BLOUNT INTERNATIONAL INC, DEF 14A, 1996-05-15

BLOUNT INTERNATIONAL INC
DEF 14A, 1996-05-15

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<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>

Blount International, Inc.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

(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

[BLOUNT LOGO]

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Blount International, Inc. which will be held at 10:00 AM CDT, on Monday, June
24, 1996 in the Carolyn Blount Theatre at the Alabama Shakespeare Festival, One
Festival Drive, Montgomery, Alabama.

In addition to the matters set forth in the attached Proxy Statement, we
will report on the activities of Blount and give you an opportunity to ask
questions.

Your vote is important and your shares should be represented at the meeting
whether or not you are personally able to attend. You are urged to sign, date
and return the enclosed proxy card(s) promptly.

On behalf of our Board of Directors and employees, we thank you for your
continued support of Blount International, Inc.

Sincerely,

/s/ Winton M. Blount /s/ John M. Panettiere
---------------------- -----------------------------
Winton M. Blount John M. Panettiere
Chairman of the Board President and Chief Executive
Officer
<PAGE> 3

[BLOUNT LOGO]
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 24, 1996
---------------------

TO THE STOCKHOLDERS OF BLOUNT INTERNATIONAL, INC.:

The Annual Meeting of Stockholders of Blount International, Inc. will be
held at 10:00 A.M., C.D.T., on Monday, June 24, 1996 in the Carolyn Blount
Theater at the Alabama Shakespeare Festival, One Festival Drive, Montgomery,
Alabama 36117, for the following purposes:

1. To elect a Board of Directors to serve until the next Annual Meeting of
Stockholders or until their successors have been elected and qualified;

2. To consider and act upon a proposal to ratify the appointment of Coopers
& Lybrand L.L.P. as independent auditors for the Corporation for the
year ending December 31, 1996; and

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Directors has fixed the close of business on Friday, April 26,
1996, as the record date for determining the stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.

IF YOU OWN SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK, YOU
MUST RETURN BOTH PROXY FORMS IN ORDER TO VOTE FOR ALL DIRECTORS.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO ASSURE
YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING FORM OR FORMS OF PROXY AND RETURN THEM PROMPTLY IN THE ENCLOSED
ENVELOPE.

By Order of the Board of Directors,

/s/ D. Joseph McInnes
---------------------------------------
D. JOSEPH McINNES
Senior Vice President -- Administration
and Secretary

4520 Executive Park Drive
Montgomery, Alabama 36116-1602
May 10, 1996
<PAGE> 4

BLOUNT INTERNATIONAL, INC.

4520 EXECUTIVE PARK DRIVE

MONTGOMERY, ALABAMA 36116-1602

(334) 244-4000

------------------------------

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
JUNE 24, 1996

------------------------------

This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors (the "Board") of Blount International, Inc., a
Delaware corporation (the "Corporation"), of your proxy or proxies for use at
the Annual Meeting of Stockholders to be held on June 24, 1996, or at any
adjournment thereof (the "Meeting"). It is anticipated that this Proxy Statement
and the accompanying form or forms of proxy will be mailed to stockholders on or
about May 15, 1996.

Shares represented by each properly signed proxy on the accompanying form
or forms received by the Corporation in time to permit its use at the Meeting or
any adjournment thereof will be voted at the Meeting, but such proxy may be
revoked at any time prior to the actual voting thereof by giving notice in
writing to the Secretary of the Corporation or by voting a subsequently dated
proxy. If a proxy is signed but no specification is made on the proxy, the
shares represented by the proxy will be voted as recommended by the Board. If a
specification is made, the shares will be voted in accordance with the
specification. The presence of a stockholder at the Meeting does not revoke his
or her proxy; however, a stockholder may revoke his or her proxy and vote in
person if he or she so requests.

