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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
ATLANTIC PREMIUM BRANDS, LTD.
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(Name of Registrant as Specified in Its Charter)
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(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ATLANTIC PREMIUM BRANDS, LTD.
650 DUNDEE ROAD, SUITE 370
>NORTHBROOK, ILLINOIS 60062
(847) 412-6200
Dear Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders
of Atlantic Premium Brands, Ltd., a Delaware corporation, to be held at 10:00
a.m. central time on Wednesday, August 1, 2001, at Edens Corporate Center, 630
Dundee Road, 2nd Floor, Northbrook, Illinois.
The matters to be considered at the meeting are described in the
accompanying Proxy Statement. Regardless of your plans for attending in person,
it is important that your shares be represented at the meeting. On behalf of our
Board of Directors, I urge you to please complete, sign, date and return the
enclosed proxy card in the enclosed stamped envelope. Signing this proxy will
not prevent you from voting in person should you be able to attend the meeting,
but will assure that your vote will be counted, if, for any reason, you are
unable to attend. If your shares are held in the name of a broker, you should
obtain a letter of identification from your broker and bring it to the meeting.
In order to personally vote shares held in the name of your broker, you must
obtain from the broker a proxy issued to you.
We look forward to seeing you at the 2001 Annual Meeting of Stockholders.
Sincerely,
/s/ MERRICK M. ELFMAN
Merrick M. Elfman
Chairman
June 29, 2001
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ATLANTIC PREMIUM BRANDS, LTD.
650 DUNDEE ROAD, SUITE 370
NORTHBROOK, ILLINOIS 60062
(847) 412-6200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2001 Annual Meeting of Stockholders of Atlantic Premium Brands, Ltd.
will be held at Edens Corporate Center, 630 Dundee Road, 2nd Floor, Northbrook,
Illinois on Wednesday, August 1, 2001, at 10:00 a.m. central time for the
following purposes:
1. To elect three (3) directors to our Board of Directors to serve for
a term of three (3) years and until their respective successors are elected
and qualified; and
2. To consider and act upon such other business as may properly come
before the meeting.
Ten days prior to the 2001 Annual Meeting of Stockholders, a list of all
stockholders entitled to vote at the meeting will be open to the examination of
any stockholder for any purpose germane to the meeting, during ordinary business
hours, at our office in Northbrook, Illinois.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED
STAMPED ENVELOPE.
By Order of the Board of Directors
/s/ TOM D. WIPPMAN
Tom D. Wippman
Secretary
Northbrook, Illinois
June 29, 2001
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ATLANTIC PREMIUM BRANDS, LTD.
650 DUNDEE ROAD, SUITE 370
NORTHBROOK, ILLINOIS 60062
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PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 1, 2001
This Proxy Statement is furnished on or about June 29, 2001 to stockholders
of Atlantic Premium Brands, Ltd. in connection with the solicitation by our
Board of Directors of proxies to be voted at the 2001 Annual Meeting of
Stockholders (the "Annual Meeting"). The Annual Meeting will be held at 10:00
a.m. central time on Wednesday, August 1, 2001, at Edens Corporate Center, 630
Dundee Road, 2nd Floor, Northbrook, Illinois.
The cost of soliciting proxies will be borne by us. Copies of solicitation
material may be furnished to brokers, custodians, nominees and other fiduciaries
for forwarding to beneficial owners of shares of our common stock, and normal
handling charges may be paid for such forwarding service. Solicitation of
proxies may be made by us by mail or by personal interview, telephone and
telegraph by our officers and other management employees, who will receive no
additional compensation for their services.
Any stockholders giving a proxy pursuant to this solicitation may revoke it
at any time prior to exercise of the proxy by giving notice of such revocation
to the Secretary of our company at our executive offices at 650 Dundee Road,
Suite 370, Northbrook, Illinois 60062, or by attending the meeting and voting in
person.
At the close of business on June 15, 2001, there were 6,658,863 shares of
our Common Stock outstanding and entitled to vote at the meeting. Only
stockholders of record on June 15, 2001, will be entitled to vote at the
meeting, and each share will have one vote.
VOTING INFORMATION
At the Annual Meeting votes will be counted by written ballot. A majority
of the shares entitled to vote will constitute a quorum for purposes of the
Annual Meeting. The election of our Board of Directors' nominees for directors
will require the affirmative vote of a plurality of the shares present in person
or represented by proxy and entitled to vote in the election of directors.
Approval of any other business which may properly come before the Annual
Meeting, or any adjournments thereof, will require the affirmative vote of a
plurality of the shares present in person or represented by proxy and entitled
to vote thereon. Under Delaware law and our certificate of incorporation and
bylaws, the aggregate number of votes entitled to be cast by all stockholders
present in person or represented by proxy at the Annual Meeting, whether those
stockholders vote "For," "Against" or abstain from voting, will be counted for
purposes of determining the minimum number of affirmative votes required for
approval of such matters, and the total number of votes cast "For" each of these
matters will be counted for purposes of determining whether sufficient
affirmative votes have been cast. An abstention from voting on a matter by a
stockholder present in person or represented by proxy at the meeting has the
same legal effect as a vote "Against" the matter even though the stockholder or
interested parties analyzing the results of the voting may interpret such a vote
differently. Broker non-votes will have the effect of reducing the number of
shares considered present and entitled to vote on the matter.
A stockholder may, with respect to the election of directors, (i) vote for
the election of all named director nominees, (ii) withhold authority to vote for
all named director nominees, or (iii) withhold authority to vote with respect to
any nominee, by so indicating in the appropriate space on the proxy card.
Proxies properly executed and received by us prior to the meeting and not
revoked will be voted as directed therein on all matters presented at the
meeting. In the absence of specific direction from a stockholder, proxies will
be voted for the election of all named director nominees. If a proxy indicates
that all or a portion of the shares represented by such proxy are not being
voted with respect to a particular proposal,
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such non-voted shares will not be considered present and entitled to vote on
such proposal, although such shares may be considered present and entitled to
vote on other proposals and will count for the purpose of determining the
presence of a quorum.
