Edgar Filing: WEIS MARKETS INC

Notice of Annual Meeting of Shareholders
of
WEIS MARKETS, INC.
To Be Held On
APRIL 9, 2002

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of the Shareholders of Weis
Markets, Inc. (the "Company"), will be held on Tuesday, April 9, 2002, at 10:00
a.m., Eastern Standard Time, at Tedd's on the Hill, Routes 11 & 15, Shamokin
Dam, Pennsylvania 17876, for the following purposes:

1. To elect seven directors to serve, subject to provisions of the by-laws,
until the next Annual Meeting of shareholders or until their respective
successors have qualified.
2. To approve the appointment of independent public accountants for the
current fiscal year.
3. To act upon such other business as may properly come before such meeting,
or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on February 15, 2002, as
the record date for the meeting. Only holders of shares of stock of record at
that time will be entitled to vote at the meeting, or any adjournments or
postponements thereof.

To assure your representation at the meeting, please sign and mail promptly the
enclosed proxy, which is being solicited on behalf of the Company. Reference
is made to the attached Proxy Statement for further information with respect to
the business to be transacted at the meeting.

By order of the Board of Directors,

WILLIAM R. MILLS
Secretary of the Company

March 8, 2002
Sunbury, Pennsylvania

(This page was intentionally left blank)

WEIS MARKETS, INC.
PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 9, 2002
This Proxy Statement is submitted with the Notice of the Annual Meeting of
Shareholders of Weis Markets, Inc. (the "Company"), to be held Tuesday, April
9, 2002, at 10:00 a.m., Eastern Standard Time, at Tedd's on the Hill, Routes 11
& 15, Shamokin Dam, Pennsylvania 17876, and the form of proxy enclosed with
such notice.

INFORMATION CONCERNING THE SOLICITATION
The proxy form, which accompanies this statement, is being solicited on
behalf of the Company. Subject to the conditions hereinafter set forth, the
shares represented by each proxy executed in the accompanying form of proxy
will be voted at the meeting, or any adjournments or postponements thereof,
in accordance with the specifications therein made. Where there is no
contrary choice specified, the proxy will be voted "FOR" each of the proposals
as therein specified. Proxy material will be first sent to shareholders on or
about March 8, 2002.

A proxy executed in the form enclosed may be revoked by the person signing
the same at any time before the authority thereby granted is exercised. The
revocation may be exercised at any time before the annual meeting by indicating
the revocation in writing. This revocation should be directed to the Judge of
Elections, Weis Markets, Inc., 1000 South Second Street, Sunbury, Pennsylvania
17801-0471. The proxy may also be revoked by voting in person at the annual
meeting or by voting a later dated proxy.

The Company will provide, without charge, on written request from security
holders, copies of the Company's Annual Report on Form 10-K.

Expenses related to the solicitation of the proxies for the meeting and the
handling and tabulation of proxies received, estimated at $27,000 in total,
will be paid by the Company. Officers, directors, and regular employees of
the Company may solicit proxies personally, by telephone or otherwise, from
some shareholders, if proxies are not promptly received, for which they will
not receive additional compensation. The Company may reimburse charges of
banks, brokers, and other custodians, nominees, and fiduciaries to send proxy
material to the beneficial owners and to secure their voting instructions, if
necessary. It is estimated that such costs will be nominal.

SHAREHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders who intend to submit a proposal to be presented at the next
annual meeting, which if appropriate, will be included in the Company's next
annual Proxy Statement, must submit a concise written text of the proposal and
the reasons therefore to the Secretary at the executive offices on or before
November 1, 2002.

MATTERS TO BE ACTED UPON AT THE MEETING
As the notice of the meeting indicates, the following are the matters to be
acted upon at the meeting:

1. Seven directors will be elected at the meeting to hold office, subject to
the Company by-laws, until the next annual meeting of shareholders or until
their respective successors have qualified.
2. A request for shareholder approval of the appointment of Ernst & Young LLP
as the independent public accountants for the Company and its wholly owned
subsidiaries.
3. Transact such other business as may properly come before the meeting or any
adjournments or postponements thereof.

