<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:
/ / Preliminary Proxy Statement / / Confidential, For Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule 14a-11(c) on Rule 14a-12
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
WEST PALM BEACH, FLORIDA 33401
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 9, 2000
-----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Todhunter International, Inc., a Delaware corporation, will be held at the
offices of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., at 777 South
Flagler Drive, Suite 500 East, West Palm Beach, Florida 33401, on Thursday,
March 9, 2000, at 11:00 a.m., Eastern Standard Time, for the following
purposes:
1. To elect three (3) 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 January 20,
2000 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
/s/ Troy Edwards
TROY EDWARDS
SECRETARY
West Palm Beach, Florida
January 25, 2000
<PAGE>
TODHUNTER INTERNATIONAL, INC.
222 LAKEVIEW AVENUE, SUITE 1500
WEST PALM BEACH, FLORIDA 33401
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 9, 2000
-----------
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 "Annual Meeting") to be held at the offices of
Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., at 777 South Flagler Drive,
Suite 500 East, West Palm Beach, Florida 33401, on Thursday, March 9, 2000,
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 January 25, 2000.
Only stockholders of record at the close of business on January 20,
2000, will be entitled to notice of the 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 Annual Meeting or any and all postponements
or adjournments thereof. As of January 20, 2000, 5,513,734 shares of Common
Stock were outstanding and entitled to vote at the Annual Meeting.
Each share of Common Stock entitles the holder thereof to cast one vote
on each matter to be voted upon at the 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.
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
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 Annual Meeting in person and so requests.
Attendance at the 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. 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
<PAGE>
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 Annual Meeting, in person or by proxy, of a
majority of the shares of Common Stock outstanding as of January 20, 2000,
will constitute a quorum.
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 January 20, 2000 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>
NAME OF EXECUTIVE OFFICER OR DIRECTOR (1) NUMBER OF SHARES PERCENTAGE OWNED
- ----------------------------------------- ---------------- ----------------
<S> <C> <C>
A. Kenneth Pincourt, Jr....................................... 655,985(2) 11.7%
Jay S. Maltby................................................. 63,800(3) 1.1%
Thomas A. Valdes.............................................. 41,000(4) *
D. Chris Mitchell............................................. 33,900(5) *
Ousik Yu...................................................... 42,000(6) *
W. Gregory Robertson.......................................... 4,900 *
Leonard G. Rogers............................................. 5,000 *
Edward F. McDonnell........................................... 41,000(7) *
Godfrey D. Bain............................................... 1,817,620(8) 32.9%
K. Ian McLachlan.............................................. 1,817,620(8) 32.9%
All executive officers and directors as a group
(11 persons).............................................. 2,728,605(9) 47.1%
NAME AND ADDRESS OF
OTHER BENEFICIAL OWNERS
- -----------------------
Angostura Limited
Corner Eastern Main Road and
Trinity Avenue
Laventille, Trinidad & Tobago............................ 1,817,620(10) 32.9%
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202...................................... 490,000(11) 8.8%
Estate of Ferne Pincourt, deceased
c/o Thomas N. Silverman, P.A.
4400 PGA Boulevard, Suite 102
Palm Beach Gardens, FL 33410............................. 479,693(12) 8.6%
2
<PAGE>
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401.................................. 364,100(13) 6.6%
</TABLE>
--------------------
* Less than 1%
(1) Except as otherwise indicated, each person listed has sole voting power
and sole investment power with respect to the shares owned by such
person.
(2) Includes (i) 585,985 shares of which Mr. Pincourt has sole and direct
voting and dispositive power; and (ii) 70,000 shares that may be
acquired within 60 days of January 20, 2000 upon the exercise of
outstanding options under the Company's 1992 Employee Stock Option Plan,
as amended (the "Option Plan").
(3) Includes an aggregate of 60,000 shares that may be acquired within 60
days of January 20, 2000 upon the exercise of outstanding options under
the Option Plan.
(4) Includes an aggregate of 40,000 shares that may be acquired within 60
days of January 20, 2000 upon the exercise of outstanding options under
the Option Plan.
(5) Includes an aggregate of 29,500 shares that may be acquired within 60
days of January 20, 2000 upon the exercise of outstanding options under
the Option Plan.
