<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>g71385dedef14a.txt
<DESCRIPTION>NATIONAL BEVERAGE CORP. SCHEDULE 14A 10-26-2001
<TEXT>
<PAGE>   1
                                  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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>
<S>                                             <C>
[ ]  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
</Table>

                            NATIONAL BEVERAGE CORP.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (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):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

[ ]  Fee paid previously with preliminary materials:

[ ]  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:

     (2)  Form, Schedule or Registration Statement No.:

     (3)  Filing Party:

     (4)  Date Filed:
<PAGE>   2
NATIONAL BEVERAGE CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         TIME:    2:00 P.M. (LOCAL TIME)
         DATE:    OCTOBER 26, 2001
         PLACE:   BALTIMORE MARRIOTT WATERFRONT HOTEL
                  700 ALICEANNA STREET
                  BALTIMORE, MARYLAND 21202

         At the Annual Meeting of Shareholders of National Beverage Corp. (the
"Company") and any adjournments or postponements thereof (the "Meeting"), the
following proposals are on the agenda for action by the shareholders:

1.       TO ELECT TWO DIRECTORS TO SERVE AS CLASS II DIRECTORS FOR A TERM OF
         THREE YEARS.

2.       TO APPROVE AN AMENDMENT TO THE COMPANY'S 1991 OMNIBUS INCENTIVE PLAN TO
         INCREASE BY 600,000 SHARES THE NUMBER OF SHARES ISSUABLE THEREUNDER.

3.       TO APPROVE AN AMENDMENT TO THE COMPANY SPECIAL STOCK OPTION PLAN TO
         INCREASE BY 100,000 SHARES THE NUMBER OF SHARES ISSUABLE THEREUNDER.

4.       TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
         MEETING.

         Only holders of record of common stock, par value $.01 per share, of
the Company, at the close of business on August 31, 2001 are entitled to notice
of, and to vote at, the Meeting.

         A complete list of the shareholders entitled to vote at the Meeting
will be available for examination by any shareholder, for any proper purpose, at
the Meeting and during ordinary business hours for a period of ten days prior to
the Meeting at the principal executive offices of the Company at One North
University Drive, Fort Lauderdale, Florida 33324, as well as at the Company's
offices located at 6750 Moravia Park Drive, Baltimore, Maryland 21237.

         A Proxy Statement, setting forth certain additional information, and
the Company's Annual Report accompany this Notice of Annual Meeting.

         All shareholders are cordially invited to attend the Meeting in person.
Admittance to the Meeting will be limited to shareholders. Shareholders who plan
to attend are requested to so indicate by marking the appropriate space on the
enclosed proxy card. Shareholders whose shares are held in "street name" (the
name of a broker, trust, bank or other nominee) should bring with them a legal
proxy, a recent brokerage statement or letter from the "street name" holder
confirming their beneficial ownership of shares.

         WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN THE PROXY IN THE ENCLOSED ENVELOPE addressed to the Company, since a
majority of the outstanding shares entitled to vote at the Meeting must be
represented at the Meeting in order to transact business. Shareholders have the
power to revoke any such proxy at any time before it is voted at the Meeting and
the giving of such proxy will not affect your right to vote in person at the
Meeting. Your vote is very important.

                                          By Order of the Board of Directors,




                                          Nick A. Caporella
September ___, 2001                       Chairman of the Board of Directors,
Fort Lauderdale, Florida                  Chief Executive Officer and President

<PAGE>   3
PROXY STATEMENT

         This Proxy Statement is furnished to shareholders of National Beverage
Corp., a Delaware corporation (the "Company") in connection with the
solicitation, by order of the Board of Directors of the Company (the "Board of
Directors"), of proxies to be voted at the Annual Meeting of Shareholders of the
Company to be held at the Baltimore Marriott Waterfront Hotel, 700 Aliceanna
Street, Baltimore, MD 21202 on October 26, 2001, at 2:00 p.m., local time, or
any adjournment or postponement thereof (the "Meeting"). The accompanying proxy
is being solicited on behalf of the Board of Directors. The mailing address of
the principal executive offices of the Company is P.O. Box 16720, Fort
Lauderdale, Florida 33318. The approximate date on which this Proxy Statement
and the accompanying form of proxy were first sent to shareholders is September
___, 2001.

         Only holders of record of common stock, par value $.01 per share, of
the Company (the "Common Stock") at the close of business on August 31, 2001
(the "Record Date") are entitled to notice of, and to vote at, the Meeting.

         A shareholder who gives a proxy may revoke it at any time before it is
exercised by sending a written notice to Joseph G. Caporella, Executive Vice
President and Corporate Secretary, at the address set forth above, by returning
a later dated signed proxy, or by attending the Meeting and voting in person.
Unless the proxy is revoked, the shares represented thereby will be voted as
specified at the Meeting or any adjournment or postponement thereof.

         The Annual Report of the Company for the fiscal year ended April 28,
2001 (the "Annual Report") is being mailed with this Proxy Statement to all
holders of record of Common Stock. Additional copies of the Annual Report will
be furnished to any shareholder upon request.

         Any proposal of a shareholder intended to be presented at the Company's
2002 Annual Meeting of Shareholders must be received by the Company for
inclusion in the Proxy Statement and form of proxy for that meeting no later
than April 29, 2002.



                                       1
<PAGE>   4


SECURITY OWNERSHIP

PRINCIPAL SHAREHOLDERS

         Each holder of Common Stock is entitled to one vote for each share held
of record at the close of business on the Record Date. As of such date,
18,160,938 shares of Common Stock were outstanding. As of the Record Date, the
only persons known by the Company to own of record or beneficially more than 5%
of the outstanding Common Stock were the following:

<TABLE>
<CAPTION>

         NAME AND ADDRESS                                        AMOUNT AND NATURE OF
         OF BENEFICIAL OWNER                                     BENEFICIAL OWNERSHIP      PERCENT OF CLASS
         -------------------                                    --------------------      ----------------
<S>                                                             <C>                          <C>
         Nick A. Caporella                                      14,267,304(1)                  78.6%
         One North University Drive
         Fort Lauderdale, Florida 33324

         IBS Partners Ltd.                                      13,875,936                     76.4%
         5373 West Alabama Street, Suite 510
         Houston, Texas  77079

</TABLE>
          ---------
          (1)  Includes 13,875,936 shares owned by IBS Partners Ltd. ("IBS").
               IBS is a Texas limited partnership of which Mr. Caporella is the
               sole general partner. By virtue of Rule 13d-3 promulgated under
               the Securities Exchange Act of 1934, as amended (the "Exchange
               Act"), Mr. Caporella would be deemed to beneficially own the
               shares of Common Stock owned by IBS. Also includes 10,000 shares
               held by the wife of Mr. Caporella, as to which Mr. Caporella
               disclaims beneficial ownership.

MANAGEMENT

         The table below reflects as of August 31, 2001, the number of shares of
Common Stock beneficially owned by the directors and each of the executive
officers named in the Summary Compensation Table hereinafter set forth, and the
number of shares of Common Stock beneficially owned by all directors and
executive officers as a group:

<TABLE>
<CAPTION>

                                                                                        AMOUNT AND NATURE OF
         NAME OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP                 PERCENT OF CLASS
         ------------------------                    --------------------               ---------------------
<S>                                                     <C>                                     <C>
         Nick A. Caporella                           14,267,304(1)                              78.6%

         Joseph G. Caporella                            120,200(2)                               *

         Samuel C. Hathorn, Jr.                          25,360(3)                               *

         S. Lee Kling                                    90,200(4)                               *

         Joseph P. Klock, Jr.                            30,200(5)                               *

         George R. Bracken                               21,350(6)                               *

         Dean A. McCoy                                   19,100(7)                               *

         All executive officers and directors        14,573,714(8)                              80.2%
         as a group (7 in number)

</TABLE>
          --------------

          *    Less than 1%

          (1)  Includes 13,875,936 shares held by IBS. Mr. Caporella is the sole
               general partner of IBS. Also includes 10,000 shares held by the
               wife of Mr. Caporella, as to which Mr. Caporella disclaims
               beneficial ownership.

          (2)  Includes 116,700 shares issuable upon exercise of currently
               exercisable options.

          (3)  Includes 9,200 shares issuable upon exercise of currently
               exercisable options and 160 shares held by Mr. Hathorn as
               custodian for his children.

          (4)  Includes 6,200 shares issuable upon exercise of currently
               exercisable options.



                                       2
<PAGE>   5

          (5)  Includes 3,200 shares issuable upon exercise of currently
               exercisable options.

          (6)  Includes 12,050 shares issuable upon exercise of currently
               exercisable options.

          (7)  Includes 18,600 shares issuable upon exercise of currently
               exercisable options.

          (8)  Includes 165,950 shares issuable upon exercise of currently
               exercisable options.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission"). Executive officers, directors and greater than ten percent (10%)
beneficial owners are required by regulation of the Commission to furnish the
Company with copies of all Section 16(a) forms so filed.

         Based solely upon a review of the Forms 3, 4 and 5 and amendments
thereto and certain written representations furnished to the Company, the
Company believes that, during the fiscal year ended April 28, 2001, its
executive officers, directors and greater than ten percent (10%) beneficial
owners complied with all applicable filing requirements.

QUORUM AND VOTING PROCEDURE

         The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum. Votes cast by proxy or in person at the
Meeting will be tabulated by the inspectors of elections appointed for the
Meeting and will be counted in determining whether or not a quorum is present. A
proxy submitted by a shareholder may indicate that all or a portion of the
shares represented by such proxy are not being voted by such shareholder with
respect to a particular matter ("non-voted shares"). This could occur, for
example, when a broker is not permitted to vote shares held in "street name" on
certain matters in the absence of instructions from the beneficial owner of the
shares. Non-voted shares with respect to a particular matter will not be
considered shares present and entitled to vote on such matter, although such
shares may be considered present and entitled to vote for other purposes and
will be counted for purposes of determining the presence of a quorum. Shares
voting to abstain as to a particular matter and directions to "withhold
authority" to vote for directors will not be considered non-voted shares and
will be considered present and entitled to vote with respect to such matter.
Non-voted shares will have no effect on the matters brought to a vote at the
Meeting. Abstentions from voting on any of the proposals brought to a vote at
the Meeting will have the effect of votes against the particular proposal. Nick
A. Caporella has informed the Company that he intends to vote in favor of all
proposals made by the Board in this Proxy Statement. Accordingly, as a result of
Mr. Caporella's beneficial ownership of approximately 78.6% of the outstanding
shares of Common Stock of the Company, the nominees for the Class II directors
will be elected and the two proposals with respect to the Company's plans will
be approved.

                   MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL NO. 1 -  ELECTION OF DIRECTORS

         The Board of Directors is currently comprised of five directors elected
in three classes (the "Classes"), with two Class I directors, two Class II
directors and one Class III director. Directors in each class hold office for
three-year terms. The terms of the Classes are staggered so that the term of one
Class terminates each year. The term of the current Class II directors expire at
the 2001 Annual Meeting and when their respective successors have been duly
elected and qualified.

         The Board of Directors has nominated S. Lee Kling and Joseph P. Klock,
Jr. for election as directors in Class II with a term of office of three years
expiring at the Annual Meeting of Shareholders to be held in 2004. In order to
be elected as a director, a nominee must receive a plurality of affirmative
votes cast by the shares present or represented at a duly convened meeting.
Shareholders have no right to vote cumulatively.



