[graphic]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 5, 2002
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held on
Tuesday, February 5, 2002 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton,
Route 70 and Cuthbert Road, Cherry Hill, New Jersey 08034 for the following
purposes:
1. To elect one director; and
2. To consider and act upon such other matters as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed December 3, 2001 as the record date for the
determination of shareholders entitled to vote at the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED, STAMPED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
DENNIS G. MOORE,
Secretary
December 20, 2001
[graphic]
6000 Central Highway
Pennsauken, New Jersey 08109
--------------------
PROXY STATEMENT
--------------------
The enclosed proxy is solicited by and on behalf of J & J Snack Foods Corp.
("J & J") for use at the Annual Meeting of Shareholders to be held on Tuesday,
February 5, 2002 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton, Route 70
and Cuthbert Road, Cherry Hill, New Jersey 08034 and at any postponement or
adjournment thereof. The approximate date on which this Proxy Statement and
the accompanying form of proxy will first be sent or given to shareholders is
December 20, 2001. Sending a signed proxy will not affect the shareholder's
right to attend the Annual Meeting and vote in person since the proxy is
revocable. The grant of a later proxy revokes this proxy. The presence at the
meeting of a shareholder who has given a proxy does not revoke the proxy
unless the shareholder files written notice of the revocation with the
secretary of the meeting prior to the voting of proxy or votes the shares
subject to the proxy by written ballot.
The expense of the proxy solicitation will be borne by J & J. In addition to
solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype by directors, officers or employees of J & J without
additional compensation. J & J is required to pay the reasonable expenses
incurred by record holders of the common stock, no par value per share, of J &
J (the "Common Stock") who are brokers, dealers, banks or voting trustees, or
other nominees, for mailing proxy material and annual shareholder reports to
any beneficial owners of Common Stock they hold of record, upon request of
such record holders.
A form of proxy is enclosed. If properly executed and received in time for
voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Common Stock for the election of the nominees for director.
The enclosed proxy confers discretionary authority to vote with respect to
any and all of the following matters that may come before the meeting: (i)
matters which J & J does not know about a reasonable time before the proxy
solicitation, and are presented at the meeting; (ii) approval of the minutes
of a prior meeting of shareholders, if such approval does not amount to
ratification of the action taken at the meeting; (iii) the election of any
person to any office for which a bona fide nominee is unable to serve or for
good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed
form of proxy will vote in accordance with their best judgment.
J & J had 8,650,458 shares of Common Stock outstanding at the close of
business on December 3, 2001 the record date. The presence, in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on a particular matter constitutes a
quorum for the purpose of considering such matter. Each share of Common Stock is
entitled to one vote on each matter which may be brought before the Meeting. The
election of directors will be determined by a plurality vote and the nominee
receiving the most "for" votes will be elected. Approval of any other proposal
will require the affirmative vote of a majority of the shares cast on the
proposal. An abstention, withholding of authority to vote for or broker
non-vote, therefore, will not have the same legal effect as an "against" vote
and will not be counted in
1
determining whether the proposal has received the required shareholder vote.
Shareholders do not have approval or dissenter rights with respect to election
of Directors.
ELECTION OF DIRECTOR
INFORMATION CONCERNING NOMINEE FOR ELECTION TO BOARD
One (1) director is expected to be elected at the Annual Meeting to serve on
the Board of Directors of J & J until the expiration of his term as indicated
below and until his successor is elected and has qualified.
The following table sets forth information concerning J & J's nominee for
election to the Board of Directors. If the nominee becomes unable or for good
cause will not serve, the persons named in the enclosed form of proxy will
vote in accordance with their best judgment for the election of such
substitute nominee as shall be designated by the Board of Directors. The Board
of Directors of J & J expects the nominee to be willing and able to serve.
Year of
Expiration of
Name Age Position Term as Director
-----------------------------------------------------------------------------------------------------------------------------------
Dennis G. Moore 46 Senior Vice President, Chief Financial Officer, 2007
Secretary, Treasurer And Director
INFORMATION CONCERNING CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
Year of
Expiration of
Name Age Position Term as Director
-----------------------------------------------------------------------------------------------------------------------------------
Stephen N. Frankel 60 Director 2003
Leonard M. Lodish 58 Director 2004
Robert M. Radano 52 Senior Vice President, Chief Operating Officer and 2006
Director
Gerald B. Shreiber 60 Chairman, Chief Executive Officer, President and 2005
Director
Peter G. Stanley 59 Director 2006
Daniel Fachner 41 President, The ICEE Company --
Gerald B. Shreiber is the founder of J & J and has served as its Chairman of
the Board, President, and Chief Executive Officer since its inception in 1971.