Note that, except where expressly stated otherwise, the information
provided in this Proxy Statement constitutes the aggregation of such information
as it related to Blount, Inc. prior to November 4, 1995 and to Blount
International, Inc. after November 3, 1995 through February 29, 1996.

As of the close of business on November 3, 1995, Blount, Inc. merged with a
wholly-owned subsidiary of Blount International, Inc. and became a wholly-owned
subsidiary of Blount International, Inc. As the merger consideration, each share
of Blount, Inc. Class A and Class B common stock (other than those owned by the
Corporation) was exchanged for 1.5 shares of Blount International, Inc. Class A
and Class B common stock respectively. Effective November 6, 1995, the common
Class A and Class B stock of Blount, Inc. was delisted from the American Stock
Exchange, Inc. and the common stock of Blount International, Inc. began trading
on the New York Stock Exchange, Inc.

VOTING SECURITIES

RECORD DATE, CLASSES OF STOCK ENTITLED TO VOTE, AND VOTE REQUIRED

The Board has fixed the close of business on Friday, April 26, 1996, as the
record date for determining stockholders entitled to notice of and to vote at
the Meeting. Holders of shares of Class A Common Stock and Class B Common Stock
are entitled to vote at the Meeting. As of such date, the Corporation had issued
and outstanding 13,199,097 shares of Class A Common Stock and 5,923,358 shares
of Class B Common Stock. There are no cumulative voting or preemptive rights.

The holders of Class A Common Stock will be entitled to elect 25% (rounded
up to the nearest whole number) of the directors and will be entitled to 1/10 of
1 vote per share with respect to other matters. The holders of Class B Common
Stock will be entitled to elect the remaining directors and will be entitled to
1 vote per share with respect to other matters.

Directors are elected by the affirmative vote of a majority of the shares
of the appropriate class of common stock, voting as a single class, cast in the
election. The affirmative vote of a majority of the voting power of the shares
of both classes of common stock, voting together, cast in the election is
required to approve any other proposal presented at the Meeting.

1
<PAGE> 5

PRINCIPAL STOCKHOLDERS

The following table sets forth as of April 26, 1996, to the best knowledge
of the Corporation, information as to (a) beneficial ownership of more than 5%
of the Class A Common Stock and Class B Common Stock of the Corporation by
certain persons (other than director nominees); and (b) beneficial ownership of
Class A Common Stock and Class B Common Stock of the Corporation by (i) each
director nominee, (ii) each executive officer named in the Summary Compensation
Table other than director nominees, and (iii) all director nominees and
executive officers of the Corporation as a group. Except as otherwise indicated,
all beneficial ownership stated in the table represents sole voting and
investment power.

<TABLE>
<CAPTION>
PERCENT
SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY OF TOTAL
BENEFICIAL OWNERS TITLE OF CLASS OWNED CLASS VOTES(1)
----------------------------------- --------------------- -------------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
(a) Holders of more than 5% of Class A
Common Stock and Class B Common
Stock (other than director nominees
and executive officers named in the
Summary Compensation Table)
-----------------------------------
The Blount Holding Company, L.P. Class A Common Stock 1,446,072 (2) 10.96% 2.00%
4520 Executive Park Drive Class B Common Stock 4,204,848 (2) 70.99% 58.05%
Montgomery, Alabama 36116
BHP, Inc. Class A Common Stock 1,446,072 (3) 10.96% 2.00%
4520 Executive Park Drive Class B Common Stock 4,204,848 (3) 70.99% 58.05%
Montgomery, Alabama 36116
The Chase Manhattan Bank, N.A. Class A Common Stock 1,580,138 (4) 11.97% 2.18%
770 Broadway Class B Common Stock None
New York, New York 10003-9598
(b)(i) Nominees -- Class A Common Stock
-----------------------------------
W. Houston Blount Class A Common Stock 5,537 * *
Class B Common Stock 1,998 * *
Herbert J. Dickson Class A Common Stock 3,499 * *
Class B Common Stock 3,099 * *
Mary D. Nelson Class A Common Stock 4,000 * *
Class B Common Stock None
Nominees -- Class B Common Stock
-----------------------------------
Winton M. Blount Class A Common Stock 1,473,516 (5) 11.16% 2.03%
Class B Common Stock 4,973,367 (5) 83.96% 68.66%
R. Eugene Cartledge Class A Common Stock 2,500 * *
Class B Common Stock None
C. Todd Conover Class A Common Stock 2,500 * *
Class B Common Stock None
H. Corbin Day Class A Common Stock 13,456 * *
Class B Common Stock None
Emory M. Folmar Class A Common Stock 1,000 * *
Class B Common Stock None
John M. Panettiere Class A Common Stock 194,785 (6) 1.46% *
Class B Common Stock None
Arthur P. Ronan Class A Common Stock 1,000 * *
Class B Common Stock None
Joab L. Thomas Class A Common Stock 5,221 * *
Class B Common Stock None
(ii) Executive Officers named in the
Summary Compensation Table (other
than director nominees)
-----------------------------------
Donald B. Zorn Class A Common Stock 14,239 (7) * *
Class B Common Stock None
</TABLE>