The Company's by-laws specify that any matter to be brought before an annual
meeting by a shareholder must be received at the principal executive offices of
the Company no later than the close of business on the sixtieth day prior to
the anniversary date of the immediately preceding annual meeting of
shareholders. Management does not intend to bring any other matters before
the meeting, and does not know of any matter that is eligible for action at
the meeting.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The holders of Common Stock of the Company of record at the close of
business February 15, 2002 will be entitled to vote on all matters at the
meeting. Each holder of Common Stock will be entitled to one vote for each
share of stock so held and to cumulative voting rights in the election of
directors. Under cumulative voting, a shareholder, or the shareholder's
proxies, may vote the number of shares of stock owned by the shareholder for
as many persons as there are directors to be elected, or may cumulate such
votes and give to one or distribute among two or more nominees as many votes
as shall equal the number of directors to be elected multiplied by the number
of the shareholder's shares of stock.

Directors are elected by a plurality vote of all votes cast at the meeting.
Abstentions and broker non-votes will be treated as present for purposes of
determining a quorum, but will not affect the election of directors or other
matters submitted to the vote of shareholders.

The number of outstanding shares of Common Stock as of February 15, 2002 is
27,203,707. The presence, in person or by proxy, of at least 13,601,854 shares
will constitute a quorum.

The following persons are known by the Company to be the beneficial owners
of more than 5% of its Common Stock, which is its only class of voting
securities, on February 15, 2002. Information contained in the table and
footnotes below were derived from filings made with the Securities and
Exchange Commission by the beneficial owners.

Name and Address Amount and Nature Percent
of of Beneficial of
Beneficial Owner Ownership Class
------------------------------------- ----------------- -------
Robert F. Weis 12,753,000 (1) 46.9
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471

Ellen W. P. Wasserman 3,256,264 (2) 12.0
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471

Sidney Apfelbaum, Trustee for the 2,327,600 (3) 8.6
Charles B. Degenstein Foundation
43 South Fifth Street
Sunbury, PA 17801

Private Capital Management 1,504,914 (4) 5.5
Bruce S. Sherman and Gregg J. Powers
8889 Pelican Bay Blvd.
Naples, FL 34108

-------------------------------------------------------------------------------
Footnotes:
(1) Robert F. Weis has sole voting and dispositive power as to all 12,753,000
shares listed. This amount includes 6,649,087 shares held in trust under
the Will of Harry Weis, with Mellon Bank Corporation and Robert F. Weis as
co-trustees.

(2) Ellen W. P. Wasserman has sole voting and investment power as to 3,224,424
shares listed and shared voting and dispositive power as to 31,840 shares
with her children.

(3) Sidney Apfelbaum has sole voting and dispositive power as to 2,137,839
shares held in the Charles B. Degenstein Foundation Charitable Deed of
Trust at Mellon Bank Corporation. Mr. Apfelbaum shares dispositive power
as to 24,147 shares with his wife, shares voting and dispositive power as
to 18,000 shares with Mellon Financial Corporation, Mellon Bank, N.A. and
Walter Zweifler as co-trustees of the Zweifler Family Trusts, and shares
voting and dispositive power as to 147,614 shares with Mellon Financial
Corporation, Mellon Bank, N.A. and Lore Degenstein as co-trustees of the
Lore Degenstein Trusts.

(4) Bruce S. Sherman is CEO of Private Capital Management (PCM) and Gregg J.
Powers is President of PCM. In these capacities, Messrs. Sherman and
Powers exercise shared dispositive and shared voting power with respect
to shares held by PCM's clients and managed by PCM. Messrs. Sherman and
Powers disclaim beneficial ownership for the shares held by PCM's clients
and disclaim the existence of a group.
End Footnotes.
------------------------------------------------------------------------------

PROPOSAL NO. 1 ELECTION OF DIRECTORS
The following is a concise statement of information concerning directors
proposed by the Company as nominees, together with certain other information
with respect to such nominees:

Shares of Stock
of the
Period Company Percent
of Principal Beneficially Owned of
Name Age Directorship Occupation on February 15, 2002 Class
-------------------- --- ------------ -------------------------- -------------------- -----------