Stephen N. Frankel became a director in 1983. Since 1976 he has been the
President and sole shareholder of Stephen N. Frankel Realtor, Inc. which is
engaged in commercial and industrial real estate in the South Jersey area.
Leonard M. Lodish became a director in 1992. He is Samuel R. Harrell
Professor in the Marketing Department and Vice Dean, Wharton West of The
Wharton School at the University of Pennsylvania where he has been a professor
since 1968. He is a Director of Franklin Electronic Publishing, Inc.(maker of
portable electronic reference works) and Information Resources, Inc.
(marketing data and marketing research).
Dennis G. Moore joined J & J in 1984, and has served in various capacities
since that time. He was named Chief Financial Officer in 1992 and was elected
to the Board of Directors in 1995.
Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief
Operating Officer of the Company. Prior to becoming Chief Operating Officer,
he was Senior Vice President, Sales responsible for national foodservice sales
of J & J. He was elected to the Board of Directors in 1996.
2
Peter G. Stanley became a director in 1983. From September 1996 to November
1999, Mr. Stanley was a self-employed business consultant. Since November 1999
he is the Vice President of Emerging Growth Equities, Ltd., an investment
banking firm.
Daniel Fachner has been an employee of The ICEE Company since 1979. Prior to
becoming President of The ICEE Company in August 1997, he had various
operational responsibilities.
Board of Directors, Committees and Attendance at Meetings
The Board of Directors held 4 meetings during fiscal 2001. Each director
attended at least 75 percent of the meetings of the Board and committees of
which he was a member during fiscal 2001.
The Board of Directors has appointed a Compensation Committee consisting of
Messrs. Frankel, Lodish and Stanley to fix the compensation of the chief
executive officer. The Compensation Committee also administers the Company's
Stock Option Plan. The Board of Directors also has appointed an Audit
Committee consisting of Messrs. Frankel, Lodish and Stanley to, among other
things, review the reports submitted by J & J's independent accountants and
internal auditor and for reporting to the Board on the Company's significant
audit and accounting principles, practices and policies relating to the
Company. The Audit Committee also recommends to the Board the selection of the
Company's independent public accountants. During fiscal 2001, the Compensation
Committee held one meeting and the Audit Committee held two meetings.
The Board of Directors has not appointed a standing Nominating Committee.
Director Compensation
Each director of the Company who is not also an employee receives an annual
fee of $3,000 and a fee of $1,000 for each meeting of the Board or committee
meeting attended, plus reimbursement of expenses incurred in attending
meetings. Additionally, pursuant to the terms of the Company's Nonstatutory
Stock Option Plan for Non-employee Directors and Chief Executive Officer, each
Director is annually granted an option to purchase 3,000 shares of Common
Stock and the Chief Executive Officer is granted an option to purchase 25,000
shares of Common Stock at an exercise price equal to the Common Stock's fair
market value on May 1 each year which will first be exercisable one year
later.
Each director who is not also an executive officer of the Company is
entitled annually to deferred compensation of 500 shares of the Company's
common stock under a Deferred Stock Plan. The stock will be issued to the
director on the date the director leaves the Board.
3
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company for services
rendered in all capacities for fiscal 2001, 2000 and 1999:
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------- ------------ All Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
--------------------------- ---- ------ ----- ------- ---------------------------
Gerald B. Shreiber 2001 $500,000 $330,000 25,000 $6,000
Chairman of the Board, 2000 $510,000 $300,000 25,000 $5,000
President, Chief Executive 1999 $450,000 $420,000 25,000 $4,000
Officer and Director
Robert M. Radano 2001 $221,000 $100,000 4,716 $6,000
Chief Operating Officer, 2000 $204,000 $100,000 6,000 $5,000
Senior Vice President, 1999 $197,000 $134,000 4,371 $4,000
Sales and Director
Dennis G. Moore 2001 $244,000 $120,000 4,716 $6,000
Senior Vice President, 2000 $238,000 $100,000 7,000 $5,000
Chief Financial Officer 1999 $219,000 $115,000 4,371 $4,000
and Director
Daniel Fachner 2001 $225,000 $150,000 4,716 $6,000
President 2000 $224,000 $125,000 6,000 $4,000
The ICEE Company 1999 $196,000 $200,000 4,371 $4,000
------------------------
(1) 401(K) Profit Sharing Plan Contribution.