(6) Includes an aggregate of 38,000 shares that may be acquired within 60
days of January 20, 2000 upon the exercise of outstanding options under
the Option Plan.
(7) Includes an aggregate of 40,000 shares that may be acquired within 60
days of January 20, 2000 upon the exercise of outstanding stock options.
(8) Consists solely of shares beneficially held by Angostura Limited.
(9) Includes (i) an aggregate of 277,500 shares that may be acquired within
60 days of January 20, 2000 by the persons listed in the table set forth
above upon the exercise of outstanding options; (ii) an aggregate of
2,400 shares owned directly by a person not listed in the table set
forth above; and (iii) an aggregate of 21,000 shares that may be
acquired within 60 days of January 20, 2000 by a person not listed in
the table set forth above upon the exercise of outstanding options under
the Option Plan.
(10) Reflects ownership as reported on Form 4 as of November 30, 1999, as
filed with the Securities and Exchange Commission by Angostura Limited.
Angostura Limited has sole voting and dispositive power with respect
to all such shares of the Company's Common Stock.
(11) Reflects ownership as reported on Schedule 13G as of February 9, 1999 as
filed with the Securities and Exchange Commission by Heartland Advisors,
Inc. Heartland Advisors, Inc. has sole dispositive power with respect to
all such shares of the Company's Common Stock.
(12) Reflects ownership as reported on Schedule 13D as of December 13, 1999,
as filed with the Securities and Exchange Commission by the Estate of
Ferne Pincourt, deceased. The Estate of Ferne Pincourt, deceased has
sole voting and dispositive power with respect to all such shares of the
Company's Common Stock.
3
<PAGE>
(13) Reflects ownership as reported on Schedule 13D as of February 11, 1999,
as filed with the Securities and Exchange Commission by Dimensional Fund
Advisors Inc. Dimensional Fund Advisors Inc. has sole voting and
dispositive power with respect to all such shares of the Company's
Common Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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")
and the American Stock Exchange, upon which the Common Stock is currently
traded, 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 fiscal 1999 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 fiscal 1999 has been filed in a timely
manner.
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. 68 Chairman of the Board and Chief
Executive Officer
Jay S. Maltby 49 President, Chief Operating Officer and
Director
Thomas A. Valdes 56 Executive Vice President, Assistant
Secretary and Director
D. Chris Mitchell 50 Senior Vice President-- Sales and
Director
Troy Edwards 61 Secretary, Treasurer, Controller and
Chief Financial Officer
Ousik Yu 47 Senior Vice President-- Manufacturing
W. Gregory Robertson 56 Director
Leonard G. Rogers 70 Director
Edward F. McDonnell 64 Director
Godfrey D. Bain 51 Director
K. Ian McLachlan 55 Director
</TABLE>
4
<PAGE>
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. The maximum number of members of the Board of
Directors is currently nine. Messrs. Pincourt, Rogers and McLachlan currently
serve as Class II directors and have been nominated for election at the
Annual Meeting. If elected, Messrs. Pincourt, Rogers and McLachlan will serve
as Class II directors until the 2003 Annual Meeting. Messrs. Maltby, Mitchell
and McDonnell currently serve as Class III directors until the 2001 Annual
Meeting and Messrs. Bain, Robertson and Valdes currently serve as Class I
directors until the 2002 Annual Meeting.
Messrs. Pincourt, Rogers and McLachlan 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. Pincourt, Rogers and McLachlan
must be elected by a plurality of the votes cast at the Annual Meeting.
Messrs. McLachlan and Bain were designated to be nominated to the
Board by Angostura Limited (see Certain Relationships and Related
Transactions).
NOMINEES AS CLASS II DIRECTORS
The biographies set forth below are submitted for consideration
regarding the nomination of each of Messrs. Pincourt, Rogers and McLachlan
for election as a director.
K. IAN MCLACHLAN -- Mr. McLachlan was appointed to the Board as a
Class II director on September 22, 1999. Since 1995, Mr. McLachlan has been
Chief Executive Officer and a director of Angostura Holdings Limited, a
Trinidad holding company whose subsidiaries include Angostura Limited, a
principal shareholder of the Company. Angostura Limited is engaged in the
manufacture of rum, bitters and other spirits in Trinidad and Tobago. From
1990 to 1995, Mr. McLachlan was Manager - Corporate Development and Planning
for Angostura Limited.
