SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. ____)
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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
240.14
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.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[PRINTER TO INSERT LOGO]
NORTHLAND CRANBERRIES, INC.
800 First Avenue South, P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
____________________
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 7, 1998
____________________
TO THE SHAREHOLDERS OF NORTHLAND CRANBERRIES, INC.:
NOTICE IS HEREBY GIVEN that the 1998 annual meeting of shareholders
of NORTHLAND CRANBERRIES, INC., a Wisconsin corporation ("Company"), is
scheduled to be held on Wednesday, January 7, 1998 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 eight directors, each for a one-year term.
2. 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 20, 1997 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 26, 1997
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
1998 Annual Meeting of Shareholders
To Be Held January 7, 1998
____________________
GENERAL INFORMATION
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 26, 1997, in connection with
the solicitation by the Board of Directors of the Company ("Board") of
proxies for use at the Company's 1998 annual meeting of shareholders
scheduled to be held on Wednesday, January 7, 1998 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 20, 1997 ("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 13,220,370 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 15,128,976, consisting of
13,220,370 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 eight director nominees set forth below 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 eight 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 except for Pat Richter, who was appointed by the Board on October
21, 1997. 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
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
of Nominee Since Current Principal Employment
John Swendrowski 49 1987 Chairman of the Board and Chief
Executive Officer
Jerold D. Kaminski 41 1994 President and Chief Operating Officer
LeRoy J. Miles 62 1987 Retired Executive Vice President and
Corporate Secretary
Robert E. Hawk 42 1989 Executive Vice President and
President of Wildhawk, Inc. (Company
subsidiary which serves as an agri-
supplier to cranberry growers)
Patrick F. Brennan 66 1989 Retired President and Chief Executive
Officer of Consolidated Papers, Inc.
(manufacturer of coated printing
papers)
Jeffrey J. Jones 44 1987 Partner in the law firm of Foley &
Lardner
John C. Seramur 55 1987 President and Chief Executive Officer
of First Financial Corporation
(savings bank holding company) and
its principal subsidiary First
Financial Bank
Pat Richter 56 1997 Director of Athletics, University of
Wisconsin-Madison
Business Experience
Mr. Swendrowski originally founded the Company in May 1987 and served
as President and Chief Executive Officer from May 1987 to June 1997. Mr.
Swendrowski continues to serve as Chairman of the Board and Chief
Executive Officer and allowed Mr. Kaminski to assume the position of
President in June 1997 upon Mr. Kaminski's joining the Company.
Mr. Kaminski joined the Company on June 2, 1997 as its President and
Chief Operating Officer. Prior thereto, he served as 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. Mr.
Kaminski has been a director of the Company since 1994. Prior to
appointment to his current positions with the Company, Mr. Kaminski served
as a member of both the Audit Committee and the Compensation Committee of
the Board.
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 retired as President and Chief Executive Officer of
Consolidated Papers, Inc., Wisconsin Rapids, Wisconsin effective as of
December 31, 1996, a position he had held since 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.
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. Richter has been the Director of Athletics at the University of
Wisconsin-Madison since February 1990. Mr. Richter is also a director of
Anchor Bancorp Wisconsin Inc., Madison, Wisconsin, a financial
institution, and Outlook Group Corp., Neenah, Wisconsin, a printing
company.
Board Meetings and Committees
The Board met six times during fiscal 1997. The Board currently has
standing Executive, Audit and Compensation and Stock Option Committees.
The Executive Committee did not meet in fiscal 1997. 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 1997. 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. Seramur,
Brennan and Jones. Mr. Kaminski resigned from the Audit Committee
effective June 2, 1997, when he was appointed to his current positions
with the Company.
The Compensation and Stock Option Committee met twice in fiscal 1997.
It has authority to administer the Company's various 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) and Brennan. Mr.