PROPOSAL ONE
ELECTION OF DIRECTORS
Our Board of Directors currently consists of eight persons and will consist
of eight persons following the Annual Meeting assuming the election of all of
the nominees to our Board of Directors. In addition to the eight directors
currently in office, there is one vacancy on our Board of Directors. Our Board
of Directors is divided into three classes, each of whose members serves for a
staggered three-year term. The terms of the current Class II Directors (Messrs.
Elfman, Hanes and Taslitz) expire with this Annual Meeting. Each of these
individuals has been nominated as a Class II Director to be elected at the
Annual Meeting. Each of the nominees, if elected, will serve for three years
until the 2004 Annual Meeting of Stockholders and until a successor has been
elected and qualified. The current Class I and III Directors will continue in
office until the 2003 and 2002 Annual Meetings of Stockholders, respectively.
The vacancy on our Board of Directors is for a Class III director.
The following table presents information concerning both persons nominated
for election as directors of our company and continuing directors of our
company, including their current membership on our Board of Directors'
committees, principal occupations or affiliations during the last five years and
certain other directorships held.
NOMINEES FOR DIRECTORS
Class II -- Directors to be Elected at the 2001 Annual Meeting:
Merrick M. Elfman. Mr. Elfman, age 43, is Chairman of our company, a
position he has held since July 1996, and he has been a director of our company
since 1993. Mr. Elfman has been Chairman of Ecom Group, Inc., a privately-held
distributor of specialty lighting products ("Ecom"), since 1989 and a director
of Becker Group, Ltd., a privately-held company in the mall decorations business
("Becker Group"), since 1998. He is also the founder of Elfman Venture Partners,
Inc. ("EVP"), a private investment firm of which he has been president since
1987.
John T. Hanes. Mr. Hanes, age 64, has served as a director of our company
since December 1997 and is a member of the Audit Committee. From 1994 to the
present, Mr. Hanes has served as President of The John T. Hanes Company, a
management consulting firm, and he has been a director of Premier Valley Foods,
a privately-held manufacturer and marketer of the DelMonte brand of dried
fruits, since 1998. From 1991 to 1994, Mr. Hanes served as the Chairman and
President of Doskocil Companies/Wilson Foods Corporation, Incorporated, a
publicly-held manufacturer of pizza and other processed meat products, and he
retired as its Chief Executive Officer.
Steven M. Taslitz. Mr. Taslitz, age 42, has served as a director of our
company since 1991. Mr. Taslitz is a co-founder and Managing Principal of
Sterling Capital, Ltd., a private investment firm which was founded in 1984
("Sterling Capital"), and Sterling Group, Inc., an affiliate of Sterling Capital
("Sterling Group"), and a partner of Sterling Advisors, LP ("Sterling
Advisors"). He has served as the President of Sterling Group since 1984. Mr.
Taslitz is a director of Ecom and Becker Group.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Class III -- Directors Serving Until 2002 Annual Meeting:
John A. Miller. Mr. Miller, age 47, has served as a director of our company
since September 1993 and is currently a member of the Audit Committee and the
Compensation Committee. Mr. Miller has served as President of North American
Paper Company since 1988. Mr. Miller has been a director of Network Services
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Inc. since 1991, where he is a member of the Compensation Committee and Audit
Committee; a director of Becker Group, since 1998; and a director of
International Collectors Society LP, a privately held collectibles company
("ICS"), since 1998, where he is a member of the Compensation Committee.
Alan F. Sussna. Mr. Sussna, age 44, has served as a director, President and
Chief Executive Officer of our company since March 1996. From 1991 through 1995,
Mr. Sussna was a director of Bain & Company, a consulting firm. Through his
association with Bain & Company and as a partner in the consulting firm of
McKinsey & Company, he has opened offices as well as led those firms' Consumer
Goods practices. In the fall of 1999, Mr. Sussna was elected to the Board of
Directors of StartSampling, Inc., an internet start-up. In the summer of 2000,
Mr. Sussna was elected to the Board of Opto-Lynx, an Indiana based high
technology start-up. Mr. Sussna has also held industry positions as Executive
Vice President -- Sales and Marketing for Jim Beam Brands and in product
management at Frito-Lay, Inc.
Class I -- Directors Serving Until 2003 Annual Meeting:
Eric D. Becker. Mr. Becker, age 39, served as Chairman of our company from
September 1993 through July 1996, and he has been a director since 1991, the
year our company's business was purchased from a predecessor. Mr. Becker is also
a co-founder and Managing Principal of Sterling Capital and, since 1984, Mr.
Becker has also been Chairman and Vice President of Sterling Group. Mr. Becker
is also Chairman of ICS, and Becker Group Ltd. Mr. Becker has also been a
Principal of Sterling Advisors since 1984 and Managing Principal of Sterling
Venture Partners since 1999. Mr. Becker has also been a partner of Fund
Management Services, a fund management company, since November 1999.
Brian Fleming. Mr. Fleming, age 55, has served as a director of our company
since December 1997 and is currently a member of the Compensation Committee. Mr.
Fleming is President of E.W. Knauss & Son, a manufacturer of processed meat
products specializing in dried beef and meat snacks, a position he has held
since 1998. From 1991 to 1997, Mr. Fleming was the President of Knauss Snack
Food Company, a privately-held meat snack business. Prior to 1991, Mr. Fleming
was the President and Chief Operating Officer of Acme Foods Company, a
privately-held meat snack company. Mr. Fleming is presently a director of The
Decal Source, which designs and distributes decals for use in Nascar motor
sports, a position he has held since 1998.
G. Cook Jordan, Jr. Mr. Jordan, age 50, has served as a director of our
company since September 1993 and he is a member of the Audit Committee and the
Compensation Committee. Mr. Jordan is a co-founder and Managing Principal of
Jordan, Knauff & Company, a private investment bank. From 1998 to 1999, Mr.
Jordan was a general partner at CID Equity Partners, a venture capital
investment fund. From 1996 through 1998, Mr. Jordan was a principal at C3
Holdings, LLC, a private investment firm. From 1988 through 1996, Mr. Jordan
served as a Manager of Allstate Venture Capital, which was affiliated with
Allstate Insurance Company. Mr. Jordan has also been a director at Day's Molding
and Machinery, a plastic injection molder, since 1998, and he was a director at
ACR Systems, Inc., a systems developer, from 1997 to 2001.