                                       3
<PAGE>   6


         THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
NOMINEES FOR THE CLASS II DIRECTORS.

INFORMATION AS TO NOMINEES AND OTHER DIRECTORS

         The following information concerning principal occupation or employment
during the past five years and age has been furnished to the Company by the
nominees for the Class II directors, and by the directors in Classes I and III
whose terms expire at the Company's Annual Meeting of Shareholders in 2003 and
2002, respectively, and when their respective successors have been duly elected
and qualified.

NOMINEES FOR DIRECTOR
CLASS II

<TABLE>
<CAPTION>

                                                    PRINCIPAL OCCUPATION                               CURRENT
                                                    OR EMPLOYMENT DURING              DIRECTOR          TERM
NAME                            AGE                 THE PAST FIVE YEARS                SINCE           EXPIRES
----                            ---                 -------------------                -----           -------
<S>                             <C>                 <C>                               <C>               <C>
S. Lee Kling                    72                  Chairman of the Board              1993              2001
                                                    of Kling Rechter & Co.,
                                                    a merchant banking
                                                    company

Joseph P. Klock, Jr.            52                  Chairman and Managing              1987              2001
                                                    Partner of Steel, Hector
                                                    &  Davis, a law firm
                                                    located in Miami, Florida


</TABLE>

DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING
CLASS I

<TABLE>
<CAPTION>

                                                    PRINCIPAL OCCUPATION                               CURRENT
                                                    OR EMPLOYMENT DURING              DIRECTOR          TERM
NAME                            AGE                 THE PAST FIVE YEARS                SINCE           EXPIRES
----                            ---                 -------------------                -----           -------
<S>                             <C>                 <C>                               <C>               <C>

Joseph G. Caporella             41                  Executive Vice President          1987             2003
                                                    and Corporate Secretary
                                                    of National Beverage Corp.

Samuel C. Hathorn, Jr.          58                  President of Trendmaker           1997             2003
                                                    Homes, a subsidiary
                                                    of Weyerhauser Co.
</TABLE>

CLASS III
<TABLE>
<S>                             <C>                 <C>                               <C>               <C>

Nick A. Caporella               65                  Chairman of the Board,            1985             2002
                                                    Chief Executive Officer,
                                                    and President of National
                                                    Beverage Corp.

</TABLE>

Additional information regarding the nominees for election as director and the
continuing directors of the Company is as follows:



                                       4
<PAGE>   7


NOMINEES

         S. Lee Kling has served as Chairman of the Board of Kling Rechter &
Co., a merchant banking company, since December 1, 1991. Mr. Kling served as
Chairman of the Board of Landmark Bancshares Corp., a bank holding company
located in St. Louis, Missouri, from 1974 through December 1991, when the
Company merged with Magna Group, Inc. He served additionally as that company's
Chief Executive Officer from 1974 through October 1990. Mr. Kling also serves on
the Board of Directors of Bernard Chaus, Inc., Electro Rent Corp., Falcon
Products, Inc., Kupper Parker Communications, Inc., Learn 2.Com, Inc. and
Engineered Support System, Inc.

         Joseph P. Klock, Jr. is Chairman and Managing Partner of Steel, Hector
& Davis, a law firm located in Miami, Florida, and has been a partner of the
firm since 1977. Steel, Hector & Davis provided legal services to the Company in
fiscal year 2001, and the Company expects that they will provide services to the
Company in the current fiscal year.

CONTINUING DIRECTORS

         Nick A. Caporella has served as Chairman of the Board, President, Chief
Executive Officer and Chief Financial Officer of the Company since the Company
was founded in 1985. Mr. Caporella served as President and Chief Executive
Officer (since 1976) and Chairman of the Board (since 1989) of Burnup & Sims
Inc. ("Burnup") until March 11, 1994. Since January 1, 1992, Mr. Caporella's
services are provided to the Company through Corporate Management Advisors, Inc.
(the "Management Company"), a company which he owns. See "Certain Relationships
and Related Party Transactions".

         Joseph G. Caporella has served as Executive Vice President and
Corporate Secretary of the Company since January 1991. Mr. Joseph G. Caporella
is the son of Mr. Nick A. Caporella.

         Samuel C. Hathorn, Jr. has served as President of Trendmaker Homes
since 1981. Trendmaker Homes is a subsidiary of Weyerhauser Co., an entity
engaged in the business of real estate development and headquartered in Houston,
Texas.

INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD

         The Board of Directors held four meetings during the fiscal year ended
April 28, 2001 ("Fiscal 2001"). The Board of Directors has standing Audit,
Compensation and Stock Option, Nominating and Strategic Planning Committees.

         The members of the Company's Audit Committee are Messrs. Hathorn
(Chairman), Kling and Klock. During Fiscal 2001, the Audit Committee held four
meetings. The principal functions of the Audit Committee are to recommend to the
Board of Directors the engagement of the independent accountants of the Company
and review with the independent accountants and the Company's internal audit
department the scope and results of audits, the internal accounting controls of
the Company, audit practices and the professional services furnished by the
independent accountants. The Board of Directors has adopted the Charter of the
Audit Committee, which is attached as Appendix A. All three members of the Audit
Committee are "independent" as this term is defined in the American Stock
Exchange listing requirements.

         The members of the Company's Compensation and Stock Option Committee
are Messrs. Klock (Chairman), Kling, Hathorn and Joseph G. Caporella. During
Fiscal 2001, the Compensation and Stock Option Committee held one meeting. The
principal functions of the Compensation and Stock Option Committee are to review
and approve all salary arrangements, including annual incentive awards, for
officers and employees of the Company and to administer the Company's employee
benefit plans.

         The members of the Company's Nominating Committee are Messrs. Kling
(Chairman) and Nick A. Caporella. During Fiscal 2001, the Nominating Committee
held two meetings. The Nominating Committee recommends to the Board of Directors
candidates for election to the Board of Directors. The Nominating Committee will
consider any nomination made by any shareholder of the Company in accordance




                                       5
<PAGE>   8

with the procedures set forth in the Company's Restated Certificate of
Incorporation. Under the Company's Restated Certificate of Incorporation, any
nomination shall generally (i) be made no earlier than sixty and no more than
ninety days before the scheduled meeting by notice to the Secretary of the
Company, (ii) include certain information relevant to the shareholder and their
nominee and (iii) only be made at a meeting called for the purpose of electing
directors of the Company.

         The members of the Company's Strategic Planning Committee are Messrs.
Kling (Chairman), Hathorn, Nick A. Caporella and Cecil D. Conlee. Mr. Conlee is
Chairman of CGR Advisors and was a former member of the Burnup board from 1973
through March 1994. During Fiscal 2001, the Strategic Planning Committee held
two meetings. The principal function of the Strategic Planning Committee is to
provide the Chairman and Chief Executive Officer of the Company with additional
advice and consultation on the long term strategies of the Company.

         Each director attended at least seventy five percent (75%) of the
meetings of the Board and Committees on which he serves.

DIRECTOR COMPENSATION

         Officers of the Company who are also directors do not receive any fee
or remuneration for services as members of the Board of Directors or of any
Committee of the Board of Directors. In Fiscal 2001, non-management directors
received a retainer fee of $17,500 per annum, a fee of $750 for each board
meeting attended and a fee of $500 ($750 in the case of a committee chairman)
for each committee meeting attended. Each non-management member of the Strategic
Planning Committee received a fee of $1,250 for each meeting attended.

PROPOSAL NO. 2 - AMEND THE 1991 OMNIBUS INCENTIVE PLAN TO INCREASE BY 600,000
SHARES THE NUMBER OF SHARES ISSUABLE THEREUNDER

         The Board of Directors has adopted, subject to shareholder approval at
the Meeting, an amendment to the Company's 1991 Omnibus Incentive Plan, as
amended (the "1991 Plan"), which would increase by 600,000 shares the number of
shares issuable thereunder.

         The 1991 Plan adopted by the Board and approved by shareholders in 1991
provides for compensatory awards ("Awards") consisting of (i) stock options or
stock awards for shares of Common Stock, (ii) stock appreciation rights
("SARs"), dividend equivalents and other stock-based awards in shares of Common
Stock, and (iii) performance awards consisting of any combination of the above.
The 1991 Plan provided that Awards can be issued to officers, directors and
employees of the Company, its subsidiaries and affiliates in order to attract
and retain the services of experienced and talented persons. In addition, Awards
can be made to any consultant or advisor providing bona-fide services to the
Company or its present and future affiliates, not in connection with capital
raising transactions. Prior to the proposed amendment, the 1991 Plan had
reserved 1,400,000 shares of Common Stock for issuance, of which 219,560 remain
available for grant.

         The Compensation and Stock Option Committee has reviewed stock based
awards available for grant under the 1991 Plan and concluded that the 1991 Plan
did not currently authorize a sufficient number of shares to provide flexibility
for stock-based compensation to establish appropriate long-term incentives and
achieve Company objectives. The Compensation and Stock Option Committee believes
that a key element of compensation is stock based incentive compensation, which
provides substantial motivation for superior performance and aligns key
employees' interests with shareholders. In order to provide the Company with
greater flexibility to adapt to changing economic and competitive conditions,
and to attract and retain employees, consultants and advisors who are important
to the long-term success of the Company, the Board of Directors proposed the
adoption, subject to receipt of shareholder approval, of an amendment to the
1991 Plan to increase the total number of shares reserved for issuance under the
1991 Plan by 600,000 shares to bring the total number of shares reserved for
issuance under the 1991 Plan to 2,000,000.



                                       6
<PAGE>   9



SUMMARY DESCRIPTION OF THE 1991 OMNIBUS INCENTIVE PLAN

         The 1991 Plan provides for the appointment by the Company's Board of
Directors of a committee of directors to administer and grant Awards under the
1991 Plan. The Compensation and Stock Option Committee (the "Committee")
administers the 1991 Plan. A summary of the material terms of the 1991 Plan is
set forth below and is qualified in its entirety by reference to the 1991 Plan.

         The Committee has full power and authority, subject to the provisions
of the 1991 Plan, to designate participants to grant Awards, under the 1991 Plan
to determine the terms of such Awards, to promulgate such rules and regulations
as it deems necessary for the proper administration of the 1991 Plan, to
interpret the provisions and supervise the administration of the 1991 Plan and
all awards granted thereunder, and to take all action in connection therewith or
in relation to the 1991 Plan and any Award granted thereunder as it deems
necessary or advisable. Non-employee directors who serve as members of the
Committee are not eligible to receive Awards under the 1991 Plan.

         o  Awards may be granted for no cash consideration or such minimal cash
            consideration as may be required by law.

         o  The Committee may, in its discretion, waive restrictions imposed by
            the terms of an Award.

         o  In general, no Award granted under the 1991 Plan is assignable or
            transferable, other than by will or by the laws of descent and
            distribution.

         To prevent dilution of the rights of a holder of an Award, the 1991
Plan provides that the Committee may, in its discretion adjust the number of
shares with respect to which Awards may be granted and the number of shares
subject to outstanding Awards and the terms thereof in the event of (i) any
subdivision or consolidation of shares, (ii) any stock dividend, or (iii) a
recapitalization or other capital adjustment of the Company. The Committee may
also determine the effect upon Awards of a merger, consolidation or other
reorganization of the Company.