Kaminski resigned from the Compensation and Stock Option Committee
effective June 2, 1997 when he was appointed to his current positions with
the Company. 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 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 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
Owned and Owned and Percentage of
Name of Individual or Percentage of Percentage of Aggregate
Entity or Number in Group Class(1) Class(1) Voting Power
Directors and Executive
Officers
John Swendrowski(2) 384,362(3) 601,738(4) 14.3%
(2.9%) (94.6%)
Jerold D. Kaminski 30,812(5) __ *
*
LeRoy J. Miles 72,671(6) 322,462(7) 1.2%
* (50.7%)
Robert E. Hawk 470,660(8) __ 3.1%
(3.5%)
John A. Pazurek 108,034(9) __ *
*
John C. Seramur 72,770(10) __ *
*
Jeffrey J. Jones 24,400(11) __ *
*
Patrick F. Brennan 8,558(12) __ *
*
Pat Richter 1,000 __ *
*
All directors and 1,376,341 636,202 20.7%
executive officers (9.9%) (100.0%)
as a group (14
persons)(13)
Other Five Percent Holders
State of Wisconsin 984,600 -- 6.5%
Investment Board (7.4%)
("SWIB")(14)
Wellington Management Co. 798,600 -- 5.3%
LLP ("Wellington")(15) (6.0%)
________________________________
* 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) The Class A Shares listed include (i) 120,362 shares owned directly
by Mr. Swendrowski or members of his immediate family and
(ii) 264,000 shares which Mr. Swendrowski has the right to acquire
upon the exercise of vested stock options.
(4) The Class B Shares listed include (i) 313,740 shares owned directly
by Mr. Swendrowski and (ii) 287,998 shares held by Cranberries
Limited, Inc. ("CLI"), a corporation owned by Messrs. Swendrowski and
Miles and controlled by Mr. Swendrowski.
(5) Includes 16,192 Class A Shares which Mr. Kaminski has the right to
acquire upon the exercise of vested stock options. The total does
not reflect the grant to Mr. Kaminski of 12,000 contractually
restricted Class A Shares granted June 2, 1997 upon Mr. Kaminski
joining the Company. These shares will vest ratably in 3,000 share
increments on each of the next four anniversaries of Mr. Kaminski's
hiring date, as long as Mr. Kaminski remains employed by the Company
on each respective vesting date.
(6) The Class A Shares listed include (i) 21,677 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 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
(4) above.
(8) The Class A Shares listed include (i) 288,200 shares owned directly
by Mr. Hawk; (ii) 472 shares owned by his wife; (iii) 19,946 shares
held in his IRA account; (iv) 10,042 held in his wife's IRA account;
and (v) 152,000 shares which Mr. Hawk has the right to acquire upon
the exercise of vested stock options.
(9) Includes 86,000 Class A Shares which Mr. Pazurek has the right to
acquire upon the exercise of vested stock options.
(10) Includes 690 Class A Shares which Mr. Seramur has the right to
acquire upon the exercise of vested stock options.
(11) Includes 3,794 Class A Shares which Mr. Jones has the right to
acquire upon the exercise of vested stock options.
(12) Includes 3,658 Class A Shares which Mr. Brennan has the right to
acquire upon the exercise of vested stock options.
(13) 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 742,834 Class A Shares which certain executive officers and
directors have the right to acquire upon the exercise of vested stock
options.
(14) The information given is based on a Schedule 13-F filed by SWIB with
the Securities and Exchange Commission ("SEC") as of or about
September 30, 1997, and was confirmed by SWIB to the Company. The
address of SWIB is P.O. Box 7842, Madison, Wisconsin 53707.
(15) The information given is based on a Schedule 13-F filed by Wellington
with the SEC as of or about September 30, 1997, and was confirmed by
Wellington to the Company. Wellington has shared investment power
with respect to all of the shares listed and shared voting power with
respect to 393,600 of the shares listed. The address of Wellington
is 75 State Street, Boston, Massachusetts 02109.
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 and which is
competitive in the fruit juice/beverage industry. Executive officers'
compensation is currently comprised of base salary, potential annual bonus
payments and potential annual stock option grants. The Company also
provides its employees, including its executive officers, with the
opportunity to participate in a 401(k) plan.