BOARD COMMITTEES
Our Board of Directors has established an Audit Committee and a
Compensation Committee and has no nominating committee. Selection of nominees
for our Board is made by our entire Board of Directors.
Since May 1998, our Audit Committee has been composed of Mr. Hanes, Mr.
Jordan and Mr. Miller. Our Audit Committee is responsible for reviewing the
internal accounting procedures of our Company and the results and scope of the
audit and other services provided by our company's independent auditors,
consulting with our independent auditors and recommending the appointment of
independent auditors to our Board of Directors. Our Audit Committee met 3 times
during the year ended December 31, 2000; each member of our Audit Committee
attended all meetings.
Since April 1998, our Compensation Committee has been composed of Mr.
Fleming, Mr. Jordan and Mr. Miller. Our Compensation Committee has the authority
and performs all of the duties related to the compensation of our management,
including determining policies and practices, changes in compensation and
benefits for management, determination of employee benefits and all other
matters relating to employee
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compensation, including matters relating to the administration of our 1999
Amended and Restated Stock Option Plan. Our Compensation Committee met 3 times
during the year ended December 31, 2000; each member of our Compensation
Committee attended all meetings.
ATTENDANCE AT MEETINGS
During the year ended December 31, 2000, our Board of Directors held 5
meetings. All directors attended at least 75% of the meetings of our Board of
Directors.
DIRECTORS' FEES
Under our option plan, non-employee directors receive options to purchase
10,000 shares of our common stock on January 1 of each year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of our common stock as of June 15, 2001, by each person known by us to be the
beneficial owner of more than five percent (5%) of the outstanding shares of our
common stock, each of our directors, each Named Officer (as defined below), and
all executive officers and directors as a group. The information presented in
the table is based upon the most recent filings with the Securities and Exchange
Commission (the "SEC") by such persons or upon information otherwise provided by
such persons to us.
SHARES BENEFICIALLY
NAMES OF BENEFICIAL OWNERS OWNED(1) PERCENTAGE OWNED
-------------------------- ------------------- ----------------
Douglas L. Becker........................................... 405,957(2) 6.07%
Eric D. Becker.............................................. 513,457(3) 7.61%
Merrick M. Elfman........................................... 538,859(4) 7.99%
Philip L. Glass............................................. 408,768(5) 6.14%
Bruce L. Goldman............................................ 647,076(6) 9.72%
Rudolf Christopher Hoehn-Saric.............................. 436,699(7) 6.53%
Alan F. Sussna.............................................. 704,640(8) 9.84%
Steven M. Taslitz........................................... 587,629(9) 8.62%
Thomas M. Dalton............................................ 361,856(10) 5.19%
Steven Englander............................................ 36,592(11) *
Brian T. Fleming............................................ 44,000(12) *
John T. Hanes............................................... 42,400(12) *
G. Cook Jordan, Jr.......................................... 96,607(13) 1.4%
John A. Miller.............................................. 204,905(14) 3.05%
All directors and executive officers as a group (10
persons).................................................. 3,130,945(15) 38.95%
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* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Shares of our common stock subject to options or warrants
currently exercisable or exercisable within 60 days are deemed outstanding
for purposes of computing the percentage ownership of the person holding
such option or warrant but are not deemed outstanding for purposes of
computing the percentage ownership of any other person. Except where
indicated otherwise, and subject to community property laws where
applicable, the persons named in the table above have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
(2) Includes 30,000 shares underlying currently exercisable options. The
address for this shareholder is c/o 650 Dundee Road, Suite 370, Northbrook,
IL 60062.
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(3) Includes 392,293 shares held by Mr. Becker's wife (of which Mr. Becker
disclaims beneficial ownership) and 87,500 shares underlying currently
exercisable options or options exercisable within 60 days. The address for
this shareholder is c/o 650 Dundee Road, Suite 370, Northbrook, IL 60062.
(4) Includes 84,500 shares underlying currently exercisable options or options
exercisable within 60 days. Of the remaining 454,359 shares, 433,805 are
held by Mr. Elfman and his wife jointly. The address for this shareholder
is c/o 650 Dundee Road, Suite 370, Northbrook, IL 60062.
(5) Includes 130,240 shares held by the Glass International Ltd. Profit Sharing
Plan and Trust dated July 1, 1983 (the "Trust"). Mr. Glass and his wife,
Ellen V. Glass, are co-trustees and also the beneficiaries of the Trust. Of
the remaining shares, 278,528 are held by Mr. Glass and his wife jointly,
either as joint tenants or tenants in common. The address for this
shareholder is 20 N. Wacker, #3400, Chicago, IL 60606-3102.
(6) Includes 250,346 shares held by Mr. Goldman and Mr. Taslitz as co-trustees
of the KJT Gift Trust. Mr. Goldman disclaims beneficial ownership of the
shares held by the KJT Gift Trust. The address for this shareholder is c/o
650 Dundee Road, Suite 370, Northbrook, IL 60062.
(7) Includes 24,593 shares held by Mr. Hoehn-Saric as Trustee for the benefit
of Gabriella Hoehn-Saric and 21,519 shares held by him as Trustee for the
benefit of Rudolph Christopher Hoehn-Saric, Jr. Also includes 30,000 shares
underlying currently exercisable options or options exercisable within 60
days. The address for this shareholder is c/o 650 Dundee Road, Suite 370,
Northbrook, IL 60062.
(8) Includes 175,528 shares held by Mr. Sussna as trustee of the Alan F. Sussna
Trust and 9,803 shares held by Mr. Sussna's wife, Brenda B. Sussna, as
trustee of the Brenda B. Sussna Trust. Mr. Sussna disclaims beneficial
ownership of all 9,803 shares held by his wife as trustee of the Brenda B.
Sussna Trust. Also includes 500,000 shares underlying currently exercisable
options, or options exercisable within 60 days, which are held by Mr.
Sussna as Trustee of the Alan F. Sussna Trust. The address for this
shareholder is c/o 650 Dundee Road, Suite 370, Northbrook, IL 60062.
(9) Includes 144,923 shares held by Mr. Taslitz as trustee of the Kathy J.
