SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Northland Cranberries, 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 the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[PRINTER TO INSERT LOGO]
NORTHLAND CRANBERRIES, INC.
800 First Avenue South, P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
____________________
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 8, 1997
____________________
TO THE SHAREHOLDERS OF NORTHLAND CRANBERRIES, INC.:
NOTICE IS HEREBY GIVEN that the 1997 annual meeting of shareholders
of NORTHLAND CRANBERRIES, INC., a Wisconsin corporation ("Company"), is
scheduled to be held on Wednesday, January 8, 1997 at 3:00 p.m. at
Cranberries Ballroom, 2321 West Grand Avenue, Wisconsin Rapids, Wisconsin
for the following purposes, as more fully described in the accompanying
Proxy Statement:
1. To elect seven directors, each for a one-year term.
2. To approve the proposed amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
Class A Common Stock, $.01 par value, from 20,000,000 to
60,000,000, and to increase the number of authorized shares of
Class B Common Stock, $.01 par value, from 2,000,000 to
4,000,000.
3. To consider and act upon such other business as may properly
come before the annual meeting or any adjournment thereof.
Only holders of record of the Class A and Class B Common Stock as of
the close of business on November 25, 1996 will be entitled to notice of,
and to vote at, the annual meeting and at any adjournment thereof.
Shareholders may vote in person or by proxy. The holders of Class A
Common Stock will be entitled to one vote per share and the holders of
Class B Common Stock will be entitled to three votes per share on each
matter submitted for shareholder consideration at the annual meeting.
Even if you plan to attend the annual meeting, please complete, date
and sign the enclosed proxy and mail it promptly in the envelope provided.
If you attend the annual meeting, you may revoke your proxy and vote your
shares in person. Your attention is directed to the attached Proxy
Statement and the accompanying proxy.
NORTHLAND CRANBERRIES, INC.
[PRINTER TO INSERT SIGNATURE]
David J. Lukas
Vice President Administration
Corporate Counsel and Secretary
Wisconsin Rapids, Wisconsin
November 27, 1996
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR
NAME APPEARS THEREON AND RETURN IMMEDIATELY IN THE ENVELOPE PROVIDED.
NORTHLAND CRANBERRIES, INC.
[PRINTER TO INSERT LOGO]
____________________
PROXY STATEMENT
For
1997 Annual Meeting of Shareholders
To Be Held January 8, 1997
____________________
GENERAL INFORMATION
All of the share amounts and prices (e.g., option exercise prices)
set forth in this Proxy Statement have been adjusted to reflect the
Company's two-for-one stock split effected on September 3, 1996 in the
form of a 100% stock dividend on both its Class A Common Stock and Class B
Common Stock.
This Proxy Statement and accompanying proxy are being furnished to
the shareholders of Northland Cranberries, Inc., a Wisconsin corporation
("Company"), beginning on or about November 27, 1996, in connection with
the solicitation by the Board of Directors of the Company ("Board") of
proxies for use at the Company's 1997 annual meeting of shareholders
scheduled to be held on Wednesday, January 8, 1997 at 3:00 p.m. at
Cranberries Ballroom, 2321 West Grand Avenue, Wisconsin Rapids, Wisconsin,
and at any adjournment thereof ("Meeting"), for the purposes set forth in
the preceding Notice of Annual Meeting of Shareholders and in this Proxy
Statement.
Only record holders of outstanding shares of Class A Common Stock
("Class A Shares") and outstanding shares of Class B Common Stock ("Class
B Shares" and, together with the Class A Shares, "Common Shares") as of
the close of business on November 25, 1996 ("Record Date") are entitled to
notice of, and to vote at, the Meeting. As of the Record Date, the
Company's outstanding voting securities consisted of 13,055,300 Class A
Shares and 636,202 Class B Shares. Each record holder of any outstanding
Class A Shares as of the Record Date is entitled to one vote per share for
each proposal submitted for consideration at the Meeting. Each record
holder of any outstanding Class B Shares as of the Record Date is entitled
to three votes per share for each such proposal. As of the Record Date,
the total number of votes represented by the outstanding shares of both
classes of the Company's Common Shares was 14,963,906, consisting of
13,055,300 votes represented by outstanding Class A Shares and 1,908,606
votes represented by outstanding Class B Shares.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with
the instructions contained therein. If no specification is indicated on
the proxy, the Common Shares represented thereby will be voted FOR the
Board's seven director nominees set forth below, FOR approval of the
proposed amendment to the Company's Articles of Incorporation to increase
the number of authorized Class A Shares from 20,000,000 to 60,000,000 and
to increase the number of authorized Class B Shares from 2,000,000 to
4,000,000 (the "Authorized Shares Amendment"), and in accordance with the
best judgment of the proxies named in the proxy on such other business or
matters which may properly come before the Meeting. Execution of a proxy
given in response to this solicitation will not affect a shareholder's
right to attend the Meeting and to vote in person. Presence at the
Meeting of a shareholder who has signed a proxy does not in itself revoke
a proxy. Each proxy granted may be revoked by the person giving it at any
time before the exercise thereof by giving written notice to such effect
to the Secretary of the Company, by execution and delivery of a subsequent
proxy or by attendance and voting in person at the Meeting, except as to
any matter upon which, prior to such revocation, a vote shall have been
cast pursuant to the authority conferred by such proxy.
ELECTION OF DIRECTORS
Director Nominees
At the Meeting, the shareholders will elect seven directors,
constituting the entire Board, to hold office until the Company's next
annual meeting of shareholders and until their successors are duly
qualified and elected. It is intended that the persons named as proxies
in the accompanying proxy will vote FOR the election of all of the Board's
nominees. All nominees are currently serving as shareholder-elected Board
members. If any nominee should become unable to serve as a director prior
to the Meeting, the Common Shares represented by proxies otherwise voted
in favor of the Board's nominees or which do not contain any instructions
will be voted FOR the election of such other person as the Board may
recommend in place of such nominee. Under Wisconsin law, directors are
elected by a plurality of the votes cast by the Common Shares entitled to
vote in the election, assuming a quorum is present. For this purpose,
"plurality" means that the individuals receiving the largest number of
votes are elected as directors, up to the maximum number of directors to
be elected at the Meeting. Therefore, any Common Shares which are not
voted on this matter at the Meeting, whether by abstention, broker nonvote
or otherwise, will have no effect on the election of directors at the
Meeting.
The Board's nominees are set forth below along with certain related
information as of the Record Date. Unless otherwise indicated, positions
listed are, or were, held with the Company.
Name and Age Director Current Principal Employment
of Nominee Since
John Swendrowski 1987 President and Chief Executive Officer
48
LeRoy J. Miles 1987 Retired Executive Vice President
61 and Retired Corporate Secretary
Robert E. Hawk 1989 Executive Vice President and
41 President of Wildhawk, Inc. (Company
subsidiary which serves as an agri-
supplier to cranberry growers)
Patrick F. Brennan 1989 President and Chief Executive Officer
65 of Consolidated Papers, Inc.