With the exception of the base salary of Mr. Jerold D. Kaminski,
the Company's President and Chief Operating Officer (whose base salary is
determined pursuant to the provisions of his employment agreement with the
Company, as described below), the Committee establishes each executive
officer's base salary, including the salary of John Swendrowski, the
Chairman of the Board and Chief Executive Officer, at the beginning of
each fiscal year for the forthcoming fiscal year. In determining the
compensation of executives other than the Chief Executive Officer and the
Chief Operating 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, cost and expense levels and balance sheet strength for
and as of the end of the prior fiscal year and each executive officer's
individual contributions to the Company's results of operations and
financial condition for the past year. The Company's performance with
respect to these criteria, and 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. In particular,
for fiscal 1998, the Committee considered the Company's success in its
national juice rollout campaign and its continuing successful transition
into a vertically-integrated consumer cranberry products company. In
addition, in September 1997, the Committee analyzed the compensation of
similarly-situated executives at other similarly-situated beverage and
consumer products companies, including those companies which comprise the
Company's peer group index for purposes of comparing total shareholder
return (see "Stock Performance Information"), to assist in the
determination of executive's salary levels for the Company's 1998 fiscal
year. As a result of this review, the Committee increased executive
officers' base salary by an average of 5.2% for the upcoming fiscal year,
excluding the Chief Executive Officer and Chief Operating Officer.
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.
In fiscal 1997, the Company established the 1997 Incentive Bonus
Plan (the "Bonus Plan") to provide incentive compensation opportunities to
the Company's employees, including its executive officers. The Bonus Plan
bases 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 and various
departmental and individual goals. The Bonus Plan, which applies to all
Company employees, provides bonus opportunities of up to a specified
percentage of base salary which varies by relative employment position.
In fiscal 1997, the Company's earnings were below the targeted earnings
goals set at the end of fiscal 1996. As a result, no performance bonuses
were paid under the Bonus Plan for fiscal 1997 to any of the Company's
executive officers appearing in the Summary Compensation Table below.
In determining Mr. Swendrowski's 4.9% base salary increase for
fiscal 1998, the Committee took into account Mr. Swendrowski's
contributions during fiscal 1997 in connection with (i) changing the
Company's focus from growing and harvesting cranberries to establishing a
market position as a vertically-integrated fruit juice beverage company by
successfully orchestrating the Company's introduction of its Northland
brand of 100% juice cranberry juice products into supermarkets nationwide,
including into about 18,000 supermarkets as of the end of the fiscal year
and achieving a 6% market share in the shelf-stable cranberry juice
segment; (ii) achieving 26% sales growth over fiscal 1996; and (iii)
acquiring two cranberry marshes aggregating 181 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 other similarly-
situated beverage and consumer products companies, and set his salary in
the range commensurate within the range of salaries of such other chief
executive officers. See "Stock Performance Information." As indicated
above, because the Company's fiscal 1997 earnings were below targeted
goals set at the end of fiscal 1996, Mr. Swendrowski did not receive a
performance bonus in fiscal 1997.
On June 2, 1997, the Company entered into an employment and
severance agreement with Jerold D. Kaminski pursuant to which Mr. Kaminski
agreed to join the Company and serve as its President and Chief Operating
Officer for successive one-year renewable terms. The agreement
established Mr. Kaminski's base salary at $220,000 annually and provided
additional benefits, including eligibility to participate at the highest
available level in the Bonus Plan. Commencing in October 1998, Mr.
Kaminski's salary will be subject to upward adjustment by the Committee
based on the recommendations of the Chief Executive Officer. Mr. Kaminski
received a $50,000 cash bonus upon execution of his employment agreement,
as well as 12,000 restricted Class A Shares which vest ratably in 3,000
share increments on the first, second, third and fourth anniversaries of
the date of the agreement, as long as Mr. Kaminski remains employed by the
Company on each respective date with respect to the shares then vesting.
