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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Riser Foods, Inc.
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(Name of Registrant as Specified In Its Charter)
Riser Foods, Inc.
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(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(3).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
Class A Common Stock $.01 par value
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Class B Common Stock $.01 par value
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2) Aggregate number of securities to which transaction
applies. N/A
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act rule 0-11: N/A
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4) Proposed maximum aggregate value of transaction: N/A
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[ ] 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: N/A
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2) Form, Schedule or Registration Statement No.: N/A
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3) Filing Party: N/A
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4) Date Filed: N/A
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Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Riser Foods, Inc. (the "Company") to be held at its corporate headquarters
located at 5300 Richmond Road, Bedford Heights, Ohio 44146, on December 8,
1995, at 10:00 a.m. Official Notice of the Annual Meeting, Proxy Statement and
form of proxy are enclosed with this letter.
The only proposal to be acted upon at the Meeting is the election of
directors. The Board of Directors recommends a vote for the Company's
nominees.
We appreciate the prompt return of your signed proxy; your vote is
important.
On behalf of the Board of Directors and management of the Company,
thank you for your cooperation and continued support.
Sincerely,
Anthony C. Rego
Chairman of the Board
and Chief Executive Officer
October 26, 1995
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______________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 8, 1995
______________________________________________
To the Stockholders of Riser Foods, Inc.:
The Annual Meeting of Stockholders of Riser Foods, Inc. (the
"Company"), a Delaware corporation, will be held at its corporate headquarters
located at 5300 Richmond Road, Bedford Heights, Ohio 44146, on Friday, December
8, 1995, at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect twelve directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly
elected and qualified; and
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Stockholders of record at the close of business on October 16, 1995
will be entitled to vote at the Annual Meeting and any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting.
However, the Company urges you to assure your representation at the Annual
Meeting by signing and returning the enclosed proxy in the postage prepaid
envelope provided as promptly as possible. The giving of this proxy does not
affect your right to vote in person if you attend the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Anthony C. Rego
Chairman of the Board
and Chief Executive Officer
October 26, 1995
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_________________________________________________
PROXY STATEMENT
_________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 8, 1995
MATTERS TO BE CONSIDERED AT THE MEETING
This Proxy Statement is being furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors of Riser
Foods, Inc. (the "Company") for use at the Annual Meeting of Stockholders to be
held on December 8, 1995, or any adjournment thereof (the "Meeting") at the
Company's headquarters, 5300 Richmond Road, Bedford Heights, Ohio 44146, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Company's Annual Report for the fiscal year ended July 1,
1995 (the "1995 Fiscal Year") is being mailed together with this Proxy
Statement and form of proxy on or about October 26, 1995 to stockholders of
record at the close of business on October 16, 1995. The Company will pay the
cost of soliciting proxies.
The only business which the Board of Directors intends to present or
knows that others will present at the Meeting is as set forth in the attached
Notice of Annual Meeting of Stockholders. If any other matters are properly
presented at the Meeting for action to be taken thereon, the persons named in
the enclosed form of proxy and acting thereunder will have discretion to vote
on such matters in accordance with their best judgment.
VOTING, PROXIES AND REVOCABILITY
As of the close of business on October 5, 1995, the Company had
8,680,117 shares of its Class A Common Stock, $.01 par value ("Class A Common
Stock") outstanding and 955,613 shares of its Class B Common Stock, $.01 par
value ("Class B Common Stock") outstanding. There were approximately 1,060
stockholders of record of the Company's Class A Common Stock and 28
stockholders of record of the Company's Class B Common Stock on such date.
Holders of Class A Common Stock are entitled to one (1) vote in person or by
proxy for each share held and, voting as a separate class, are entitled to
elect four (4) directors. Holders of Class B Common Stock are entitled to ten
(10) votes in person or by proxy for each share held and, voting as a separate
class, are entitled to elect the remaining nine (9) directors; however, there
are only eight (8) nominees for election at the Meeting by the holders of Class
B Common Stock as a result of a Class B director vacancy. See "Election of
Directors."
A majority of the votes entitled to be voted in each class of common
stock must be represented at the Meeting in person or by proxy in order to
constitute a quorum for the election of directors by that class. A majority of
the votes entitled to be voted must be represented at the Meeting in person or
by proxy in order to constitute a quorum for the transaction of other business.
Under applicable provisions of Delaware law and the Company's charter
documents, nominees receiving a plurality of the votes cast at a meeting at
which a quorum is present will be elected as directors. Abstentions and broker
non-votes will have no effect on the election of directors.
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Proxies which are returned and executed will be voted as specified
therein. If no specification is made, the proxies will be voted FOR the
election of the nominees listed below as directors.
A stockholder giving a proxy has the power to revoke it at any time
before it is exercised by filing with the Secretary of the Company at the above
address either an instrument revoking the proxy or a duly executed proxy
bearing a later date. A proxy will be revoked automatically if the stockholder
who executed it is present at the Meeting and votes in person.
An inspector of elections appointed by the Board of Directors for the
Meeting will count the votes cast in the election of directors. The Company's
stock transfer agent, which will receive, inspect and tabulate the proxies
returned by stockholders, will assist the inspector of elections in such
counting.
The Meeting may be adjourned and additional proxies solicited if, at
the time of the Meeting, the votes necessary to approve any of the proposed
actions have not been obtained. Any adjournment of the Meeting will require
the affirmative vote of a majority of the common stock represented at the
Meeting, in person or by proxy, even if less than a quorum.