(manufacturer of coated printing
papers)
Jeffrey J. Jones 1987 Partner in the law firm of Foley &
43 Lardner
John C. Seramur 1987 President and Chief Executive Officer
54 of First Financial Corporation
(savings bank holding company) and
its principal subsidiary First
Financial Bank
Jerold D. Kaminski 1994 Vice President, Director of Marketing
40 for the Gold Medal Division of
General Mills Corporation
(manufacturer and marketer of dry
packaged goods).
Business Experience
Mr. Swendrowski originally founded the Company and assumed his
current positions in May 1987. Prior to forming the Company, Mr.
Swendrowski was the organizer and syndicator of investment interests, and
a general partner, in each of the five limited partnerships ("Limited
Partnerships") which were combined into the Company as part of its initial
public stock offering in August 1987.
Mr. Miles retired as Corporate Secretary on August 18, 1995 and as
Executive Vice President of the Company on December 31, 1994, although he
still remains an employee of the Company. Mr. Miles had held such
executive positions with the Company since May 1987.
Mr. Hawk was appointed Executive Vice President in October 1996.
Prior to that, Mr. Hawk served as the Company's Vice President - Sales,
Marketing and Special Projects since January 1993, and prior thereto he
served as Vice President - Operations since January 1989.
Mr. Brennan was elected President and Chief Executive Officer of
Consolidated Papers, Inc., Wisconsin Rapids, Wisconsin in October 1993.
Prior thereto, he served as President and Chief Operating Officer for five
years, Executive Vice President for over one year and Corporate Vice
President for three years. He has served as a director of Consolidated
Papers, Inc. since February 1987. Mr. Brennan is also a director of Betz
Laboratories, Inc., Trevose, Pennsylvania, a manufacturer of specialty
chemicals.
Mr. Jones has been a partner in the law firm of Foley & Lardner,
Milwaukee, Wisconsin, since January 1987, and has been associated with
such firm since 1978. Foley & Lardner has been the Company's general
outside legal counsel since the Company's formation and served as general
legal counsel to the Limited Partnerships.
Mr. Seramur has been President and Chief Executive Officer of First
Financial Bank, Stevens Point, Wisconsin, since 1977 and a director
thereof since 1966. He has also been the President and a director of First
Financial Corporation since its formation in 1983.
Mr. Kaminski has been the Director of Marketing for the Food Service
Division of General Mills Corporation since September 1993. Prior
thereto, Mr. Kaminski served as Marketing Director of the Gold Medal
Division of General Mills Corporation from September 1991 to September
1993 and as Marketing Manager of the Gold Medal Division of General Mills
Corporation from February 1989 to September 1991.
Board Meetings and Committees
The Board met four times during fiscal 1996. It also met three times
during the Company's five-month transitional period from April 1, 1995 to
August 31, 1995 ("Transitional Period") associated with the Company's
change in fiscal year end from March 31 to August 31. The Board currently
has standing Executive, Audit, and Compensation and Stock Option
Committees.
The Executive Committee did not meet in fiscal 1996 or in the
Transitional Period. The Executive Committee's principal function is to
act on behalf of the Board between meetings, except with respect to
matters which may not be delegated to a committee under Wisconsin
corporate law. Present members of the Executive Committee are Messrs.
Swendrowski (Chairman), Miles and Hawk.
The Audit Committee met once in fiscal 1996. It also met twice
during the Transitional Period. The Audit Committee's principal functions
are to recommend annually a firm of independent public accountants to
serve as the Company's independent auditors for the forthcoming fiscal
year, to meet with and review reports of the Company's independent
accountants and auditors, to oversee the Company's quarterly and annual
financial reporting process and to conduct a post-audit review of various
items relating to the Company's annual financial reporting and audit
process. The Audit Committee presently consists of Messrs. Kaminski
(Chairman), Seramur, Brennan and Jones.
The Compensation Committee met twice in fiscal 1996. It also met
twice during the Transitional Period. It has authority to administer the
Company's 1987, 1989 and 1995 Stock Option Plans, including the grant of
options thereunder to key employees of the Company, and to approve the
compensation, bonuses and benefits of officers and key employees of the
Company. The Compensation and Stock Option Committee presently consists
of Messrs. Seramur (Chairman), Kaminski and Brennan. In order to comply
with Section 162(m) of the Internal Revenue Code, Mr. Jones determined not
to continue to serve on the Compensation Committee subsequent to fiscal
1996. See "Executive Compensation-Report on Executive Compensation."
The Board does not have a nominating committee. Shareholders who wish
to propose director nominees for consideration at the Meeting may do so
under the Company's By-laws only by giving written notice of an intent to
make such a nomination to the Secretary of the Company not less than 30
days in advance of the Meeting. Such notice must specify, among other
things, the nominee's name, biographical data and qualifications.
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
Share Ownership
The following table sets forth certain information as of the Record
Date regarding the beneficial ownership of each class of Common Shares
held by (i) each current director and executive officer of the Company who
is named in the Summary Compensation Table set forth below under
"Executive Compensation-Summary Compensation Information;" (ii) all
current directors and executive officers of the Company as a group; and
(iii) each person or entity known to the Company to be the beneficial
owner of more than 5% of either class of Common Shares. All of the
persons or entities listed below are believed by the Company to have sole
voting and investment power over the Common Shares identified as
beneficially owned, except as indicated otherwise in the footnotes to the
table.
Class A Class B
Shares Shares
Beneficially Beneficially
Name of Individual or Owned and Owned and Percentage
Entity or Number in Percentage of Percentage of Aggregate
Group Class(1) of Class(1) Voting Power
Directors and Executive
Officers
John Swendrowski(2)(3) 364,362(4) 636,202(5) 14.9%
(2.7%) (100.0%)
LeRoy J. Miles(3) 72,346(6) 322,462(7) *(8)
* (50.7%)
Robert E. Hawk 459,710(9) __ 3.0%
(3.5%)
John A. Pazurek 98,034(10) __ *
*
John C. Seramur 72,080(11) __ *
*
Jeffrey J. Jones 22,752(12) __ *
*
Patrick F. Brennan 7,910(13) __ *
*
Jerold D. Kaminski 516(14) __ *
*
David J. Lukas 44,574(15) __ *
*
John S. Wilson 24,200(16) __ *
*
All directors and 1,276,484 636,202 20.3%
executive officers as a (9.3%) (100.0%)
group (13 persons)(17)
Other Five Percent Holders
State of Wisconsin 1,078,000 __ 7.2%
Investment Board (8.3%)
("SWIB")(18)
Wellington Management 910,400 __ 6.1%
Co. ("Wellington") (7.0%)
(19)
David L. Babson & Co. 1,029,000 __ 6.9%
("Babson")(20) (7.9%)
________________________________
* Denotes less than 1%.