         As of April 28, 2001, an aggregate of 1,180,440 Awards were outstanding
under the 1991 Plan.

         STOCK AWARDS. The Committee may grant Awards of shares which are
subject to such restrictions (including restrictions on transferability and
limitations on the right to vote or receive dividends with respect to the
restricted shares) and such terms regarding the lapse of restrictions as the
Committee deems appropriate. Generally, upon termination of employment for any
reason during the restriction period, restricted shares shall be forfeited to,
and re-acquired by, the Company. Shares which have been the subject of
forfeiture will again be available for Awards under the 1991 Plan.

         OPTIONS ISSUED UNDER THE 1991 PLAN. The terms of specific options will
be determined by the Committee. Generally, options will be granted at an
exercise price equal to the lower of (i) 100% of fair market value of the Common
Stock on the date of grant or (ii) 85% of the fair market value of the Common
Stock on the date of exercise. Each option will be exercisable after the period
or periods specified in the option agreement, which will generally not exceed 10
years from the date of grant. Options may be issued in tandem with SARs ("Tandem
Options") as a performance award.

         The vesting schedule of a specific option will be determined by the
Committee.

         Shares of Common Stock received upon exercise of options are not
transferable for a period of six months (other than in the case of death). In
the event the employment of an optionee is terminated during such period (other
than in the case of death or disability), the Company shall have the right to
repurchase shares during such six month period in exchange for the payment of
the exercise price.

         If any option should expire or terminate for any reason other than
having been exercised in full, the unpurchased shares subject to that option
will again be available for grant under the 1991 Plan.



                                       7
<PAGE>   10


         Upon the exercise of any option, the option holder shall pay to the
Company the exercise price, plus the amount of the required Federal and State
withholding taxes, if any. Already owned shares of Common Stock may be used to
pay for the exercise of an option. In addition, the "pyramiding" of the already
owned shares in successive, simultaneous option exercise is permitted. In
general, pyramiding permits an option holder to start with as little as one
share of Common Stock and exercise one entire option to the extent then
exercisable (regardless of the number of shares subject thereto). By utilizing
already owned shares of Common Stock, no cash (except for fractional adjustments
and as required to pay Federal and State withholding taxes, if any) is needed to
exercise an option. Consequently, the optionee would receive Common Stock equal
in value to the spread between the fair market value of the shares subject to
the option and the exercise price of the option.

         Except as otherwise determined by the Committee, the unexercised
portion of any option granted under the 1991 Plan will generally be terminated
(a) thirty days after the date on which the optionee's employment is terminated
for any reason other than (i) Cause (as defined in the 1991 Plan), (ii) mental
or physical disability, or (iii) death; (b) immediately upon the termination of
the optionee's employment for Cause; (c) three months after the date on which
the optionee's employment is terminated by reason of retirement or mental or
physical disability; or (d) (i) twelve months after the date on which the
optionee shall die.

         SARS ISSUED UNDER THE 1991 PLAN. The 1991 Plan provides that the
Committee may grant SARs either alone or as part of a Tandem Option with all or
any part of the shares of Common Stock covered by an option granted under the
1991 Plan.

         Upon exercising a SAR, the holder will be paid by the Company an amount
in cash equal to the difference between the fair market value of the Common
Stock to which the SAR relates on the date of grant, and the fair market value
of the Common Stock on the date of exercise, less applicable withholding of
Federal and State taxes. In no event may (i) an aggregate payment by the Company
during any fiscal year upon the exercise of SARs exceed $250,000 without board
approval, or (ii) an optionee, who is also an employee of the Company or its
subsidiaries, exercise a SAR if the aggregate amount to be received as a result
of his or her exercise of SARs in the preceding twelve month period exceeds such
employee's current base salary.

         DIVIDEND EQUIVALENTS ISSUED UNDER THE 1991 PLAN. The Committee may
grant Awards entitling the recipients to receive payments equivalent to
dividends with respect to a number of shares determined by the Committee. The
terms of any such Award may provide that the amounts received shall be invested
in shares and may impose such other terms and restrictions as the Committee
determines.

         PERFORMANCE AWARDS CONSISTING OF OPTIONS AND SARS ISSUED IN TANDEM
UNDER THE 1991 PLAN. Upon exercise of a Tandem Option, the optionee will be
entitled to a credit toward the exercise price equal to the value of the SARs
issued in tandem with the option exercised, but not to exceed the amount of the
federal income tax deduction allowed to the Company in respect of such SAR and
not in an amount which would reduce the amount of payment by the optionee below
the par value of the shares being purchased. Upon exercise of a Tandem Option,
the related SAR shall terminate, the value being limited to the credit which can
be applied toward the purchase price of shares of Common Stock. In all cases,
full payment of the net purchase price of the shares must be made in cash or its
equivalent at the time the Tandem Option is exercised, together with the amount
of the required Federal and State withholding taxes, if any.

         When a SAR issued as part of a Tandem Option is exercised, the option
to which it relates will cease to be exercisable to the extent of the number of
shares with respect to which the SAR was exercised, and that number of shares
will thereafter be available for issuance under the 1991 Plan.

         OTHER PERFORMANCE AWARDS ISSUED UNDER THE 1991 PLAN. The 1991 Plan
authorized the Committee to grant, to the extent permitted under Rule 16b-3
promulgated by the Commission under the Exchange Act and applicable law, other
awards that are denominated or payable in, valued by reference to, or otherwise
based on or related to the performance of the Company or any subsidiary or
division thereof or to such other criteria or measure of performance as the
Committee may determine.



                                       8
<PAGE>   11

         CONCLUSION AND RECOMMENDATION. The Board of Directors believes it is in
the best interest of the Company and its shareholders to adopt the amendment to
the 1991 Plan to help attract and retain key persons of outstanding competence
and to further align their interests with those of the Company's shareholders
generally.

         The affirmative vote of the holders of a majority of the Common Stock
entitled to vote at the Meeting is required to adopt the proposed amendment to
the 1991 Plan.

         THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE AMENDMENT TO THE 1991 PLAN.

PROPOSAL NO. 3 - AMEND THE SPECIAL STOCK OPTION PLAN TO INCREASE BY 100,000
SHARES THE NUMBER OF SHARES ISSUABLE THEREUNDER

         The Board of Directors has adopted, subject to shareholder approval at
the Meeting, an amendment to the Company's Special Stock Option Plan (the
"Special Option Plan"), which would increase by 100,000 shares the number of
shares issuable thereunder.

         The Special Option Plan was previously adopted by the Board and
approved by shareholders and provides for awards consisting of stock options or
other stock based awards for shares of Common Stock. The Special Option Plan
provides that awards can be issued to employees, consultants and advisors of the
Company. Prior to the proposed amendment, the Special Option Plan had reserved
400,000 shares of Common Stock for issuance, of which 160,000 remain available
for grant.

         The Compensation and Stock Option Committee has reviewed the awards
available for grant under the Special Option Plan and concluded that the Special
Option Plan did not currently authorize a sufficient number of shares to provide
flexibility for stock-based compensation to establish appropriate long-term
incentives and achieve Company objectives. The Compensation and Stock Option
Committee believes that a key element of compensation is stock based incentive
compensation, which provides substantial motivation for superior performance and
aligns participant's interests with shareholders. In order to provide the
Company with greater flexibility to adapt to changing economic and competitive
conditions, and to attract and retain executives, consultants and advisors who
are important to the long-term success of the Company, the Board of Directors
proposed the adoption, subject to receipt of shareholder approval, of an
amendment to the Special Option Plan to increase the total number of shares
reserved for issuance under the Special Option Plan by 100,000 shares to bring
the total number of shares reserved for issuance under the Special Option Plan
to 500,000. The purpose of the Special Option Plan continues to be to attract
and retain the services of experienced and talented persons as executives, key
employees, consultants and advisors of the Company.

SUMMARY DESCRIPTION OF THE SPECIAL STOCK OPTION PLAN

         The Special Option Plan provides for the appointment by the Company's
Board of Directors of a committee of directors to administer and grant awards
under the Special Option Plan. The Committee administers the Special Option
Plan. A summary of the Special Option Plan is set forth below and is qualified
in its entirety by reference to the Special Option Plan.

         The Committee has full power and authority, subject to the provisions
of the Special Option Plan, to designate participants to grant awards
thereunder, to determine the terms of such awards, to promulgate such rules and
regulations as it deems necessary for the proper administration of the Special
Option Plan, to interpret the provisions and supervise the administration of the
Special Option Plan and all awards granted thereunder, and to take all action in
connection therewith or in relation to the Special Option Plan and any award
granted thereunder as it deems necessary or advisable. Non-employee directors
who serve as members of the Committee are not eligible to receive Awards under
the Special Option Plan.

         The Special Option Plan provides that the Committee shall be authorized
to make adjustments in the terms and conditions of awards in recognition of
unusual or nonrecurring events affecting the Company or its financial statements
or changes in applicable laws, regulations or accounting principals.



                                       9
<PAGE>   12

         As of April 28, 2001, an aggregate of 188,000 awards were outstanding
under the Special Option Plan.

         STOCK AWARDS. The Committee may grant awards of shares which are
subject to such terms and conditions as determined by the Committee, in its sole
discretion. Each such award shall be evidenced by a written agreement which
shall specify the number of shares of Common Stock subject to the award, any
consideration received, any vesting or performance requirements and such other
terms and conditions as determined by the Committee.

         OPTIONS ISSUED UNDER THE SPECIAL OPTION PLAN. Options may be issued
from time to time as determined by the Committee. The exercise price, number of
shares, vesting schedule and other terms and conditions of each option granted
under the Special Option Plan shall be determined by the Committee.

         CONCLUSION AND RECOMMENDATION. The Board of Directors believes it is in
the best interest of the Company and its shareholders to adopt the amendment to
the Special Option Plan.

         The affirmative vote of the holders of a majority of the Common Stock
entitled to vote at the Meeting is required to adopt the proposed amendment to
the Special Option Plan.

         THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE AMENDMENT TO THE SPECIAL OPTION PLAN.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

         The following table shows, for the fiscal years ended April 28, 2001,
April 29, 2000 and May 1, 1999, the cash compensation paid by the Company to the
Chief Executive Officer and named executive officers of the Company.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                          ANNUAL COMPENSATION
                                                       -------------------------     LONG TERM COMPENSATION AWARDS
                                          YEAR          SALARY            BONUS      SECURITIES UNDERLYING OPTIONS
                                          ----          ------            -----      -----------------------------
<S>                                       <C>          <C>              <C>                 <C>
         Nick A. Caporella (1)            2001               --               --               --
           Chairman of the Board,         2000               --               --               --
           President, and Chief           1999               --               --               --
           Executive Officer

         Joseph G. Caporella              2001         $198,000         $134,574            1,500
           Executive Vice                 2000         $188,000         $110,970               --
           President and                  1999         $170,000         $109,043            6,250
           Corporate Secretary

         George R. Bracken (1)(2)         2001         $147,500         $ 25,000            1,500
           Senior Vice President-         2000         $140,000         $ 25,000               --
           Finance                        1999         $134,000         $ 20,931            1,750

         Dean A. McCoy (3)                2001         $105,000         $ 30,500               --
           Senior Vice President-         2000         $ 95,500         $ 19,500               --
           Controller                     1999         $ 90,000         $ 17,500            2,750
</TABLE>

          ----------------
          (1)  The services of Messrs. Nick Caporella and Bracken are provided
               to the Company through the Management Company, an entity owned by
               Mr. Caporella. See "CERTAIN RELATIONSHIPS AND RELATED PARTY
               TRANSACTIONS".