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
The following table sets forth certain information, as of October 5,
1995, regarding the beneficial ownership of the Company's Class A Common Stock
and Class B Common Stock owned by each director or nominee of the Company, each
of the persons named in the Summary Compensation Table, each person known to
the Company to own beneficially more than five percent (5%) of the outstanding
shares of either class ("Five Percent Stockholder") and all directors and
officers as a group. Except as otherwise noted, each person has sole voting
power and sole investment power with respect to such shares.
Number of Percentage Number of Percentage
Class A of Class Class B of Class
Name of Beneficial Owner Shares A Shares Shares* B Shares
- ------------------------ ------------- ----------- ------------ ----------
5300 Richmond Road Corp.1 1,553,630 N/A 0 0.0
Thomas A. Rego2 259,880 3.6 108,861 11.4
Charles A. Rini, Sr.3 209,657 2.9 264,495 27.7
Anthony C. Rego4 187,212 2.6 36,583 3.8
S. Lee Kohrman5 98,644 1.4 0 0.0
Charles A. Rini, Jr.6 40,642 ** 0 0.0
Anthony Rini7 30,046 ** 0 0.0
Charles A. Rego8 26,000 ** 24,219 2.5
Robert H. Kanner9 16,500 ** 0 0.0
Ronald W. Ocasek10 11,350 ** 0 0.0
Charles A. Rini11 8,501 ** 57,763 6.0
William A. Miller 1,000 ** 0 0.0
James A. Schlindwein 1,000 ** 0 0.0
Philip M. Sanson12 28,645 ** 53,802 5.6
Joseph E. Crimaldi13 26,100 ** 49,402 5.2
Directors and Officers
as a Group (23 persons)14 913,875 12.7 491,921 51.5
2
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(notes from previous page)
* Upon compliance with certain conditions, Class B Common Stock is
convertible into Class A Common Stock on a share-for-share basis.
** Indicates an amount less than one percent (1%).
1 Under Delaware law, shares of the Company held by 5300 Richmond Road
Corp. will not be entitled to vote on matters requiring a stockholder
vote or be counted for quorum purposes. Such shares are also excluded
for purposes of calculating the Percentage of Class A Shares.
Business address is c/o Riser Foods, Inc., 5300 Richmond Road, Bedford
Heights, Ohio 44146.
2 Includes (i) 238,412 shares of Class A Common Stock owned by Mr.
Rego's mother over which Mr. Rego exercises shared voting and
investment power and (ii) 5,000 shares of Class A Common Stock that
Mr. Rego has the right to acquire at $7.31 per share by exercise of
stock options. Business address is c/o Riser Foods, Inc., 5300
Richmond Road, Bedford Heights, Ohio 44146.
3 Includes (i) 16,000 shares held in trust by Mr. Rini as trustee for
his benefit, (ii) 173,558 shares of Class A Common Stock owned by 11
trusts of which Mr. Rini serves as trustee for the benefit of his
children, (iii) 5,000 shares of Class A Common Stock owned by his
children, (iv) 2,500 shares of Class A Common Stock owned by Mr.
Rini's wife and 3,599 shares of Class A Common Stock held in trust for
the benefit of his wife over which Mr. Rini does not exercise voting
or investment power and (v) 9,000 shares of Class A Common Stock that
Mr. Rini has the right to acquire at $7.31 per share by exercise of
stock options. Business address is c/o Riser Foods, Inc., 5300
Richmond Road, Bedford Heights, Ohio 44146.
4 Includes (i) 100 shares of Class A Common Stock owned by Mr. Rego's
wife, (ii) 64,497 shares of Class A Common Stock owned by Mr. Rego's
children, (iii) 300 shares of Class B Stock owned by Mr. Rego's
children and (iv) 9,000 shares of Class A Common Stock that Mr. Rego
has the right to acquire at $7.31 per share by exercise of stock
options.
5 Includes 98,644 shares of Class A Common Stock owned by Mr. Kohrman's
wife as to which Mr. Kohrman disclaims beneficial ownership.
6 Includes 38,142 shares of Class A Common Stock held in trust for the
benefit of Charles A. Rini, Jr. of which Charles A. Rini, Sr. serves
as trustee and has sole power to direct the voting and investment of
such shares which shares are also included within the number of shares
beneficially owned by Charles A. Rini, Sr.
7 Includes 30,046 shares of Class A Common Stock owned by a trust of
which Mr. Rini has sole power to direct the voting and investment of
such shares.
8 Includes 5,000 shares of Class A Common Stock that Mr. Rego has the
right to acquire at $7.31 per share by exercise of stock options.
9 Includes 16,500 shares of Class A Common Stock owned by a trust for
the benefit of Mr. Kanner.
10 Includes (i) 5,000 shares of Class A Common Stock that Mr. Ocasek has
the right to acquire at $10.31 per share and (ii) 6,000 shares of
Class A Common Stock that Mr. Ocasek has the right to acquire at $7.31
per share by exercise of stock options.
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ELECTION OF DIRECTORS
The Company has nominated S. Lee Kohrman, Robert H. Kanner, William A.
Miller and James A. Schlindwein as the directors to be elected by the holders
of Class A Common Stock and Anthony C. Rego, Charles A. Rini, Sr., Ronald W.
Ocasek, Thomas A. Rego, Charles A. Rego, Anthony Rini, Charles A. Rini and
Charles A. Rini, Jr. as the directors to be elected by the holders of Class B
Common Stock. All the nominees are currently members of the Board of
Directors. Pursuant to the By-laws of the Company, the number of directors is
fixed at thirteen; however, the Company has chosen to maintain a vacancy in
order to obtain the services of a highly qualified candidate not now available
to serve but who is expected to become available prior to the next annual
meeting of stockholders.
