual
compound stock price appreciation of 5% and 10% from the date the options were
granted over the full option term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
SECURITIES PERCENT OF APPRECIATION FOR
UNDER TOTAL OPTIONS OPTION TERM (2)
OPTIONS GRANTED TO EXERCISE ($)
GRANTED (1) EMPLOYEES IN PRICE EXPIRATION --------------------
NAME # FISCAL YEAR ($) DATE 5% 10%
- ---------------------------------------- ----------- --------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Jay S. Maltby........................... 50,000 57% 8.125 2006 255,250 647,245
Thomas A. Valdes........................ 37,500 43% 8.125 2006 191,438 485,438
</TABLE>
- ------------------------
(1) These options were granted on February 15, 1996 and become exercisable as to
20% of such options per annum commencing January 3, 1996, with respect to
those granted to Mr. Maltby, and July 10, 1996, with respect to Mr. Valdes.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises will depend on the actual stock
price on date of exercise.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
No options were exercised in fiscal year 1996 by any of the five named
executive officers. The following table sets forth information with respect to
the five named executive officers concerning the unexercised options held on
September 30, 1996.
<TABLE>
<CAPTION>
NO. OF SHARES COVERED BY VALUE OF IN-THE-MONEY
OUTSTANDING STOCK OUTSTANDING STOCK
OPTIONS (1) OPTIONS (2)
(#) ($)
------------------------ ------------------------
NOT NOT
NAME EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- -------------------------------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
A. Kenneth Pincourt, Jr....................................... 60,000 -- -- --
Arnold R. Beinstein........................................... 42,500 8,750 59,063 29,531
Jay S. Maltby................................................. 10,000 40,000 12,500 50,000
Thomas A. Valdes.............................................. 7,500 30,000 9,375 37,500
Joseph A. Loveland, Jr........................................ 26,500 6,500 21,938 21,938
</TABLE>
- ------------------------
(1) These options have exercise prices ranging from $6 to $12.25 and are
exercisable during the period from 1996 to 2006.
(2) Amounts reflect gains on outstanding options based on September 30, 1996
stock prices less the exercise price of the options.
8
<PAGE>
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
COMPENSATION PHILOSOPHY
The Compensation and Stock Option Committee's philosophy for fiscal 1996 was
to provide competitive levels of compensation, integrate management's pay with
the achievement of the Company's annual and long-term performance goals, reward
above average corporate performance, recognize individual initiative and
achievement, and assist the Company in attracting and retaining qualified
management. Management compensation was intended to be set at levels that the
Committee believes is consistent with others in the Company's industry (alcohol
beverage and bottling), with senior management's compensation packages being
weighted toward programs contingent upon the Company's level of performance.
However, because of the limited number of companies that can be compared to the
Company in terms of product mix, net sales, net income, and similar items, a
significant amount of subjectivity was involved in the Committee's decisions.
BASE SALARIES
Base salaries for new management employees are determined initially by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
comparable companies within the alcoholic beverage industry. Annual salary
adjustments are determined by evaluating the competitive marketplace, the
performance of the Company, the performance of the executive, and any increased
responsibilities assumed by the executive. The Committee believes the base
salaries of executive officers are below those of similar companies in the
alcoholic beverage industry.
BONUS ARRANGEMENT
To encourage and reward outstanding corporate and individual performance,
the Company has adopted a discretionary bonus arrangement for its executive
officers, based on the Company's operating results and the achievement of
certain defined major business objectives. Bonuses are paid on an annual basis
based on the results during the past fiscal year. The Company anticipates that
it will continue to maintain a discretionary bonus arrangement for its executive
officers during the current year and thereafter.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Under Mr. Pincourt's employment agreement, Mr. Pincourt is entitled to a
base salary of $230,000 subject to increases at the discretion of the Board of
Directors. Since 1992, the Compensation and Stock Option Committee has granted
increases in base compensation to Mr. Pincourt based primarily upon many
factors, including without limitation: (i) the Company's financial performance,
including but not limited to the Company's gross sales, gross profit and net
earnings; (ii) Mr. Pincourt's level of leadership and responsibility for the
management, operation and growth of the Company, including his continued ability
to secure sources of financing from time to time when
necessary for operations and to locate, negotiate and consummate growth-oriented
acquisitions of other companies; (iii) the necessity, due to Mr. Pincourt's
long-standing relationship with the Company since inception, to continue to
retain his employment with the Company; and (iv) the Company's compensation
philosophy for management generally. Based upon these considerations, Mr.