          (2)  Mr. Bracken, who is 55 years old, has served as Senior Vice
               President - Finance of the Company since October 2000 and, prior
               to that date, served as Vice President and Treasurer since
               October 1996. From March 1994 through October 1996, Mr. Bracken
               served in various capacities with the management company.

          (3)  Mr. McCoy, who is 44 years old, has served as Senior Vice
               President-Controller of the Company since October 2000 and, prior
               to that date, served as Vice President - Controller since July
               1993.



                                       10
<PAGE>   13
OPTION/SAR GRANTS IN LAST FISCAL YEAR

The options grants noted below were made under the Company's Key Employee Equity
Partnership ("KEEP") Program. For a description of the KEEP Program, see
"Compensation Committee Report". During Fiscal 2001, Messrs. Joseph Caporella
and Bracken each purchased 3,000 shares of the Company's common stock on the
open market.


<TABLE>
<CAPTION>

                                                                                                     POTENTIAL REALIZABLE VALUE
                                         INDIVIDUAL GRANTS                                           AT ASSUMED ANNUAL RATES
                 --------------------------------------------------------------------------------    OF STOCK PRICE APPRECIATION
                  NUMBER OF SECURITIES   % OF TOTAL OPTIONS GRANTED      EXERCISE      EXPIRATION    FOR OPTION TERMS (1)
NAME               UNDERLYING OPTIONS     TO EMPLOYEES IN FISCAL YEAR    PRICE         DATE          ---------------------------
----              --------------------    ---------------------------    ---------     ---------          0%      5%     10%
<S>                        <C>                                           <C>           <C>           <C>      <C>      <C>
Joseph G. Caporella        1,000                      N/A                $4.20         8-25-2010     $ 6,990  $11,392  $18,146
                             500                      N/A                $4.13         8-25-2010     $ 3,435  $ 5,332  $ 8,917

George R. Bracken          1,500                      N/A                $4.23         8-25-2010     $10,560  $17,211  $27,414

</TABLE>

---------------
(1)  Assumes exercise price equal to par value of common stock after six year
     vesting period as provided under the Company's KEEP Program.

AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL 2001 YEAR-END
OPTION VALUES

         No named executive officer exercised stock options during Fiscal 2001,
and no options have been granted to Mr. Nick A. Caporella since the Company's
inception in 1985. The following table sets forth information with respect to
the named executive officer concerning unexercised options held as of April 28,
2001:

<TABLE>
<CAPTION>

                            NO. OF SECURITIES UNDERLYING                        VALUE OF UNEXERCISED IN-THE-MONEY
                               UNEXERCISED OPTIONS                                        OPTIONS (1)
                         --------------------------------------             ----------------------------------------
NAME                     EXERCISABLE              UNEXERCISABLE             EXERCISABLE                UNEXERCISABLE
----                     -----------              -------------             -----------                -------------
<S>                        <C>                         <C>                    <C>                       <C>
Joseph G. Caporella        111,400                     9,350                  $810,800                  $ 27,973

George R. Bracken           10,300                     3,950                    55,620                    14,785

Dean A. McCoy               17,700                     2,050                   122,875                     2,260
</TABLE>

-----------
(1)  Amount reflects potential gains on outstanding options based on the closing
     price of the Common Stock on April 28, 2001.

         The Company does not maintain any reportable long-term incentive plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Mr. Joseph Caporella is both a member of the Compensation Committee and
an officer of the Company.

COMPENSATION COMMITTEE REPORT

         The Compensation and Stock Option Committee of the Board of Directors
has furnished the following report:

      Mr. Nick A. Caporella was not compensated by the Company or its
subsidiaries during the past fiscal year. The Management Company provides
management services to the Company and its subsidiaries through a group of
employees, including Nick A. Caporella, and receives a management fee from the
Company pursuant to the terms of a management agreement adopted in fiscal year
1992 prior to the Company having publicly traded shares. (See "CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS"). The Management Company receives
an annual base fee from the Company equal to 1% of the consolidated net sales of
the Company, plus incentive compensation based upon certain factors to be




                                       11
<PAGE>   14

determined by the Compensation and Stock Option Committee of the Board of
Directors. The Company paid $4,804,000 for services rendered by the Management
Company for the fiscal year ended April 28, 2001. No incentive compensation has
been incurred or approved under the management agreement since its inception in
fiscal year 1992. In addition, no options or other stock-based awards have been
granted to Mr. Nick Caporella since the Company's formation in 1985.

      The Company's compensation structure has been designed to enable the
Company to attract, motivate and retain top quality executives by providing a
fully competitive and comprehensive package which reflects individual
performance as well as annual incentive awards. The awards are payable in cash
and are based on the achievement of performance goals established by the
Committee, in consultation with the Chief Executive Officer. Consideration is
also given to comparable compensation data for persons holding similarly
responsible positions at other companies in determining appropriate compensation
levels. In addition, long-term, stock-based awards are granted to strengthen the
mutuality of interest between the executive and the Company's shareholders and
to motivate and reward the achievement of important long-term performance
objectives of the Company.

      Long-term incentive compensation for executives currently consists of
stock-based awards made under the Company's 1991 Omnibus Incentive Plan, of
which there are outstanding stock options with vesting schedules typically of
five years. In addition, certain key executives of the Company receive grants
from time to time under the Company's Special Stock Option Plan. The vesting
schedule and exercise price of these options are tied to the executive's
ownership levels of Company Common Stock. The Company issues stock awards with
long-term vesting schedules to increase the level of the executive's stock
ownership by continued employment with the Company.

      In addition, long-term incentive compensation is awarded under the
Company's Key Employee Equity Partnership Program (the "KEEP Program"). The KEEP
Program is designed to positively align the interests between the Company's
executives and its shareholders beyond traditional option programs while, at the
same time, rewarding management in "partnering-up" with the Company in its quest
to create shareholder value. The KEEP Program provides for the granting of stock
options to key employees, officers and directors of the Company who invest their
personal funds in the Common Stock. Participants who purchase shares of Common
Stock in the open market receive grants of stock options equal to 50% of the
number of shares purchased up to a maximum of 6,000 shares in any two-year
period. Options under the KEEP Program are automatically forfeited in case of
the sale of shares originally acquired by the participant. The options are
granted at an initial exercise price of 60% of the purchase price paid for the
shares acquired and reduce to the par value of the Common Stock at the end of
the six-year vesting period.

      The Company's long-term incentive programs are generally intended to
provide rewards to executives only if value is created for shareholders over
time and the executive continues in the employ of the Company. The Committee
believes that employees should have sufficient holdings of the Company's Common
Stock so that their decisions will appropriately foster growth in the value of
the Company. The Committee reviews with the Chief Executive Officer the
recommended individual awards for those executives, other than the Chief
Executive Officer, and evaluates the scope of responsibility, strategic and
operational goals of individual contributions in making final awards under the
1991 Omnibus Incentive Plan, the Special Stock Option Plan and determining
participants in the KEEP Program.

      Compensation and Stock Option Committee:

           Mr. Joseph P. Klock, Jr.
           Mr. S. Lee Kling
           Mr. Joseph G. Caporella
           Mr. Samuel C. Hathorn, Jr.

REPORT OF THE AUDIT COMMITTEE

      The Audit Committee of the Board of Directors has furnished the following
report:



                                       12
<PAGE>   15

      The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Company's management has the primary
responsibility for the financial statements and reporting process, including the
Company's systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed and discussed with management the
audited financial statements included in the Annual Report on Form 10-K for the
fiscal year ended April 28, 2001. This review included a discussion of the
quality and the acceptability of the accounting principles, the reasonableness
of significant judgments, and the clarity of disclosures in the financial
statements.

      The Audit Committee discussed with the Company's independent accountants,
who are responsible for expressing an opinion on the conformity of the Company's
audited financial statements with generally accepted accounting principles, all
matters required to be discussed by Statement on Auditing Standards No. 61. In
addition, the Committee discussed with the independent accountants their
independence from management and the Company, including the matters in their
written disclosures required by the Independence Standards Board Standard No. 1.

      The Audit Committee discussed with the Company's Director of Internal
Audit and independent accountants the overall plans for their respective audits,
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 Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended April 28, 2001 for filing with the
Securities and Exchange Commission.

      Audit Committee:

      Mr. Samuel C. Hathorn, Jr.
      Mr. S. Lee Kling
      Mr. Joseph P. Klock, Jr.

AUDIT FEES, FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
AND ALL OTHER FEES

      The Company retained PriceWaterhouseCoopers LLP to audit its consolidated
financial statements for fiscal 2001. The aggregate audit fees billed by
PriceWaterhouseCoopers LLP for professional services rendered for the fiscal
2001 audit and the reviews of interim financial statements included in the
Company's Form 10-Q were approximately $167,000. The Company did not retain
PriceWaterhouseCoopers LLP to provide any other services in fiscal 2001 and
accordingly, no Financial Information System Design and Implementation Fees or
All Other Fees were paid to PriceWaterhouseCoopers LLP in fiscal 2001.



                                       13
<PAGE>   16



PERFORMANCE GRAPH

      The following graph compares the cumulative total shareholder return on
the Company's Common Stock from the period from April 27, 1996 through April 28,
2001 with the cumulative total return of the S & P 500 Stock Index and a Company
constructed index of peer companies. Included in the Company constructed peer
group index are Coca-Cola Enterprises Inc., Coca-Cola Bottling Company
Consolidated, Cott Corporation and Pepsi of Americas, Inc. The graph assumes
that the value of the investment in Common Stock was $100.00 on April 27, 1996
and that all dividends, if any, were reinvested.

               COMPARISON OF TOTAL RETURN SINCE APRIL 27, 1996 OF
            NATIONAL BEVERAGE COMMON STOCK, S&P 500, AND PEER GROUP


<TABLE>
<CAPTION>

                            4/27/96      5/3/97       5/2/98        5/1/99       4/29/00      4/28/01
                            -------      ------       ------        ------       -------      -------
<S>                         <C>          <C>          <C>           <C>          <C>          <C>
National Beverage           $100.00      232.43       221.62        193.24       179.73       209.73
S & P 500                   $100.00      127.40       178.23        214.77       236.52       208.86
Peer Group                  $100.00      180.65       309.65        277.68       179.54       172.78
</TABLE>


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         The Company is a party to a management agreement with Corporate
Management Advisors, Inc., a company owned by Nick A. Caporella. The management
agreement originated with the need to employ professionals at the early stages
of the Company's development, the cost of which could be shared with others,
thus allowing the Company to have a more cost-effective structure.

         The management agreement states that the Management Company is to
provide to the Company, subject to the direction and supervision of the Board of
Directors of the Company, (i) senior corporate functions (including supervision
of the Company's financial, legal, executive recruitment, internal audit and
management information systems departments) as well as the services of a Chief
Executive Officer and (ii) services in connection with acquisitions,
dispositions and financings by the Company, including identifying and profiling
acquisition candidates, negotiating and structuring potential transactions and
arranging financing for any such transaction.