Taslitz Trust and 250,346 shares held by Mr. Taslitz and Mr. Goldman as
co-trustees of the KJT Gift Trust. Mr. Taslitz disclaims beneficial
ownership of the 250,346 shares held by him as co-trustee of the KJT Gift
Trust. Also includes 92,000 shares underlying currently exercisable options
or options exercisable within 60 days and 66,695 shares underlying a
currently exercisable warrant held by Sterling BOCP, LLC, a Delaware
limited liability company of which Mr. Taslitz is the manager. The address
for this shareholder is c/o 650 Dundee Road, Suite 370, Northbrook, IL
60062.
(10) Includes 320,000 shares underlying currently exercisable options or options
exercisable within 60 days.
(11) Includes 30,000 shares underlying currently exercisable options with
options exercisable within 60 days.
(12) Includes 37,500 shares underlying currently exercisable options or options
exercisable within 60 days.
(13) Includes 62,000 shares underlying currently exercisable options or options
exercisable within 60 days. Also includes 19,607 shares held by Mr.
Jordan's IRA.
(14) Includes 62,000 shares underlying currently exercisable options or options
exercisable within 60 days.
(15) Includes 1,379,695 shares underlying currently exercisable options or
options exercisable within 60 days.
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COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth annual and long-term compensation for the
fiscal years ended December 31, 1998, 1999 and 2000 for services in all
capacities to our Company of (i) our chief executive officer, and (ii) our next
two most highly compensated executive officers (collectively, the "Named
Officers"). No other executive officer of our Company received total annual
salary and bonus in excess of $100,000 during 2000.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
----------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(2)
--------------------------- ---- --------- -------- ------------ ------------------
Alan F. Sussna, ...................... 2000 348,007 100,000 -- 44,250
President and 1999 335,394 145,500 -- 40,523
Chief Executive Officer 1998 310,346 50,000 500,000 27,704
Thomas M. Dalton, .................... 2000 172,048 50,000 -- 23,625
Chief Operating Officer, Senior Vice 1999 159,808 33,750 125,000 20,854
President and Chief Financial
Officer (1) 1998 110,425 -- 75,000 12,462
Steven Englander, .................... 2000 112,144 6,500 -- 15,724
Senior Vice President - Marketing
(3) 1999 106,999 10,000 -- 14,060
1998 39,095 -- 45,000 3,231
---------------
(1) Mr. Dalton joined our company as Senior Vice President and Chief Financial
Officer on April 6, 1998.
(2) These amounts represent $3,704, $1,523 and $5,250 contributed by us in 1998,
1999, and 2000, respectively, to our 401(k) Plan on behalf of Mr. Sussna;
$24,000, $39,000 and $39,000 paid to Mr. Sussna in 1998, 1999 and 2000,
respectively, as an allowance for transportation costs and health related
benefits; $12,462, $18,000 and $19,500 paid to Mr. Dalton in 1998, 1999 and
2000, respectively, as an allowance for transportation costs and health
related benefits; $3,231, $12,000 and $12,000 paid to Mr. Englander in 1998,
1999 and 2000, respectively, as an allowance for transportation costs and
health related benefits; $2,854 and $2,060 contributed by us in 1999 to our
401(k) Plan on behalf of Mr. Dalton and Mr. Englander, respectively; $4,125
and $3,724 contributed by us in 2000 to our 401(k) on behalf of Mr. Dalton
and Mr. Englander, respectively.
(3) Mr. Englander joined our Company as Senior Vice President-Marketing on
August 10, 1998.
OPTION GRANTS AND EXERCISES
During 2000, 33,000 options were granted to our employees, however, we
granted no options to our Named Officers. Additionally, there were no option
exercises by our Named Officers in 2000.
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Shown below is information with respect to outstanding options held by our
Named Officers as of December 31, 2000. All options reflected in the chart below
were granted under our Option Plan and our Named Officer's employment agreement.
AGGREGATED 2000 YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS AT 12/31/00 OPTIONS AT 12/31/00
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (1)
---- ------------------------------- ---------------------------------
Alan F. Sussna.................... 366,667/383,333 $0/$0
Thomas M. Dalton.................. 133,333/66,667 $0/$0
Steven Englander.................. 15,000/30,000 $0/$0
---------------
(1) Based on closing price of $0.875 per share of Common Stock on December 29,
2000, as reported by the American Stock Exchange.
PERFORMANCE GRAPH
The graph below compares our cumulative stockholder return on our common
stock since December 31, 1995 with the CRSP Total Return Index for the Nasdaq
Stock Market (U.S. Companies) and a composite peer group of Hormel Foods Corp.,
Smithfield Foods Inc., Thorn Apple Valley Inc. and Bridgford Foods Corp.
Since December 31, 1997, our Common Stock has been principally traded on
the American Stock Exchange ("AMEX") under the symbol "ABR."
ATLANTIC PREMIUM BRANDS, NASDAQ STOCK MARKET
LTD. (US) COMPSITE PEER GROUP
------------------------ ------------------- -------------------
12/31/95 100.000 100.000 100.000
12/31/96 231.250 123.027 111.575
12/31/97 300.000 150.682 153.809
12/31/98 150.000 212.459 154.822
12/31/99 160.000 394.821 162.690
12/31/00 70.000 237.368 172.648
This graph is not deemed to be "soliciting material" or to be filed with
the SEC or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Act of 1934 (the "1934 Act"), and the graph shall not be
deemed to be incorporated by reference into any prior or subsequent filing by us
under the Securities Act of 1933 (the "1933 Act") or the 1934 Act.
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EMPLOYMENT AGREEMENTS
Effective October 1, 2000, we entered into an employment agreement with Mr.
Elfman, pursuant to which Mr. Elfman serves as our Chairman. The initial term of
the employment agreement is for one year and seven months and may be extended
for additional one year periods commencing May 1, 2002 unless and until
terminated by written notice given by either party to the other three months
prior to each applicable termination date. The employment agreement provides
that we will pay Mr. Elfman a signing bonus of $42,500 upon execution of the
employment agreement and a salary of $115,000 per year during the initial term.
The salary shall increase 5% at the end of the initial term if the employment
agreement is not sooner terminated. If Mr. Elfman's employment with us is
terminated prior to the end of the initial term of the employment agreement, we
are obligated to continue paying the salary to Mr. Elfman for the remainder of
the initial term regardless of the reason for such termination.