(1) The outstanding Class B Shares are convertible on a share-for-share
basis into Class A Shares at any time at the discretion of each
holder. As a result, a holder of Class B Shares is deemed to
beneficially own an equal number of Class A Shares. However, in
order to avoid overstatement of the aggregate beneficial ownership of
shares of both classes of the Company's Common Shares, the Class A
Shares reported in the table do not include Class A Shares which may
be acquired upon the conversion of Class B Shares. Similarly, the
respective percentages of outstanding Class A Shares reported in the
table have been determined with respect to the total number of Class
A Shares outstanding on the Record Date, excluding Class A Shares
which may be issued upon conversion of Class B Shares.
(2) The address of Mr. Swendrowski is 800 First Avenue South, P.O. Box
8020, Wisconsin Rapids, Wisconsin 54495-8020.
(3) All of the Class B Shares beneficially owned by Mr. Miles have been
deposited into a voting trust ("Voting Trust"), pursuant to which Mr.
Swendrowski has sole voting power over all of such shares. Certain
relevant terms of the Voting Trust are more particularly described
below under "Voting Trust."
(4) The Class A Shares listed include (i) 120,362 shares owned directly
by Mr. Swendrowski or members of his immediate family and
(ii) 244,000 shares which Mr. Swendrowski has the right to acquire
upon the exercise of vested stock options.
(5) The Class B Shares listed include (i) 313,740 shares owned directly
by Mr. Swendrowski; (ii) 287,998 shares held by Cranberries Limited,
Inc. ("CLI"), a corporation owned by Messrs. Swendrowski and Miles
and controlled by Mr. Swendrowski; and (iii) 34,464 Class B Shares
otherwise beneficially owned by Mr. Miles. The Class B Shares held
by CLI and those otherwise beneficially owned by Mr. Miles are being
held in the Voting Trust.
(6) The Class A Shares listed include (i) 21,352 shares owned directly by
Mr. Miles; (ii) 48,000 shares which Mr. Miles has the right to
acquire upon the exercise of vested stock options; and (iii) 2,994
shares held for the account of Mr. Miles' wife.
(7) The Class B Shares listed include the 287,998 shares currently held
by CLI in the Voting Trust, which are deemed to be beneficially owned
by Mr. Miles as an officer and shareholder of CLI. Such shares are
also included under the number of Class B Shares deemed to be
beneficially owned by Mr. Swendrowski. See note (5) above.
(8) Since all of the Class B Shares beneficially owned by Mr. Miles are
being held in the Voting Trust, Mr. Miles has power to vote shares
representing less than 1% of the aggregate voting power of both
classes of Common Shares.
(9) The Class A Shares listed include (i) 288,200 shares owned directly
by Mr. Hawk; (ii) 22 shares owned by his wife; (iii) 19,546 shares
held in his IRA account; (iv) 9,942 held in his wife's IRA account;
and (v) 142,000 shares which Mr. Hawk has the right to acquire upon
the exercise of vested stock options.
(10) Includes 96,000 Class A Shares which Mr. Pazurek has the right to
acquire upon the exercise of vested stock options.
(11) Includes 4,120 Class A Shares which Mr. Seramur has the right to
acquire upon the exercise of vested stock options.
(12) Includes 4,146 Class A Shares which Mr. Jones has the right to
acquire upon the exercise of vested stock options.
(13) Includes 4,010 Class A Shares which Mr. Brennan has the right to
acquire upon the exercise of vested stock options.
(14) Includes 516 Class A Shares which Mr. Kaminski has the right to
acquire upon the exercise of vested stock options.
(15) Includes 26,000 Class A Shares which Mr. Lukas has the right to
acquire upon the exercise of vested stock options.
(16) Includes 24,000 Class A Shares which Mr. Wilson has the right to
acquire upon the exercise of vested stock options.
(17) In determining the aggregate beneficial ownership of Class A Shares
and Class B Shares, respectively, for all directors and executive
officers as a group, Common Shares which are deemed to be
beneficially owned by more than one person have been counted only
once to avoid overstatement. The number of Class A Shares listed
includes 690,992 Class A Shares which certain executive officers and
directors have the right to acquire upon the exercise of vested stock
options.
(18) Except to the extent information is believed to be otherwise known by
the Company, the information given is as of or about February 5, 1996
as reported by SWIB in its Amendment Number 5 to Schedule 13G filed
with the Securities and Exchange Commission ("SEC") and the Company.
The address for SWIB is P.O. Box 7842, Madison, Wisconsin 53707.
(19) Except to the extent information is believed to be otherwise known by
the Company, the information given is as of or about January 31, 1996
as reported by Wellington in its Schedule 13G filed with the SEC and
the Company. The address of Wellington is 75 State Street, Boston,
Massachusetts 02109.
(20) Except to the extent information is believed to be otherwise known by
the Company, the information given is as of or about February 12,
1996 as reported by Babson in its Schedule 13G filed with the SEC and
the Company. The address of Babson is One Memorial Drive, Cambridge,
Massachusetts 02142-1300.
Voting Trust
In order to help ensure the future continuity and stability of the
management of the Company, Messrs. Swendrowski and Miles and their wives
are parties to a voting trust agreement entered into in 1987 which
designates Mr. Swendrowski as the sole trustee of the voting trust created
thereunder ("Voting Trust"). As of the Record Date, a total of 322,462
Class B Shares are subject to the Voting Trust, constituting approximately
6.5% of the combined aggregate voting power of both classes of the
Company's Common Shares. Under the Voting Trust, Mr. Swendrowski, as
trustee, is vested with the exclusive right to vote the deposited shares
in his sole discretion on all matters on which such shares are entitled to
vote. The depositors, however, retain the power to sell, transfer or
dispose of such deposited shares subject to certain prior rights of the
trustee to purchase such deposited shares. Additionally, the depositors
are entitled to receive all cash dividends or other distributions (other
than in capital stock of the Company) declared and paid on the deposited
shares. The Voting Trust expires in June 1997.
EXECUTIVE COMPENSATION
Report on Executive Compensation
The Compensation and Stock Option Committee of the Board
("Committee") evaluates and approves the compensation of the Company's
executive officers. The Committee's executive compensation policies and
practices generally reflect the Company's efforts to attract, motivate and
retain the Company's executive officers by providing a total compensation
package based on relative corporate and personal performance. Executive
officers' compensation is currently comprised of base salary, annual bonus
payments and stock option grants. The Company also provides its
employees, including its executive officers, with the opportunity to
participate in a 401(k) plan.
The Committee establishes each executive officer's base salary,
including the salary of John Swendrowski, the President and Chief
Executive Officer of the Company, at the beginning of each fiscal year for
the forthcoming fiscal year. In determining the compensation of
executives other than the Chief Executive Officer, the Committee
principally considers the recommendations of the Chief Executive Officer.