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.
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.
CONTINUING CLASS I DIRECTORS
GODFREY D. BAIN -- Mr. Bain was appointed to the Board as a Class I
director on September 22, 1999. Since 1991, Mr. Bain has been Chief Financial
Officer and a director of Angostura Holdings Limited, a Tinidad holding
company whose subsidiaries include Angostura Limited, a principal shareholder
of the Company. Angostura Limited is engaged in the manufacure of rum, bitters
and other spirits in Trinidad and Tobago.
W. GREGORY ROBERTSON -- Mr. Robertson joined the Company as a
director in September 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
5
<PAGE>
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 Hauppauge, New York (CCTV systems and components).
THOMAS A. VALDES -- Mr. Valdes joined the Company in July 1995 as
Executive Vice President and has been a director of the Company since 1996.
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.
EDWARD F. MCDONNELL -- Mr. McDonnell joined the Company as a director
in 1998. Mr. McDonnell is Chairman and Chief Executive Officer of The Premier
Group, a company he founded in 1995. The Premier Group owns beverage alcohol
distributing companies in the Caribbean, Philippines and South Pacific. Prior
to founding The Premier Group, Mr. McDonnell served in various executive
capacities with The Seagram Company Ltd. since 1981, most recently as a
director and executive vice president of The Seagram Company Ltd. and
president of The Seagram Spirits and Wine Group.
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 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.
6
<PAGE>
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 five meetings
during fiscal 1999. Each incumbent director attended at least 75% of the
aggregate number of Board of Directors and committee meetings held during
fiscal 1999, during the period in which each such individual was a director
of the Company and served on such committee.
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 Company'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
1999.
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 and Rogers. The Compensation and Stock Option Committee met twice
during fiscal 1999.
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.
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, 1999, 1998 and 1997, of those
7
<PAGE>
persons who were, for the fiscal year ended September 30, 1999 (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
ANNUAL COMPENSATION(1) COMPENSATION
------------------------------- --------------
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..................... 1999 $379,294 $130,000 50,000 $ 94,531(5)(7)
Chairman of the Board and Chief Executive 1998 341,140 119,000 -- 130,560(5)(7)
Officer 1997 325,903 140,000 -- 48,335 (5)
Jay S. Maltby............................... 1999 297,291 100,000 50,000 39,136 (7)
President and Chief Operating Officer 1998 263,206 85,000 -- 34,559(6)(7)
1997 249,923 100,000 -- 15,772 (6)
Thomas A. Valdes............................ 1999 217,748 80,000 50,000 40,421 (7)
Executive Vice President 1998 191,772 68,000 -- 53,802 (7)
1997 182,526 80,000 -- --
D. Chris Mitchell........................... 1999 184,686 30,000 45,000 28,729 (7)
Senior Vice President-- Sales 1998 169,250 19,550 -- 27,415 (7)
1997 161,261 23,000 -- 13,802
Ousik Yu.................................... 1999 171,391 30,000 50,000 28,237 (7)
Senior Vice President-- Manufacturing 1998 162,918 19,550 -- 25,533 (7)
1997 153,660 23,000 -- 13,802
</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 $24,025, $32,837 and $34,533 in fiscal 1999, 1998 and 1997,
respectively, which represent the amount of life insurance premiums on
Mr. Pincourt's life insurance policy paid by the Company during each of
such years.
(6) Includes $657 in fiscal 1998 and $1,970 in fiscal 1997 which represents
the amount of life insurance premiums on Mr. Maltby's life insurance
policy paid by the Company during each of such years.
(7) Includes payments under the Company's Deferred Compensation Plan (as
described on page 12) as follows: Mr. Pincourt - 1999: $55,868; 1998:
$83,921; Mr. Maltby - 1999: $24,498; 1998: $20,100; Mr. Valdes - 1999:
$25,783; 1998: $40,000; Mr. Mitchell - 1999: $14,091; 1998: $13,613; and
Mr. Yu - 1999: $13,599; 1998: $11,731.