Mr. Kaminski also received options to purchase 10,000 Class A Shares under
the Amended 1995 Stock Option Plan (the "1995 Plan") at an exercise price
equal to the fair market value of the Class A Shares on the date of grant.
See "Employment and Severance Agreements."
Regular annual stock option grants to executive officers under
the Company's stock option plans are generally made annually after the end
of each fiscal year 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.
Because of the Company's recent change in fiscal year, the Committee now
typically grants options in November. Prior to the change in fiscal year,
options were typically granted in May. Other than options granted to Mr.
Jerold D. Kaminski and another executive officer upon their initial
employment with the Company, no executive officers received option grants
in fiscal 1997.
The Company's stock option plans, including the 1995 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 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.
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
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 all other executive officers of the
Company whose salary and bonus payments exceeded $100,000 in fiscal 1997.
Jerold D. Kaminski, the Company's President and Chief Operating Officer,
was hired by the Company on June 2, 1997. Although Mr. Kaminski's
employment agreement provides for an annual base salary of $220,000, only
the compensation earned by Mr. Kaminski for the three-month period of
fiscal 1997 in which he was employed by the Company is reflected in the
table below. The persons named in the table below are hereinafter
sometimes referred to as the "named executive officers."
Summary Compensation Table
Long Term
Compensation
Awards
Regular Stock Restricted Other Annual All Other
Name and Principal Fiscal Annual Compensation Option Grants Stock Compensation Compensation
Positions Year(1) Salary(1) Bonus(1) (shares)(1)(2) Awards(3) (4) (5)
John Swendrowski 1997 $330,000 $ 0 0 $0 $224,127 $4,552(7)
Chairman of the 1996 $315,000 $286,200 16,000 $0 $0 $3,365(7)
Board and Chief 1995 $300,000 $ 0 16,000 $0 $0 $ 0
Executive Officer
Jerold D. Kaminski 1997 $ 50,164 $ 50,000(6) 10,000(6) $155,250 $0 $ 0
President and Chief
Operating Officer
Robert E. Hawk 1997 $140,000 $ 0 0 $0 $0 $3,160
Executive Vice 1996 $114,000 $ 89,720 8,000 $0 $0 $ 0
President 1995 $108,000 $ 0 8,000 $0 $0 $ 0
John A. Pazurek 1997 $115,000 $ 0 0 $0 $29,539 $3,156
Vice President- 1996 $ 89,000 $ 63,720 8,000 $0 $0 $1,534
Finance, Treasurer 1995 $ 83,000 $ 0 8,000 $0 $0 $ 0
and Chief Financial
Officer
_________________
(1) Not reflected in the above table, during the Company's five-month
transitional period from April 1, 1995 to August 31, 1995 (the
"Transitional Period"), Messrs. Swendrowski, Hawk and Pazurek
received salary payments of $131,250, $47,500 and $37,083,
respectively; bonus payments of $100,000, $22,800 and $17,800,
respectively; and stock options to purchase 12,000, 6,000 and 6,000
Class A Shares, respectively. No other compensation was paid to the
named executive officers during the 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. 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) The amount in the table reflects the market value on the date of
grant of restricted Class A Shares awarded to Mr. Kaminski pursuant
to the terms of the employment and severance agreement dated June 2,
1997, by and between Mr. Kaminski and the Company. The number of
restricted Class A Shares held by Mr. Kaminski and the market value
of such Class A Shares as of August 31, 1997, was 12,000 and
$205,500, respectively. These shares vest ratably in 3,000 share
increments on each of the next four anniversaries of Mr. Kaminski's
hiring date, as long as Mr. Kaminski remains employed by the Company
on each respective vesting date. Mr. Kaminski is entitled to receive
dividends on these shares from the date of grant upon vesting of
these shares pursuant to the terms of his employment agreement.
(4) Amounts set forth were received by Messrs. Swendrowski and Pazurek as
partial reimbursement for income tax obligations incurred as a result
of their exercises in fiscal 1997 of the stock options granted in
1987 (and referenced in footnote (2), above).