Pincourt's annual compensation for fiscal 1996 was set at $314,734. In addition,
under his employment agreement, Mr. Pincourt is eligible to participate in the
Company's discretionary bonus arrangement. Based upon the factors described
above, Mr. Pincourt's 1996 bonus was increased to $110,000. The amount and
timing of increases to Mr. Pincourt's annual base salary and bonus were
determined in accordance with the principles discussed in this paragraph and
were based upon a subjective evaluation by the Compensation and Stock Option
Committee of the leadership Mr. Pincourt has demonstrated during the past 12
months.
9
<PAGE>
EMPLOYEE STOCK OPTION PLAN
The Board of Directors endorses the position that equity ownership by
management is beneficial in aligning management's and stockholders' interests in
the enhancement of stockholder value. The Company adopted its 1992 Employee
Stock Option Plan on August 11, 1992 and amended it on May 8, 1995 (the "Option
Plan"). The Option Plan authorizes the grant of options to key employees
(including officers and directors) and consultants and independent contractors
of the Company or any subsidiary corporations. Options granted under the Option
Plan may be either incentive or non-statutory stock options. A total of
1,400,000 shares of Common Stock have been reserved for issuance under the
Option Plan.
The Option Plan is administered by the Compensation and Stock Option
Committee. This committee has full authority to determine the eligible
individuals who are to receive option grants, the number of shares to be covered
by each such option, the time or times at which an option is to be exercisable,
the maximum term for which the option is to be outstanding, and whether or not
the option granted is to be an incentive stock option. The Compensation and
Stock Option Committee also has the authority to grant stock appreciation rights
entitling the grantee to surrender an unexercised option in exchange for a cash
distribution from the Company equal to the difference between the fair market
value of the shares represented by such option and the option price payable for
such shares. With respect to specific grants of options, the Option Plan will be
administered by a disinterested administrator or administrators and no Board
member may serve on the Compensation and Stock Option Committee if he has been
granted options or stock appreciation rights pursuant to the Option Plan during
the previous year. In light of recent amendments to Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended, the Company is currently
considering whether to amend the Option Plan to delete requirements regarding
disinterested administration and prohibitions on director participation, among
other changes. During fiscal 1996 the Committee awarded stock options covering
87,500 shares of the Company's Common Stock to two key employees of the Company.
PENSION PLAN
The Company has also adopted a defined contribution pension plan (the
"Pension Plan") which went into effect January 1, 1983, and which is subject to
the provisions of the Employee Retirement Income Security Act of 1974. With
certain exceptions, all employees age 21 and over become eligible to participate
in the Pension Plan after one year of service with the Company. The Company
contributes 6.0% of total wages, plus 5.5% of wages in excess of the Social
Security wage base, into a trust fund account for the benefit of participants.
W. GREGORY ROBERTSON
LEONARD G. ROGERS
10
<PAGE>
PERFORMANCE OF THE COMPANY'S COMMON STOCK
The following performance graph compares the performance of the Company's
Common Stock during the period beginning with its initial public trading on
October 13, 1992, and for each month ending September 30, 1996, to the Center
for Research in Security Prices of the University of Chicago Graduate School of
Business ("CRSP") index for the NASDAQ Stock Market (United States companies)
and a peer group CRSP index consisting of 29 NASDAQ stocks of beverage
companies, including alcoholic beverages, having SIC codes 2080-2089 for the
same period. The graph assumes a $100 investment in the Company's Common Stock
and in each of the indexes at the beginning of the period and a reinvestment of
dividends paid on such investments throughout the period. The index level for
all shares was set to $100 at October 13, 1992.
VALUE OF $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS AT OCTOBER 13, 1992
AND AT EACH SUBSEQUENT MONTH DURING FISCAL 1993, 1994, 1995 AND 1996
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TODHUNTER
<S> <C> <C>
INTERNATIONAL, INC.