2
<PAGE> 6

- ---------------

* Less than 1.0% of class or total votes.
(1) Percent of total votes on all matters other than the election of directors.
(2) The Blount Holding Company, L.P. is a limited partnership whose sole
general partner is BHP, Inc., a Delaware corporation controlled by Winton
M. Blount.
(3) Includes 1,446,072 shares of Class A Common Stock and 4,204,848 shares of
Class B Common Stock owned by the Blount Holding Company, L.P.
(4) The Chase Manhattan Bank, N.A. serves as the Master Trustee for the
Corporation's 401(k) Retirement Savings Plan. The shares listed are held
for the benefit of the participants in that plan. Under the terms of the
Plan, as amended, and the Trust, the Trustee is to vote the allocated
shares held by the Plan in accordance with the instructions received from
Plan participants and to dispose of the allocated shares in connection with
tender offers in accordance with directions received from Plan
participants. If no voting instructions or invalid voting instructions are
received with respect to allocated shares, the Trustee is to vote such
shares in the same manner and in the same proportions as the allocated
shares with respect to which the Trustee received valid voting instructions
are voted. Also, with respect to allocated shares, if no directions or
invalid directions are received in connection with tendering shares, the
Trustee is to treat such allocated shares as if Plan participants
instructed the Trustee not to dispose of such shares. With respect to
unallocated shares, the Trustee is to vote such shares, or dispose of such
shares in connection with tender offers, in the same manner and in the same
proportion as the allocated shares with respect to which the Trustee
received valid voting instructions or directions are voted or disposed. The
Chase Manhattan Bank, N.A., as Trustee, expressly denies beneficial
ownership in the shares listed.
(5) - Includes 1,459 shares of Class A Common Stock (less than 1.0% of class
and total votes) and 1,359 shares of Class B Common Stock (less than 1.0%
of class and total votes) owned by Winton M. Blount's wife.
- Includes 2,949 shares of Class A Common Stock (less than 1.0% of class
and total votes) and 2,949 shares of Class B Common Stock (less than 1.0%
of class and total votes) held by Winton M. Blount as Trustee of a trust
for the benefit of his sister. Winton M. Blount disclaims any beneficial
ownership in such shares.
- Includes the 1,446,072 shares of Class A Common Stock (10.96% of class,
2.00% of total votes) and 4,204,848 shares of Class B Common Stock
(70.99% of class, 58.05% of total votes) shown in the table as owned by
the Blount Holding Company, L.P.
(6) Includes 155,820 shares of Class A Common Stock (1.17% of class and less
than 1% of total votes) which are subject to a right to acquire beneficial
ownership within 60 days under the 1992 Blount Incentive Stock Option Plan
and the 1994 Blount Executive Stock Option Plan.
(7) Includes 13,945 shares of Class A Common Stock (less than 1.0% of class and
total votes) which are subject to a right to acquire beneficial ownership
within 60 days under the 1992 Blount Incentive Stock Option Plan.
(8) Includes 28,255 shares of Class A Common Stock (less than 1.0% of class and
total votes) which are subject to a right to acquire beneficial ownership
within 60 days under the 1992 Blount Incentive Stock Option Plan and the
1994 Blount Executive Stock Option Plan.
(9) Includes 79,250 shares of Class A Common Stock (less than 1.0% of class and
total votes) which are subject to a right to acquire beneficial ownership
within 60 days under the 1992 Blount Incentive Stock Option Plan and the
1994 Blount Executive Stock Option Plan.
(10) Includes 351,414 shares of Class A Common Stock (2.59% of class and less
than 1.0% of total votes) which are subject to a right to acquire
beneficial ownership within 60 days under the 1992 Blount Incentive Stock
Option Plan and the 1994 Blount Executive Stock Option Plan.