                                       14
<PAGE>   17

         The Management Company receives an annual base fee from the Company
equal to one percent of the consolidated net sales of the Company, plus
incentive compensation based upon certain factors to be determined by the
Compensation and Stock Option Committee of the Board of Directors. The Company
has paid $4,804,000, $4,263,000 and $4,021,000 for services rendered by the
Management Company for fiscal 2001, 2000 and 1999, respectively. No incentive
compensation has been incurred or approved under the management agreement since
its inception in fiscal 1992. (See "COMPENSATION COMMITTEE REPORT"). Effective
May 1, 1992, NewBevCo, Inc., a wholly-owned subsidiary of the Company, assumed
the obligations of the Company to pay any fees owed to the Management Company to
the extent the Management Company provides services to NewBevCo, Inc. and its
subsidiaries.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

         The Company's financial statements for the fiscal years ended April 28,
2001, April 29, 2000 and May 1, 1999 have been examined by
PricewaterhouseCoopers LLP, independent certified public accountants.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
Meeting to make a statement if they so desire and they are expected to be
available to respond to appropriate questions.

         Since no independent certified public accountants has yet been selected
or recommended for the current fiscal year, subsequent to the Meeting, the
Company's Board of Directors intends to review the appointment of independent
certified public accountants for the next fiscal year.

PROXY SOLICITATION

         The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company. Proxies may be solicited by personal interview, mail,
telephone or facsimile. The Company will also request banks, brokers and other
custodian nominees and fiduciaries to supply proxy material to the beneficial
owners of the Company's Common Stock of whom they have knowledge, and the
Company will reimburse them for their expense in so doing. Certain directors,
officers and other employees of the Company may solicit proxies without
additional remuneration. The entire cost of the solicitation will be borne by
the Company.

DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS

         The Board of Directors does not now intend to bring before the Meeting
any matters other than those disclosed in the Notice of Annual Meeting of
Shareholders, and it does not know of any business which persons other than the
Board of Directors intend to present at the Meeting. Should any other matter
requiring a vote of the shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by any
such proxy discretionary authority to vote the same in respect of any such other
matter in accordance with their best judgment.

         Please date, sign and return the proxy at your earliest convenience in
the enclosed envelope addressed to the Company; no postage is required for
mailing in the United States. A prompt return of your proxy will be appreciated
as it will save the expense of further mailings.

                                           By Order of the Board of Directors,



                                           Nick A. Caporella
                                           Chairman of the Board of Directors,
                                           Chief Executive Officer and President

September _____, 2001
Fort Lauderdale, Florida



                                       15
<PAGE>   18
                                   APPENDIX A

                             NATIONAL BEVERAGE CORP.
                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                                     CHARTER

I. PURPOSE

The Audit Committee (the "Committee") reports to the Board of Directors (the
"Board"). Its primary function is to assist the Board in fulfilling its
responsibilities to shareholders relating to financial accounting and reporting,
the system of internal controls established by management and the adequacy of
auditing relative to these activities. In so doing, it is the responsibility of
the Committee to maintain free and open communication between the Board, the
independent auditors, and the financial management of the Company.

As with the Board, the Committee has oversight, not managerial duties and
authorities, in discharging its responsibilities. Accordingly, it is not the
responsibility of the Committee to plan or conduct audits or to determine
whether the Company's financial statements are complete and accurate or are in
compliance with generally accepted accounting principles; rather, those matters
are the responsibility of management and the outside auditor. Similarly, it is
not the responsibility of the Committee to conduct investigations, to assure
compliance by the Company with the federal securities laws or other legal
requirements or to assure compliance with laws or the Company's corporate
compliance program or any code of ethics. The Committee will, of necessity, rely
upon management and the outside auditors in carrying out the responsibilities
specified in this Charter.

II. COMPOSITION

The Committee of the Board shall be comprised of at least three directors
elected annually by the Board, each of whom shall be independent of management
of the Company and free from any relationship that, in the opinion of the Board,
would interfere with the exercise of his or her independent judgment as a member
of the Committee. All members of the Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
Committee shall have accounting or related financial management expertise.

III. RESPONSIBILITIES

Subject to Section 1 above, the Committee responsibilities are as follows:

o     Holding such regular meetings as may be necessary and such special
      meetings as may be called by the Chairman of the Committee or at the
      request of the independent accountants;

o     Approving an agenda for the ensuing year for the internal audit
      department;

o     Reviewing the performance of the independent accountants and making
      recommendations to the Board regarding the appointment or termination of
      the independent accountants;

o     Conferring with the independent accountants and the internal auditors
      concerning the scope of their examinations of the books and records of the
      Company and its subsidiaries; reviewing and approving the independent
      accountants' annual engagement letter; reviewing and approving the
      Company's internal audit charter, annual audit plans and budgets; having
      the ability to direct the special attention of the internal auditors to
      specific matters or areas deemed by the Committee or the auditors to be of
      specific significance; and authorizing the internal auditors to perform
      such supplemental reviews or audits as the Committee may deem desirable;

o     Reviewing with management, the independent accountants and internal
      auditors significant risks and exposures, audit activities and significant
      audit findings;



                                      A-1
<PAGE>   19

o     Reviewing the range and cost of audit and non-audit services performed by
      the independent accountants;

o     Reviewing the Company's audited financial statements and the independent
      accountants' opinion rendered with respect to such financial statements,
      including reviewing the nature and extent of any significant changes in
      accounting principles or the application therein;

o     Reviewing the reports of the independent auditors to assess the adequacy
      of the Company's system of internal control;

o     Obtaining from the independent accountants and internal auditors their
      recommendations regarding internal controls and other matters relating to
      the accounting procedures and the books and records of the Company and its
      subsidiaries and reviewing the correction of controls deemed to be
      deficient;

o     Providing an independent, direct communication between the Board, internal
      auditors and independent accountants;

o     Reviewing with appropriate Company personnel the actions to ensure
      compliance with the Company's Code of conduct and the results of
      confirmations and violations of such Code;

o     Reporting through its Chairman to the Board following the meetings of the
      Committee;

o     Maintaining minutes or other records of meetings and activities of the
      Committee;

o     Reviewing the powers of the Committee annually and reporting and making
      recommendations to the Board on these responsibilities;

o     Conducting or authorizing investigations into any matters within the
      Committee's scope of responsibilities. The Committee shall be empowered to
      retain independent counsel, accountants, or others to assist it in the
      conduct of any investigation; and

o     Considering such other matters in relation to the financial affairs of the
      Company and its accounts, and in relation to the internal and external
      audit of the Company as the Committee may, in its discretion, determine to
      be advisable.




                                      A-2
<PAGE>   20
                                   APPENDIX B

        NATIONAL BEVERAGE CORP. 1991 OMNIBUS INCENTIVE PLAN (AS AMENDED)

SECTION 1. PURPOSE

         The purposes of this National Beverage Corp. 1991 Omnibus Incentive
Plan (the "Plan") are to encourage selected employees of National Beverage Corp.
(together with any successor thereto, the "Company") and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity, thus enhancing the value of the Company
for the benefit of its shareholders, and to enhance the ability of the Company
and its Affiliates to attract and retain exceptionally qualified individuals
upon whom, in large measure, the sustained progress, growth and profitability of
the Company depend.

SECTION 2. DEFINITIONS

         As used in the Plan, the following terms shall have the meanings set
         forth below:

   (a)   "Affiliate" shall mean (i) any entity that, directly or through one or
         more intermediaries, is controlled by the Company and (ii) any entity
         in which the Company has a significant equity interest, as determined
         by the Committee.

   (b)   "Award" shall mean any Option, Stock Appreciation Right, Restricted
         Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent,
         or other Stock Award or Stock-Based Award granted under the Plan.

   (c)   "Award Agreement" shall mean a written agreement, contract, or other
         instrument or document evidencing an Award granted under the Plan.

   (d)   "Board" shall mean the Board of Directors of the Company.

   (e)   "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

   (f)   "Committee" shall mean a committee of the Board designated by the Board
         to administer the Plan and composed of not less than two directors,
         each of whom is a "disinterested person" within the meaning of Rule
         16b-3.

   (g)   "Dividend Equivalent" shall mean any right granted under Section 6(d)
         of the Plan.

   (h)   "Fair Market Value" shall mean, with respect to any property (including
         without limitations, any Shares or other securities), the fair market
         value of such property determined by such methods or procedures as
         shall be established from time to time by the Committee.

   (i)   "Incentive Stock Option" shall mean an option granted under Section
         6(a) of the Plan that meets the requirements of Section 422 of the Code
         or any successor provision thereto.

   (j)   "Key Employee" shall mean (i) any officer, director or other key
         employee who is a regular full-time employee of the Company or its
         present and future Affiliates or (ii) any consultant or advisor
         providing bona-fide services to the Company or its present or future
         Affiliates not in connection with capital raising transactions.

   (k)   "Non-Qualified Stock Option" shall mean an option granted under Section
         6(a) of the Plan that is not an Incentive Stock Option.




                                      B-1
<PAGE>   21

   (l)   "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
         Option.

   (m)   "Participant" shall mean a Key Employee who has been granted an Award
         under the Plan.

   (n)   "Performance Award" shall mean any right granted under Section 6(f) of
         the Plan.

   (o)   "Person" shall mean any individual, corporation, partnership,
         association, joint-stock company, trust, unincorporated organization,
         or government or political subdivision thereof.

   (p)   "Released Securities" shall mean securities that were Restricted
         Securities with respect to which all applicable restrictions have
         expired, lapsed or been waived.

   (q)   "Restricted Securities" shall mean Restricted Stock or any other Award
         under which issued and outstanding Shares are held subject to
         restrictions imposed by the terms of the Award.

   (r)   "Restricted Stock" shall mean any Share granted under Section 6(c) of
         the Plan.

   (s)   "Restricted Stock Unit" shall mean any right granted under Section 6(c)
         of the Plan that is denominated in Shares.

   (t)   "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
         Exchange Commission under the Securities Exchange Act of 1934, as
         amended, or any successor rule or regulations thereto.

   (u)   "Shares" shall mean the common stock of the Company, $0.01 par value,
         and such other securities or property as may become the subject of
         Awards pursuant to an adjustment made under Section 4(b) of the Plan.

   (v)   "Stock Appreciation Right" shall mean any right granted under Section
         6(b) of the Plan.

   (w)   "Stock Award" shall mean the Award of an Option, Restricted Stock, or
         other right or security consisting of or convertible into Shares.

   (x)   "Stock-Based Award" shall mean an Award of the Stock Appreciation
         Right, Dividend Equivalent, Restricted Stock Unit or other right, the
         value of which is determined by reference to Shares.

   (y)   "Tandem Option" shall mean a Non-Qualified Option issued in tandem with
         the Stock Appreciation Right.

SECTION 3. ADMINISTRATION

   (A)   GENERALLY. The Plan shall be administered by the Committee. Unless
         otherwise expressly provided in the Plan, all designations,
         determinations, interpretations and other decisions under or with
         respect to the Plan or any Award shall be within the sole discretion of
         the Committee, may be made at any time, and shall be final, conclusive,
         and binding upon all Persons, including the Company, any Affiliate, any
         Participant, any holder or beneficiary of any Award, any Shareholder,
         and any employee of the Company or of any Affiliate.