Each director will serve until the next annual meeting of stockholders
and until his successor is duly elected and qualified. If a nominee for
election to the Board of Directors is unable to serve as a director, the shares
represented by proxies voted in favor of that nominee will be voted for any
substitute nominee as may be named by the Board of Directors.
Biographical Information Concerning Nominees
- --------------------------------------------
Anthony C. Rego, 54, has served as Chairman of the Board and Chief
Executive Officer since December 14, 1990 and served as Co-Chairman of the
Board and Joint Chief Executive Officer from December 18, 1987 to December 14,
1990. He is also Vice President, Secretary and a director of Rini-Rego
Supermarkets, Inc., f/k/a Fisher Foods, Inc. ("Rini-Rego"), a wholly owned
subsidiary of the Company. He is a cousin of Thomas A. Rego and Charles A.
Rego.
Charles A. Rini, Sr., 57, has served as President, Chief Operating
Officer and a director since December 18, 1987. He is also President and a
director of Rini-Rego. He is the father of Charles A. Rini, Jr., a nephew of
Anthony Rini and a cousin of Charles A. Rini.
Ronald W. Ocasek, 49, has served as a director since December 10,
1993, and as Senior Vice President-Administration since December 11, 1992;
Treasurer since May 22, 1991, and Chief Financial Officer since June 23, 1989.
Mr. Ocasek is also Chief Financial Officer and Treasurer of Rini-Rego.
Thomas A. Rego, 55, served as a director from December 18, 1987 to
November 22, 1989 and since December 14, 1990. Mr. Rego has served as Senior
Vice President-Store Development since June 8, 1988 and as Secretary from June
23, 1989 to December 14, 1990 and since November 10, 1994. He is a cousin of
Anthony C. Rego and Charles A. Rego.
__________________________________
(notes continued from previous page)
11 Business address is c/o Rini Realty Company, 19050 Lorain Road,
Fairview Park, Ohio 44126.
12 Mr. Sanson died on March 30, 1993, but is still listed as the record
holder of such shares. Mailing address is c/o Riser Foods, Inc., 5300
Richmond Road, Bedford Heights, Ohio 44146.
13 Business address is c/o Rego Realty Company, 5300 Richmond Road,
Bedford Heights, Ohio 44146.
14 Includes (i) 29,400 shares of Class A Common Stock that all directors
and officers as a group have the right to acquire at $10.31 per share
and (ii) 61,700 shares of Class A Common Stock that all directors and
officers as a group have the right to acquire at $7.31 by exercise of
stock options.
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Charles A. Rego, 53, has served as a director since November 22, 1989
and as Senior Vice President-Produce Operations since June 8, 1988. He is a
cousin of Thomas A. Rego and Anthony C. Rego.
Anthony Rini, 89, has served as a director since December 18, 1987.
For more than five years prior to December 18, 1987, he served as a director of
Rini Holding Company. He is the uncle of Charles A. Rini, Sr., Charles A.
Rini, Jr. and Charles A. Rini.
S. Lee Kohrman, 68, has served as a director since June 8, 1988. For
more than five years he has been a Partner in the law firm of Kohrman Jackson &
Krantz, legal counsel to the Company.
Robert H. Kanner, 48, has served as a director since June 8, 1988.
For more than five years he has served as Chairman of the Board and Chief
Executive Officer of Pubco Corporation and its majority owned Bobbie Brooks,
Incorporated subsidiary, which manufactures and markets computer data
processing supplies and manufactures, assembles and distributes products for
construction and related industries. Mr. Kanner is also a director of Aspen
Imaging International, Inc. and CleveTrust Realty Investors.
William A. Miller, 69, has served as a director since June 8, 1988.
From 1987 to 1992 Mr. Miller served as Chairman of the Board of Durkee Famous
Foods and for more than five years prior to 1987 he served as President and CEO
of Durkee.
Charles A. Rini, 43, has served as a director since February 25, 1991.
For more than five years he has served as President of Rini Realty Company. He
is a nephew of Anthony Rini and a cousin of Charles A. Rini, Sr. and Charles A.
Rini, Jr.
Charles A. Rini, Jr., 31, has served as a director since December 10,
1993. Since October 16, 1992, Mr. Rini has served as a Vice President of Rini
Realty Company. From August, 1988 to December, 1991 he attended the Cleveland
Marshall College of Law where he received his Juris Doctor. He is the son of
Charles A. Rini, Sr., nephew of Anthony Rini and a cousin of Charles A. Rini.
James A. Schlindwein, 66, has served as a director since December 9,
1994. For more than five years prior to August 31, 1994, he served as
Executive Vice President-Merchandising Services for Sysco Corporation, Houston,
Texas, a national institutional food service distributor, and from 1982 through
1994 served as a director of Sysco.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF THE
DIRECTORS AS SET FORTH HEREIN.
Other Executive Officers
- ------------------------
Michael B. Petras, 54, has served as Executive Vice President-Retail
Operations since April 6, 1995, Senior Vice President-Retail Operations from
November 10, 1994 to April 5, 1995 and Vice President-Store Operations from
January 3, 1994 to November 9, 1994. For more than five years prior to
December, 1993, Mr. Petras served in various executive capacities, including
Group Vice President of Store Operations and Group Vice President/General
Manager-Discount Drug Division for First National Supermarkets, Inc., Maple
Heights, Ohio, a supermarket chain.
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Frank D. Manetta, 52, has served as Executive Vice President-Wholesale
Operations since April 6, 1995 and as Senior Vice President-Wholesale
Operations from April 18, 1994 to April 5, 1995. From November, 1992 to April,
1994 he served as Senior Vice President of White Rose Foods, Somerset, New
Jersey, a wholesale grocery distributor. For more than five years prior to
November 1992, Mr. Manetta served in various executive capacities, including
First Vice President, New England Region; Area Manager and Division President,
Reading, Pennsylvania Division, for Wetterau Food Distribution Group, St.