EMPLOYMENT AGREEMENTS
In July 1999, the Company entered into employment agreements with each
of Messrs. Pincourt, Maltby, Valdes and Mitchell. Each agreement has an initial
term that ends in July 2004 and continues automatically for
8
<PAGE>
additional periods of one year each under the same terms and conditions.
Under these agreements, Messrs. Pincourt, Maltby, Valdes and Mitchell are
entitled to a combined base salary and bonus of not less than $482,100,
$378,580, $283,185 and $201,735, respectively, subject to increases at the
discretion of the Board of Directors, and these executives are entitled to
participate in all Company compensation arrangements or plans, including the
Company's discretionary bonus arrangement, deferred compensation, employee
stock option and pension plan.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock options
granted to the five named executive officers during fiscal 1999. In addition,
the table shows the hypothetical gains of "option spreads" that would exist
for the respective options. These gains are based on assumed rates of annual
compound stock price appreciation of 5% and 10% from the date the options
were granted over the full option term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDER GRANTED TO OPTION TERM (2)
OPTIONS EMPLOYEES EXERCISE ($)
GRANTED (1) IN FISCAL PRICE EXPIRATION -------------------
NAME # YEAR ($) DATE 5% 10%
- ----- --- ------------- ----------- -------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
A. Kenneth Pincourt, Jr. 50,000 14.9% 8.125 2008 255,250 647,250
Jay S. Maltby 50,000 14.9% 8.125 2008 255,250 647,250
Thomas A. Valdes 50,000 14.9% 8.125 2008 255,250 647,250
D. Chris Mitchell 45,000 13.4% 8.125 2008 229,725 582,525
Ousik Yu 50,000 14.9% 8.125 2008 255,250 647,250
</TABLE>
(1) These options were granted on December 14, 1998, and become exercisable
as to 20% of such options per annum commencing December 13, 1999.
(2) These amounts represent assumed rates of appreciation only. Actual
gains, if any, on stock option exercises will depend on the actual stock
price on the date of exercise.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
No options were exercised in fiscal 1999 by any of the five named
executive officers. The following table sets forth information with respect
to the five named executive officers concerning the unexercised options held
on September 30, 1999.
9
<PAGE>
<TABLE>
<CAPTION>
NO. OF SHARES COVERED BY VALUE OF IN-THE-MONEY
OUTSTANDING STOCK OUTSTANDING STOCK
OPTIONS(1) OPTIONS(2)
(#) ($)
---------------------------- ------------------------------
NOT NOT
NAME EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- ------------------------------------------------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
A. Kenneth Pincourt, Jr.......................... 70,000 40,000 10,000 40,000
Jay S. Maltby.................................... 60,000 40,000 60,000 40,000
Thomas A. Valdes................................. 40,000 47,500 40,000 47,500
D. Chris Mitchell................................ 29,500 33,000 66,688 33,000
Ousik Yu ........................................ 38,000 38,000 93,250 38,000
</TABLE>
(1) These options have exercise prices of $6.00, $8.125 and $12.25, and such
options are exercisable until November 2002, December 2008 and April
2004, respectively.
(2) Amounts reflect gains on outstanding options based on the September 30,
1999 stock price less the exercise price of the options.
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
COMPENSATION PHILOSOPHY
The philosophy of the Company's Compensation and Stock Option
Committee (the "Committee") for fiscal 1999 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 (beverage
alcohol 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 beverage alcohol 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 beverage alcohol industry.
BONUS ARRANGEMENT
10
<PAGE>
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 in effect as of the
beginning of fiscal 1999, Mr. Pincourt was entitled to a base salary of
$325,000 subject to increases at the discretion of the Board of Directors.
Since 1992, the 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 base salary
for fiscal 1999 was set at $379,294. In addition, under his employment
agreement in effect as of the beginning of fiscal 1999, Mr. Pincourt was
eligible to participate in the Company's discretionary bonus arrangement.
Based upon the factors described above, Mr. Pincourt's 1999 bonus was
$130,000. The amount of 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 Committee of the leadership
Mr. Pincourt has demonstrated during the past 12 months.