Effective March 15, 1996, we entered into an employment agreement with Mr.
Sussna, pursuant to which Mr. Sussna serves as our Chief Executive Officer and
President. The initial term of the employment agreement was for five years,
which extends for additional one year periods commencing March 15, 2001 unless
and until terminated by written notice given by either party to the other six
months prior to each applicable termination date. Mr. Sussna's employment
agreement was renewed in 2001 and it is currently in effect until March 15,
2002. The employment agreement provides that we will pay Mr. Sussna base
compensation of $230,000 in the first year of the employment agreement and
$200,000 per year thereafter, subject to normal cost of living increases, as
well as those increases permitted by our Compensation Committee. The base
compensation was raised to $300,000 per year in April 1997, $338,250 in 1999 and
$355,163 in 2000. Mr. Sussna will also receive an annual bonus of up to 50% of
his base salary, based on our actual cash flow and management objectives.
Pursuant to his employment agreement, Mr. Sussna received options to purchase
250,000 shares of our common stock at an exercise price of $1.50 per share,
which options vest in five equal installments on the first through fifth
anniversaries of the effective date of the employment agreement, subject to
acceleration upon the satisfaction of certain conditions set forth in the
employment agreement. In 1998, our Compensation Committee granted Mr. Sussna
options to purchase an additional 500,000 shares of Common Stock at an exercise
price of $2.75 per share, 250,000 of which options vest in three equal
installments on the first through third anniversaries of the date of the grant,
while the vesting of the remaining 250,000 options depends upon our stock price
achieving certain levels. In 2000, Mr. Sussna received no options to purchase
shares of our common stock.
Effective April 6, 1998, we entered into an employment agreement with Mr.
Dalton, pursuant to which Mr. Dalton serves as our Senior Vice President and
Chief Financial Officer. In March 2001, Mr. Dalton was elected to the additional
position of Chief Operating Officer. The initial term of the employment
agreement was for three years and could be extended for additional one year
periods commencing April 6, 2001 unless and until terminated by written notice
given by either party to the other six months prior to each applicable
termination date. Mr. Dalton's employment agreement was renewed in 2001 and it
is currently in effect until April 6, 2002. The employment agreement provides
that we pay Mr. Dalton base compensation of $150,000 in the first year of the
employment agreement, subject to normal cost of living increases, as well as
those increases permitted by our Compensation Committee. In 1999, Mr. Daltons's
base compensation was increased to $165,000 per year and he became eligible for
an annual bonus of up to 40% of his base salary. In 2000, Mr. Dalton's base
salary was increased to $173,250 per year. Pursuant to his employment agreement,
Mr. Dalton received options to purchase 75,000 shares of our common stock at an
exercise price of $3.375 per share which options vest in three equal
installments on the first through third anniversaries of the date of grant,
subject to acceleration upon the satisfaction of certain conditions set forth in
Mr. Dalton's employment agreement. In 1999, our Compensation Committee also
granted Mr. Dalton options to purchase an additional 125,000 shares of our
common stock at an exercise price of $2.75 per share, which vest in three equal
installments on each of July 23, 1999, 2000 and 2001, subject to acceleration
upon the satisfaction of certain conditions set forth in Mr. Dalton's employment
agreement. In 2001, our Compensation Committee granted Mr. Dalton options to
purchase 120,000 shares of our common stock at an exercise price of $1.33, all
of which were immediately exercisable.
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Effective August 10, 1998 we entered into an employment agreement with Mr.
Englander, pursuant to which Mr. Englander serves as our Senior Vice
President -- Marketing. The employment agreement may be terminated by Mr.
Englander or us at any time, subject in some circumstances to our obligation to
pay Mr. Englander's compensation for a period of up to six months after the
termination, which period depends upon the reason for the termination and the
duration of Mr. Englander's employment with us prior to termination. The
employment agreement provides that we will pay Mr. Englander base compensation
of $107,000 per year during his employment with us, subject to normal cost of
living increases. In 2000, Mr. Englander's base salary was increased to
$112,349. Mr. Englander will also receive an annual bonus of up to 30% of his
base salary, 50% of which will be based on our overall performance and 50% of
which will be based upon management objectives described by our Chief Executive
Officer on an annual basis. Pursuant to his employment agreement, Mr. Englander
received options to purchase 45,000 shares of our Common Stock, 15,000 of which
have an exercise price of $2.875 per share and vest in three equal installments
on the first through third anniversaries of the date of the employment
agreement, 15,000 of which have an exercise price of $3.31 per share (the
average closing price of the ten trading days preceding August 10, 1999) and
vest in three equal installments on the second through fourth anniversaries of
the date of the Employment Agreement, and 15,000 of which have an exercise price
of $2.3191 per share (the average closing price of the ten trading days
preceding August 10, 2000) and vest in three equal installments on the third
through fifth anniversaries of the date of the employment agreement.
The employment agreements for Mr. Sussna and Mr. Dalton provide for certain
separation benefits. These provisions provide that if the executive's employment
is terminated either (1) by us without cause, or (2) by the executive due to a
reduction in responsibility without his consent, a reduction in his base salary,
relocation of his office from Chicago, Illinois, our failure to comply with the
terms of the employment agreement, or certain changes of control of our Company,
then the executive will receive one-half or the full amount (depending upon
whether the termination occurs before or after the second anniversary of the
effective date of the executive's employment) of the executive's base salary,
the annual bonus to which the executive would have been entitled but for the
termination, and continued employee benefits for the maximum period permitted by
law. These separation benefits are also triggered if the aggregate beneficial
ownership of the following individuals is reduced to less than 15% of the number
of shares of common stock outstanding: Douglas L. Becker, Eric D. Becker,
Merrick M. Elfman, Bruce L. Goldman, Rudolf Christopher Hoehn-Saric and Steven
M. Taslitz, as well as their spouses and dependent children or trusts
established for their benefit.
The employment agreements for Mr. Elfman, Mr. Sussna, Mr. Dalton and Mr.