Louis, Missouri, a food wholesaler.
Philip S. Arnone, 62, has served as Senior Vice
President-Merchandising since October, 1992 and Vice President, Merchandising
and Procurement from September, 1990 to October, 1992.
John A. Koscielski, 48, has served as Vice President-Wholesale Sales
since July 5, 1992. From February 15, 1991 to July 5, 1992 he served as
Director of Wholesale Grocery Sales and from March, 1988 through February, 1991
he served as Director of Retail Services, Wholesale Sales Department.
Allen VanLuvender, 53, has served as Vice President-MIS since February
15, 1991 and Director-MIS from May 15, 1989 to February 15, 1991.
Mark E. Packer, 53, has served as Vice President-Meat Operations since
October, 1992. From June 8, 1988 to October, 1992 he served as Director of
Meat Operations.
Richard J. Nye, 58, has served as Vice President-Eagle Ice Cream since
May 26, 1990. From July 1, 1986 to May 26, 1990 he served as General Manager
of Eagle Ice Cream.
Frank A. Zeiher, 39, has served as Vice President-Human Resources
since January 3, 1994. For more than five years, Mr. Zeiher served in various
capacities for the Company including Director of Retail Operations, Director of
Productivity & Service and Retail Zone Manager.
Phillip W. Oliveri, 34, has served as Director of Finance since
December 6, 1992 and as Corporate Controller since November 28, 1988.
Robert M. Catino, 56, has served as Assistant Secretary since June 8,
1988 and Director of Real Estate since March 14, 1989.
Jeffrey P. Sabatine, 34, has served as General Counsel since September
14, 1992 and Assistant Secretary since December 11, 1992. From November 16,
1987 to September 4, 1992 Mr. Sabatine was an attorney with Kohrman Jackson &
Krantz, Cleveland, Ohio.
Meetings and Committees of the Board of Directors
- -------------------------------------------------
During the 1995 Fiscal Year, the Board of Directors held four meetings
and took action by unanimous written consent on four occasions. During the
1995 Fiscal Year, each of the directors attended at least 75% of (i) the total
number of meetings held by committees of the Board on which such director
served and (ii) the total number of meetings of the Board.
The Board of Directors of the Company has a Compensation Committee,
Audit Committee, Stock Option Committee and Executive Committee.
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The Compensation Committee, which held four meetings during the 1995
Fiscal Year, has the authority to review the salary and benefit structures of
the Company with respect to executive officers and to make recommendations with
respect to such matters. S. Lee Kohrman, William A. Miller and Robert H.
Kanner are the members of the Compensation Committee.
The Audit Committee, which held two meetings during the 1995 Fiscal
Year, has the authority to recommend to the Board of Directors the independent
accountants to audit the Company's and its consolidated subsidiaries' financial
statements, to meet with the independent accountants and to review the
Company's financial statements, results of audits and fees charged. S. Lee
Kohrman, James A. Schlindwein and Robert H. Kanner are the members of the Audit
Committee.
The Stock Option Committee, which held one meeting during the 1995
Fiscal Year, has the authority to supervise the implementation of the Company's
Stock Incentive Plan. S. Lee Kohrman, William A. Miller and Robert H. Kanner
are the members of the Stock Option Committee.
The Executive Committee, which held no meetings and took action by
unanimous written consent on six occasions during the 1995 Fiscal Year, has the
authority while the Board of Directors is not in session to appoint officers
and agents of the Company, review compensation and allowances for directors,
review and approve executive payroll and salaries, approve systems for the
distribution of incentive compensation or cash bonuses under the Company's
Bonus Program, borrow money and issue evidences of indebtedness, determine
questions of general policy, make recommendations as to the declaration of
dividends and such other powers as may be lawfully delegated to the Board of
Directors which are not in conflict with the Company's Certificate of
Incorporation or By-Laws, or applicable law. Anthony C. Rego and Charles A.
Rini, Sr. are the members of the Executive Committee.
Compensation of Directors
- -------------------------
The Company compensates Messrs. Kanner, Miller and Schlindwein $12,000
per annum for their services as directors, and each is paid $800 for each
directors' meeting which he attends. They are also reimbursed for their
reasonable expenses incurred in the performance of their duties as directors.
These arrangements have been in effect for each of the Company's last five
fiscal years.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's securities ("10% Stockholders") to file
reports of ownership and changes of ownership with the Securities and Exchange
Commission (the "SEC") and the American Stock Exchange, Inc. Officers,
directors and 10% Stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5 was required to be filed,
the Company believes that during the 1995 Fiscal Year, all Section 16(a) filing
requirements applicable to its officers, directors and 10% Stockholders were
complied with, except the following: one report covering one transaction was
filed late by each of Charles A. Rini, Sr., Thomas A. Rego and Ronald W.
Ocasek, who are directors and officers of the Company; one report covering one
transaction was filed late by Frank D. Manetta, an officer of the Company and
one report covering one transaction was filed late by each of Anthony Rini,
Charles A. Rini, Jr. and James A. Schlindwein, who are directors of the
Company.
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EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth information concerning the compensation
of the Chief Executive Officer, the four other most highly compensated
executive officers of the Company who served in such capacities as of July 1,
1995, and a former officer who would have been among the four most highly
compensated executive officers had he been an executive officer at fiscal
year-end (the "Named Officers").