9/30/91
10/31/91
11/29/91
12/31/91
1/31/92
2/28/92
3/31/92
4/30/92
5/29/92
6/30/92
7/31/92
8/31/92
9/30/92
10/13/92 100.0
10/30/92 102.0
11/30/92 124.5
12/31/92 142.9
1/29/93 142.9
2/26/93 151.0
3/31/93 198.0
4/30/93 181.6
5/28/93 193.9
6/30/93 181.6
7/30/93 185.7
8/31/93 191.8
9/30/93 191.8
10/29/93 204.1
11/30/93 232.7
12/31/93 228.6
1/31/94 244.9
2/28/94 249.0
3/31/94 220.4
4/29/94 238.8
5/31/94 249.0
6/30/94 234.7
7/29/94 253.1
8/31/94 265.3
9/30/94 257.1
10/31/94 249.0
11/30/94 249.0
12/30/94 253.1
1/31/95 236.7
2/28/95 202.0
3/31/95 224.5
4/28/95 193.9
5/31/95 161.2
6/30/95 151.0
7/31/95 155.1
8/31/95 142.9
9/29/95 118.4
10/31/95 114.3
11/30/95 122.4
12/29/95 126.5
1/31/96 126.5
2/29/96 133.7
3/29/96 130.6
4/30/96 144.9
5/31/96 159.2
6/28/96 142.9
7/31/96 155.1
8/30/96 150.0
9/30/96 153.1
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding
trading day is used.
D. The index level for all series was set to 100.0 on 10/13/92.
<CAPTION>
NASDAQ STOCK MARKET
<S> <C>
(US Companies)
9/30/91 90.2
10/31/91 93.2
11/29/91 90.1
12/31/91 101.1
1/31/92 107.0
2/28/92 109.4
3/31/92 104.3
4/30/92 99.8
5/29/92 101.1
6/30/92 97.1
7/31/92 100.6
8/31/92 97.5
9/30/92 101.1
10/13/92 100.0
10/30/92 105.1
11/30/92 113.5
12/31/92 117.7
1/29/93 121.0
2/26/93 116.5
3/31/93 119.9
4/30/93 114.7
5/28/93 121.6
6/30/93 122.2
7/30/93 122.3
8/31/93 128.6
9/30/93 132.5
10/29/93 135.4
11/30/93 131.4
12/31/93 135.1
1/31/94 139.2
2/28/94 137.9
3/31/94 129.4
4/29/94 127.7
5/31/94 128.0
6/30/94 123.3
7/29/94 125.9
8/31/94 133.9
9/30/94 133.5
10/31/94 136.2
11/30/94 131.6
12/30/94 132.0
1/31/95 132.8
2/28/95 139.8
3/31/95 143.9
4/28/95 148.4
5/31/95 152.3
6/30/95 164.6
7/31/95 176.7
8/31/95 180.3
9/29/95 184.4
10/31/95 183.4
11/30/95 187.7
12/29/95 186.7
1/31/96 187.6
2/29/96 194.8
3/29/96 195.4
4/30/96 211.6
5/31/96 221.3
6/28/96 211.4
7/31/96 192.5
8/30/96 203.3
9/30/96 218.9
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding
trading day is used.
D. The index level for all series was set to 100.0 on 10/13/92.
<CAPTION>
NASDAQ STOCKS (SIC 2080-2089
US Companies) Beverages
9/30/91 99.2
10/31/91 100.1
11/29/91 99.9
12/31/91 111.1
1/31/92 112.1
2/28/92 110.8
3/31/92 105.8
4/30/92 104.1
5/29/92 107.5
6/30/92 104.4
7/31/92 105.4
8/31/92 104.9
9/30/92 99.9
10/13/92 100.0
10/30/92 104.2
11/30/92 106.2
12/31/92 101.1
1/29/93 106.0
2/26/93 102.5
3/31/93 105.5
4/30/93 103.6
5/28/93 106.1
6/30/93 106.9
7/30/93 110.6
8/31/93 114.4
9/30/93 123.0
10/29/93 125.3
11/30/93 123.0
12/31/93 126.7
1/31/94 121.1
2/28/94 126.9
3/31/94 120.6
4/29/94 119.6
5/31/94 120.5
6/30/94 120.7
7/29/94 126.6
8/31/94 130.4
9/30/94 129.0
10/31/94 125.0
11/30/94 121.8
12/30/94 125.4
1/31/95 122.5
2/28/95 122.9
3/31/95 128.5
4/28/95 130.3
5/31/95 133.0
6/30/95 133.2
7/31/95 135.5
8/31/95 141.2
9/29/95 145.6
10/31/95 141.8
11/30/95 133.5
12/29/95 129.7
1/31/96 137.7
2/29/96 128.3
3/29/96 127.2
4/30/96 121.5
5/31/96 120.7
6/28/96 118.1
7/31/96 108.7
8/30/96 111.8
9/30/96 113.7
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all
dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding
trading day is used.