Robert F. Weis 82 1947 Chairman of the 12,753,000 46.9
to date Board & Treasurer

Norman S. Rich 64 1991 President 23,373 *
to date

William R. Mills 45 1996 Vice President Finance 3,000 *
to date & Secretary

Jonathan H. Weis 34 1996 Vice President Property 89,302 *
to date Management and Development

Michael M. Apfelbaum 41 1996 Partner, Apfelbaum 27,452 *
to date Apfelbaum & Apfelbaum
Attorneys at Law

Richard E. Shulman 62 1994 President 239 *
to date Industry Systems
Development Co.

Steven C. Smith 44 2001 President & CEO -- --
to date K-VA-T Food Stores, Inc.

All 16 Directors and
Officers as a Group 12,924,515 47.5

* Owns less than 1% of class.

Robert F. Weis. The Company has employed Mr. Weis since 1946. Mr. Weis served
as Vice President-Treasurer from 1961 through August of 1994 at which time he
was appointed Co-Chairman & Treasurer. In January of 1995, Mr. Weis was
appointed Chairman & Treasurer. Robert F. Weis is the father of Director,
Jonathan H. Weis, and brother of Ellen W. P. Wasserman who is also a beneficial
owner of more than 5% of the Company's Common Stock. Mr. Weis has been a
member of the Board of Directors since 1947. Mr. Weis also serves as a member
of the Board of Trustees of the Sunbury Community Hospital.

Norman S. Rich. The Company has employed Mr. Rich since 1964. Mr. Rich served
as Vice President-Store Operations from 1980 until April 1992, when he became
Vice President-Secretary of the Company. During the year 1994, Mr. Rich became
President of the Company. Mr. Rich has been a member of the Board of Directors
since 1991. Mr. Rich also serves on the Board of Trustees of Evangelical
Community Hospital and as a Director of the Food Marketing Institute.

William R. Mills. The Company has employed Mr. Mills since 1992. Mr. Mills
served as Vice President Finance from 1992 through January 1995, at which time
he became Vice President Finance & Secretary of the Company. Mr. Mills has
been a member of the Board of Directors since 1996.

Jonathan H. Weis. The Company has employed Mr. Weis since 1989. Mr. Weis
served the Company in various capacities, including Director of Property
Management and Development, until July 1996, at which time he was appointed
as Vice President Property Management and Development. Jonathan H. Weis is
the son of Director, Robert F. Weis. Mr. Weis has been a member of the Board
of Directors since 1996.

Michael M. Apfelbaum. Mr. Apfelbaum is engaged in the private practice of law
as a Partner with the firm of Apfelbaum, Apfelbaum & Apfelbaum. Mr. Apfelbaum
serves as Co-Counsel for the Charles B. Degenstein Foundation and as City
Solicitor to the City of Sunbury. Mr. Apfelbaum has been a member of the
Board of Directors since 1996.

Richard E. Shulman. Mr. Shulman serves as President of Industry Systems
Development Co., a consulting firm. He has expertise in the business of
supermarket chains, food wholesalers and technology companies. Mr. Shulman
has been a member of the Board of Directors since 1994.

Steven C. Smith. Mr. Smith serves as President and Chief Executive Officer of
K-VA-T Food Stores, Inc., a regional supermarket chain headquartered in
Abingdon, VA. Since 1979, Mr. Smith has held various positions within K-VA-T
including district manager, division vice president and chief operations
officer. He was appointed to lead the National Grocers Association in 2000
and is currently serving as Chairman through 2002. Mr. Smith has been a
member of the Board of Directors since 2001.

The Company believes that the proposed nominees for election as directors
are willing to be elected as such, and it is intended that the person named in
the accompanying form of proxy or their substitutes will vote for the election
of these nominees, unless specifically instructed to the contrary. However, if
any nominee, at the time of the election, is unable or unwilling to serve, or
is otherwise unavailable for election, and in consequence other nominees are
designated, the persons in the proxy or their substitutes shall have
discretion or authority to vote or refrain from voting in accordance with their
judgment on the other nominees. The Company has no nominating committee.