Long Term
Compensation
Annual Compensation Awards
------------------------------------------- ------------
Name and Other Annual Stock All Other
Principal Position Year Salary ($) Bonus ($)1 Compensation ($)2 Options (#)3 Compensation ($)4
------------------ ---- ---------- --------- ---------------- ------------ ----------------
Anthony C. Rego 1995 307,846 92,400 -0- 10,000 299,139
Chairman and CEO 1994 300,000 22,500 -0- -0- 19,536
1993 298,077 43,750 -0- 9,000 18,187
Charles A. Rini, Sr. 1995 307,846 92,400 -0- 10,000 352,767
President and COO 1994 300,000 22,500 -0- -0- 6,046
1993 298,077 43,750 -0- 9,000 4,828
Ronald W. Ocasek 1995 175,436 52,360 -0- 40,000 115,694
Senior Vice President, 1994 170,290 12,750 -0- -0- 3,191
CFO and Treasurer 1993 160,939 23,623 -0- 6,000 1,211
Thomas A. Rego 1995 166,525 43,318 -0- 7,000 158,892
Senior Vice President 1994 161,180 10,479 -0- -0- 2,932
and Secretary 1993 159,454 20,352 -0- 5,000 2,932
Charles A. Rego 1995 165,464 43,037 -0- 7,000 130,533
Senior Vice President 1994 161,180 10,479 -0- -0- -0-
1993 159,454 20,352 -0- 5,000 -0-
Joseph E. Crimaldi5 1995 99,795 -0- -0- -0- 154,643
Former Senior Vice 1994 162,762 10,582 -0- -0- 10,184
President and Secretary 1993 161,019 20,551 -0- 5,000 8,968
_________________________________
<FN>
1 Bonuses are shown for the fiscal year earned, but are paid in the
following fiscal year.
2 No information is provided in the column labeled "Other Annual
Compensation" since the aggregate amount of perquisites and other
personal benefits for the periods indicated is less than the lesser of
$50,000 or 10% of the total annual salary and bonus reported for each
of the Named Officers.
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(notes continued from previous page)
3 All options shown were granted by the Stock Option Committee under the
Company's Stock Incentive Plan for Key Employees. Options shown for
the 1993 Fiscal Year were granted on July 28, 1992 and became
exercisable on July 28, 1994 at $7.31 per share. Options shown for the
1995 Fiscal Year were granted on February 14, 1995 and become
exercisable on February 14, 1997 at $7.25 per share, except with
respect to Mr. Ocasek. With respect to Mr. Ocasek, such options are
exercisable to purchase up to 20,000 shares from and after February 14,
1997, to purchase up to 30,000 shares from and after February 14, 1998
and to purchase up to 40,000 shares from and after February 14, 1999.
Such unexercised options expire ten years following the date of grant
and will expire earlier if certain events occur, including if the
optionee ceases to be an active employee, officer or director of the
Company or dies or becomes disabled.
4 Information provided in the column labeled "All Other Compensation" for
the 1995 Fiscal Year includes the following: (i) the value of life
insurance premiums paid by the Company for the benefit of certain of
the Named Officers as follows: Mr. A. Rego, $16,215; Mr. T. Rego,
$2,934 and Mr. C. Rego, $4,348; (ii) the value of life insurance
premiums paid by the Company net of premiums to be refunded to the
Company for the benefit of Mr. A. Rego in the amount of $2,028 and for
the benefit of Mr. Rini in the amount of $2,631; (iii) matching
contributions to the Company's Employee Savings and Retirement Plan to
certain of the Named Officers as follows: Mr. A. Rego, $5,523; Mr.
Rini, $5,523; Mr. Ocasek, $5,151 and Mr. Crimaldi, $2,250 and (iv)
contributions accrued under the Company's Supplemental Executive
Retirement Plan for the benefit of certain of the Named Officers for
service in prior fiscal years as follows: Mr. A. Rego, $211,771; Mr.
Rini, $265,019; Mr. Ocasek, $84,285; Mr. T. Rego, $119,937 and Mr. C.
Rego, $97,041 and for service in the 1995 Fiscal Year as follows: Mr.
A. Rego, $63,602; Mr. Rini, $79,594; Mr. Ocasek, $26,258; Mr. T. Rego,
$36,021 and Mr. C. Rego, $29,144.
5 Mr. Crimaldi resigned from his position as Senior Vice President,
Secretary and a director of the Company on November 7, 1994. The
amount shown in the column labeled "All Other Compensation" represents
$152,393 in severance payments, in cash and in kind, made to Mr.
Crimaldi in the 1995 Fiscal Year pursuant to a Settlement Agreement and
Release between Mr. Crimaldi and the Company dated November 7, 1994.
In general, this agreement provides for severance payments of $163,873
per year, continued participation in the Company's medical insurance
benefit program through November 30, 1996 and title to the Company
vehicle used by him. Such agreement also contains a release of
liability and prohibits Mr. Crimaldi from competing with the Company
for a two-year period. Stock options issued in the 1993 fiscal year
expired in accordance with the terms of the Company's Stock Incentive
Plan for Key Employees.