Each executive officer's base salary is generally based on the Committee's
evaluation of the Company's and each individual's relative performance and
achievements for the fiscal year then ended. In particular, in
determining annual salary increases or decreases, the Committee reviews
and evaluates the Company's revenues, earnings, harvest results, cost and
expense levels and balance sheet strength for the prior fiscal year and
each executive officer's individual contributions to the Company's results
of operations and financial condition. The Company's performance with
respect to these criteria, in particular its earnings per share, is
compared to the Company's historical results and the Company's
expectations for the fiscal year then ended. The Committee also considers
the extent to which the Company otherwise attained its strategic and
operating plans and goals established during the fiscal year and each
officer's role in connection therewith, together with each officer's
interpersonal relationships with other Company personnel. Although the
Committee reviews a great deal of objective performance criteria, the
Committee still exercises a significant amount of subjective evaluation in
making its executive compensation decisions.
The Company maintains an Executive Incentive Bonus Plan ("Bonus
Plan") to provide incentive compensation opportunities to the Company's
executive officers. Under the Bonus Plan as applicable to fiscal 1996,
incentive cash bonuses are payable for fiscal 1996 to eligible employees
if the Company's fiscal 1996 net income per share exceeded record fiscal
1994 net income per share ($0.33) by more than 10%. Since the Company's
actual net income per share for fiscal 1996 was $0.50, almost 52% over
fiscal 1994's record earnings, virtually the entire maximum amount of
bonuses payable under the Bonus Plan will be paid to eligible employees.
Following the awarding of bonuses for fiscal 1996 under the Bonus Plan,
the Committee terminated the Bonus Plan and replaced it for fiscal 1997
with a new plan basing the payment of incentive cash bonuses on the
achievement of specified objective and subjective goals, principal among
them the achievement of certain targeted corporate earnings goals. The
new plan, which applies to all Company employees, provides bonus
opportunities of up to a specified percentage of base salary which varies
by relative position.
Regular stock option grants to executive officers under the
Company's stock option plans are generally made annually by the Committee
and are based principally on each executive officer's relative position at
the Company and, in appropriate cases, his individual initiatives and
achievements in the performance of his duties during the prior fiscal year
and their impact on the Company's performance. The Committee also takes
into account the level of regular option grants historically provided each
year to each executive officer. On April 1, 1996, the Committee made an
extraordinary grant of stock options to certain executive officers,
including Mr. Swendrowski, at an exercise price equal to 100% of the fair
market value of the Class A Shares on such date. These extraordinary
grants, exercisable by all optionees for an aggregate of 182,000 Class A
Shares, were made to compensate such executive officers for their
voluntary agreement to limit the amount of tax offset bonuses associated
with their prior receipt of certain stock options in 1987 and 1989.
Because of the significant increase in the price of the Company's Class A
Shares since the grant date of such options, and particularly since the
summer of 1995 (see "Stock Price Performance Information"), the Company
would have been required by generally accepted accounting principles to
recognize a significant accrued compensation expense and a resultant
reduction in reported earnings if these tax offset bonuses would not have
been voluntarily limited by these executive officers.
The Company's stock option plans, including its 1995 Stock
Option Plan, are intended to promote the best interests of the Company and
its shareholders by providing key employees with the opportunity to
acquire or increase their ownership interest in the Company and thereby
develop a stronger incentive to put forth maximum effort for the continued
success and growth of the Company. Options have historically been granted
to selected key employees at 100% of the Class A Shares' fair market value
on the date of grant, have a term of not to exceed 10 years and either
vest in increments of 20% on each of the first, second, third, fourth and
fifth anniversaries of the grant date or are immediately vested upon
grant. Since the economic value of stock options is inherently dependent
upon the level of future price appreciation of the underlying stock,
options granted by the Committee will only provide executive officers with
value to the extent the price of the Class A Shares increases above the
option exercise price on the grant date. Thus, the Committee believes
that stock option grants help better align the economic interests of the
Company's management with its shareholders.
In determining Mr. Swendrowski's 6% base salary increase for
fiscal 1997, and his bonus amount based on the Company's fiscal 1996
financial performance, the Committee took into account the Company's
outstanding fiscal 1996 financial performance, including record sales,
earnings and earnings per share; the Company's 145% increase in stock
price from August 31, 1995 to August 31, 1996; its 14% increase in its
quarterly cash dividends per share; and the Company's 100% stock dividend
distributed on September 3, 1996. Also considered by the Committee were
Mr. Swendrowski's contributions during fiscal 1996 and the Transitional
Period in connection with (i) continuing to expand the business focus of
the Company by successfully orchestrating the Company's introduction of
its Northland brand of blended cranberry juice products in Wisconsin and
other selected markets; (ii) completing the construction of the Company's
new concentrating plant on time; (iii) successfully raising over $30
million in the Company's August 1995 public stock offering; and (iv)
acquiring three cranberry marshes aggregating 237 planted acres. The
Committee also reviewed chief executive officer compensation information
from the companies which comprise the Company's peer group index for
purposes of comparing total shareholder return and set his salary in the
range commensurate within the range of salaries of such other chief
executive officers. See "Stock Price Performance Information."
Since the Company believes its stock option plans have been
adopted and are being administered in accordance with Internal Revenue
Code Section 162(m), the Committee does not intend currently to take any
further action to conform its compensation plans to comply with the
regulations proposed under Internal Revenue Code Section 162(m) relating
to the $1 million cap on executive compensation deductibility imposed by
the Omnibus Revenue Reconciliation Act of 1993.
By the Compensation and Stock Option Committee:
John C. Seramur, Chairman
Jerold D. Kaminski
Patrick F. Brennan
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid by the Company for its last three fiscal years to the
Company's Chief Executive Officer and the four next highest paid executive
officers of the Company whose salary and non-extraordinary bonus payments
totaled over $100,000 in fiscal 1996. The persons named in the table
below are hereinafter sometimes referred to as the "named executive
officers."
Summary Compensation Table
Regular Stock
Fiscal Annual Compensation Option Grants All Other
Name and Principal Positions Year(1) Salary(1) Bonus(1) (shares)(1)(2) Compensation(3)
John Swendrowski 1996 $315,000 $286,200 16,000 $ 3,365(4)
President and Chief 1995 $300,000 $ 0 16,000 $ 0
Executive Officer 1994 $275,000 $135,250 0 $ 0
Robert E. Hawk 1996 $114,000 $ 89,720 8,000 $ 0
Executive Vice President 1995 $108,000 $ 0 8,000 $ 0
1994 $100,000 $ 31,000 0 $75,000
John A. Pazurek 1996 $ 89,000 $ 63,720 8,000 $ 1,534
Vice President-Finance, 1995 $ 83,000 $ 0 8,000 $ 0
Treasurer and Chief 1994 $ 70,000 $ 21,700 0 $ 0
Financial Officer
David J. Lukas 1996 $ 82,000 $ 39,360 8,000 $ 1,300
Vice President- 1995 $ 78,000 $ 0 8,000 $ 0
Administration and 1994 $ 65,000 $ 20,150 0 $ 0
Secretary
John S. Wilson 1996 $ 74,000 $ 35,520 6,000 $ 1,236
Vice President-East Coast 1995 $ 70,000 $ 0 2,000 $ 0
1994 $ 35,000 $ 10,850 10,000 $ 0
__________________________
(1) During the Transitional Period, Messrs. Swendrowski, Hawk, Pazurek,
Lukas and Wilson received salary payments of $131,250, $47,500,
$37,083, $34,167 and $30,833, respectively; bonus payments of
$100,000, $22,800, $17,800, $8,200 and $7,400, respectively; and
stock options to purchase 12,000, 6,000, 6,000, 6,000 and 6,000 Class
A Shares, respectively. No other compensation was paid to the named
executive officers during this Transitional Period.