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
and on September 9, 1997 (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
11
<PAGE>
Stock Option Committee if he has been granted options or stock appreciation
rights pursuant to the Option Plan during the previous year.
DEFERRED COMPENSATION PLAN
In 1998, the Compensation Committee approved another component of the
Company's executive compensation program, the Executive Nonqualified Deferred
Compensation Plan (the "Deferred Plan"). Under the Deferred Plan, the Company
has purchased life insurance policies on the lives of each of the executive
officers named in the Summary Compensation Table to provide benefits in the
event of the executive's death, disability or retirement. In the event of
cessation of employment with the Company for any reason other than death,
disability or retirement, the executive will not be entitled to benefits
under the Deferred Plan. In addition, the executive will forfeit all rights
to benefits under the Deferred Plan if the executive engages in competition
with the Company during the ten years following the executive's cessation of
employment with the Company. The purpose of the Deferred Plan is to encourage
the executives to remain in the service of the Company, because benefits of
the Deferred Plan increase over time.
PENSION PLAN
The Company has also adopted a defined contribution pension plan (the
"Pension Plan") which went into effect on January 1, 1983, and which is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended. 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
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
Common Stock for each month in the five-year period ended September 30, 1999,
to the Center for Research in Security Prices of the University of Chicago
Granduate School of Business ("CRSP") index for the AMEX Stock Market (United
States Companies) and two peer group indices. Previously, the Company
presented a peer group index consisting of 28 beverage companies (the "Old
Peer Group"). The Company has determined that an index of 15 beverage
companies (the "New Peer Group") would more accurately reflect companies with
business operations similar to the Company's. The two peer group indices'
returns have been weighted based on market capitalization (see footnote 1 to
the performance graph). The performance graph assumes a $100 investment on
September 30, 1994, in the Company's Common Stock and in each of the indices,
and a reinvestment of all dividends.
12
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF
TODHUNTER INTERNATIONAL, INC.,
THE AMEX STOCK MARKET INDEX,
OLD PEER GROUP INDEX AND
NEW PEER GROUP INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TODHUNTER AMEX STOCK OLD NEW
INTERNATIONAL, MARKET PEER PEER
INC. (US COMPANIES) GROUP GROUP
<S> <C> <C> <C> <C>
9/30/1994 100 100 100 100
10/31/1994 96.825 99.258 96.906 105.46
11/30/1994 96.825 94.944 94.375 102.708
12/30/1994 98.413 96.422 97.205 103.667
1/31/1995 92.064 99.015 94.866 103.257
2/28/1995 78.571 102.229 95.149 106.841
3/31/1995 87.302 103.658 99.538 110.163
4/28/1995 75.397 106.167 100.914 113.598
5/31/1995 62.698 109.163 103.026 114.995
6/30/1995 58.73 111.747 103.129 115.997
7/31/1995 60.317 117.574 104.902 115.977
8/31/1995 55.556 120.613 109.37 123.619
9/29/1995 46.032 123.064 112.753 129.458
10/31/1995 44.444 118.341 109.803 120.256
11/30/1995 47.619 121.827 103.372 119.701
12/29/1995 49.206 124.076 100.464 116.598
1/31/1996 49.206 124.188 107.012 118.832
2/29/1996 51.984 126.229 99.943 121.953
3/29/1996 50.794 127.395 99.681 123.515
4/30/1996 56.349 131.816 95.489 121.142
5/31/1996 61.905 136.191 96.172 124.894
6/28/1996 55.556 128.611 94.239 127.264
7/31/1996 60.317 118.599 87.161 118.137
8/30/1996 58.333 122.073 90.769 120.403
9/30/1996 59.524 125.414 92.461 126.309
10/31/1996 53.968 122.916 87.946 128.319