9
13
Aggregated Option Exercises in 1995 Fiscal Year and Fiscal Year-End Option
- --------------------------------------------------------------------------
Values
- ------
The following table sets forth information on option exercises by the
Named Officers during the 1995 Fiscal Year and the value of such Named
Officers' unexercised in-the-money options at July 1, 1995, the last day of the
1995 Fiscal Year.
Number Number of Securities Value of
of Shares Underlying Unexercised Unexercised In-the-Money
Acquired Options at Fiscal Year-End Options at Fiscal Year-End($)
on Value ---------------------------- ----------------------------
Name Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ------------ ----------- ------------- ----------- -------------
Anthony C. Rego -0- -0- 9,000 10,000 25,335 28,750
Charles A. Rini, Sr. -0- -0- 9,000 10,000 25,335 28,750
Ronald W. Ocasek -0- -0- 11,000 40,000 16,860 115,000
Thomas A. Rego -0- -0- 5,000 7,000 14,075 20,125
Charles A. Rego -0- -0- 5,000 7,000 14,075 20,125
Joseph E. Crimaldi -0- -0- -0- -0- -0- -0-
Supplemental Executive Retirement Plan
- --------------------------------------
On March 11, 1994, the Board of Directors authorized the Compensation
Committee to take all necessary action to develop, adopt and implement a
supplemental executive retirement plan (the "Plan"), funded by Company owned
life insurance, in which executives of the Company at or above the level of
vice president would be eligible to participate. The detailed Plan and
agreements with each individual participant are being completed by the
Compensation Committee and it is contemplated that the final form of the Plan
and such agreements, to be effective as of July 1, 1994, will be reviewed and
approved by the Board of Directors prior to the Meeting. Appropriate insurance
has, therefore, been placed in force on fourteen executives, including the
following Named Officers: Anthony C. Rego, Charles A. Rini, Sr., Ronald W.
Ocasek, Thomas A. Rego and Charles A. Rego. The aggregate net past service
cost (i.e. through July 2, 1994) for all fourteen participants and the fiscal
1995 costs therefor are $942,805 and $340,923 respectively. For the Named
Officers, the amounts shown on the Summary Compensation Table labeled under the
column "All Other Compensation" represent aggregate net past service cost and
fiscal 1995 costs respectively for such Named Officers of $778,053 and
$234,619.
The structure of the Plan provides that fully vested defined benefits
are determined at the onset of each participant's individual agreement with the
Company and split-dollar life insurance is purchased by the Company in an
amount necessary to fund such benefit obligation and to recover for the Company
its cost of such insurance. Insurance purchased at the cost shown in the
Summary Compensation Table will ultimately reimburse the Company for its
expense to provide to the Named Officers who will be participants in the Plan,
upon normal retirement at age 65, the following annual compensation for the
balance of their respective lives:
Named Officer Annual Retirement Compensation
------------- ------------------------------
Anthony C. Rego $100,000
Charles A. Rini, Sr. 100,000
Ronald W. Ocasek 60,000
Thomas A. Rego 50,000
Charles A. Rego 50,000
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14
Option Grants in 1995 Fiscal Year
- --------------------------------
The following table sets forth information on options to acquire
shares of the Company's Class A Common Stock granted to the Named Officers
during the 1995 Fiscal Year.
Individual Grants
-------------------------------------------------
Potential Realizable
Value at Assumed
Percent of Total Annual Rates of Stock
Options Price Appreciation
No. of Granted to for Option Term3
Options Employees in Exercise Expiration ---------------------
Name Granted1 Fiscal Year Price ($/sh)2 Date 5% ($) 10% ($)
- ---- --------------- ------------ --------------- ---------- ---------- ----------
Anthony C. Rego 10,000 4.42 7.25 2/14/2005 45,595 115,546
Charles A. Rini, Sr. 10,000 4.42 7.25 2/14/2005 45,595 115,546
Ronald W. Ocasek 40,000 17.67 7.25 2/14/2005 182,379 462,185
Thomas A. Rego 7,000 3.09 7.25 2/14/2005 31,916 80,882
Charles A. Rego 7,000 3.09 7.25 2/14/2005 31,916 80,882
Joseph E. Crimaldi -0- -0- N/A N/A N/A N/A
_________________________________
1 All options shown were granted on February 14, 1995 by the Stock
Option Committee under the Company's Stock Incentive Plan for Key
Employees and except with respect to Mr. Ocasek, are exercisable on
February 14, 1997. With respect to Mr. Ocasek, such options are
exercisable to purchase up to 20,000 shares from and after February
14, 1997, to purchase up to 30,000 shares from and after February 14,
1998 and to purchase up to 40,000 shares from and after February 14,
1999. Such unexercised options expire on February 14, 2005 and will
expire earlier if certain events occur, including if the optionee
ceases to be an active employee, officer or director of the Company or
dies or becomes disabled.
2 Pursuant to the terms of the Stock Option Plan for Key Employees, the
exercise price of the options granted must be at least 100% of the
fair market value (mean of the high and low prices) of one share of
Class A Common Stock on the date of grant of such options.
3 These values do not take into consideration the provisions of the
options for nontransferability, vesting or termination of employment.
There can be no assurance that the values to be realized upon exercise
of the stock options listed above will be at or near the amounts
shown.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
S. Lee Kohrman, a director of the Company, is a member of the
Compensation Committee which reviews and makes recommendations concerning
executive officers' salaries and bonuses. During the 1995 Fiscal Year, the
Company engaged Kohrman Jackson & Krantz as legal counsel to the Company and
its subsidiaries. Mr. Kohrman is a Partner in such law firm.
11
15
Compensation Committee Report Regarding Executive Compensation
- --------------------------------------------------------------
The Compensation Committee of Board of Directors (the "Committee") is
composed of the individuals listed below, all of whom are outside directors.
No member of the Committee has served as an officer of the Company or is
eligible to participate in any of the compensation plans or programs it
oversees.
The hiring, retention and compensation of an executive is based
chiefly upon the individual's experience, commitment to long-term service with
the Company, relative compensation levels in the industry and marketplace,
leadership qualities and identifiable contribution to the Company's financial
results. Consequently, the compensation package of the Company's executives
consists of a base salary reviewed each year, participation in the Company's
Stock Incentive Plan for Key Employees (the "Stock Incentive Plan") and
participation in the Company's Cash Bonus Program (the "Bonus Program").