(2) On April 1, 1996, the Committee made an extraordinary grant of stock
options to certain executive officers, including Messrs. Swendrowski,
Hawk and Pazurek (Messrs. Lukas and Wilson did not receive
extraordinary grants). These extraordinary grants, which are not
reflected in the table above, were made to compensate such executive
officers for their voluntary agreement to limit the amount of tax
offset bonuses associated with their prior receipt of certain stock
options in 1987 and 1989. Because of the significant increase in the
price of the Company's Class A Shares since the grant date of these
options, and in particular since the summer of 1995, the Company
would have been required by generally accepted accounting principles
to recognize a significant accrued compensation expense and a
resultant reduction in reported earnings if these tax offset bonuses
would not have been voluntarily limited by the executive officers.
As a result, Messrs. Swendrowski, Hawk and Pazurek received
extraordinary grants of stock options exercisable for 100,000, 40,000
and 24,000 Class A Shares, respectively, at an exercise price equal
to 100% of the fair market value of the Class A Shares on the grant
date.
(3) Amounts set forth for fiscal 1996 represent the Company's matching
contributions under its 401(k) plan to each respective indicated
named executive officers. In fiscal 1994, Mr. Hawk received the
indicated payment under his noncompetition agreement with the Company
entered into in connection with the Company's January 1989
acquisition of Wildhawk, Inc. Such agreement expired in January
1994.
(4) In fiscal 1996 and the Transitional Period, the Company paid
approximately $49,539 of premiums on a split-dollar insurance policy
on the life of Mr. Swendrowski. The foregoing data is excluded from
the table above because, upon surrender of this policy to the Company
or the death of Mr. Swendrowski, these premium payments will be
reimbursed in full to the Company. Based on an assumed retirement
age of 65, the current present value of the excess cash surrender
value of such policy over the premium payments is estimated to be
approximately $142,500.
Stock Options
The Company currently maintains a 1987, 1989 and 1995 Stock Option
Plan. Under the 1989 and 1995 Plans, options to purchase Class A Shares
may continue to be granted to key employees, including executive officers,
of the Company. The Company's 1987 Stock Option Plan has no remaining
available Class A Shares reserved thereunder to accommodate any additional
option grants and the 1989 Stock Option Plan has only a very limited
number of remaining Class A Shares available to accommodate additional
option grants thereunder.
The following table sets forth information concerning the grants of
regular stock options under the Company's 1995 Stock Option Plan during
fiscal 1996 to the named executive officers, as well as certain additional
data relating to all option recipients and all shareholders of the
Company.
Regular Option Grants in 1996 Fiscal Year
Percentage of
Total Regular Potential Realizable Value
Shares Options At Assumed Annual Rates of
Underlying Granted to all Stock Price Appreciation
Regular Employees in Exercise For Option Term(2)(4)
Options 1996 Fiscal Price (per Expiration 5% 10%
Name Granted(1)(2) Year(2) share)(2)(3) Date(2)
John Swendrowski 16,000 17.5% $10.88 4/1/2006 $109,477 $277,438
Robert E. Hawk 8,000 8.7% $10.88 4/1/2006 $54,739 $138,719
John A. Pazurek 8,000 8.7% $10.88 4/1/2006 $54,739 $138,719
David J. Lukas 8,000 8.7% $10.88 4/1/2006 $54,739 $138,719
John S. Wilson 6,000 6.5% $10.88 4/1/2006 $41,054 $104,040
All Optionees 91,662 100.0% $10.88 4/1/2006 $627,181 $1,589,409
All Shareholders(5) N/A N/A N/A N/A $91,234,672 $231,207,921
_____________________
(1) The options reflected in the table are nonqualified stock options
under the Internal Revenue Code and were granted on April 1, 1996.
The options granted to the named executive officers above vested
immediately upon grant and must be exercised prior to 10 years after
the date of grant. Additionally, during the Transitional Period,
Messrs. Swendrowski, Hawk, Pazurek, Lukas and Wilson were granted
nonqualified stock options to purchase 12,000, 6,000, 6,000, 6,000
and 6,000 Class A Shares, respectively, which represented 14.1%,
7.1%, 7.1%, 7.1% and 7.1% of total Transitional Period options
granted, respectively. The exercise price per share and the
expiration date of the Transitional Period options are $7.25 and
5/17/2005, respectively. The potential realizable values of the
Transitional Period options granted to Messrs. Swendrowski, Hawk,
Pazurek, Lukas and Wilson are $54,714, $27,357, $27,357, $27,357 and
$27,357, respectively, at an assumed annual stock price appreciation
rate of 5% and $138,656, $69,328, $69,328, $69,328 and $69,328,
respectively, at an assumed annual stock price appreciation rate of
10%. See footnote (4) below.
(2) On April 1, 1996, the Committee made an extraordinary grant of stock
options to certain executive officers, including Messrs.
Swendrowski, Hawk and Pazurek. These extraordinary grants, which
are not reflected in the table above, were made to compensate such
executive officers for their voluntary agreement to limit the amount
of tax offset bonuses associated with their prior receipt of certain
stock options in 1987 and 1989. Because of the significant increase
in the price of the Company's Class A Shares since the grant date of
such options, and in particular since the summer of 1995, the
Company would have been required by generally accepted accounting
principles to recognize a significant accrued compensation expense
and a resultant reduction in reported earnings if these tax offset
bonuses would not have been voluntarily limited by these executive
officers. As a result, Messrs. Swendrowski, Hawk and Pazurek
received extraordinary stock option grants exercisable for 100,000,
40,000 and 24,000 Class A Shares, respectively, which represented
54.9%, 22.0% and 13.2% of total extraordinary options granted,
respectively. The exercise price per share and the expiration date
of the extraordinary options are $10.88 and 4/1/2006, respectively.
The potential realizable values of the extraordinary options granted
to Messrs. Swendrowski, Hawk and Pazurek are $684,237, $273,695 and
$164,217, respectively, at an assumed annual stock price
appreciation rate of 5% and are $1,733,992, $693,597 and $416,158,
respectively, at an assumed annual stock price appreciation rate of
10%. See Footnote (4) below.
(3) The exercise price of options may be paid in cash, by delivering
previously issued Class A Shares or any combination thereof.