   (B)   POWERS. Subject to the terms of the Plan and applicable law, the
         Committee shall have full power and authority to: (i) designate
         Participants; (ii) determine the type or types of Awards to be granted
         to each Participant under the Plan; (iii) determine the number of
         Shares to be covered by (or with respect to which payments, rights or
         other matters are to be calculated in connection with) Awards; (iv)
         determine the terms and conditions of any Award; (v) determine whether,
         to what extent, and under what circumstances Awards may be settled or



                                      B-2
<PAGE>   22

         exercised in cash, Shares, other Awards, or other property, or
         canceled, forfeited, or suspended, and the method or methods by which
         Awards may be settled, exercised, canceled, forfeited, or suspended;
         (vi) determine whether, to what extent, and under what circumstances
         cash, Shares, other Awards, other property, and other amounts payable
         with respect to an Award under the Plan shall be deferred; (vii)
         interpret and administer the Plan and any instruments or agreements
         relating to, or Award made under the Plan; (viii) establish, amend,
         suspend, or waive such rules and regulations and appoint such agents as
         it shall deem appropriate for the proper administration of the Plan;
         and (ix) make any other determination and take any other action that
         the Committee deems necessary or desirable for the administration of
         the Plan.

   (C)   RELIANCE, INDEMNIFICATIONS. The Committee may employee attorneys,
         consultants, accountants or other persons and the Committee, the
         Company and its officers and directors shall be entitled to rely upon
         the advice, opinions or valuations of any such persons. No member of
         the Committee shall be personally liable for any action, determination
         or interpretation taken or made in good faith with respect to the Plan,
         or Awards made thereunder, and all members of the Committee shall be
         fully indemnified and protected by the Company in respect to such
         action, determination or interpretation.

SECTION 4. SHARES AVAILABLE FOR AWARDS

   (A)   SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b):

         (I)      LIMITATION ON NUMBER OF SHARES. Stock Awards issuable under
                  the Plan are limited such that the maximum aggregate number of
                  Shares which may be issued pursuant to, or by reason of, Stock
                  Awards is 1,400,000. Stock-Based Awards issuable under the
                  Plan are limited such that the maximum aggregate number of
                  Shares to which such Awards relate or correspond is 1,400,000.
                  To the extent that an Award ceases to remain outstanding by
                  reason of termination of rights granted thereunder, forfeiture
                  or otherwise, the Shares subject to such Award shall again
                  become available for Award under the Plan.

         (II)     ACCOUNTING FOR AWARDS. For purposes of this Section 4, for any
                  Award which is denominated in, or with respect to, Shares, the
                  number of Shares covered by such Award, or to which such Award
                  relates, shall be counted on the date of grant of such Award
                  against the aggregate number of Shares available for granting
                  Awards under the Plan; provided, however, that Awards that
                  operate in tandem with (whether granted simultaneously with or
                  at a different time from), or that are substituted for, other
                  Awards may be counted or not counted under procedures adopted
                  by the Committee in order to avoid double counting. Any Shares
                  that are delivered by the Company, and any Awards that are
                  granted by, or become obligations of, the Company, through the
                  assumption by the Company or an Affiliate of, or in
                  substitution for, outstanding awards previously granted by an
                  acquired company shall not, except in the case of Awards
                  granted to Key Employees who are officers or directors of the
                  Company for purposes of Section 16 of the Securities Exchange
                  Act of 1934, as amended, be counted against the Shares
                  available for granting Awards under the Plan.

         (III)    SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares
                  delivered pursuant to an Award may consist, in whole or in
                  part, of authorized and unissued Shares or of treasury Shares.

   (B)   ADJUSTMENTS. In the event that the Committee shall determine that any
         (i) subdivision or consolidation of Shares, (ii) dividend or other
         distribution (whether in the form of cash, Shares, other securities, or
         other property), (iii) recapitalization or other capital adjustment of
         the Company or (iv) merger, consolidation or other reorganization of
         the Company or other rights to purchase Shares or other securities of
         the Company, or other similar corporate transaction or event, affects
         the Shares such that an adjustment is determined by the Committee, to
         be appropriate in order to prevent dilution or enlargement of the
         benefits or potential benefits intended to be made available under the
         Plan, then the Committee shall, in such manner as it may deem
         equitable, adjust any or all of (x) the number and type of Shares (or
         other securities or property) which thereafter may be made the subject
         of Awards, (y) the number and type of Shares (or other securities or
         property) subject to outstanding Awards, and (z) the grant, purchase,



                                      B-3
<PAGE>   23

         or exercise price with respect to any Award or, if deemed appropriate,
         make provision for a cash payment to the holder of any outstanding
         Award; provided, however, in each case, that with respect to Awards of
         Incentive Stock Options no such adjustment shall be authorized to the
         extent that such adjustment would cause the Plan to violate Section 422
         of the Code or any successor provisions thereto and provided further,
         however, that the number of Shares subject to any Award denominated in
         Shares shall always be a whole number.

SECTION 5.  ELIGIBILITY

      Awards may be granted only to Key Employees. In determining the employees
to who Awards shall be granted and the number of shares or units to be covered
by each Award, the Committee shall take into account the nature of employees'
duties, their present and potential contributions to the success of the Company
and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan. A director of the Company or a
subsidiary who is not also a regular full-time employee will not be eligible to
receive an award. A Key Employee who has been granted an Award or Awards under
the Plan may be granted an additional Award or Awards, subject to such
limitations as may be imposed by the Code on the grant of Incentive Stock
Options. No member of the Committee shall be eligible to receive an Award under
the Plan. No Participant shall receive a grant of more than 350,000 Awards in
any year.

SECTION 6.  AWARDS

   (A)   OPTIONS. The Committee is hereby authorized to grant Options to
         Participants with the following terms and conditions and with such
         additional terms and conditions, in either case not inconsistent with
         the provisions of the Plan, as the Committee shall determine:

         (I)      EXERCISE PRICE. The purchase price per Share purchasable under
                  an Non-Qualified Stock Option shall be determined by the
                  Committee; provided, however, that such purchase price shall
                  not be less than the lower of (x) 100% of Fair Market Value of
                  a Share on the date of grant of such Non-Qualified Stock
                  Option or (y) 85% of Fair Market Value of a Share on the date
                  of exercise. The purchase price per Share purchasable under an
                  Incentive Stock Option shall not be less than 100% of the Fair
                  Market Value of the Share on the date of grant of such
                  Incentive Stock Option.

         (II)     OPTION TERM. The term of each Non-Qualified Stock Option shall
                  be fixed by the Committee but generally shall not exceed 10
                  years from the date of grant. The term of each Incentive Stock
                  Option shall in no event be more than 10 years from the date
                  of grant.

         (III)    TIME AND METHOD OF EXERCISE. The Committee shall determine the
                  time or times at which an Option may exercise in whole or in
                  part, and the method or methods by which, and the form or
                  forms (including, without limitation, cash, Shares,
                  outstanding Awards or other consideration, or any combination
                  thereof, having a Fair Market Value on the exercise date equal
                  to the relevant option price) in which, payment of the option
                  price with respect thereto may be made or deemed to have been
                  made.

         (IV)     EARLY TERMINATION. The unexercised portion of any option
                  granted under the Plan will generally be terminated (a) thirty
                  (30) days after the date on which the Participant's employment
                  is terminated for any reason other than (i) cause, (ii) mental
                  or physical disability, or (iii) death; (b) immediately upon
                  the termination of the Participant's employment for cause; (c)
                  three months after the date on which the Participant's
                  employment is terminated by reason of retirement or mental or
                  physical disability or (d) (i) 12 months after the date on
                  which the Participant's employment is terminated by reason of
                  the death of the employee, or (ii) three months after the date
                  on which the Participant shall die if such death shall occur
                  during the three-month period following the termination of the
                  Participant's employment by reason of retirement or mental or
                  physical disability.



                                      B-4
<PAGE>   24



         (V)      INCENTIVE STOCK OPTIONS. All terms of any Incentive Stock
                  Option granted under the Plan shall comply in all respects
                  with the provisions of Section 422 of the Code, or any
                  successor provision thereto, and any regulations promulgated
                  thereunder.

   (B)   STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock
         Appreciation Rights to Participants. Subject to the terms of the Plan
         and any applicable Award Agreement, a Stock Appreciation Right granted
         under the Plan shall confer upon the holder thereof a right to receive,
         upon exercise thereof, an amount in cash equal of the excess of (i) the
         Fair Market Value of one Share on the date of exercise over (ii) the
         Fair Market Value of one Share on the date of grant of the Stock
         Appreciation Right. Subject to the terms of the Plan and any applicable
         Award Agreement, the grant price, term, methods of exercise, methods of
         settlement, and any other terms and conditions of any Stock
         Appreciation Right shall be as determined by the Committee. The
         Committee may impose such conditions or restrictions on the exercise of
         any Stock Appreciation Right as it may deem appropriate, including, but
         not limited to the following: (i) no aggregate payment by the Company
         during any fiscal year upon the exercise of Stock Appreciation Rights
         may exceed $250,000 without Board approval, and (ii) a Participant may
         not exercise a Stock Appreciation Right if the aggregate amount to be
         received as a result of his or her exercise of Stock Appreciation
         Rights in the preceding 12 month period exceeds such Participant's
         current base salary.

   (C)   RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is hereby
         authorized to grant Awards of Restricted Stock and Restricted Stock
         Units to Participants subject to such restrictions as the Committee may
         impose (including, without limitation, any limitation on the right to
         vote a Share of Restricted Stock or the right to receive any dividend
         or other right or property), which restrictions may lapse separately or
         in combination at such time or times, in such installments or
         otherwise, as the Committee may deem appropriate but not inconsistent
         with the provisions of the Plan:

         (I)      REGISTRATION. Any Restricted Stock granted under the Plan may
                  be evidenced in such manner as the Committee may deem
                  appropriate, including, without limitation, book-entry
                  registration or issuance of a stock certificate or
                  certificates. In the event any stock certificate is issued in
                  respect of Shares of Restricted Stock granted under the Plan,
                  such certificate shall be registered in the name of the
                  Participant and shall bear an appropriate legend referring to
                  the terms, conditions, and restrictions applicable to such
                  Restricted Stock.

         (II)     FORFEITURE. Except as otherwise determined by the Committee,
                  upon termination of employment (as determined under criteria
                  established by the Committee) for any reason during the
                  applicable restriction period, all Shares of Restricted Stock
                  and all Restricted Stock Units still, in either case, subject
                  to restriction shall be forfeited to and reacquired by the
                  Company; provided, however, that the Committee may, when it
                  finds that a waiver would be in the best interests of the
                  Company, waive in whole or in part any or all remaining
                  restrictions with respect to Shares of Restricted Stock or
                  Restricted Stock Units.

         (III)    LAPSE OF RESTRICTIONS. Unrestricted Shares, evidenced in such
                  manner as the Committee shall deem appropriate, shall be
                  delivered to the holder of Restricted Stock promptly after
                  such Restricted Stock shall become Released Securities.

   (D)   DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant
         Awards to Participants under which the holders thereof shall be
         entitled to receive payment equivalent to dividends with respect to a
         number of Shares and payable on such date or dates as determined by the
         Committee, and the Committee may provide that such amounts (if any)
         shall be deemed to have been reinvested in additional Shares or
         otherwise reinvested. Subject to the terms of the Plan and any
         applicable Award Agreement, such Awards may have such terms and
         conditions as the Committee shall determine.