(5) Amounts set forth represent the Company's matching contributions
under its 401(k) plan to each respective indicated named executive
officer.
(6) Bonus and option amounts set forth were granted to Mr. Kaminski
pursuant to the terms of his employment agreement. The table does
not include grants of options to purchase 676 and 516 Class A Shares,
which were granted in fiscal 1996 and 1995, respectively, to Mr.
Kaminski in his capacity as a director of the Company.
(7) In (i) fiscal 1997 and (ii) the period including fiscal 1996 and the
Transitional Period together, the Company paid approximately $49,327
and $49,539, respectively, 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 $155,500.
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
stock options under the 1995 Plan during fiscal 1997, as well as certain
additional data relating to all shareholders of the Company.
Option Grants in 1997 Fiscal Year
Percentage of
Shares Total Regular Potential Realizable Value
Underlying Options At Assumed Annual Rates of
Regular Granted to all Exercise Stock Price Appreciation
Options Employees in Price (per Expiration For Option Term(5)
Name Granted(1) 1997 Fiscal Year share)(4) Date 5% 10%
John Swendrowski 0 -- -- -- -- --
Jerold D. Kaminski 10,000(2) 16.3% $12.94 6/2/07 $ 81,379 $ 206,230
Robert E. Hawk 0 -- -- -- -- --
John A. Pazurek 0 -- -- -- -- --
All Optionees 61,500(3) 100.0% (3) (3) $657,827 $1,662,457
All Shareholders(6) N/A N/A N/A N/A $148,157,695 $375,460,688
_____________________
(1) The options reflected in the table are nonqualified stock options
under the Internal Revenue Code.
(2) Received by Mr. Kaminski pursuant to the terms of the employment and
severance agreement, dated as of June 2, 1997, by and between Mr.
Kaminski and the Company.
(3) 46,500 options were granted September 9, 1996 with an exercise price
of $18.50 and an expiration date of September 9, 2006; 500 options
were granted October 17, 1996 with an exercise price of $16.75 and
an expiration date of October 17, 2006; 10,000 options were granted
June 2, 1997 with an exercise price of $12.94 and an expiration date
of June 2, 2007; 1,500 options were granted July 23, 1997 with an
exercise price of $16.94 and an expiration date of July 23, 2007;
and 3,000 options were granted August 31, 1997 with an exercise
price of $17.125 and an expiration date of August 31, 2007.
(4) The exercise price of options may be paid in cash, by delivering
previously issued Class A Shares or any combination thereof.
(5) The potential realizable values set forth under the columns 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 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 will actually be achieved.
(6) Represents corresponding gain to all shareholders on 12,734,286
aggregate Common Shares outstanding on September 9, 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. 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 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 will actually be achieved.
The following table sets forth certain information with respect to
the named executive officers, together with all option recipients,
concerning their options exercised in fiscal 1997 and unexercised stock
options held as of the end of fiscal 1997.
Aggregated Option Exercises and Fiscal 1997 Year-End Value Table
Number of Shares Value of Unexercised
Number of Underlying Options In-the-Money Options
Shares at End of Fiscal 1997(2) at End of Fiscal 1997(3)
Acquired Upon Value
Name Exercise Received(1) Exercisable Unexercisable Exercisable Unexercisable
John Swendrowski 100,000 $1,787,500 244,000 --- $ 2,269,020 ---
Jerold D. Kaminski --- --- 11,192 --- $ 46,688 ---
Robert E. Hawk --- --- 142,000 --- $ 1,454,410 ---
John A. Pazurek 20,000 $ 120,000 76,000 --- $ 718,980 ---
All Optionees 204,070 $3,093,213 826,484 89,300 $ 8,237,513 $ 355,240
__________________________
(1) Reflects the dollar value difference between the closing sale price
of the Class A Shares on The Nasdaq Stock Market on the date of
exercise, less the stock option's exercise price, multiplied by the
number of Class A Common Shares acquired upon exercise.