Englander also contain certain non-competition and confidentiality provisions
pursuant to which they agree not to compete with our Company for a period of two
years (three years in the case of Mr. Sussna) following termination of their
employment with us, nor will they solicit for employment any director,
stockholder or certain employees of our Company during such period. The
employment agreements also provide that Mr. Elfman, Mr. Sussna, Mr. Dalton and
Mr. Englander will not disclose any confidential information concerning our
company and our business to any other person or entity except as may be required
by law.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Our Board of Directors and our Compensation Committee have furnished the
following report on our policies with respect to the compensation of our
executive officers. The report is not deemed to be "soliciting material" or to
be "filed" with the SEC or subject to the SEC's proxy rules or to the
liabilities of Section 18 of the 1934 Act, and the report shall not be deemed to
be incorporated by reference into any prior or subsequent filing by us under the
1933 Act or the 1934 Act.
Our Board of Directors established our Compensation Committee at the end of
1993, and our Compensation Committee will determine and act upon compensation
decisions as described below in 2001 and future years. Decisions on compensation
of our executive officers generally will be made by our Compensation Committee
of the Board of Directors. No member of our Compensation Committee is an
employee of our company. Since April 1998, our Compensation Committee has
consisted of Mr. Fleming, Mr. Jordan and Mr. Miller. All decisions by our
Compensation Committee relating to the compensation of our executive officers
will be reviewed by our full Board of Directors.
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COMPENSATION POLICIES TOWARD NAMED OFFICERS AND EXECUTIVE OFFICERS
Our executive compensation policies are intended to provide competitive
levels of compensation that reflect our annual and long-term performance goals,
reward superior corporate performance and assist us in attracting and retaining
qualified executives. Total compensation for our executive officers is comprised
of three principal components: base salary, annual incentive compensation and
grants of options to purchase our common stock. The base salaries, if not fixed
by contract, are set at levels which our Compensation Committee believe are
comparable to those of executives of similar status in the food industry. In
addition to base salary, each senior executive may be eligible to receive an
annual bonus tied to our success in achieving certain annual performance
measures, as well as individual performance. Our Board of Directors and
Compensation Committee also believe that longer-term incentives are appropriate
to motivate and retain key personnel and that stock ownership by management is
beneficial in aligning management's and stockholders' interests in the
enhancement of stockholder value. Accordingly, our Compensation Committee
intends to consider annual grants of stock options to certain of our executive
officers and other eligible persons under our option plan.
The following describes in more specific terms the three elements of our
executive officers' compensation in 2000:
Base Salary. The base salaries for Mr. Elfman, Mr. Sussna, Mr. Dalton and
Mr. Englander are fixed by contract. Our Compensation Committee may also
consider discretionary adjustments for those executive officers under contract.
In 2000, the base salaries for Mr. Sussna, Mr. Dalton and Mr. Englander were
adjusted.
Annual Incentive Bonus. Annual incentive bonuses are primarily based upon
the achievement of measurable pre-tax earnings performance goals established at
the beginning of the fiscal year. With respect to Mr. Sussna, we are to pay Mr.
Sussna an annual bonus of up to 50% of his base salary, based on our actual cash
flow and management objectives. Mr. Dalton's bonus of up to 40% of base salary
is also based on our actual cash flow and management objectives. Mr. Englander's
bonus of up to 30% of base salary is based 50% on our overall performance and
50% on management objectives described by our Chief Executive Officer on an
annual basis. Our Compensation Committee may also consider discretionary bonuses
for those executive officers under contract. Mr. Elfman's Employment Agreement
does not provide for such an annual incentive bonus.
Long-Term Stock Option Incentives. Stock options provide executives with
the opportunity to buy an equity interest in our Company and to share in the
appreciation of the value of our common stock. Stock options are granted at the
fair market value price of our common stock on the date of grant, are subject to
vesting over time and only have future value for our executive officers if the
stock price appreciates from the date of grant. All options have terms of ten
years from the date of grant. Factors influencing stock option grants to our
executive officers include performance of our Company, relative levels of
responsibility, contributions to the businesses of our company and
competitiveness with other growth oriented companies. Stock options granted to
our executive officers and other management employees are approved by our
Compensation Committee. In 2000, Mr. Sussna, Mr. Dalton and Mr. Englander were
not granted any options and Mr. Elfman was not granted any options other than
the option to purchase 10,000 shares granted on January 1, 2000 to non-employee
directors prior to Mr. Elfman entering into his employment agreement with us.
Other Compensation Plans. We maintain a defined contribution plan (the
"401(k) Plan") which is intended to satisfy the tax qualification requirements
of Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). Our executive officers are eligible to participate in the
401(k) Plan and are permitted to contribute up to the maximum percentage
allowable not to exceed the limits of Code Sections 401(k), 404 and 415 (i.e.,
$10,000 in 2000). All amounts deferred under the 401(k) Plan's salary reduction
feature by a participant vest immediately in the participant's account while
contributions made by us vest over a six year period in the participant's
account. We will make a matching contribution to the 401(k) Plan equal to 50% of
each participant's contribution, up to a maximum of 6% of the participant's
salary. We may make additional discretionary contributions.
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Benefits. Benefits offered to our executive officers are largely those that
are offered to our general employee population, such as group health and life
insurance coverage and participation in the 401(k) Plan. Benefits are not tied
directly to corporate performance.
Our Compensation Committee believes that our executive compensation
policies and programs serve the interests of our Company and our stockholders.
Total compensation to our executive officers is linked to our performance.
Submitted by the Members of the Compensation Committee:
Brian Fleming
G. Cook Jordan, Jr.
John A. Miller
AUDIT MATTERS
We engaged the firm of KPMG LLP as our independent public accountants for
2000 and 2001. It is expected that a representative from this firm will be
present at the Annual Meeting, and will be available to respond to appropriate
questions from the stockholders if the need arises, or make a statement if the
representative desires to do so.
AUDIT FEES
The aggregate fees we incurred with KPMG LLP for professional services
rendered for the annual audit and for the review of our quarterly reports on
Form 10-Q for the fiscal year 2000 totaled $131,800.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
KPMG LLP did not render any professional services to us for fiscal year
2000 in connection with financial information systems design or implementation,
the operation of our information systems or the management of our local area
network.