                                      B-5
<PAGE>   25


   (E)   OTHER AWARDS. The Committee is hereby authorized, to the extent
         permitted under Rule 16b-3 and applicable law, to grant to Participants
         such other Awards that are denominated or payable in, valued in whole
         or in part by reference to, or otherwise based on or related to, Shares
         (including, without limitation, securities convertible into Shares), as
         are deemed by the Committee to be consistent with the purposes of the
         Plan. Subject to the terms of the Plan and any applicable Award
         Agreement, the Committee shall determine the terms and conditions of
         such Awards. Shares or other securities delivered to a Participant
         pursuant to a purchase right granted under this Section 6(e) shall be
         purchased for such consideration, which may be paid by such method or
         methods and in such form or forms, including, without limitation, cash,
         Shares, outstanding Awards, or other consideration, or any combination
         thereof, as the Committee shall determine. The value of the
         consideration paid for Shares and other securities delivered to a
         Participant under this Section 6(e), as established by the Committee,
         shall not be less than the Fair Market Value of such Shares or other
         securities as of the date such purchase right is granted.

   (F)   PERFORMANCE AWARDS. The Committee is hereby authorized to grant
         Performance Awards to Participants. Subject to the terms of the Plan
         and any applicable Award Agreement, a Performance Award granted under
         the Plan (i) may be denominated as a Stock Award or a Stock-Based Award
         and payable in cash, Shares, other securities or other property and
         (ii) shall confer on the holder thereof rights valued as determined by
         the Committee and payable to, or exercisable by, the holder of the
         Performance Award, in whole or in part, upon the achievement of such
         performance goals and during such performance periods as the Committee
         shall establish. Subject to the terms of the Plan and any applicable
         Award Agreement, the performance goals to be achieved during any
         performance period, the length or any performance period, and the
         amount of any payment or transfer to be made pursuant to any
         Performance Award shall be determined by the Committee.

   (G)   GENERAL.

         (I)      NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for
                  no cash consideration or such minimal cash consideration as
                  may be required by applicable law.

         (II)     AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in
                  the discretion of the Committee, be granted either alone or in
                  addition to, in tandem with, or in substitution for any other
                  Award or any award granted under any other plan of the Company
                  or any Affiliate. Awards granted in addition to or in tandem
                  with other Awards, or in addition to or in tandem with awards
                  granted under any other plan of the Company or any Affiliate,
                  may be granted either at the same time as or at a different
                  time from the grant of such other Awards or awards; provided,
                  that any Tandem Option shall be entitled to a credit toward
                  the option exercise price equal to the value of the Stock
                  Appreciation Rights issued in tandem with the Option
                  exercised, but not in an amount that would exceed the amount
                  of the federal income tax deduction allowed to the Company in
                  respect to such Stock Appreciation Rights and not in an amount
                  which would reduce the amount of the Participant's payment
                  below the par value of the Shares subject to the Option. Upon
                  such exercise of the Tandem Option, the related Stock
                  Appreciation Right shall terminate and the value of such Stock
                  Appreciation Right shall be limited to such credit. Upon the
                  exercise of a Stock Appreciation Right issued as part of a
                  Tandem Option, the Option to which such Stock Appreciation
                  Right relates shall cease to be exercisable to the extent of
                  the number of Shares with respect to which the Stock
                  Appreciation Right was exercised.

         (III)    FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
                  Plan and of any applicable Award Agreement, payment or
                  transfer to be made by the Company or an Affiliate upon the
                  grant or exercise of an Award may be made in such form or
                  forms as the Committee shall determine, including, without
                  limitation, cash, Shares, other securities, other Awards, or
                  other property, or any combination thereof, and may be made in
                  a single payment or transfer, in installments, or on a



                                      B-6
<PAGE>   26

                  deferred basis, in each case in accordance with rules and
                  procedures established by the Committee. Such rules and
                  procedures may include, without limitation, provisions for the
                  payment or crediting of reasonable interest on installment or
                  deferred payments or the grant or crediting of Dividend
                  Equivalents in respect of installment or deferred payments
                  denominated in Shares or other securities.

         (IV)     LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
                  Securities), and no right under any such Award shall be
                  assignable, alienable, saleable, or transferable by a
                  Participant otherwise than by will or by the laws of descent
                  and distribution (or, in the case of an Award of Restricted
                  Securities, to the Company); provided, however, that, if so
                  determined by the Committee, a Participant may, in the manner
                  established by the Committee, designate a beneficiary or
                  beneficiaries to exercise the rights of the Participant, and
                  to receive any property distributable, with respect to any
                  Award upon the death of the Participant. Each Award, and each
                  right under any Award, shall be exercisable, during the
                  Participant's lifetime, only by the Participant or, if
                  permissible under applicable law with respect to any Award
                  that is not an Incentive Stock Option, by the Participant's
                  guardian or legal representative. No Award (other than
                  Released Securities), and no right under any such Award, may
                  be pledged, alienated, attached or otherwise encumbered, and
                  any purported pledge, alienation, attachment, or encumbrance
                  thereof shall be void and unenforceable against the Company or
                  any Affiliate.

         (V)      TERM OF AWARDS. Except as set forth in Section 6(a)(ii), the
                  term of each Award shall be for such period as may be
                  determined by the Committee.

         (VI)     SHARE CERTIFICATES. All certificates for Shares or other
                  securities of the Company or any Affiliate delivered under the
                  Plan pursuant to any Award or the exercise thereof shall be
                  subject to such stop transfer orders and other restrictions as
                  the Committee may deem advisable under the Plan or the rules,
                  regulations, and other restrictions as the Committee may deem
                  advisable under the Plan or the rules, regulations, and other
                  requirements of the Securities and Exchange Commission, any
                  stock exchange upon which such Shares or other securities are
                  then listed, and any applicable Federal or state securities
                  laws, and the Committee may cause a legend or legends to be
                  put on any such certificates to make appropriate reference to
                  such restrictions.

SECTION 7.  AMENDMENT AND TERMINATION.

      Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

   (A)   AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
         discontinue, or terminate the Plan, including, without limitation, any
         amendment, alteration, suspension, discontinuation, or termination that
         would impair the rights of any Participant, or any other holder or
         beneficiary of any Award theretofore granted to the extent such rights
         are not then accrued and vested, without the consent of any
         shareholder, Participant, other holder or beneficiary of an Award, or
         other Person; provided, however, that notwithstanding any other
         provision of the Plan or any Award Agreement, without the approval of
         the shareholders of the Company no amendment, alteration, suspension,
         discontinuation, or termination shall be made that would:

         (i)      Increase the total number of Shares available for Awards under
                  the Plan, except as provided in Section 4 of the Plan;

         (ii)     Materially increase the benefits accruing to Participants
                  under the Plan; or

         (iii)    Materially modify the requirements as to eligibility for
                  participation in the Plan.



                                      B-7
<PAGE>   27

   (B)   AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights
         under, amend any terms of, or amend, alter, suspend, discontinue, or
         terminate, any Award theretofore granted, prospectively or
         retroactively, without the consent of any relevant Participant or
         holder or beneficiary of the Award.

   (C)   ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS. In the event the
         Company of any Affiliate shall assume outstanding employee awards in
         connection with the acquisition of another business or another
         corporation or business entity, the Committee may make such
         adjustments, not inconsistent with the terms of the Plan, in the terms
         of Awards as it shall deem appropriate in order to achieve reasonable
         comparability or other equitable relationship between the assumed
         awards and the Awards granted under the Plan as so adjusted.

   (D)   ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
         NONRECURRING EVENTS. The Committee shall be authorized to make
         adjustments in the terms and conditions of, and the criteria included
         in, Awards in recognition of unusual or nonrecurring events (including,
         without limitation, the events described in Section 4(b) hereof)
         affecting the Company, any Affiliate, or the financial statements of
         the Company or any Affiliate or of changes in applicable laws,
         regulations, or accounting principles, whenever the Committee
         determines that such adjustments are appropriate in order to prevent
         dilution or enlargement of the benefits or potential benefits to be
         made available under the Plan.

   (E)   CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Committee
         may correct any defect, supply any omission or reconcile any
         inconsistency in the Plan or any Award in the manner and to the extent
         it shall deem desirable to carry the Plan into effect.

SECTION 8.  GENERAL PROVISIONS

   (A)   NO RIGHTS TO AWARDS. No Key Employee or Participant shall have any
         claim to be granted any Award under the Plan, and there is no
         obligation for uniformity of treatment of Key Employees, Participants,
         or holder or beneficiaries of Awards under the Plan. The terms and
         conditions of Awards need not be the same with respect to each
         recipient.

   (B)   WITHHOLDING. The Company or any Affiliate shall be authorized to
         withhold from any Award granted or any payment due or transfer made
         under any Award or under the plan the amount (in cash, Shares, other
         securities, or other property) of withholding taxes due in respect of
         any Award, its exercise, or any payment or transfer under such Awards
         or under the Plan and to take such other action as may be necessary in
         the opinion of the Company to satisfy all obligations for the payment
         of such taxes. In case of Awards paid in Shares, the Participant or
         other person receiving such Shares may be required to pay the Company
         or Affiliate, as appropriate, the amount of any such withholding taxes
         which is required to be withheld with respect to such Shares.

   (C)   NO LIMIT ON OTHER PLANS. Nothing contained in the Plan shall prevent
         the Company or any Affiliate from adopting or continuing in effect
         other or additional compensation arrangements and such arrangements may
         be either generally applicable or applicable only in specific cases.

   (D)   NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as
         giving a Participant the right to be retained in the employ of the
         Company or any Affiliate. Further, the Company or an Affiliate may at
         any time dismiss a Participant from employment, free from any
         liability, or any claim under the Plan, unless otherwise expressly
         provided in the Plan or in any Award Agreement.

   (E)   GOVERNING LAW. The validity, construction, and effect of the Plan any
         rules and regulations relating to the Plan shall be determined in
         accordance with the laws of the State of New York and applicable
         Federal law.

   (F)   SEVERABILITY. If any provision of the Plan or any Award is or becomes
         or is deemed to be invalid, illegal or unenforceable in any
         jurisdiction, or would disqualify the Plan or any Award under any law
         deemed applicable by the Committee, such provision shall be construed



                                      B-8
<PAGE>   28

         or deemed amended to conform to applicable laws, or if it cannot be
         construed or deemed amended without, in the determination of the
         Committee, materially altering the intent of the Plan, such provision
         shall be deemed void stricken and the remainder of the Plan and any
         such Award shall remain in full force and effect.

   (G)   NO TRUST OR FUND CREATED. Neither the Plan or any Award shall create or
         be construed to create a trust or separate fund of any kind or a
         fiduciary relationship between the Company or any Affiliate and a
         Participant or any other Person. To the extent that any Person acquires
         a right to receive payments from the Company or any Affiliate pursuant
         to an Award, such right shall be no greater than the right of any
         unsecured general creditor of the Company or any Affiliate.

   (H)   NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
         pursuant to the Plan or any Award, and the Committee shall determine
         whether cash, other securities, or other property shall be paid or
         transferred in lieu of any fractional Shares or whether such fractional
         Shares or any rights thereto shall be canceled, terminated, or
         otherwise eliminated.

   (I)   HEADINGS. Headings are given to the Sections and subsections of the
         Plan solely as a convenience to facilitate reference. Such headings
         shall not be deemed in any way material or relevant to the construction
         or interpretation of the Plan or any provisions thereof.