DIRECTORS' FEES
Standard Board Compensation Arrangement. Directors who are not officers of
the Company or any of its subsidiaries receive an annual retainer of $20,000
paid in quarterly installments during the fiscal year and $1,000 for each
meeting attended, including telephonic meetings lasting over one hour. Each
member of the Audit Committee or Compensation Committee who is not an employee
of the Company or any of its subsidiaries receives $700 for each committee
meeting attended, including telephonic meetings lasting over one hour. The
Chairman of each Committee receives an additional $1,000 annual retainer fee
paid in quarterly installments during the fiscal year.

COMMITTEES OF THE BOARD AND MEETING ATTENDANCE
Board of Directors. The Company's Board of Directors held four regular
meetings and five special meetings during fiscal 2001. No director attended
fewer than 75% of the aggregate meetings of the Board.

The Audit Committee. The Audit Committee acts independently to review the
scope and results of the independent auditors' engagement and reviews the
adequacy of the Company's internal audit and financial controls. The Committee
is composed of independent directors for which information regarding the
functions performed by the Committee, its membership is set forth in the
"Report of the Audit Committee," included in this annual proxy statement. The
Audit Committee is governed by a written charter approved by the Board of
Directors. A copy of this charter is included in Appendix A.

The 2001 Audit Committee of the Board of Directors was composed of Messrs.
Michael M. Apfelbaum, Richard E. Shulman and Steven C. Smith. Mr. Apfelbaum
served as Chairman of the Audit Committee. The Audit Committee held four
meetings during the fiscal year and no director, who was a member of the Audit
Committee, attended fewer than 75% of the aggregate meetings held.

The Compensation Committee. The Compensation Committee is responsible for
developing policies and making recommendations about compensation of officers.
The 2001 Compensation Committee of the Board of Directors was composed of
Messrs. Michael M. Apfelbaum, Richard E. Shulman and Jonathan H. Weis. Mr.
Shulman served as Chairman of the Compensation Committee. The Compensation
Committee held three meetings during the fiscal year and no director, who was
a member of the Compensation Committee, attended fewer than 75% of the
aggregate meetings held.

The Special Committee. The Special Committee was formed in fiscal 2000 by
the Board of Directors to consider certain shareholder related proposals. The
Committee consisted of Messrs. Richard E. Shulman and former director Jeffrey
E. Perelman, both of whom are non-family affiliated and non-management
directors and had no personal involvement or secondary interest in the
proposals. The role of the Committee members included making recommended
changes to the proposals if warranted. The Committee retained its own legal
and financial counsel in order to reach a determination regarding the
proposals. For their services in fiscal 2001, Messrs. Shulman and Perelman
each received a flat fee of $100,000 for their participation.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The 2001 Compensation Committee of the Board of Directors was composed of
Messrs. Michael M. Apfelbaum, Richard E. Shulman and Jonathan H. Weis.
Jonathan H. Weis is an officer of the Company. Messrs. Apfelbaum and Shulman
were not officers or employees of the Company or had any relationship with the
Company requiring disclosure under the Securities and Exchange Commission
regulations.

Other Arrangements. Central Properties, Inc., a Pennsylvania corporation
("Central Properties"), owns the land under a Company store and an adjacent
parking lot in Lebanon, Pennsylvania. Central Properties leased these
properties to the Company for $80,049 in fiscal 2001. The shareholders of
Central Properties include Michael M. Apfelbaum and certain of his family
members, Jonathan H. Weis and Robert F. Weis, each of who is a director of
the Company.

REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems
of internal controls. In fulfilling its oversight responsibilities, the
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as
to the quality, not just the acceptability, of the Company's accounting
principles and such other matters as are required to be discussed with the
Committee under generally accepted auditing standards. In addition, the
Committee has discussed with the independent auditors, their independence
from management and the Company including the matters in the written
disclosures required by the Independence Standards Board and also considered
the compatibility of nonaudit services with the auditors' independence.