4
Option Grants
The following table sets forth certain information concerning stock options
granted during fiscal 2001 to the Chief Executive Officer and to each of the
three other most highly compensated executive officers of the Company.
Option Grants in Last Fiscal Year
Potential
Realization
Values at Assumed
Annual Rates of
Stock
Price Appreciation
for
Individual Grants Option Term
----------------------------------------------------------------------------------------------------------- -------------------
% of Total
Options Granted
Options to Employees Exercise Expiration
Name Granted in Fiscal Year Price Date 5% 10%
-----------------------------------------------------------------------------------------------------------------------------------
Gerald B. Shreiber ................................. 25,000(1) 12% $20.60 4/30/11 $324,000 $821,000
Robert M. Radano ................................... 4,716(2) 2% $21.20 8/6/11 $ 63,000 $159,000
Dennis G. Moore .................................... 4,716(2) 2% $21.20 8/6/11 $ 63,000 $159,000
Daniel Fachner ..................................... 4,716(2) 2% $21.20 8/6/11 $ 63,000 $159,000
------------------------
(1) All options granted are first exercisable on 5/1/02
(2) All options granted are first exercisable on 8/7/04
Option Exercises and Holdings
The following table summarizes exercises of stock options during fiscal year
2001 by the Chief Executive Officer and highly compensated executives and the
number of unexercised options and the value of unexercised options held at the
end of fiscal year 2001.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
-----------------------------------------------------------------------------------------------------------------------------------
Gerald B. Shreiber ................................. 25,000 $119,000 225,000/25,000 $ 1,080,000/$0
Robert M. Radano ................................... 12,000 $ 87,000 6,349/15,087 $19,000/$36,000
Dennis G. Moore .................................... 9,000 $ 95,000 13,349/16,087 $70,000/$42,000
Daniel Fachner ..................................... 7,000 $ 79,000 12,349/15,087 $63,000/$36,000
5
Option Repricing
The following table sets forth information concerning repricings of options
held by executive officers of the Company during the last ten completed fiscal
years:
Ten-Year Option/SAR Repricings
Length of
Number of Original
Securities Market Price Exercise Option Term
Underlying of Stock at Price at Remaining at
Options/SARs Time of Time of New Date of
Repricing or Repricing or Repricing or Exercise Repriced or
Name Date Amended (#) Amendment ($) Amendment ($) Price ($) Amendment
-----------------------------------------------------------------------------------------------------------------------------------
Robert M. Radano 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior Vice President,
Chief Operating
Officer
Dennis G. Moore 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior V.P., Chief
Financial Officer,
Secretary/Treasurer
Daniel Fachner 8/l/96 5,000* $9.75 $12.375 $9.75 58 months
President,
The ICEE Company
------------------------
* Effective August 1, 1996, above referenced options to purchase shares of
Common Stock at an exercise price of $12.375 per share, granted on May 24,
1996, were canceled and replaced by options to purchase shares at an exercise
price of $9.75 per share.
401(k) Profit Sharing Plan
J & J maintains a 401(K) Profit Sharing Plan for the benefit of eligible
employees. J & J's contribution is based upon the individual employee's
contribution. During the fiscal year ended September 29, 2001 contributions in
the amount of $866,000 were made to the 401(K) Profit Sharing Plan.
Compensation Committee Report
The Compensation Committee of the Board of Directors is composed of
directors who are not employees of J & J and is responsible for developing and
making recommendations to the Board with respect to J & J's executive
compensation programs. In addition, the Compensation Committee, pursuant to
authority delegated by the Board, determines on an annual basis the
compensation to be paid to the Chief Executive Officer. The Compensation
Committee neither reviews nor approves the decisions of the Chief Executive
Officer with respect to the compensation of the other executive officers.
J & J's compensation is comprised of base salary, bonus, long term incentive
compensation in the form of stock options, and various benefits generally
available to all full-time employees of the Company, including participation
in group medical and life insurance plans and the 401(K) Profit Sharing Plan.