3
<PAGE> 7

ELECTION OF DIRECTORS

PROPOSAL 1

DIRECTORS

The By-laws of the Corporation, which may be amended by the Board,
presently provide that the number of directors which shall constitute the whole
Board shall be not less than 3 nor more than 14, with the exact number to be
determined from time to time by resolution of the Board. The Board has set the
exact number at 11 effective June 24, 1996, with 3 members to be elected by the
holders of Class A Common Stock and 8 members to be elected by the holders of
Class B Common Stock. Class A Common Stock proxies may not be voted for more
than 3 persons, and the Class B Common Stock proxies may not be voted for more
than 8 persons.

The Board intends to nominate and, unless contrary instructions are
specified, to vote, as appropriate, all proxies received by the Board FOR the
election of the persons named below as directors of the Corporation.

Each director to be elected shall hold office until the next Annual Meeting
of Stockholders of the Corporation or until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Should any nominee
fail to accept election, it is expected that the Board will cast all proxies, as
appropriate, received by it in favor of the election of such other person for
the office of director as the Board may recommend. The Board has no reason to
believe that any of the persons named below will fail to accept election as a
director.

BIOGRAPHICAL INFORMATION

The following biographical information is furnished with respect to each
nominee for election as director at the Meeting:

<TABLE>
<S> <C>
NOMINEES -- CLASS A COMMON STOCK
[PHOTO] W. HOUSTON BLOUNT, Age 74.

Director since September 1949(1); Chairman of the Acquisition Committee, member of
the Executive Committee and the Compensation and Management Development Committee.

Chairman of the Board Emeritus since May 1992; Chairman of the Board from May 1986
of Vulcan Materials Company, Birmingham, Alabama (crushed stone and chemicals).

Mr. Blount is the brother of Winton M. Blount.

Mr. Blount is also a director of VF Corporation, Reading, Pennsylvania.
[PHOTO] HERBERT J. DICKSON, Age 70.

Director since July 1966(1); Chairman of the Finance Committee and member of the
Compensation and Management Development Committee.

Financial consultant since March 1993; formerly Chairman of the Board and Chief
Executive Officer of Fortune Financial Services, Inc., Atlanta, Georgia (a finance
company) throughout the 5 years preceding March 1993.

Mr. Dickson is also a director of American Business Products, Inc., Atlanta,
Georgia; and Martin Industries, Inc., Florence, Alabama.
[PHOTO] MARY D. NELSON, Age 63.

Director since June 1986; member of the Audit Committee and the Finance Committee.

President of Nelson & Co., Cincinnati, Ohio (consulting actuaries) throughout the
past 5 years.

Mrs. Nelson is also a director of Cincinnati Bell, Inc., Cincinnati, Ohio and a
director of Union Central Life Insurance Co., Cincinnati, Ohio.

</TABLE>

4
<PAGE> 8

<TABLE>
<S> <C>
NOMINEES -- CLASS B COMMON STOCK
[PHOTO] WINTON M. BLOUNT, Age 75.