The Committee discussed with the Company's internal and independent auditors
the overall scope and plans for their respective audits. The Committee meets
with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls and the overall quality of the Company's financial
reporting.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 29, 2001 for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended, subject to
shareholder approval, the selection of the Company's independent auditors.

Respectfully submitted by the Audit Committee,

Michael M. Apfelbaum, Committee Chairman
Richard E. Shulman
Steven C. Smith

EXECUTIVE COMPENSATION
The following table sets forth, with respect to the last three completed
fiscal years, the compensation of the current Chairman of the Board &
Treasurer, the President of the Company and the next three highest compensated
executive officers of the Company in 2001. The determination as to which
executive officers to include in the table are based upon total annual salary
and bonus exceeding $100,000 in the last completed fiscal year.

SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
-------------------------------- -----------------
Securities
Other Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options / Compensation
Position Year ($) ($) ($) SARs (#) ($)
--------------------- ---- ------- ------- ------------ ----------------- ------------

Robert F. Weis 2001 560,000 -- -- -- / -- 4,607
Chairman of the 2000 500,000 -- -- -- / -- 4,607
Board & Treasurer 1999 500,000 -- -- -- / -- 4,600

Norman S. Rich 2001 555,000 120,825 -- -- / -- 35,926
President 2000 450,000 6,750 -- 20,000 / 10,000 35,663
1999 410,000 6,150 25,781 27,211 / 10,000 36,127

William R. Mills 2001 250,000 53,250 -- -- / -- 13,139
Vice President 2000 198,000 2,970 -- 3,000 / 3,500 13,139
Finance & Secretary 1999 188,000 2,820 10,313 3,000 / 3,500 13,022

Robert P. Hermanns 2001 288,390 -- -- 5,000 / -- --
Vice President 2000 -- -- -- -- / -- --
Chief Operating 1999 -- -- -- -- / -- --
Officer

Edward J. Rakoskie 2001 145,000 62,175 -- -- / -- 11,874
Vice President 2000 120,000 1,800 -- 300 / 3,000 11,591
Operations 1999 100,000 4,000 6,875 300 / 3,000 11,209

Robert P. Hermanns joined the Company as Vice President Chief Operating
Officer in March 2001.

The "Bonus" amounts received in 2001 by Messrs. Rich, Mills and Rakoskie,
consisted primarily of one-time payouts related to retention agreements.
"Other Annual Compensation" consists solely of payments on stock appreciation
rights. There are no perquisites to report. "All Other Compensation" consists
of vested contributions by the Company to the profit sharing, employee stock
bonus, supplemental retirement and retirement benefit savings plans. The
current year retirement amounts were estimated by outside actuaries for
purposes of this report.

Stock Appreciation Rights. The Company maintains a Stock Appreciation
Rights program for certain of its officers and other key executives. Under
this program, participants are granted rights equivalent to shares of Company
stock. The rights expire in one year, at which time the value of any
appreciation from the original date of issue is paid in cash to the
participant. No stock is distributed to the participant and there are no plan
provisions for reload or tax-reimbursement features.

Stock Options. The Company has an Incentive Stock Option Plan. Under the
terms of the plan, options are granted for shares of the Company's common stock
based on the market value at the date of grant and may be exercised
immediately. There are no plan provisions for reload or tax-reimbursement
features.

The following table contains all material information concerning stock
options and stock appreciation rights granted to the named executives in the
fiscal year ended December 29, 2001.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Terms
-------------------------------------------------------------------------- --------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
------------------ ------------ ------------ --------- ---------- -------- --------

Robert P. Hermanns 5,000 / -- / $32.72 / 7/31/2011 102,887 260,736
-- -- -- -- -- --

The following table summarizes stock options and stock appreciation rights
exercised during 2001 and presents the value of unexercised options and stock
appreciation rights held by the named executives at fiscal year end. The
closing price of the stock at the fiscal year end was $27.68.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)

Shares Acquired Value Exercisable/ Exercisable/
Name Type on Exercise (#) Realized ($) Unexercisable Unexercisable
------------------- ------- --------------- ------------ ------------- -------------