Base Salary
Base salary levels for J & J's executive officers are competitively set
relative to companies in the food industry. In obtaining competitive
information, the Company informally reviews newspaper and trade journal
reports and information gathered from discussion with others in the industry.
No formal survey is undertaken.
6
Bonuses
Annual performance standards for each executive officer's area of
responsibility are established by the Chief Executive Officer for other
executive officers. In some cases, bonuses are linked primarily to achieving
increases from the prior year's sales and/or earnings. In other cases, bonuses
reflect a more subjective view of an individual's performance.
While the bonus for Mr. Shreiber was not linked to any specific formula, the
Compensation Committee has established a guideline of 3% of Net Earnings. It
then considers whether this guideline should be adjusted by other factors.
Other factors considered include the long term aspect of the Company's
performance and year to year results. Among the items considered by the
Committee were J & J's Sales, Operating Income, Operating Income as a percent
of sales, Net Earnings, Earnings Per Share, Return on Equity and Stock Price.
These items were reviewed for the previous year and for a five year period.
The Committee reviewed and considered published reports about the compensation
levels of the 100 largest public companies in the Delaware Valley. The
Committee also considers matters which are likely to have a long term impact
on the Company but may not be reflected on the annual financial statements.
Stock Options
The Company uses the Stock Option Plan as its long-term incentive plan for
executive officers and key employees. The objectives of this Plan are to align
the long term interests of executive officers and shareholders by creating a
direct link between executive compensation and shareholder return and to
enable executives to develop and maintain a significant long term equity
interest in J & J. Options given to the Chief Executive Officer are fixed
according to a Nonstatutory Plan. Options given to other executive officers
are recommended by the Chief Executive Officer and approved by the
Compensation Committee. On August 7, 2001, options were awarded to various
employees at the then price of $21.20.
COMPENSATION COMMITTEE
STEPHEN N. FRANKEL
LEONARD M. LODISH
PETER G. STANLEY
7
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG J & J SNACK FOODS CORP.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P FOODS INDEX
[graphic]
*$100 INVESTED ON 9/30/1996 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
8
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 1, 2001 concerning
(i) each person or group known to J & J to be the beneficial owner of more
than 5% of Common Stock, (ii) each director and nominee for director of the
Company, (iii) each of the Company's four most highly compensated executive
officers for the 2001 fiscal year, and (iv) the beneficial ownership of Common
Stock by J & J's directors and all executive officers as a group. Except as
otherwise noted, each beneficial owner of the Common Stock listed below has
sole investment and voting power.
Shares
Name and Address Owned
of Beneficial Owner Beneficially (1) Percent of Class
--------------------------------------------------------------------------------
Directors, Nominees and Named Executive
Officers
Gerald B. Shreiber ...................... 2,493,226(2) 28%
6000 Central Highway
Pennsauken, NJ 08109
Stephen N. Frankel ...................... 83,230(3)(4) *
Leonard M. Lodish ....................... 38,000(5) *
Dennis G. Moore ......................... 42,817(6) *
Robert M. Radano ........................ 56,631(7) *
Peter G. Stanley ........................ 65,161(3)(8) *
Daniel Fachner .......................... 18,022(9) *
All executive officers and
directors as a group (7 persons) ....... 2,800,087(10) 31%
Five percent Shareholders
Dimensional Fund Advisors ............... 741,300 9%
1299 Ocean Avenue
Santa Monica, CA 90041
EQSF Advisers, Inc. ..................... 522,400 6%
767 Third Avenue
New York, NY 10017
Systematic Financial Management ......... 734,267 8%
2 Executive Drive
Fort Lee, NJ 07024
------------------------
* Less than 1%
9
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
include securities owned by or for the spouse, children or certain other
relatives of such person as well as other securities as to which the
person has or shares voting or investment power or has the right to
acquire within 60 days of Record Date. The same shares may be beneficially
owned by more than one person. Beneficial ownership may be disclaimed as
to certain of the securities.
(2) Includes 225,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Shreiber and exercisable within 60 days from the
date of this Proxy Statement, 68,949 shares held for the benefit of Mr.
Shreiber in J & J's 401(k) Plan and 47,000 shares owned by a charitable
foundation in which Mr. Shreiber has the right to vote and dispose of the
shares, and 1,000 shares held in trust by Mr. Shreiber for a niece.