Using the above criteria and compensation package, the base
compensation of Anthony C. Rego, the Company's Chief Executive Officer, for the
fiscal year ended July 1, 1995, was substantially the same (an increase of
approximately 4%). His predetermined share of the bonus pool distributed under
the Bonus Program earned him $92,400 compared to $22,500 for the prior fiscal
year, or an increase of 311%. During such period, he received options to
purchase 10,000 shares under the Stock Incentive Plan at $7.25 per share.
Given special consideration in determination of the bonus award to Mr. Rego was
his contribution to the Company's favorable financial results during such
period.
Robert H. Kanner
S. Lee Kohrman
William A. Miller
Stock Price Performance
- -----------------------
The following graph is a comparison of the cumulative total return
during the preceding five fiscal years for the Company's Class A Common Stock,
the AMEX Market Value Index and the Dow Jones Food Retailers & Wholesalers
Index assuming an initial investment of $100 on June 30, 1990 and the
reinvestment of all dividends, if any. The information presented should not be
interpreted as being necessarily indicative of future performance.
Measurement Period Riser Amex Dow Jones
(Fiscal Year Foods, Market Food Retailers
Covered) Inc. Value and Wholesalers
Measurement Pt-6/30/90 $100 $100 $100
FYE 6/29/91 $104 $ 99 $115
FYE 6/27/92 $ 81 $105 $106
FYE 7/03/93 $ 69 $120 $115
FYE 7/02/94 $ 67 $117 $109
FYE 7/01/95 $100 $138 $126
12
16
Certain Transactions
- --------------------
The Company was formed to act as the parent holding company in
connection with the combination (the "Combination") of Fisher Foods, Inc.
("Fisher"), Rini Holding Company ("Rini"), Rego Supermarkets, Inc. ("Rego"),
and American Seaway Foods, Inc. and two of its affiliated partnerships
("Seaway"). The effective date of the Combination was June 8, 1988 (the
"Effective Date"). Subsequently, Rini and Rego were merged into Fisher and
Fisher's name was changed to Rini-Rego Supermarkets, Inc.
Since the Effective Date, the Company has leased five retail
supermarket locations from Rini Realty Company ("Rini Realty"), an Ohio
corporation whose shareholders were shareholders of Rini prior to the
Combination and which is owned by affiliates of Riser including Charles A.
Rini, Sr., a director and the President and Chief Operating Officer of the
Company; Anthony Rini; Charles A. Rini and Charles A. Rini, Jr., who are each
directors of the Company. Since the Effective Date, the Company has also
leased two retail supermarket locations from Rego Realty Company ("Rego
Realty"), an Ohio limited partnership whose partners were shareholders of Rego
prior to the Combination and which is owned by affiliates of Riser including
Anthony C. Rego, Chairman and Chief Executive Officer of the Company; Thomas A.
Rego, a director, Senior Vice President and the Secretary of the Company;
Charles A. Rego, a director and Senior Vice President of the Company and Joseph
E. Crimaldi, a Five Percent Stockholder of the Company and former officer and
director of the Company. The Company's management believes that the terms and
provisions of such leases reflect terms and conditions which are customary in
the retail grocery industry and are at least as favorable to the Company as
could be obtained from persons unrelated to the Company. Each of the leases
provides for base rent plus additional rent based on a percentage of the
Company's gross sales from such location and allows for an adjustment in the
base rent every five years. Each lease provides that the Company pay real
estate taxes, assessments, common area maintenance charges, insurance charges
and utility expenses. During the 1995 Fiscal Year, the Company paid Rini
Realty and Rego Realty annual fixed rent of $1,165,000 and $234,000,
respectively. On May 1, 1987, a subsidiary of the Company made a loan to Rego
Realty in the principal amount of $990,000 in connection with the acquisition
of a supermarket location. This loan, the largest outstanding balance of which
was $788,610 during the 1995 Fiscal Year, bears interest at 7.5% and has an
outstanding balance of $735,979 as of October 3, 1995.
As of September 22, 1995 the Company had accounts and notes receivable
of approximately $5,578,000 due from other members of the Association of
Stop-N-Shop Supermarkets (the "Association"), an association of independent
supermarkets established as a cooperative advertising and purchasing
organization. The Company has a 69% ownership and 38% voting interest in the
Association. The accounts and notes receivable are primarily related to
arms-length purchases of grocery related products and gift certificates by
other members of the Association.
From the Effective Date until July 14, 1995, the Company leased from
Seaway Development Company ("Seaway Development") a warehouse complex in
Bedford Heights, Ohio and its Cash-n-Carry facility in Cleveland, Ohio. Seaway
Development is an Ohio general partnership whose partners were shareholders of
Seaway prior to the Combination. Monthly base rental was $58,478 and $6,609
for the Bedford Heights and Cleveland properties, respectively. Payments under
such leases, on an annual basis, totaled $781,040. The Company believes the
terms and conditions of the leases from Seaway Development reflected then
current market rental rates and were at least as favorable to the Company as
could be obtained from persons not related to the Company. In July 1995,
pursuant to put options contained in these leases, the Company was required to
purchase these two buildings at an aggregate purchase price of $6,000,000.
During the 1995 Fiscal Year, the Company engaged Kohrman Jackson &
Krantz as legal counsel to the Company and its subsidiaries. S. Lee Kohrman, a
director of the Company, is a Partner in such law firm.
13
17
On September 14, 1995, Frank D. Manetta, the Company's Executive Vice
President-Wholesale Operations, repaid a bridge loan made by the Company to him
and his wife in connection with his joining the Company. During the 1995
Fiscal Year, the largest aggregate balance of this loan was $105,236, which
loan had an interest rate of 8.25% and was secured by second mortgages on both
his current and former residences.