Norman S. Rich Options -- -- 60,570 / -- 1,430 / --
SARs -- -- -- / -- -- / --

William R. Mills Options 1,000 8,125 11,000 / -- -- / --
SARs -- -- -- / -- -- / --

Robert P. Hermanns Options -- -- 5,000 / -- -- / --
SARs -- -- -- / -- -- / --

Edward J. Rakoskie Options -- -- 3,400 / -- 590 / --
SARs -- -- -- / -- -- / --

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors believes that
the primary objective of the Company's executive compensation policies should
be to attract and retain qualified executives, which is critical to the
on-going success of the Company. The executive compensation program is based
upon factors that are subjective in nature and are in the best interests of the
Company and ultimately the shareholders. The Committee's primary objective is
achieved by providing appropriate compensation and incentives that are
competitive with executives at selected peer companies of comparable size and
position in the retail business, while keeping compensation in line with the
financial objectives of the Company. The Committee recognizes the fact that
the Company is engaged in a highly competitive industry and thus annually
examines market compensation levels and trends in the labor market. The
Committee retained a consulting firm that specializes in executive
compensation issues in 2001. Based upon their recommendations, the Committee
revised the Company's compensation program and implemented an annual bonus
plan to reward certain key employees, including its executive officers. Bonus
potentials are established by level within the Company, and actual payouts are
based on achievement of sales and operating profit targets.

The Committee, through a review process with the President's written
evaluation of executives other than the Chairman and the President,
subjectively evaluates the performance of senior management. The reports
include a review of each executive's performance for the most recent fiscal
year. In addition, senior management is orally evaluated by the President as
to their efforts and accomplishments throughout the period from information
deemed relevant both internally and in light of the competitive position of
the Company in the industry. These evaluations include qualitative factors
such as the individuals' decision-making responsibilities, the professional
experience required to perform given tasks, and their leadership and team-
building skills. Although executive compensation is not specifically related
to corporate performance, the overall performance of the Company is a
consideration in determining executive compensation. The Chairman and
President reported that the executives substantially met their objectives
during the most recent fiscal year. The Committee determined the President's
compensation based on subjective and qualitative considerations, which include
the overall financial and operational success of the Company and also approved
the continuation of the Chairman's compensation.

Employment and Severance Agreements. The Committee notes that the
President has an employment agreement through 2006 and the Vice President
Finance & Secretary has an employment agreement with the Company through 2002.
These agreements specify the terms of employment, including pay factors. The
agreements provide that employment shall be at will, but if employment is
terminated without cause, or the executive resigns for good reason, the
executive shall receive his remaining salary and all benefits payable under
the agreement. The agreements include a covenant not to compete clause, which
is limited by time and geography.

Respectfully submitted by the Executive Compensation Committee,

Richard E. Shulman, Committee Chairman
Michael M. Apfelbaum
Jonathan H. Weis

SHAREHOLDER RETURN PERFORMANCE
The following line graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and the
cumulative total return of a published group index for the Retail Grocery
Stores Industry, (Peer Group), provided by Value Line, Inc., for the period
of five fiscal years. The graph depicts $100 invested at the close of trading
on the last trading day preceding the first day of the fifth preceding fiscal
year in Weis Markets, Inc. common stock, S&P 500, and the Peer Group. The
cumulative total return assumes reinvestment of dividends.

COMPARATIVE FIVE-YEAR TOTAL RETURNS

(This area contains a Line Graph depicting
the dollar values in the table below.)

1996 1997 1998 1999 2000 2001
------ ------ ------ ------ ------ ------
Weis Markets 100.00 113.07 129.12 148.54 124.64 94.00
S&P 500 100.00 133.24 171.08 205.78 184.91 160.80
Peer Group 100.00 140.58 213.95 191.77 225.23 206.66

RETIREMENT PLANS
Profit Sharing Plan. The Company maintains, at its sole expense, a Profit
Sharing Plan for certain salaried employees, store management and
administrative support personnel. The purpose of the Plan is to enhance
employee opportunities for their dedication and loyal service to the Company.
The Board of Directors annually determines the amount of contribution to the
Plan at its sole discretion. The contribution is allocated among the various
plan participants in relationship to their compensation and years of service.
Plan participants are 100% vested in their accounts after seven years of
service with the Company and are entitled to receive a distribution of their
vested accounts upon termination of employment, including retirement,
disability or death.