(2) 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.
(3) 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 1997. The last
reported sale price of the Company's Class A Shares on The Nasdaq
Stock Market on August 29, 1997 was $17.125 per share.
Director Compensation
Directors who are not also Company employees receive an annual
retainer fee of $12,000, together with $500 for each Board and committee
meeting attended, and are also entitled to receive an annual automatic
grant of nonqualified stock options under the 1995 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. Option grants to non-employee directors
occur automatically (i) upon a director's initial appointment or election
to the Board and (ii) on each August 31, and are exercisable for 1,000
Class A Shares, respectively, at an exercise price equal to 100% of the
fair market value of the Class A Shares on the date of such grant,
respectively. Options granted to non-employee directors vest in full one
year after the grant date with respect to all shares covered thereby and
have a term of either five years or (for all grants after August 31, 1997)
ten years; 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.
Employment and Severance Agreements
The Company has a Key Executive Employment and Severance Agreement
("KEESA") with John Swendrowski which provides that, following a "change
in control" of the Company (as defined in KEESA), 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 KEESA) 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.
On June 2, 1997, the Company entered into an employment and
severance agreement with Jerold D. Kaminski ("Employment Agreement"),
pursuant to which Mr. Kaminski agreed to join the Company and to serve as
its President and Chief Operating Officer for renewable one-year periods
at an annual salary (subject to adjustment starting in October 1998) of
$220,000. Pursuant to the Employment Agreement, Mr. Kaminski also
received (i) a $50,000 signing bonus, (ii) immediately vested options to
purchase 10,000 Class A Shares under the 1995 Plan at an exercise price of
100% of fair market value on the grant date, and (iii) 12,000
contractually restricted Class A Shares scheduled to vest ratably in 3,000
share increments on each of the first four anniversaries of the agreement,
so long as Mr. Kaminski remains employed by the Company on each respective
vesting date with respect to the shares vested. Mr. Kaminski cannot
sell unvested shares until such shares vest and must vote unvested shares
in accordance with recommendation of the Board. Mr. Kaminski will not
receive dividends paid on unvested shares until those shares vest. Prior
to his joining the Company, Mr. Kaminski was the Director of Marketing for
the Food Service Division of General Mills Corporation for four years and
served on the Board since 1994. Upon his joining the Company, Mr.
Kaminski stepped down from the Audit Committee and the Compensation and
Stock Option Committee, but remained a member of the Board.
The Employment Agreement also provides that, following a "change in
control" of the Company (as defined in the Employment Agreement), Mr.
Kaminski 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 period of employment following a
change of control (the "Second Employment Period"), Mr. Kaminski 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 Second Employment Period (i) Mr. Kaminski's employment is terminated
by the Company, other than for "cause" (as defined in the Employment
Agreement) or his disability, or (ii) his duties are changed substantially
without his written consent and Mr. Kaminski terminates his employment as
a result, then he will be entitled to receive a lump sum severance payment
equal to two 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, the Company's fiscal year-end,
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)
08/31/92 08/31/93 08/31/94 08/31/95 08/31/96 08/31/97
Northland Cranberries, Inc. $100 $146.1 $ 163.1 $ 127.8 $ 318.7 $306.0
Peer Group Index $100 $106.7 $ 98.1 $ 96.2 $ 92.6 $109.1
Nasdaq Total Return Index $100 $131.9 $ 137.3 $ 184.9 $ 208.5 $290.9
CERTAIN TRANSACTIONS
Mr. Swendrowski is a general partner in Cranberry Hills Partnership,
a Wisconsin general partnership ("Cranberry Hills"). In fiscal 1997, the
Company accrued $85,598 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.
To address the Company's need for additional office space, on
November 14, 1997, the Company purchased a 40,000 square foot building in
Wisconsin Rapids, Wisconsin from PCL Realty Corporation, a Wisconsin
corporation ("PCL"), whose majority owner is John Swendrowski, the
Company's Chairman of the Board and Chief Executive Officer. The purchase
price for the property was established at $1,150,000 by arms-length
negotiations between PCL and the Board (with Mr. Swendrowski abstaining).