INDEPENDENT PUBLIC ACCOUNTANTS
Pursuant to the recommendation of the Audit Committee, the Board of
Directors selected Arthur Andersen LLP as the Company's independent public
accountants for the 1995 Fiscal Year. Representatives of that firm will be
present at the Meeting, will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions from
stockholders. The Board of Directors has retained discretion in the
appointment of its independent public accountant for the fiscal year ending
June 29, 1996.
ADDITIONAL INFORMATION
COST OF SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by the Company including
expenses for preparing and mailing proxy solicitation materials. In addition
to use of the mails, proxies may be solicited by certain officers, directors
and regular employees of the Company, without extra compensation, by telephone,
telegraph or personal interview.
STOCKHOLDER PROPOSAL DEADLINE
A stockholder proposal intended to be presented at the 1996 Annual
Meeting must be received by the Company on or before June 27, 1996 to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Such proposal should be addressed to Secretary,
Riser Foods, Inc., 5300 Richmond Road, Bedford Heights, Ohio 44146.
OTHER BUSINESS
The Company is not aware of any matters to be brought before the
Meeting except those set forth in the attached Notice of Annual Meeting of
Stockholders. However, if other matters come before the Meeting, it is the
intention of the proxy holders named in the enclosed form of proxy to vote in
accordance with their discretion on such matters.
Stockholders are urged to date, sign and return the enclosed proxy in
the envelope provided to make certain their shares are voted. A prompt
response is helpful and your cooperation will be appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Anthony C. Rego
Chairman of the Board
and Chief Executive Officer
Bedford Heights, Ohio
October 26, 1995
14
18
___________________________________________________
ANNUAL REPORT ON FORM 10-K
IN ADDITION TO ITS ANNUAL REPORT TO STOCKHOLDERS, THE COMPANY FILES AN
ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND EXCHANGE
COMMISSION. STOCKHOLDERS MAY, WITHOUT CHARGE, OBTAIN A COPY WITHOUT
EXHIBITS BY WRITING TO THE COMPANY, ATTENTION: RONALD W. OCASEK,
CHIEF FINANCIAL OFFICER, RISER FOODS, INC., 5300 RICHMOND ROAD,
BEDFORD HEIGHTS, OHIO 44146.
___________________________________________________
15
19
RISER FOODS, INC.
P CLASS A COMMON STOCK
R PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
O RISER FOODS, INC. FOR ANNUAL MEETING ON DECEMBER 8, 1995
X
Y The undersigned constitutes and appoints Anthony C. Rego and
Charles A. Rini, Sr., and each of them, his true and lawful agent
and proxy with full power of substitution in each, to represent the
undersigned and to vote as designated below all shares of Class A
Common Stock of Riser Foods, Inc. (the "Company"), held of record
by the undersigned on October 16, 1995, at the annual meeting of
stockholders to be held at the Company's offices on December 8,
1995 or any adjournment thereof.
Election of Directors, Nominees: (change of address)
S. Lee Kohrman, Robert H. Kanner, William A. Miller and __________________________________
James A. Schlindwein __________________________________
__________________________________
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
SEE REVERSE
SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD
20
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of 2. In their discretion, the Proxies are authorized to
Directors [ ] [ ] vote upon such other business as may properly
(see reverse) come before the meeting.
For, except vote withheld from the following nominee(s):
__________________________________________________________
This proxy when properly executed will be voted
in the manner directed herein by the stockholder.
Change If no direction is made, this proxy will be voted to
of [ ] elect all of the nominees for Director as set forth
Address in Item 1 above and in accordance with the best
judgement of the Proxies on any other business
which properly comes before the meeting.
SIGNATURE(S) _____________________________________________________________ DATE
SIGNATURE(S) _____________________________________________________________ DATE
NOTE: Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD
21
- --------------------------------------------------------------------------------
RISER FOODS, INC.
CLASS B COMMON STOCK
P
R PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
O RISER FOODS, INC. FOR ANNUAL MEETING ON DECEMBER 8, 1995
X
Y The undersigned constitutes and appoints Anthony C. Rego and
Charles A. Rini, Sr., and each of them, his true and lawful agent
and proxy with full power of substitution in each, to represent the
undersigned and to vote as designated below all shares of Class B
Common Stock of Riser Foods, Inc. (the "Company"), held of record
by the undersigned on October 16, 1995, at the annual meeting of
stockholders to be held at the Company's offices on December 8,
1995 or any adjournment thereof.
Election of Directors, Nominees: (change of address)
Anthony C. Rego, Charles A. Rini, Sr., Ronald W. Ocasek, ______________________________________
Thomas A. Rego, Charles A. Rini, Charles A. Rego, Anthony Rini, ______________________________________
Charles A. Rini, Jr. ______________________________________
______________________________________
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
SEE REVERSE
SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD
22
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of 2. In their discretion, the Proxies are authorized to
Directors [ ] [ ] vote upon such othe business as may properly
(see reverse) come before the meeting.
For, except vote withheld from the following nominee(s):
___________________________________________________________
Change This proxy when properly executed will be voted
of [ ] in the manner directed herein by the stockholder.
Address If no direction is made, this proxy will be voted to
elect all of the nominees for Director as set forth
in Item 1 above and in accordance with the best
judgement of the Proxies on any other business
which properly comes before the meeting.
SIGNATURE(S) _____________________________________________________________ DATE _____________________
SIGNATURE(S) _____________________________________________________________ DATE _____________________
NOTE: Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH CARD