(4) The potential realizable values set forth under the columns or
referenced in footnote (2) above represent the difference between
the stated option exercise price and the market value of the Class A
Shares based on certain assumed rates of stock price appreciation
and assuming that the options are exercised on their stated
expiration date; the potential realizable values set forth do not
take into account applicable tax and expense payments which may be
associated with such option exercises. Actual realizable value, if
any, will be dependent on the future stock price of the Class A
Shares on the actual date of exercise, which may be earlier than the
stated expiration date. The 5% and 10% assumed rates of stock price
appreciation over the ten-year exercise period of the options used
in the table above or referenced in footnote (2) above are mandated
by rules of the SEC and do not represent the Company's estimate or
projection of the future price of the Class A Shares on any date.
There can be no assurance that the stock price appreciation rates
for the Class A Shares assumed for purposes of this table or
referenced in footnote (2) above will actually be achieved.
(5) Represents corresponding gain to all shareholders on 13,333,874
aggregate Common Shares outstanding on April 1, 1996, calculated
based on the closing sale price of the Class A Shares on such date,
the date on which the options included in the table were granted,
compared to the potential realizable value of such shares at the
indicated assumed rates of stock price appreciation over a ten-year
term.
The following table sets forth certain information with respect to
the named executive officers, together with all option recipients,
concerning their unexercised stock options held as of the end of fiscal
1996. No options were exercised by the named executive officers in fiscal
1996 or during the Transitional Period.
Aggregated Option 1996 Fiscal Year-End Value Table
Number of Shares Value of Unexercised
Underlying Options In-the-Money Options
at End of Fiscal 1996(1) at End of Fiscal 1996(2)
Name Exercisable Unexercisable Exercisable Unexercisable
John Swendrowski 344,000 --- $ 3,819,520 ---
Robert E. Hawk 142,000 --- $ 1,578,660 ---
John A. Pazurek 96,000 --- $ 1,052,880 ---
David J. Lukas 48,000 4,000 $ 521,660 $50,000
John S. Wilson 24,000 --- $ 211,920 ---
All Optionees 988,692 80,462 $11,303,692 $781,516
__________________________
(1) The options reflected in the table are nonqualified stock options
under the Internal Revenue Code as of the end of the fiscal year and
do not reflect option exercises after the end of the fiscal year.
The exercise price of each option granted was equal to 100% of the
fair market value (last bid price) of the Class A Shares on the date
of grant. The options granted to Messrs. Swendrowski, Hawk and
Wilson vested immediately upon grant and must be exercised prior to
10 years after the date of grant and are currently exercisable.
Messrs. Pazurek and Lukas have received some options which vest
immediately and others which vest over time. All of Mr. Pazurek's
options are now vested. All of Mr. Lukas' options will become fully
vested in April 1997.
(2) The dollar values were calculated by determining the difference
between the fair market value of the underlying Class A Shares and
the various applicable exercise prices of the named executive
officers' outstanding options at the end of fiscal 1996. The last
reported sale price of the Company's Class A Shares on The Nasdaq
Stock Market on August 30, 1996 was $18.00 per share.
Director Compensation
Commencing in fiscal 1997, directors who are not also Company
employees will receive an annual retainer fee of $12,000, together with
$500 for each Board and committee meeting attended, and will also be
entitled to receive an annual automatic grant of nonqualified stock
options under the Company's 1995 Stock Option Plan. Committee chairmen
receive an additional $250 for attending each meeting of their committee.
Directors who are also Company employees receive no additional
compensation for their services as directors. All directors are entitled
to reimbursement for their transportation, lodging and meal expenses
incurred in attending meetings. Commencing in fiscal 1997, option grants
to non-employee directors will occur automatically on each August 31 and
will be exercisable for 1,000 Class A Shares at an exercise price equal to
100% of the fair market value of the Class A Shares on the date of such
grant. Options granted to non-employee directors vest in full one year
after the grant date with respect to all shares covered thereby; provided,
however, that, if the non-employee director ceases to be a director of the
Company by reason of death, disability, or retirement after attaining age
65, prior to the date the option becomes exercisable, the option shall
then become immediately exercisable in full. Prior to fiscal 1997, non-
employee director options were granted annually for the number of Class A
Shares equal to each non-employee director's fees earned as a director of
the Company for the fiscal year in which such options were granted divided
by the fair market value of the Class A Shares on the date before the
grant date. In fiscal 1996, Messrs. Seramur, Brennan, Jones and Kaminski
were automatically granted options under the 1995 Stock Option Plan at an
exercise price of $17.75 per share to acquire 690, 648, 648 and 676 Class
A Shares, respectively.
Change in Control Arrangements
The Company has a severance agreement with John Swendrowski which
provides that, following a "change in control" of the Company (as defined
in the severance agreement), Mr. Swendrowski will be employed for three
years in the same position, performing equivalent duties, and at the same
location as in effect immediately prior to the change of control. During
the employment period, Mr. Swendrowski is entitled to receive a salary
based upon his compensation rate in effect at the date of change of
control (subject to increase) and to be included in the Company's benefit
plans available to other key employees. If during the employment period
(i) Mr. Swendrowski's employment is terminated by the Company, other than
for "cause" (as defined in the severance agreement) or his disability or
(ii) his duties are changed substantially without his written consent and
Mr. Swendrowski terminates his employment as a result, then he will be
entitled to receive a lump sum severance payment equal to three times his
average base salary over the five years prior thereto, plus the other
benefits due under the agreement.
STOCK PERFORMANCE INFORMATION
Set forth below is a line graph comparing the annual percentage
change during the last five fiscal years (assuming for this purpose that
each such fiscal year ended on August 31 in order to allow for a more
meaningful comparison) in the Company's cumulative total shareholder
return on the Class A Shares, compared to the cumulative total return of
companies included within the Nasdaq Total Return Index and companies in a
peer group selected in good faith by the Company. The companies
comprising the peer group index include: Alico, Inc., Chalone Wine Group,
LTD., J & J Snack Foods Corp., Mauna Loa Macadamia Nut Corp., Orange-Co.,
Inc., John B. Sanfilippo & Son, Inc., Seneca Foods Corp., Stokely USA,
Inc., Sylvan Food Holdings, Inc. and Todhunter International, Inc. The
shareholder returns of each of these companies have been weighted based on
each such company's relative market capitalization as of the beginning of
each period.
COMPARISON OF FIVE-YEAR TOTAL SHAREHOLDER RETURNS
(on a dividend reinvested basis)
[performance graph]
08/31/91 08/31/92 08/31/93 08/31/94 08/31/95 08/31/96
Northland Cranberries, Inc. $100 $159 $223 $260 $203 $508
Peer Group Index $100 $ 89 $ 95 $ 88 $ 86 $ 83
Nasdaq Total Return Index $100 $109 $143 $149 $201 $226
AUTHORIZED SHARES AMENDMENT
General
The Board has unanimously approved and recommends that the
shareholders approve the Authorized Shares Amendment which would increase
the number of authorized Class A Shares from 20,000,000 to 60,000,000 and
the number of authorized Class B Shares from 2,000,000 to 4,000,000. The
provisions of Article 4 of the Company's Articles of Incorporation, as
proposed to be amended by the Authorized Shares Amendment, are set forth
in Appendix A to this Proxy Statement.