Director since September 1949(1), except from January 1969 through October 1971
during which period he served as Postmaster General of the United States; Chairman
of the Executive Committee.

Chairman of the Board since June 1993; Chairman of the Board and Chief Executive
Officer of the Corporation throughout the 5 years preceding June 1993 except from
December 1990 to October 1991 during which period he served as Chairman of the
Board.
Mr. Blount is the brother of W. Houston Blount.
Mr. Blount is also a director of the Alabama Shakespeare Festival, Montgomery,
Alabama; Montgomery Museum of Fine Arts, Montgomery, Alabama; National Actors
Theatre, New York, New York; Chairman of the Advisory Committee of the National
Postal Museum, Washington, DC; Trustee Emeritus of the University of Alabama; Life
Trustee of Rhodes College, Memphis, Tennessee; Trustee of the National Symphony
Orchestra, Washington, DC; and Governor of the Royal Shakespeare Company, London,
England.
[PHOTO] R. EUGENE CARTLEDGE, Age 66.

Director since September 1994; member of the Audit Committee, the Compensation and
Management Development Committee, and the Acquisition Committee.

Retired since June 1994. Formerly Chairman of the Board and Chief Executive Officer
of Union Camp Corporation, Wayne, New Jersey (paper, packaging and chemicals) from
1989 to 1994; prior to December 1989, Chairman of the Board, President and Chief
Executive Officer of Union Camp Corporation.

Mr. Cartledge is also Chairman of the Board and a Director of Savannah Foods, Inc.,
Savannah, Georgia; a Director of Union Camp Corp., Wayne, New Jersey, Delta Air
Lines, Atlanta, Georgia, Sun Company, Inc., Philadelphia, Pennsylvania and UCAR
International, Inc., Darien, Connecticut.
[PHOTO] C. TODD CONOVER, Age 56.

Director since September 1992; member of the Audit Committee and the Finance
Committee.

President and Chief Executive Officer of The Vantage Company, Los Altos, California
(management services) since July 1992; formerly General Manager of the Finance
Industry Group of Tandem Computers Incorporated, Cupertino, California (computers)
from January 1994; President and Chief Executive Officer of Central
Bancorporation, Denver, Colorado (bank holding company) from July 1991; National
Director with KPMG Peat Marwick, San Francisco, California and New York, New York
(bank consulting) from September 1988. He served as Comptroller of the Currency of
the United States from December 1981 through May 1985.
Mr. Conover is also a Director of PacifiCorp, Portland, Oregon.
</TABLE>

5
<PAGE> 9

<TABLE>
<S> <C>
[PHOTO] H. CORBIN DAY, Age 58.

Director since June 1992; member of the Audit Committee, the Finance Committee, the
Compensation and Management Development Committee and the Acquisition Committee.

Limited partner of Goldman, Sachs & Co., New York, New York (investment bankers)
throughout the past 5 years, and Chairman from May 1988, of Jemison Investment Co.,
Inc., Birmingham, Alabama (investment bankers).

Mr. Day is also a director of Jemison Investment Co., Inc. and its affiliated
companies, Birmingham, Alabama; Altec Industries, Inc., Birmingham, Alabama;
American Heritage Life Insurance Company, Jacksonville, Florida; and trustee of
the Birmingham Museum of Art, Birmingham, Alabama.
EMORY M. FOLMAR, Age 65.

Director since June 1995; member of the Audit Committee and the Finance Committee.

Mayor, City of Montgomery, Montgomery, Alabama since 1977; member Montgomery City
[PHOTO] Council 1975 to 1977. Prior to entering the political field, Mr. Folmar was a
developer and builder of shopping centers.

Mr. Folmar serves on the board of the Montgomery Boys Club and the Alabama
Shakespeare Festival.
JOHN M. PANETTIERE, Age 58.