Employee Stock Ownership Plan. The Company maintains, at its sole expense,
an Employee Stock Ownership Plan for certain salaried employees. The purpose
of the Employee Stock Ownership Plan is to give eligible employees the pride of
ownership in the Company. Eligible employees become participants at the
beginning of the plan year following the two-year anniversary date of their
employment, subject to break in service provisions. The Board of Directors
annually determines the amount of contribution to the Plan at its sole
discretion. The entire contribution is applied toward the purchase of the
Company's stock and is distributed among participant accounts in relationship
to their compensation. Every participant is fully vested. Vested interests in
plan assets are distributed to participants upon reaching the applicable
retirement age.

Retirement Savings Plan. The Company maintains a Retirement Savings Plan
pursuant to Section 401(k) of the Internal Revenue Code. Employees become
eligible to participate once they complete one year of eligibility service and
attain the age of 21. On a quarterly basis, the Company contributes into the
plan at the rate of 25% of the employees first 4% of elective deferral. Plan
participants are 100% vested in their accounts after seven years of service
with the Company and are entitled to receive a distribution of their vested
accounts upon termination of employment, including retirement, disability or
death.

Supplemental Retirement Plans. The Company maintains a non-qualified
supplemental retirement plan for certain of its officers. The benefits are
determined through actuarial calculations dependent on the age of the
recipient. The benefit payable on an annual basis to Robert F. Weis would be
$543,769 if he had retired as of the date of this Proxy.

The Company also maintains a second non-qualified supplemental retirement
plan for certain of its employees. This Plan is designed to provide retirement
benefits and salary deferral opportunities because of the limitations imposed
by the Internal Revenue Code and the Regulations implemented by the Internal
Revenue Service. Participants in this plan are excluded from participation in
the qualified Profit Sharing or Employee Stock Ownership plans. The Board of
Directors annually determines the amount of the allocation to the Plan at its
sole discretion. The allocation among the various plan participants is made
in relationship to their compensation, years of service and job performance.
Plan participants are 100% vested in their accounts after seven years of
service with the Company. Benefits are distributed among participants upon
reaching the applicable retirement age. Substantial risk of benefit
forfeiture does exist for participants in this Plan.

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board of Directors of the
Company has appointed Ernst & Young LLP, independent public accountants, to
audit the financial statements of the Company for the fiscal year 2002.
Representatives of the firm of Ernst & Young LLP will be present at the Annual
Meeting of Shareholders. The Audit Committee and the Board of Directors
recommend that the shareholders vote "FOR" such ratification of proposal
number two.

Audit Fees. Fees charged to the Company by Ernst & Young LLP for audit of
the fiscal 2001 financial statements included in the Company's Annual Report
on Form 10-K and for review of the financial statements included in the
Company's Quarterly Reports on Form 10-Q, totaled $137,000. Fees for other
audit related services totaled $19,175.

Financial Information Systems Design and Implementation Fees. Ernst & Young
LLP did not perform any financial information systems design or implementation
services for the Company during fiscal year 2001.

All Other Fees. Fees charged to the Company by Ernst & Young LLP for all
other nonaudit related services totaled $650,174, including $561,949 for tax
advisory services.

PROPOSAL NO. 3 OTHER BUSINESS MATTERS
As of the date of this proxy statement, the Board of Directors is not
informed of any matters, other than those stated above, that may be brought
before the meeting. The persons named in the enclosed form of proxy or their
substitutes will vote with respect to any such matters in accordance with their
best judgment.

By order of the Board of Directors,

WILLIAM R. MILLS
Secretary of the Company

Dated: March 8, 2002

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APPENDIX A.