Approval of the Authorized Shares Amendment is desired by the
Board to ensure that a sufficient number of authorized Class A Shares are
readily available for issuance by the Company if appropriate corporate
opportunities or purposes should arise. As of the Record Date, out of the
20,000,000 Class A Shares presently authorized, only approximately
3,961,910 are available for subsequent issuance and are not otherwise
reserved for specific purposes. By approving an increase in the available
authorized number of Common Shares at the Meeting in advance of any
specific need, the Board believes that the Company will be able to avoid
the delay and expense of obtaining shareholder approval for a similar
amendment at a later shareholder meeting called in response to a specific
need.
On September 3, 1996, the Company effected a two-for-one stock
split in the form of a 100% stock dividend, thereby doubling the number of
Class A Shares issued and outstanding. In addition, as of the Record
Date, approximately 1,609,602 Class A Shares were reserved for issuance
pursuant to existing or potential stock options under the Company's
current stock option plans, an additional 50,000 Class A Shares are
reserved for distribution pursuant to the Company's 401(k) savings plan
which became effective January 1, 1996; and 830,986 Class A Shares remain
reserved for issuance under the Company's July 22, 1996 shelf registration
statement originally covering up to 1,000,000 Class A Shares which may be
issued by the Company from time to time in connection with completing
potential future acquisitions of other businesses or properties. Of the
2,000,000 Class B Shares presently authorized, 636,202 were issued and
outstanding as of the Record Date. Each Class B Share is convertible at
the election of the holder thereof into one Class A Share. Accordingly,
636,202 Class A Shares are currently reserved in the event of the
conversion of all issued and outstanding Class B Shares.
As of the Record Date there were no understandings, agreements,
plans or commitments legally obligating the Company to issue additional
Common Shares (although the Company frequently engages in discussions to
acquire other cranberry marshes or businesses, consideration for which
potential acquisitions often involves the potential issuance of additional
Class A Shares and the Company has explored a potential private placement
of its Class A Shares with institutional accredited investors). The
proposed increase in the number of authorized Common Shares effected by
the Authorized Shares Amendment is intended to allow the Company
flexibility to issue additional Common Shares for, among other purposes,
possible future stock splits and stock dividends, issuances from time to
time in connection with the acquisition of other cranberry marshes,
companies or product lines, possible future employee stock option or
benefit plans, capital raising transactions or other general corporate
purposes. If the Authorized Shares Amendment is not approved, the Company
could not effect another two-for-one stock split as it did in September
1996. The proposed increase in the number of Class B Shares is intended
to allow the issuance of additional Class B Shares in connection with any
stock splits and stock dividends of the Class A Shares to maintain
proportionality with a concurrent increased number of Class A Shares.
If the Authorized Shares Amendment is approved, additional Class
A Shares could be issued without further shareholder action (unless
otherwise required in connection with certain statutory mergers and share
exchanges or as may be required by policies of the stock market or
exchange on which the Company's securities are then traded) at such time
or times and for such consideration as the Board in its discretion
determines. However, the Company may not issue any additional Class B
Shares, other than pursuant to stock dividends and stock splits on the
Class A Shares as described above, without the approval of a majority of
the votes represented by both classes of the outstanding Common Shares
voting together as a single class. Because the Company's Articles of
Incorporation do not provide preemptive rights, shareholders will not have
a preferential right to subscribe for their proportionate share of any new
issue of Class A Shares unless so provided by the Board. Issuance of any
additional Class A Shares, other than as a pro rata distribution to
existing shareholders, will dilute the proportionate voting power of
existing shareholders.
Potential Anti-Takeover Effects
The Company does not view the Authorized Shares Amendment as
part of any "anti-takeover" strategy. The Authorized Shares Amendment is
not being advanced as the result of any known effort by any party to
accumulate Class A Shares or to obtain control of the Company. Issuing
additional Class A Shares could, nonetheless, impede or defeat a non-
negotiated acquisition of the Company by diluting the ownership interests
of a substantial shareholder and thereby increasing the total amount of
consideration necessary for a person to obtain control of the Company or
increasing the voting power of friendly third parties.
The aggregate voting power of the Company's Common Shares
controlled by the Company's directors and officers in the aggregate, along
with the Voting Trust, could also preclude, or make it more difficult to
effect, an acquisition of the Company which is not on terms acceptable to
the Board and management. Additionally, the foregoing could also have the
effect of enhancing the ability of the Board and management to maintain
their positions with the Company.
Certain other provisions of the Company's Articles of
Incorporation and By-Laws (as well as certain provisions of Wisconsin
corporate law) also have or may have an anti-takeover effect. These
provisions in the Company's Articles of Incorporation and By-Laws include
but are not limited to: (a) the Board's ability, without shareholder
approval, to issue shares of preferred stock upon such terms and
conditions as it may determine; (b) the three votes per Class B Share; and
(c) By-Law requirements governing the nomination of directors, the calling
of special shareholder meetings and the raising of matters for
consideration at shareholder meetings.
Vote Required
The affirmative vote of the holders of a majority of the votes
represented by the Common Shares represented and voted at the Meeting,
voting together as a single class, is required to approve the Authorized
Shares Amendment. Any Common Shares not voted at the Meeting, whether due
to abstentions, broker non-votes or otherwise, will have no impact
regarding the proposal to approve the Authorized Shares Amendment.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AUTHORIZED SHARES
AMENDMENT. COMMON SHARES REPRESENTED AT THE MEETING BY EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED "FOR" THE AUTHORIZED SHARES AMENDMENT.
CERTAIN TRANSACTIONS
Mr. Swendrowski is a general partner in Cranberry Hills Partnership,
a Wisconsin general partnership ("Cranberry Hills"). In fiscal 1996, the
Company accrued $64,079 in payment obligations to Cranberry Hills in
consideration for certain lease rights and a right of first refusal
assigned to the Company. The Company believes the terms of the foregoing
transactions are no less favorable to the Company than could have been
obtained from an unaffiliated third party.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially
own more than 10% of the Company's Common Shares, to file initial reports
of ownership and reports of changes in ownership with the SEC. Executive
officers, directors and greater than 10% beneficial owners are required by
SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file. To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company or written
representations from the Company's executive officers, directors and
greater than 10% beneficial owners, other than as set forth below, such
persons complied with all Section 16(a) filing requirements in fiscal
1996. However, in the Transitional Period, John S. Wilson, Vice
President-East Coast, inadvertently did not timely file one Form 4
covering one transaction for his purchase of 200 Class A Shares.
General
The Board has reappointed Deloitte & Touche LLP to serve as the
Company's independent auditors for fiscal 1997. Representatives of
Deloitte & Touche LLP are expected to be present at the Meeting and will
have an opportunity to make a statement if they desire to do so. They
will also be available to respond to appropriate questions.