ALL OTHER FEES
The aggregate fees we incurred with KPMG LLP for all other non-audit
services during fiscal year 2000 totaled $71,095, which included fees for work
performed in connection with a change in accounting principle, a new management
agreement, a new debt agreement and tax services. The Audit Committee has
determined that the non-audit services performed by KPMG LLP are compatible with
maintaining KPMG LLP's independence.
AUDIT COMMITTEE REPORT
Our Audit Committee is comprised of three independent directors and
operates under a written charter adopted by our Board of Directors and attached
to this Proxy Statement as Exhibit A. The members of our Audit Committee are
John T. Hanes, G. Cook Jordan, Jr. and John A. Miller.
Our Committee recommends to our Board of Directors the selection of our
independent public accountants. Our Committee also provides assistance to the
members of our Board of Directors in fulfilling their oversight functions over
our financial statements. It is not the duty of our Committee, however, to plan
or conduct audits or to determine that our financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
The responsibility to plan and conduct audits is that of our independent public
accountants. Our management has the responsibility to determine that our
financial statements are complete and accurate and in accordance with generally
accepted accounting principles.
Our Committee has received reports and met and held discussions with the
management and the independent accountants. Our Committee has also discussed
with the independent accountants matters required to be discussed by Statement
on Auditing Standards No. 61. Our independent public accountants
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also provided to our Committee the written report, disclosure and letter
required by the Independent Standards Board Standard No. 1. Our Committee
discussed with the independent public accountants these materials and the firm's
independence from us.
Based on our Committee's discussion with, and review of the reports from,
management and our independent public accountants and our Committee's reliance
on the representation of management that our audited consolidated financial
statements were prepared in accordance with generally accepted principles, our
Committee recommends that our Board of Directors include the audited
consolidated financial statements in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, filed with the Securities and Exchange
Commission.
Submitted by the Members of the Audit Committee:
John T. Hanes
G. Cook Jordan, Jr.
John A. Miller
The above Audit Committee Report is not deemed to be "soliciting material"
or to be "filed" with the SEC or subject to the SEC's proxy rules or to the
liabilities of Section 18 of the 1934 Act, and the report shall not be deemed to
be incorporated by reference into any prior or subsequent filing by us under the
1933 Act or the 1934 Act.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires our officers, directors and certain
beneficial holders of our common stock to file reports about their beneficial
ownership of our common stock. Specific due dates for these reports have been
established and we are required to disclose in this Proxy Statement any failure
to file by these dates during 2000. All of these filing requirements were
satisfied. In making these disclosures, we have relied solely upon written
representations of our directors and executive officers and copies of the
reports they filed with the SEC.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
On October 1, 2000, we entered into a management agreement with Sterling
Advisors pursuant to which Sterling Advisors was to provide us with management
and advisory services, including assisting our executives in making management,
financial and strategic decisions, during the initial term ending April 30,
2002. Messrs. Douglas Becker (a 5% beneficial owner of our common stock), Eric
Becker (a director and 5% beneficial owner), Rudolph Christopher Hoehn-Saric (a
5% beneficial owner), and Steven Taslitz (a director and 5% beneficial owner)
own Sterling Advisors. During the initial term of the management agreement, we
were to pay Sterling Advisors a consulting fee of $36,000 per month.
Additionally, we were to pay $200,000 to Sterling Advisors on the date of
execution of the management agreement. The management agreement also contains
certain non-competition and confidentiality provisions pursuant to which
Sterling Advisors agrees not to compete with us or disclose any confidential
information for a period of two years following termination of the agreement,
nor will it solicit for employment any director, stockholder or certain
employees of our company during such period. In connection with the April 2001
restructuring of our senior subordinated debt to Banc One Capital Partners,
described in Management's Discussion and Analysis of Financial Condition and
Results of Operations in the accompanying annual report to stockholders for the
year ended December 31, 2000, this management agreement was terminated and all
amounts payable thereunder were waived.
Also in connection with the April 2001 restructuring of our senior
subordinated debt to Banc One Capital Partners, Sterling BOCP, LLC purchased a
10% interest in the senior subordinated debt from Banc One Capital Partners,
including a corresponding 10% interest in the warrants with a put option which
were issued in connection with the senior subordinated debt. These warrants with
a put option are described in the "Liquidity and Capital Resources" section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Sterling BOCP is owned by Messrs. Douglas Becker (a 5% beneficial
owner), Eric Becker (a
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director and 5% beneficial owner), Merrick Elfman (an executive officer,
director and 5% beneficial owner), Bruce Goldman (a 5% beneficial owner), John
Miller (a director) and Steven Taslitz (a director and 5% beneficial owner.)
Our company, Sterling Group and Messrs. Eric Becker, Steven Taslitz,
Douglas Becker and Christopher Hoehn-Saric entered into a non-compete and
non-disclosure agreement containing certain non-competition and confidentiality
provisions pursuant to which Sterling Group and Messrs. E. Becker, Taslitz, D.
Becker and Hoehn-Saric agreed not to compete with us for a period ending one
year after Sterling Group's consulting relationship with us is terminated, nor
will they solicit for employment any director, stockholder or certain employees
of our company during such period. This agreement also provides that neither
Sterling Group nor these individuals will disclose any confidential information
concerning us and our business to any other person or entity except as may be
required by law.
STOCKHOLDER PROPOSALS
All stockholder proposals intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by us no later than March 1, 2002 and
must otherwise comply with rules of the Securities and Exchange Commission for
inclusion in our proxy statement and form of proxy relating to the meeting. If a
stockholder wishes to present a proposal before the 2002 Annual Meeting of
Stockholders, but does not wish to have the proposal considered for inclusion in
our proxy statement and form of proxy relating to the meeting, then the proposal
must be received by us no later than May 15, 2002.
OTHER MATTERS
We know of no other matters to be presented for action at the Annual
Meeting other than those mentioned above. However, if any other matters should
properly come before the meeting, it is intended that the persons named in the
accompanying proxy card will vote on such matters in accordance with their best
judgment.
A COPY OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000 ACCOMPANIES THIS PROXY STATEMENT. STOCKHOLDERS MAY OBTAIN,
FREE OF CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE SAME YEAR BY
WRITING TO ATLANTIC PREMIUM BRANDS, LTD., ATTENTION: TOM WIPPMAN, SECRETARY, 650
DUNDEE ROAD, SUITE 370, NORTHBROOK, ILLINOIS 60062.