11/29/1996 54.762 127.984 94.006 137.445
12/31/1996 54.762 126.052 94.378 138.146
1/31/1997 53.968 128.987 92.393 134.961
2/28/1997 45.238 131.351 99.142 138.981
3/31/1997 44.841 124.919 94.069 144.936
4/30/1997 46.032 121.236 91.615 147.377
5/30/1997 46.032 133.422 101.525 158.801
6/30/1997 46.032 138.043 111.011 155.225
7/31/1997 55.556 143.903 121.203 158.063
8/29/1997 57.143 145.545 127.946 156.027
9/30/1997 63.095 157.29 137.537 162.441
10/31/1997 64.286 151.809 134.43 162.297
11/28/1997 64.881 151.672 134.71 167.204
12/31/1997 65.873 157.646 138.959 180.785
1/30/1998 62.698 154.885 131.087 168.026
2/27/1998 59.524 164.437 134.709 177.433
3/31/1998 53.571 174.149 145.339 185.174
4/30/1998 55.754 176.271 141.056 184.197
5/29/1998 55.159 168.716 136.32 180.255
6/30/1998 58.333 173.156 134.564 189.461
7/31/1998 60.317 170.676 132.907 178.97
8/31/1998 52.381 136.925 123.629 159.065
9/30/1998 44.048 147.292 131.464 165.123
10/30/1998 44.841 154.277 148.458 185.795
11/30/1998 48.81 159.818 143.864 187.644
12/31/1998 51.587 169.211 160.461 198.183
1/29/1999 50 176.688 169.316 194.18
2/26/1999 48.81 172.859 156.433 178.446
3/31/1999 46.825 172.796 144.34 163.332
4/30/1999 49.206 187.994 146.579 191.145
5/28/1999 52.381 190.861 138.876 180.991
6/30/1999 53.175 195.182 145.766 183.065
7/30/1999 63.492 191.913 150.453 177.556
8/31/1999 59.921 186.389 155.336 172.736
9/30/1999 57.937 189.227 151.978 178.184
LEGEND
Symbol CRSP Total Returns Index for:
Notes:
A. The lines represent monthly index levels derived
from compounded daily returns that include all dividends.
B. The Old Peer Group and New
Peer Group indices 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 09/30/94.
</TABLE>
(1) The Old Peer Group Index is comprised of the following companies:
Canandaigua Brands, Inc. (Class A and Class B Shares), The Chalone Wine
Group, Ltd., Coca-Cola Bottling Co. Consolidated, Adolph Coors Company,
Beringer Wine Estates Holdings, Inc., Frederick Brewing Co., Genesee
Corporation, Golden State Vintners, Inc., Hart Brewing, Inc., Independence
Brewing Company, The Lion Brewery, Inc., Midwest Grain Products, Inc.,
Minnesota Brewing Company, National Beverage Corp., New Day Beverage, Inc.,
Nor'Wester Brewing Company, Inc., Penwest, Ltd., Pete's Brewing Company,
Pyramid Breweries, Inc., R.H. Phillips, Inc., Redhook Ale Brewery,
Incorporated, The Robert Mondavi Corporation, Stearns and Lehman, Inc.,
Tellus Industries, Inc., Todhunter International, Inc., Vermont Pure
Holdings, Ltd. and Willamette Valley Vineyards, Inc.
The New Peer Group Index is comprised of the following companies: Beringer
Wine Estates Holdings, Inc., The Boston Beer Company, Inc., Brown-Forman
Corporation (Class B Shares), Canandaigua Brands, Inc. (Class B Shares), The
Chalone Wine Group, Ltd., Coca-Cola Bottling Co. Consolidated, Genesee
Corporation (Class B Shares), Golden State Vintners, Inc., Midwest Grain
Products, Inc., National Beverage Corp., R.H. Phillips, Inc., Ravenswood
Winery, Inc., The Robert Mondavi Corporation, Triarc Companies, Inc. and
Willamette Valley Vineyards, Inc.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 6, 1998, Mr. McDonnell was appointed to the Board as a Class
III director. Prior to that date, during fiscal 1997, the Company and Mr.
McDonnell formed a wholesale liquor distributor in St. Thomas, United States
Virgin Islands, with each of the Company and Mr. McDonnell taking a 45%
interest in the new company, Premier Wines & Spirits, Ltd. ("Premier"). The
Company had sales to Premier during fiscal 1999 of approximately $1,808,000,
of which $518,000 is included in trade receivables as of September 30, 1999.
Also, the Company and Mr. McDonnell each advanced $575,000 to Premier in
fiscal 1999; the amount of the Company's advance is included in notes
receivable as of September 30, 1999.