(3) Includes 27,000 shares of Common Stock issuable upon the exercise of
options and exercisable within 60 days from the date of this Proxy
Statement and 2,500 shares issuable under the Deferred Stock Plan.
(4) Includes 160 shares owned as trustee for children, and 500 shares owned by
Mr. Frankel's spouse.
(5) Includes 34,000 shares of Common Stock issuable upon the exercise of
options granted to Dr. Lodish and exercisable within 60 days from the date
of this Proxy Statement and 2,500 shares issuable under the Deferred Stock
Plan.
(6) Includes 13,349 shares of Common Stock issuable upon the exercise of
options granted to Mr. Moore and exercisable within 60 days from the date
of this Proxy Statement and 1751 shares held for the benefit of Mr. Moore
in the Company's 401(k) Plan and 1,499 shares in the Company `s Stock
Purchase Plan.
(7) Includes 6,349 shares of Common Stock issuable upon the exercise of
options granted to Mr. Radano and exercisable within 60 days from the date
of this Proxy Statement and 1,870 shares in the Company's Stock Purchase
Plan.
(8) Includes 14,353 shares owned jointly with Mr. Stanley's spouse with shared
voting and investment power.
(9) Includes 12,349 shares of Common Stock issuable upon the exercise of
options granted to Mr. Fachner and exercisable within 60 days from the
date of this Proxy Statement and 735 shares held for the benefit of Mr.
Fachner in the Company's 401(k) Plan and 815 shares in the Company `s
Stock Purchase Plan.
(10) Includes 332,400 shares of Common Stock issuable upon the exercise of
options granted to executive officers and directors of J & J and
exercisable within 60 days from the date of this Proxy Statement and 7,500
issuable under the Deferred Stock Plan.
SHAREHOLDER PROPOSALS
Pursuant to the proxy rules under the Securities Exchange Act, the
Company's shareholders are notified that the deadline for providing the
Company timely notice of any shareholder proposal to be submitted outside of
the Rule 14a-8 process for consideration at the Company's 2002 Annual Meeting
of Shareholders (the "Meeting") will be October 8, 2001. As to all such
matters which the Company does not have notice on or prior to October 8, 2001,
discretionary authority shall be granted to the persons designated in the
Company's proxy related to the 2002 Meeting to vote on such proposal. This
procedure does not affect the Rule 14a-8 requirements applicable to inclusion
of shareholder proposals in the Company's proxy materials related to the 2001
Meeting. A shareholder proposal regarding the 2002 Meeting must be submitted
to the Company at its office located at 6000 Central Highway, Pennsauken, New
Jersey 08109, by August 18, 2001 to receive consideration for inclusion in the
Company's 2001 proxy materials. Any such proposal must also comply with the
proxy rules under the Securities Exchange Act, including Rule 14a-8.
10
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by regulation of the Securities and Exchange Commission to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten-percent beneficial owners
were complied with during fiscal 2001.
AUDIT COMMITTEE REPORT
In November, 2001 the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with its independent auditors, Grant Thornton LLP, regarding the
matters required by the Statement on Auditing Standards No. 61. As required by
Independence Standards Board Standard No. 1, "Independence discussion with
Audit Committees", the Audit Committee has discussed with and received the
required written disclosures and confirming letter from Grant Thornton LLP
regarding its independence and has discussed with Grant Thornton LLP its
independence. Based upon the review and discussions referred to above, the
Audit committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on form 10-K
for the year ended September 29, 2001.
This Audit Committee Report shall not be deemed incorporated by reference in
any document previously or subsequently filed with the Securities and Exchange
Commission that incorporates by reference all or any portion of this proxy
statement except to the extent that the Company specifically requests that the
report be specifically incorporated by reference.
The Audit Committee of the Board of Directors has selected Grant Thornton
LLP to be employed as J & J's independent certified public accountants to make
the annual audit and to report on, as may be required, the consolidated
financial statements which may be filed by J & J with the Securities and
Exchange Commission during the ensuing year.
A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting of Shareholders and to have the opportunity to make a
statement, if he or she desires to do so, and is expected to be available to
respond to appropriate questions.
The Board of Directors has adopted a written Charter of the Audit Committee.