Director since May 1992; member of the Executive Committee.

President and Chief Executive Officer since June 1993, President and Chief Operating
Officer from May 1992 of the Corporation; formerly Chairman, President and Chief
Executive Officer from January 1990, President and Chief Executive Officer from
January 1988, Senior Executive Vice President and Chief Operating Officer from
August 1986 of Grove Worldwide Company, Shady Grove, Pennsylvania (manufacturer of
mobile hydraulic cranes and aerial work platforms).
Mr. Panettiere is a Life Honorary Director and Past Chairman of the Construction
Industry Manufacturers Association, Milwaukee, Wisconsin. He is also a director of
the Alabama Shakespeare Festival and the Montgomery Area Chamber of Commerce.
ARTHUR P. RONAN, Age 66.

Director since June 1993; Chairman of the Audit Committee and member of the
Acquisition Committee.

Retired since February 1992; formerly Corporate Vice President from 1982 and
[PHOTO] President from June 1985 of the Automotive Operations of Rockwell International
Corporation, Troy, Michigan (manufacturer of automotive components).

Mr. Ronan was Chairman and President of Western Highway Institute, Bruno, California
from 1991 to 1993; Vice Chairman of Highway Users Federation, Washington, D.C. from
1990 to 1992; Trustee of General Motors Institute, Flint, Michigan from 1984 to
1992; member of the Board of Advisors of Oakland University, Rochester, Michigan
from 1984 to 1992; and Trustee of Marygrove College, Detroit, Michigan from 1975
to 1979.
</TABLE>

6
<PAGE> 10

<TABLE>
<S> <C>
JOAB L. THOMAS, Age 63.

Director since June 1981; member of the Finance Committee and the Audit Committee.

[PHOTO] President Emeritus, Pennsylvania State University, University Park, Pennsylvania
since August 1995; formerly President of Pennsylvania State University from
September 1990; Professor from September 1988 and President from July 1981 of the
University of Alabama, Tuscaloosa, Alabama.

Dr. Thomas is also a director of Lukens, Inc., Coatesville, Pennsylvania; and Mellon
Bank, Pittsburgh, Pennsylvania.
</TABLE>

- ---------------
(1) Includes the period for which the person served as a director of Blount
Brothers Corporation. Blount, Inc. was organized in February 1971, and on
March 1, 1971, the stockholders of Blount Brothers Corporation exchanged
their stock in Blount Brothers Corporation for stock in Blount, Inc. Blount
Brothers Corporation was merged into Blount, Inc. on February 29, 1988. On
November 3, 1996, Blount, Inc. became a wholly-owned subsidiary of the
Corporation.

THE BOARD AND ITS COMMITTEES

The property, affairs and business of the Corporation are managed under the
direction of the Board. The Board has standing Executive, Audit, Finance,
Acquisition and Compensation and Management Development Committees whose
principal functions are described below. The Corporation does not have a
Nominating Committee. During the fiscal year ended February 29, 1996 ("Fiscal
1996"), the Board held 6 regular meetings and took action 4 times by written
consent in lieu of a meeting. Average attendance by directors at Board and
Committee meetings was 94%.

Executive Committee -- The Executive Committee consists of 4 members, 2 of
whom are non-employee directors. The Chairman of the Board of the Corporation is
Chairman of the Committee. The Committee may exercise all of the authority and
powers of the Board, to the extent permitted by law, during the intervals
between Board meetings. The Committee held 1 telephone conference and took
action 2 times by written consent in lieu of a meeting during Fiscal 1996. The
present members of the Committee are Winton M. Blount, W. Houston Blount, Alfred
M. Gleason and John M. Panettiere.