WEIS MARKETS, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

I. Purpose

The Audit Committee shall assist the Board of Directors in fulfilling its
responsibilities and duties to the shareholders of Weis Markets, Inc.
(the "Corporation") and to the investment community relating to corporate
accounting, reporting practices of the Corporation, and the quality and
integrity of the financial reports of the Corporation. In meeting its
responsibilities, the Audit Committee is expected to maintain open avenues
of communication among the independent auditors, the internal auditors,
management of the Corporation, and the Board of Directors.

II. Organization

The Audit Committee shall be comprised of three or more directors who are
independent of management, and free from any relationship that, in the
opinion of the Board of Directors, would interfere with the exercise of
independent judgment as a member of the Audit Committee. The members of
the Audit Committee shall be elected by the Board of Directors at the
annual organizational meeting of the Board of Directors, and shall serve
until their successors are duly elected and qualified. The Board of
Directors shall designate one of the members of the Audit Committee to
serve as its Chair. The Audit Committee, through its Chair, shall have
the right to consult with counsel in the performance of its
responsibilities and duties.

III. Meetings

The Audit Committee shall meet at least four times per year on a quarterly
basis or more frequently as circumstances require. The Audit Committee
may require members of management to attend its meetings and to provide
pertinent information as necessary.

The Audit Committee shall meet with the independent auditors, the internal
auditors and management each quarter and shall review the Corporation's
financial statements.

In order to maintain open communication, the Audit Committee shall also
meet separately at least annually, or more frequently if the Chair of the
Audit Committee believes it is necessary or if requested by the
independent auditors, with each of the independent auditors, the internal
auditors and management to discuss any matters that the participants of
such meeting believe should be discussed privately.

The Audit Committee shall either submit the minutes of each of its
meetings to the Board of Directors or report the matters raised at each of
its meetings to the Board of Directors.

IV. Responsibilities and Duties

To fulfill its responsibilities, the Audit Committee shall:

A. Documents/Reports Review

1. Review the Corporation's annual financial statements and any other
reports, documents or financial information to be submitted to
shareholders, (including but not limited to the Securities and
Exchange Commission filings), as deemed significant by management
or the outside auditors.

2. Review the regular internal reports to management prepared by the
internal auditors and management's response to these reports.

3. Review the financial press releases of the Company if the press
release involves the annual financial results, which would be
ultimately reported in the 10-K Filing made by the Corporation.

B. Independent Auditors

1. Review the performance of the independent auditors and make
recommendations to the Board of Directors regarding the
appointment or termination of the independent auditors.

2. Review and discuss with the independent auditors all significant
relationships that the independent auditors have with the
Corporation to assess the independent auditors' continued
independence.

3. Consult with the independent auditors about the completeness and
accuracy of the Corporation's financial statements.

C. Financial Reporting Process

In consultation with the independent auditors and the internal
auditors, review the integrity of the Corporation's accounting
practices and financial reporting processes, including the
independence and authority of the independent auditors and the
internal auditors, and the proposed audit plans.

D. Process Improvement

1. Establish regular and separate systems of reporting to the Audit
Committee by each of the independent auditors, the internal
auditors and management regarding any significant judgments made
in management's preparation of the financial statements.

2. Following completion of the annual audit, review with the
independent auditors, the internal auditors and management any
significant difficulties encountered during the course of the audit.

3. Review with independent auditors, the internal auditors and
management, the adequacy and effectiveness of the accounting and
financial controls and procedures of the Corporation, and elicit
any recommendations for the improvement of such controls and
procedures or particular areas where new or more detailed controls
or procedures are desirable. Particular emphasis shall be given
to the adequacy of such controls and procedures to expose any
payments, transactions or procedures that might be deemed illegal
or otherwise improper. Further, the Audit Committee periodically
shall review Corporation policy statements to determine their
adherence to such controls and procedures.

4. Review any significant disagreement among the independent
auditors, the internal auditors and management in connection with
the preparation of the financial statements.

E. Ethical and Legal Compliance

1. Review periodically the Corporation's policies and procedures with
respect to ethical conduct, and ensure that management has
established a system to enforce such policies and procedures.

2. Review with the Corporation's counsel, legal compliance matters
including corporate securities trading policies.

3. Review with the Corporation's counsel, any legal matter that
could have a significant impact on the Corporation's financial
statements.