The election of directors and approval of the Authorized Shares
Amendment are the only matters known to the Board which will be presented
for shareholder consideration at the Meeting. For other business to be
properly brought before the Meeting by a shareholder, such shareholder
must give written notice of such proposed business complying with the
Company's By-laws to the Secretary of the Company not less than 30 days in
advance of the Meeting. If any other business or matters should properly
come before the Meeting, the proxies named in the accompanying proxy will
vote on such business or matters in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company. The
Company expects to solicit proxies primarily by mail. Proxies may also be
solicited personally and by telephone by certain officers and regular
employees of the Company. It is not anticipated that anyone will be
specially engaged to solicit proxies or that special compensation will be
paid for that purpose. The Company will reimburse brokers and other
nominees for their reasonable expenses in communicating with the persons
for whom they hold Class A Shares.
UPON THE WRITTEN REQUEST OF ANY COMPANY SHAREHOLDER, ADDRESSED TO
THE SECRETARY OF THE COMPANY, 800 FIRST AVENUE SOUTH, P. O. BOX 8020,
WISCONSIN RAPIDS, WISCONSIN 54495-8020, THE COMPANY WILL PROVIDE TO SUCH
SHAREHOLDER WITHOUT CHARGE A COPY OF ITS FISCAL 1996 ANNUAL REPORT ON FORM
10-K (WITHOUT EXHIBITS) AS FILED WITH THE SEC.
Any shareholder proposal intended for consideration at the 1998
annual meeting of shareholders must be received by the Company no later
than July 30, 1997 in order to be considered for inclusion in the
Company's Proxy Statement and proxy for that meeting. A shareholder that
otherwise intends to present business at the Company's 1998 annual meeting
of shareholders must comply with the requirements set forth in the
Company's By-laws, as described above.
NORTHLAND CRANBERRIES, INC.
[PRINTER TO INSERT SIGNATURE]
David J. Lukas
Vice President Administration, Corporate
Counsel and Secretary
Wisconsin Rapids, Wisconsin
November 27, 1996
APPENDIX A
Proposed Amendment to the
Articles of Incorporation
Increasing the Number of Authorized
Class A and Class B Shares
The proposed additions to the first sentence of Article 4 of the
Company's current Articles of Incorporation that would be effected if the
Authorized Shares Amendment is approved are underlined and the proposed
deletions have been indicated by overstriking: [EDGAR only: Additions
set off between forward slashes and deletions are between brackets.]
Article 4
The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is /Sixty-Nine Million
(69,000,000)/ [Twenty-Seven Million (27,000,000)] shares, consisting of:
(i) /Sixty Million (60,000,000)/ [Twenty Million (20,000,000)] shares of a
class designated as "Class A Common Stock," with a par value of one cent
($.01) per share; (ii) /Four Million (4,000,000)/ [Two Million
(2,000,000)] shares of a class designated as "Class B Common Stock," with
a par value of one cent ($.01) per share; and (iii) Five Million
(5,000,000) shares of a class designated as "Preferred Stock," with a par
value of one cent ($.01) per share.
PROXY FOR CLASS A PROXY FOR CLASS A
COMMON STOCK COMMON STOCK
NORTHLAND CRANBERRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Swendrowski and LeRoy J. Miles, and
each or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes each or either of them to represent and
to vote, as designated below, all the shares of Class A Common Stock of
Northland Cranberries, Inc., held of record by the undersigned on November
25, 1996 at the annual meeting of shareholders scheduled to be held on
January 8, 1997 and at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of the Annual Meeting,
the Proxy Statement and the 1996 Annual Report to Shareholders and hereby
revokes any other proxy heretofore executed by the undersigned for such
meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY USING THE
ENCLOSED ENVELOPE
PLEASE DO NOT FOLD (Continued and to be signed on reverse side.)
NORTHLAND CRANBERRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
FOR WITHHOLD FOR ALL
1. Election of Directors-
(Except Nominee(s) written
Nominees: Patrick F. Brennan, Robert below)
E. Hawk, Jeffrey J. Jones, Jerold D.
Kaminski, LeRoy J. Miles, John C. [_] [_] [_]
Seramur and John Swendrowski
______________________________
2. Approval of the proposed amendment FOR AGAINST ABSTAIN
to the Articles of Incorporation to
increase the number of authorized [_] [_] [_]
shares of Class A Common Stock, $.01
par value, from 20,000,000 to
60,000,000, and to Increase the
number of authorized shares of Class
B Common Stock, $.01 par value, from
2,000,000 to 4,000,000.
3. In their discretion, upon such other
business as may property come before
the meeting and at any adjournment
thereof.
This proxy when properly executed will
be voted in the manner directed herein
by the undersigned shareholder. If no
direction is made, this proxy will be
voted FOR the seven director nominees
indicated above, FOR Item 2 and on such
other business as may properly come
before the meeting in accorandance with
the best judgment of the proxies named
herein.
Dated: ____________________, 199__
Signatures(s) ________________________
______________________________________
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give your
full title as such. If a corporation,
please sign in full corporate name by
the president or other authorized
officer. If a partnership, please sign
in partnership name by authorized
person.
PROXY FOR CLASS B PROXY FOR CLASS B
COMMON STOCK COMMON STOCK
NORTHLAND CRANBERRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Swendrowski and LeRoy J. Miles, and
each or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes each or either of them to represent and
to vote, as designated below, all the shares of Class B Common Stock of
Northland Cranberries, Inc., held of record by the undersigned on November
25, 1996 at the annual meeting of shareholders scheduled to be held on
January 8, 1997 and at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of the Annual Meeting,
the Proxy Statement and the 1996 Annual Report to Shareholders and hereby
revokes any other proxy heretofore executed by the undersigned for such
meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY USING THE
ENCLOSED ENVELOPE
PLEASE DO NOT FOLD (Continued and to be signed on reverse side.)
NORTHLAND CRANBERRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
FOR WITHHOLD FOR ALL
1. Election of Directors-
(Except Nominee(s) written
Nominees: Patrick F. Brennan, Robert E. Hawk, below)
Jeffrey J. Jones, Jerold D. Kaminski, LeRoy J.
Miles, John C. Seramur and John Swendrowski [_] [_] [_]
___________________________
2. Approval of the proposed amendment to the FOR AGAINST ABSTAIN
Articles of Incorporation to increase the
number of authorized shares of Class A Common [_] [_] [_]
Stock, $.01 par value, from 20,000,000 to
60,000,000, and to Increase the number of
authorized shares of Class B Common Stock,
$.01 par value, from 2,000,000 to 4,000,000.
3. In their discretion, upon such other business
as may property come before the meeting and at
any adjournment thereof.
This proxy when properly executed will be voted in
the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy
will be voted FOR the seven director nominees
indicated above, FOR Item 2 and on such other
business as may properly come before the meeting
in accorandance with the best judgment of the
proxies named herein.
Dated: ____________________________, 199__
Signatures(s) ____________________________________
_________________________________________________
Please sign exactly as your name appears hereon.
When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such. If a corporation, please
sign in full corporate name by the president or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.