SECTION 9.  EFFECTIVE DATE OF THE PLAN

      The Plan is effective as of January 20, 1991.

SECTION 10.  TERM OF THE PLAN

      The Plan will continue until the earlier of (i) the date of which all
Stock Awards and Stock-Based Awards issuable hereunder have been issued, or (ii)
the termination of the Plan by the Board. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond such date and the authority of the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award, and the authority of the Board to
amend the Plan, shall extend beyond such date.



                                      B-9
<PAGE>   29
                                   APPENDIX C

          NATIONAL BEVERAGE CORP. SPECIAL STOCK OPTION PLAN, AS AMENDED

1.       PURPOSE.

         The purpose of the Special Stock Option Plan (the "Plan") is to reward
employees, consultants and advisers that have been instrumental in the growth,
performance and management of National Beverage Corp., and its subsidiaries and
affiliates (the "Corporation") and to attract and retain such individuals by
awarding stock options and other stock based awards.

2.       DEFINITIONS.

         The following definitions are applicable to the Plan:

         "Award" means the grant of options or other stock based awards under
         the Plan.

         "Board" means the Board of Directors of the Corporation.

         "Board Committee" means the committee of the Board appointed in
         accordance with Section 4 to administer the Plan.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the common stock of the Corporation, $.01 par
         value per share.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" means, on any date, the closing sale price of one
         share of Common Stock, as reported in the NASDAQ National Market System
         or any national securities exchange on which the Common Stock is then
         listed, as published in the Wall Street Journal or another newspaper of
         general circulation, as of such date or, if there were no sales
         reported as of such date, as of the last date preceding such date as of
         which a sale was reported. In the event that the Common Stock is not
         listed in the NASDAQ National Market System or a national securities
         exchange, Fair Market Value shall be determined in good faith by the
         Board Committee in its sole discretion.

         "Grant Date" means the date on which the grant of an Option under
         Section 5 hereof becomes effective pursuant to the terms of the Stock
         Option Agreement relating thereto.

         "Option" means any option to purchase shares of Common Stock granted
         under Section 5.

         "Option Price" means the purchase price of each share of Common Stock
         under an Option.

3.       SHARES SUBJECT TO PLAN.

         3.1 SHARES RESERVED UNDER THE PLAN. Subject to adjustment as provided
in Section 3.2, Four Hundred Thousand (400,000) shares of Common Stock shall be
cumulatively available for the grant under the Plan. Shares of Common Stock to
be issued pursuant to the Plan may be authorized and unissued shares, treasury
shares, or any combination thereof. If any shares of Common Stock subject to an


                                      C-1
<PAGE>   30


Award hereunder are forfeited or any such Award otherwise terminates without the
issuance of such shares of Common Stock, or if any shares of Common Stock are
surrendered in full or partial payment of the Option Price of an Option, such
shares, to the extent of any such forfeiture, termination or surrender, shall
again be available for grant under the Plan.

         3.2 ADJUSTMENTS. Subject to Section 6 hereof, the aggregate number of
shares of Common Stock which may be awarded under the Plan and outstanding
Awards shall be adjusted by the Board Committee to reflect a change in the
capitalization of the Corporation, including but not limited to, a stock
dividend or split, recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, spin-off, spin-out or other distribution of
assets to shareholders.

4.       ADMINISTRATION OF PLAN.

         4.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the
Board Committee. The Board Committee shall have authority to interpret the Plan,
to establish, amend, and rescind any rules and regulations relating to the Plan,
to prescribe the form of any agreement or instrument executed in connection
herewith, and to make all other determinations necessary or advisable for the
administration of the Plan. All such interpretations, rules, regulations and
determinations shall be conclusive and binding on all persons and for all
purposes.

         4.2 DESIGNATION OF PARTICIPANTS. Participants shall be selected, from
time to time, by the Board Committee, from those employees, consultants and
advisers of the Corporation who, in the opinion of the Board Committee, have the
capacity to contribute materially to the continued growth, success, performance
and management of the Corporation.

5.       STOCK OPTIONS.

         Options may be granted, from time to time, to such participants of the
Corporation as may be selected by the Board Committee in accordance with Section
4.2. The Option Price shall be determined by the Board Committee effective on
the Grant Date. The number of shares of Common Stock subject to each option
granted to each participant, the terms of each option, and any other terms and
conditions of an Option granted hereunder shall be determined by the Board
Committee, in its sole discretion, effective on the Grant Date.

6.       OTHER STOCK-BASED AWARDS.

         Awards of shares of Common Stock and other awards that are valued in
whole or in part by reference to, or are otherwise based on, Common Stock, may
be made, from time to time, to employees, consultants and advisers of the
Corporation and its affiliates as may be selected by the Board Committee. Such
Awards may be made alone or in addition to or in connection with any other Award
hereunder. The Board Committee may in its sole discretion determine the terms
and conditions of any such Award. Each such Award shall be evidenced by an
agreement between the participant and the Corporation which shall specify the
number of shares of Common Stock subject of the Award, any consideration
therefor, any vesting or performance requirements and such other terms and
conditions as the Board Committee shall determine.

7.       AMENDMENT OR TERMINATION OF PLAN.

         The Board or the Board Committee may amend, suspend or terminate the
Plan or any part thereof from time to time, provided that no change may be made
which would impair the rights of a participant to whom shares of Common Stock
have theretofore been awarded without the consent of said participant.



                                      C-2
<PAGE>   31


8.       MISCELLANEOUS.

         8.1 RIGHTS OF EMPLOYEES. Nothing in the Plan shall interfere with or
limit in any way the right of the Corporation or any affiliate to terminate any
participant's employment or other relationship with the Corporation at any time,
nor confer upon any participant any right to continued employment or other
relationship with the Corporation or any affiliate.

         8.2 TAX WITHHOLDING. The Corporation shall have the authority to
withhold, or to require a participant to remit to the Corporation, prior to
issuance or delivery of any shares or cash hereunder, an amount sufficient to
satisfy federal, state and a local tax withholding requirements associated with
any Award. In addition, the Corporation may, in its sole discretion, permit a
participant to satisfy any tax withholding requirements, in whole or in part, by
(i) delivering to the Corporation shares of Common Stock held by such
participant having a Fair Market Value equal to the amount of the tax or (ii)
directing the Corporation to retain shares of Common Stock otherwise issuable to
the participant under the Plan.

         8.3 STATUS OF AWARDS. Awards hereunder shall not be deemed compensation
for purposes of computing benefits under any retirement plan of the Corporation
and shall not affect any benefits under any other benefit plan now or hereafter
in effect under which the availability or amount of benefits is related to the
level of compensation.

         8.4 WAIVER OF RESTRICTIONS. The Board Committee may, in its sole
discretion, based on such factors as the Board Committee may deem appropriate,
waive in whole or in part, any remaining restrictions or vesting requirements in
connection with any Award hereunder.

         8.5 ADJUSTMENT OF AWARDS. Subject to Section 7, the Board Committee
shall be authorized to make adjustments in the terms and conditions of Awards in
recognition of unusual or nonrecurring events affecting the Corporation or its
financial statements or changes in applicable laws, regulations or accounting
principles; provided however, that no such adjustment shall impair the rights of
any participant without his consent. The Board Committee may also make Awards
hereunder in replacement of, or as alternatives to, Awards previously granted to
participants, including without limitation, previously granted Options having
higher Option Prices and grants or rights under any other plan of the
Corporation or of any acquired entity. The Board Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem desirable to carry it into
effect. In the event the Corporation shall assume outstanding employee benefit
awards or the right or obligation to make future such awards in connection with
the acquisition of another corporation or business entity, the Board Committee
may, in its discretion, make such adjustments in the terms of Awards under the
Plan as it shall deem appropriate.

         8.6 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall be effective as of
July 21, 1995. Any grants made hereunder prior to such approval shall be
effective when made (unless otherwise specified by the Board Committee at the
time of grant.) Unless terminated under the provisions of Section 7 hereof, the
Plan shall continue in effect until terminated by the Board.



                                      C-3
<PAGE>   32
                             NATIONAL BEVERAGE CORP.
           PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 26, 2001
               SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY


The undersigned hereby constitutes and appoints David J. Boden and Dean A.
McCoy, and each of them, with full power of substitution, attorneys and proxies
to represent and to vote all of the shares of Common Stock which the undersigned
would be entitled to vote, with all powers the undersigned would posses if
personally present, at the Annual Meeting of the Shareholders of NATIONAL
BEVERAGE CORP. to be held at the Baltimore Marriott Waterfront Hotel, 700
Aliceanna Street, Baltimore, Maryland 21202, on October 26, 2001 at 2:00 pm
local time and at any adjournments or postponements thereof, on all matters
coming before said meeting in the manner set forth below:
<TABLE>

<S>                                                              <C>
1. Election of two Class II Directors for a term of three        4.  In their discretion, upon any other matters which may properly
   years:                                                            come before the meeting or any adjournments or postponements
                                                                     thereof.
     (Mark only one of the following boxes)

     VOTE FOR               VOTE WITHHELD                                   PLEASE MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
    the nominee             for the nominee       NOMINEES:
     listed                   listed                                     THIS PROXY WHEN  PROPERLY  EXECUTED WILL BE VOTED IN THE
                                                                         MANNER DIRECTED  HEREIN BY THE UNDERSIGNED  SHAREHOLDER.
      [ ]                      [ ]               S. LEE KLING            IF NO  DIRECTION  IS MADE,  THIS PROXY WILL BE VOTED FOR
                                                                         THE  ELECTION AS CLASS II  DIRECTORS  OF THE NOMINEES OF
      [ ]                      [ ]               JOSEPH P. KLOCK, JR.    THE  BOARD  OF  DIRECTORS,  FOR  THE  AMENDMENT  TO  THE
                                                                         COMPANY'S  1991  OMNIBUS  INCENTIVE  PLAN TO INCREASE BY
                                                                         600,000 THE NUMBER OF SHARES  ISSUABLE  THEREUNDER,  FOR
                                                                         THE  AMENDMENT  TO THE  COMPANY'S  SPECIAL  STOCK OPTION
                                                                         PLAN  TO  INCREASE  BY  100,000  THE  NUMBER  OF  SHARES
2.  Approve an amendment to the Company's 1991 Omnibus                   ISSUABLE THEREUNDER AND WITH DISCRETIONARY  AUTHORITY ON
    Incentive Plan to increase by 600,000 the number of shares           ALL MATTERS  WHICH MAY PROPERLY  COME BEFORE THE MEETING
    issuable thereunder:                                                 OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

                [  ]  For                                                The    undersigned    acknowledges    receipt   of   the
                [  ]  Against                                            accompanying Proxy Statement dated September ____, 2001
                [  ]  Abstain
                                                                         Date______________________________________________, 2001
3.  Approve an amendment to the Company Special Stock Option
    Plan to increase by 100,000 shares the number of shares
    issuable thereunder:                                                 _________________________________________________________
                [  ] For
                [  ] Against
                [  ] Abstain                                             __________________________________________________________
                                                                                     Signature of Shareholder(s)

                                                                          (When signing as attorney, trustee, executor,
                                                                          administrator, guardian, corporate officer or other
                                                                          representative, please give full title. If more than one
                                                                          trustee, all should sign. Joint owners must each sign.)
</TABLE>

</TEXT>
</DOCUMENT>