All members of the Audit Committee are independent as that term is defined in
Rule 4200(a)(15) of the National Association of Securities Dealers listing
standards.
AUDIT COMMITTEE
PETER G. STANLEY
STEPHEN N. FRANKEL
LEONARD M. LODISH
11
AUDIT FEES AND RELATED MATTERS
Audit Fees
The Company was billed $168,000 for the audit of the Company's annual
financial statements for the fiscal year ended September 29, 2001 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q filed during fiscal 2001.
Financial Information Systems Design Implementation Fees
The Company was billed $-0- for the professional services described in
Paragraph (c)(4)(ii) of Rule 2-01 of the SEC's Regulation S-X (in general,
information technology services) rendered by the Company's principal
accountant during the fiscal year ended September 29, 2001.
All Other Fees
The Company was billed $174,800 for non-audit services (other than the non-
audit services described above) rendered by the Company's principal accountant
during the fiscal year ended September 29, 2001.
Other Matters
The Audit Committee of the Board of Directors has considered whether the
provision of information technology services and other non-audit services is
compatible with maintaining the independence of the Company's principal
accountant.
Of the time expended by the Company's principal accountant to audit the
Company's financial statements for the fiscal year ended September 29, 2001,
less than 50% of such time involved work performed by persons other than the
principal accountant's full-time, permanent employees.
OTHER MATTERS
The Company is not presently aware of any matters (other than procedural
matters) which will be brought before the Meeting which are not reflected in
the attached Notice of the Meeting. The enclosed proxy confers discretionary
authority to vote with respect to any and all of the following matters that
may come before the Meeting: (i) matters which the Company does not know, a
reasonable time before the proxy solicitation, are to be presented at the
Meeting; (ii) approval of the minutes of a prior meeting of shareholders, if
such approval does not amount to ratification of the action taken at the
meeting; (iii) the election of any person to any office for which a bona fide
nominee named in this Proxy Statement is unable to serve or for good cause
will not serve; (iv) any proposal omitted from this Proxy Statement and the
form of proxy pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange
Act of 1934; and (v) matters incident to the conduct of the Meeting. In
connection with such matters, the persons named in the enclosed proxy will
vote in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by the Company's Annual Report to
Shareholders for fiscal 2001.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 2001 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 29, 2001, WITHOUT CHARGE, BY SENDING A
WRITTEN REQUEST TO J & J SNACK FOODS CORP., 6000 CENTRAL HIGHWAY, PENNSAUKEN,
NEW JERSEY 08109, ATTENTION: DENNIS G. MOORE.
By Order of the Board of Directors,
Dennis G. Moore, Secretary
12
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
J & J SNACK FOODS CORP.
February 5, 2002
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
Please mark your
A [X] votes as in this
example.
WITHHOLD
FOR AUTHORITY
the nominee to vote for the nominee
listed at right listed at right.
1. Election of [ ] [ ] Nominee: Dennis G. Moore
Director
Receipt of J & J's Annual Report to Shareholders and the Notice of the Meeting
and Proxy Statement dated December 20, 2001 is hereby acknowledged.
Please date and sign this proxy and return it promptly in the enclosed postage
paid envelope.
Signature___________________ Signature___________________ Dated:_________, 200__
(PLEASE DATE THIS PROXY)
NOTE: It would be helpful if you signed your name as it appears hereon,
indicating any official position or representative capacity. If shares are
registered in more than one name, all owners should sign.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
J & J SNACK FOODS CORP.
Annual Meeting of Shareholders - February 5, 2002
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints STEVE TAYLOR and HARRY McLAUGHLIN, each of
them with full power of substitution, proxy agents to vote all shares which the
undersigned is entitled to vote at the Annual Meeting of its Shareholders
February 5, 2002 on all matters that properly come before the meeting, subject
to any directions indicated on the reverse side. The proxy agents are directed
to vote as follows on the proposals described in J & J's Proxy Statement.
This proxy will be voted as directed. If no directions to the contrary are
indicated, the proxy agents intend to vote "FOR" the election of J & J's nominee
as director.
The proxy agents present and acting at the meeting, in person or by their
substitutes (or if only one is present and acting, then that one), may exercise
all powers conferred hereby. Discretionary authority is conferred hereby as to
certain matters described in J & J's Proxy Statement.
"(Continued and to be signed on reverse side)".
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