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EXHIBIT A
ATLANTIC PREMIUM BRANDS, LTD.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. In so doing, it shall
be the responsibility of the Committee to maintain free and open means of
communication between the members of the Board, the Company's independent
public accountants who audit the Company's financial statements (the
"AUDITORS"), and the Company's financial management. The Board shall have
the ultimate authority and responsibility, based upon recommendations from
the Committee, to select, and where appropriate, replace the Auditors, who
are ultimately accountable to the Board of Directors and the Committee.
While the Committee has the functions set forth in this Charter, it is not
the duty of the Committee to plan or conduct audits or to determine that
the Company's financial statements are complete and accurate or are in
accordance with generally accepted accounting principles. The
responsibility to plan and conduct audits is that of the Company's
independent accountants. The Company's management has the responsibility to
determine that the Company's financial statements are complete and accurate
and in accordance with generally accepted accounting principles. Nor is it
the duty of the Committee to assure the Company's compliance with laws and
regulations. The primary responsibility for these matters also rests with
the Company's management.
II. Audit Committee Composition and Meetings
The Committee shall be comprised of three directors as determined by the
Board. Committee members shall meet the requirements of the American Stock
Exchange.
If a Committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.
The Committee shall hold such regular meetings as may be necessary and such
special meetings as may be called by the Chair of the Committee or at the
request of the Auditors or management. The Committee Chair shall prepare
and/or approve an agenda in advance of each meeting. The Committee should
meet privately in executive session at least annually with management, the
Auditors, and as a committee to discuss any matters that the Committee or
each of these groups believe should be discussed privately. In addition,
the Committee should communicate with management and the Auditors quarterly
to review the Company's financial statements and significant findings based
upon the Auditor's limited review procedures. The Chair of the Committee
may represent the entire Committee for purposes of this review.
III. Audit Committee Responsibilities and Duties
Review Procedures
1. Assist the Board of Directors of the Company in fulfilling its oversight
functions with respect to the quality, integrity and annual independent
audit of the Company's financial statements.
2. Review and reassess the adequacy of this Charter at least annually.
Submit the Charter to the Board of Directors for approval and have the
document published at least every three years in accordance with SEC
regulations.
A-1
18
3. Review the Company's annual audited financial statements prior to filing
with the SEC. This review should include discussion with management and
the Auditors of significant issues regarding accounting principles,
practices, and judgments.
4. Review with financial management and the Auditors the Company's quarterly
financial results prior to the release of earnings and/or the Company's
quarterly financial statements prior to filing or distribution. Discuss
any significant changes to the Company's accounting principles and any
items required to be communicated by the Auditors in accordance with
Statement of Accounting Standards No. 61. The Chair of the Committee may
represent the entire Committee for purposes of this review.
Independent Auditors
5. The Committee shall review the independence and performance of the
Auditors and annually recommend to the Board of Directors the appointment
of the Auditors or approve any discharge of the Auditors when
circumstances warrant.
6. Approve the fees and other significant compensation to be paid to the
Auditors.
7. On an annual basis, the Committee should review and discuss with the
Auditors all significant relationships they have with the Company that
could impair the Auditors' independence. The Committee shall receive from
the Auditors a formal written statement delineating all relationships
between the Auditors and the Company.
8. Review the Auditors' audit plan - discuss scope, staffing, locations,
reliance upon management, and internal audit and general audit approach.
9. Discuss with the Auditors their judgments about the quality of the
Company's accounting principles and financial disclosure practices used
or proposed and the appropriateness of significant management judgments.
10. Review any significant disagreements between financial management and the
Auditors in connection with the preparation of the Company's financial
statements.
11. Review with the Auditors and financial management the extent to which
changes or improvements in financial or accounting practices, as approved
by the Committee, have been implemented.
12. Provide an open avenue of communication among the Auditors, management
and the Board of Directors.
Other Audit Committee Responsibilities.
13. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission. The report should be included in the Company's
annual proxy statement.
14. Perform any other activities consistent with this Charter, the Company's
by-laws, and governing law, as the Committee or the Board deems necessary
or appropriate.
15. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
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19
[FRONT SIDE OF PROXY CARD]
PROXY ATLANTIC PREMIUM BRANDS, LTD. PROXY
NORTHBROOK, ILLINOIS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of the Common Stock of Atlantic Premium Brands, Ltd.
(the "Corporation") acknowledges receipt of the Proxy Statement and Notice of
Annual Meeting of Stockholders, dated June 29, 2001, hereby constitutes and
appoints Thomas M. Dalton, John A. Miller and Tom D. Wippman, and each of them
acting singly in the absence of the other, as Proxies and with full power of
substitution, and hereby authorize(s) them to represent and to vote, as
designated below, all of the shares of Common Stock of the Corporation held of
record by the undersigned on June 15, 2001, at the Annual Meeting of
Stockholders to be held at 10:00 a.m. local time on August 1, 2001, or at any
adjournment(s) thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL ONE, AND, IF OTHER
BUSINESS IS PRESENTED AT THE MEETING, IN ACCORDANCE WITH THE BEST JUDGMENT OF
THE PROXIES ON THOSE MATTERS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Continued and to be signed on reverse side.)
20
[BACK SIDE OF PROXY CARD]
The Board of Directors Unanimously Recommends a Vote FOR Each of the
Following Proposals
1. ELECTION OF THREE (3) DIRECTORS FOR A THREE-YEAR TERM.
CLASS II (to serve until the 2004 annual meeting of stockholders)
NOMINEES:
01 Merrick M. Elfman 02 John T. Hanes
03 Steven M. Taslitz
FOR ALL ___________ WITHHOLD ALL __________
FOR ALL EXCEPT* ___________________________
(*Except Nominees Written Above.)
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment(s) thereof.
Dated: ______________, 2001
__________________________________
__________________________________
__________________________________
Signature(s)
Please sign exactly as your name appears on this form. When shares are held in
more than one name, each joint owner should sign. When signing as an 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.
FOLD AND DETACH HERE
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.