D. The index level for all series was set to 100.0 on 10/13/92.
</TABLE>
11
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals to the Company's shareholders at
the 1998 Annual Meeting of Shareholders must submit such proposals to the
Company no later than December 31, 1997, in order to be considered for inclusion
in the Proxy Statement and Proxy to be distributed by the Board of Directors in
connection with that meeting. Shareholder proposals should be submitted to Troy
Edwards, Secretary, Todhunter International, Inc., 222 Lakeview Avenue Suite
1500, West Palm Beach, Florida 33401.
OTHER MATTERS
The Board has no knowledge of any other matters which may come before the
meeting and does not intend to present any other matters. However, if any other
matters shall properly come before the meeting or any adjournment thereof, the
persons soliciting the proxies will have the discretion to vote on such matters
as they see fit.
If you do not plan to attend the meeting, in order that your shares may be
represented and in order to assure the required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend the meeting, at
your request, the Company will cancel any proxy executed by you.
The Board of Directors has selected McGladrey & Pullen, LLP, the Company's
independent accountants for fiscal 1996, to serve as the Company's independent
accountants for fiscal 1997. Representatives of McGladrey & Pullen, LLP will be
present at the 1997 Annual Meeting to respond to appropriate questions and to
make such statements as they may desire.
FINANCIAL INFORMATION
Detailed financial information of the Company and its subsidiaries for the
fiscal year ended September 30, 1996 is included in the Company's 1996 Annual
Report to Stockholders, a copy of which is enclosed herewith.
REPORT TO STOCKHOLDERS
THE COMPANY WILL FURNISH A COPY OF THE COMPANY'S 1996 ANNUAL REPORT ON FORM
10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WITHOUT CHARGE, TO ANY STOCKHOLDER WHO SUBMITS
A WRITTEN REQUEST TO THE COMPANY FOR SUCH ANNUAL REPORT. SUCH WRITTEN REQUEST
SHOULD BE DIRECTED TO TROY EDWARDS, SECRETARY OF THE COMPANY, AT THE ADDRESS OF
THE COMPANY STATED HEREIN.
By Order of the Board of Directors
TROY EDWARDS
SECRETARY
March 26, 1997
12
<PAGE>
TODHUNTER INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 1997
The undersigned, a stockholder of Todhunter International, Inc., a
Delaware corporation (the
P
"Company"), hereby appoints A. Kenneth Pincourt, Jr. and Jay S. Maltby, or
either of them, attorneys and proxies of the undersigned, with full power of
substitution, to vote and act for the undersigned at R
the Annual Meeting of Stockholders of the Company to be held at The
Breakers, One South County Road, Palm Beach, Florida on Tuesday, May 13,
1997 at 11:00 a.m. local time and at any adjournments O
thereof, in respect of all shares of the Common Stock of the Company
registered in the name of the undersigned as fully as the undersigned could
vote and act if personally present, on the following X
matters:
This proxy, when properly executed, will be voted as directed herein by
the undersigned. However, Y
if no direction is given, this proxy will be voted FOR Proposal 1 and, with
respect to any other matter properly brought before the meeting or any
adjournments thereof, in accordance with the determination of the proxies
named herein.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TODHUNTER INTERNATIONAL, INC.
<PAGE>
<TABLE>
<C> <C> <S> <C> <C> <C>
(1) ELECTION OF DIRECTORS, NOMINEES: -- To elect Leonard G. Rogers and A.
Kenneth Pincourt,
Jr. as Class II Directors to hold office for a term of three (3) years (2) IN THEIR DISCRETION, on any other matters
and until their successors have been elected and qualified. that may properly come before the meeting or any
adjournments thereof.
VOTE FOR VOTE WITHHELD To withhold authority to vote for DATE: 1997
all nominees for all any individual nominee, print that (L.S.)
listed above nominees nominee's name on the line below. (L.S.)
except as marked listed above ---------------------------------- Signature(s)
to the contrary. as a group. Please date this proxy and sign your name exactly
/ / / / as your name appears herein. If the stock is held
jointly, all owners must sign. When signing as
attorney, executor, administrator, trustee,
guardian or in another representative capacity,
please give full title.
</TABLE>
PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