During fiscal 1998, the Company and Mr. McDonnell each acquired a 25%
interest in Antillean Liquors N.V. ("Antillean") a wholesale liquor
distributor in St. Maarten, Netherlands Antilles. The Company and Mr.
McDonnell each advanced $100,000 to Antillean in fiscal 1998; the amount of
the Company's advance is included in notes receivable as of September 30,
1999.
On May 6, 1998, the Company granted non-qualified stock options to
purchase 60,000 shares of the Company's Common Stock to Mr. McDonnell. The
Stock Options have an exercise price of $9.0625 per share and vest in
one-third equal installments. The first installment vested on the date of the
1999 Annual Meeting of Stockholders, and subsequent installments vest on the
date of the 2000 and 2001 Annual Meetings of Stockholders, respectively,
provided that Mr. McDonnell remains a director on and as of each such date.
On August 10, 1999, the Company issued 650,220 shares of the
Company's Common Stock to Angostura Limited in a privately negotiated, cash
transaction at $10.00 per share. On August 9, 1999, the closing price of the
Company's Common Stock on the American Stock Exchange was $10.00 per share.
On July 21, 1999, A. Kenneth Pincourt, Jr., CEO and Chairman of the Board
sold 1,000,000 of his shares of the Company's Common Stock to Angostura in a
privately negotiated transaction. Mr. Pincourt agreed with Angostura to
nominate and use his best efforts to cause to be elected two individuals
designated by Angostura for election to the Company's Board of Directors.
Messrs. K. Ian McLachlan and Godfrey D. Bain were designated by Angostura and
subsequently elected to the Company's Board.
STOCKHOLDER PROPOSALS
Stockholders who intend to submit proposals to the Company's
stockholders at the 2001 Annual Meeting of Stockholders must submit such
proposals to the Company no later than September 30, 2000, 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. Proposals must
comply with proxy rules relating to Stockholder proposals in order to be
included in the Company's proxy materials. Stockholders who wish to submit a
proposal for consideration at the Company's 2001 Annual Meeting of
Stockholders, but who do not wish to submit the proposal for inclusion in
the Company's Proxy Statement pursuant to Rule 14a-8 as promulgated under the
Exchange Act, must submit their proposal to the Company no later than
December 11, 2000. Stockholder proposals should be submitted to Troy Edwards,
Secretary, Todhunter International, Inc., 222 Lakeview Avenue, Suite 1500,
West Palm Beach, Florida 33401.
OTHER MATTERS
14
<PAGE>
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 designated as proxy holders in the accompanying proxy
card 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 1999, to serve as the Company's
independent accountants for fiscal 2000. Representatives of McGladrey &
Pullen, LLP may be present at the 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 fiscal 1999 is included in the Company's 1999 Annual Report to
Stockholders which contains a copy of the Company's 1999 Form 10-K. A copy of
the Company's 1999 Annual Report to Stockholders is enclosed herewith.
REPORT TO STOCKHOLDERS
THE COMPANY WILL ALSO FURNISH A COPY OF THE COMPANY'S 1999 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
/s/ Troy Edwards
TROY EDWARDS
SECRETARY
January 25, 2000
15
<PAGE>
PROXY
TODHUNTER INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 9, 2000
The undersigned, a stockholder of Todhunter International, Inc., a
Delaware corporation (the "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 the Annual Meeting of Stockholders of the Company to be held
at the offices of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., at 777
South Flagler Drive, Suite 500 East, West Palm Beach, Florida 33401 on
Thursday, March 9, 2000 at 11:00 a.m. Eastern Standard Time and at any
adjournments 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
matters:
This proxy, when properly executed, will be voted as directed herein by
the undersigned. However, 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 A. Kenneth
Pincourt, Jr., Leonard G. Rogers
and K. Ian McLachlan as Class II Directors to hold office for a term (2) IN THEIR DISCRETION, on any other matters
of three (3) years and until their successors have been elected and that may properly come before the meeting or any
qualified. adjournments thereof.
VOTE FOR VOTE WITHHELD To withhold authority to vote for DATE: 2000
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.