The purchase was conditioned upon (i) an appraisal of the property by a
qualified, independent commercial property appraiser (including a report
describing similar commercial properties available for sale or lease in
the Wisconsin Rapids area) indicating that the value of the property was
at least equal to or in excess of the agreed upon purchase price; (ii) a
favorable inspection of the property by a construction engineer; and (iii)
a favorable Phase I environmental audit. All such conditions were
satisfied prior to the purchase. The independent appraisal indicated the
value of the property was substantially higher than the purchase price.
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, such persons complied with all Section
16(a) filing requirements in fiscal 1997.
General
The Board has reappointed Deloitte & Touche LLP to serve as the
Company's independent auditors for fiscal 1998. 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 is the only matter 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 1997 ANNUAL REPORT ON FORM
10-K (WITHOUT EXHIBITS) AS FILED WITH THE SEC.
Any shareholder proposal intended for consideration at the 1999
annual meeting of shareholders must be received by the Company no later
than July 29, 1998 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 1999 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 26, 1997
PROXY FOR CLASS A PROXY FOR CLASS A
COMMON STOCK COMMON STOCK
NORTHLAND CRANBERRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 7, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Swendrowski and Jerold D.
Kaminski, 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 20, 1997 at
the annual meeting of shareholders scheduled to be held on
January 7, 1998 and at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of the Annual
Meeting, the Proxy Statement and the 1997 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. [shaded box]
FOR WITHHOLD FOR ALL
1. Election of Directors- (Except Nominee(s)
Nominees: Patrick F. Brennan, Robert written below)
E. Hawk, Jeffrey J. Jones, Jerold D.
Kaminski, LeRoy J. Miles, Pat [_] [_] [_]
Richter, John C. Seramur and John
Swendrowski _________________________
2. In their discretion, upon such other
business as mayproperty 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 eight director nominees
indicated above and on such other business as may properly come
before the meeting in accordance with the best judgement 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.
NORTHLAND CRANBERRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 7, 1998
P R O X Y
FOR CLASS B COMMON STOCK
PLEASE MARK, The undersigned hereby appoints John Swendrowski and
SIGN, DATE AND Jerold D. Kaminski, and each or either of them, as
RETURN THIS proxies, each with the power to appoint his substitute,
PROXY CARD and hereby authorizes each or either of them to represent
IMMEDIATELY and to vote, as designated below, all the shares of Class
USING THE B Common Stock of Northland Cranberries, Inc., held of
ENCLOSED record by the undersigned on November 20, 1997 at the
ENVELOPE annual meeting of shareholders scheduled to be held on
January 7, 1998 and at any adjournment thereof.
PLEASE DO 1. Election of Directors.
NOT FOLD
[_] FOR all eight nominees listed below
(except as marked to the contrary
below)
[_] WITHHOLD AUTHORITY to vote for all eight
nominees listed below
THIS PROXY IS PATRICK F. BRENNAN, ROBERT E. HAWK, JEFFREY J. JONES,
SOLICITED ON JEROLD D. KAMINSKI, LEROY J. MILES, PAT RICHTER, JOHN C.
BEHALF OF THE SERAMUR AND JOHN SWENDROWSKI
BOARD OF
DIRECTORS
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
2. In their discretion, upon such other business
as may properly come before the meeting and at
any adjournment thereof.
(continued on reverse side)
(continued from reverse side)
The undersigned acknowledges receipt of the Notice
of the Annual Meeting, the Proxy Statement and the
1997 Annual Report to Shareholders and hereby
revokes any other proxy heretofore executed by the
undersigned for such meeting.
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 eight director nominees
indicated above and on such other business as may
properly come before the meeting in accordance with
the best judgment of the proxies named herein.
Dated: , 199__
_____________________________________
_____________________________________
Signature(s) of Shareholder(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.