Audit Committee -- The Audit Committee consists of 7 members, all of whom
are non-employee directors. The functions of the Committee include (i)
recommending annually to the Board the appointment of the Corporation's
independent auditors, (ii) reviewing the professional services, proposed fees
and independence of such auditors, (iii) reviewing the annual audit plans of
such auditors and the internal audit staff, (iv) monitoring the activities of
the independent auditors and internal audit staff, and (v) reporting on such
activities to the Board. The Committee held 2 regular meetings during Fiscal
1996. The present members of the Committee are R. Eugene Cartledge, C. Todd
Conover, H. Corbin Day, Emory M. Folmar, Mary D. Nelson, Arthur P. Ronan and
Joab L. Thomas.

Finance Committee -- The Finance Committee consists of 6 members, all of
whom are non-employee directors. The functions of the Committee include (i)
approving the Corporation's funding policy for its retirement plans, (ii)
approving actuarial assumptions for the retirement plans, (iii) approving the
selection and termination of investment managers, trustees, independent auditors
and actuaries for the retirement plans, (iv) approving the investment policy
asset allocation guidelines, objectives, constraints, and restrictions, as
appropriate, issued to investment managers and trustees, (v) approving operating
procedures and safeguards as required to prohibit transactions not authorized
under the Employee Retirement Income Security Act, (vi) approving the
consolidation, merger, or transfer of retirement plan assets or liabilities to
or from one plan to another, (vii) approving reports with regard to retirement
plans prepared by the trustees, the independent auditors, investment managers or
consultants, and the actuaries, and (viii) reporting on such activities to the
Board. The Committee held 2 regular meetings during Fiscal 1996. The present
members of the Committee are C. Todd Conover, H. Corbin Day, Herbert J. Dickson,
Emory M. Folmar, Mary D. Nelson and Joab L. Thomas.

Compensation and Management Development Committee -- The Compensation and
Management Development Committee consists of 5 members, all of whom are
non-employee directors. The functions of the Committee include (i) approving
compensation philosophy and guidelines for the Corporation's executive and
managerial employees, (ii) establishing a total compensation range for the
Chairman of the Board and the President and Chief Executive Officer and
appraising the performance of said officers on a timely basis, (iii) approving
salaries and changes in salaries of officers of the Corporation and presidents
of its divisions and subsidiaries or other executives as the Committee may deem
appropriate, (iv) approving the participants, annual financial or other targets,
and amounts to be paid under the Corporation's Target Incentive Plans, (v)
reviewing and recommending to the Board new executive incentive or stock option
plans or additions to or revisions of such existing plans and approving any
awards or options granted under such plan(s), (vi) reviewing from time to time
the Corporation's management

7
<PAGE> 11

resources and executive personnel planning, development and selection processes,
and (vii) reporting on such activities to the Board. The Committee held 2
regular meetings and took action 3 times by written consent in lieu of a meeting
during Fiscal 1996. The present members of the Committee are W. Houston Blount,
R. Eugene Cartledge, H. Corbin Day, Herbert J. Dickson and Alfred M. Gleason.

Acquisition Committee -- The Acquisition Committee consists of 4 members,
all of whom are non-employee directors. The functions of the Committee are to
review and approve any acquisition proposed by management and report on such
activities to the Board. The Committee held 3 meetings in Fiscal 1996. The
present members of the Committee are W. Houston Blount, R. Eugene Cartledge, H.
Corbin Day, and Arthur P. Ronan.

COMPENSATION OF DIRECTORS

Non-employee directors received a retainer fee of $6,250 per quarter plus a
fee of $1,000 for each Board Meeting attended in person or by telephone
conference, and an additional $1,000 for each Board Committee Meeting attended
in person or by telephone conference. No fee for execution of consent actions is
paid. Persons serving as Chairmen of Committees of the Board who were not
employees of the Corporation received an additional retainer fee of $1,000 per
quarter for their services. The directors were reimbursed for travel and other
expenses and were provided travel insurance when traveling on Corporation
business, liability insurance coverage and participation in a charitable
contributions matching gift program. Participation in the Corporation's group
medical and dental plans is available to the non-employee directors on the same
basis as offered to all employees of the Corporation. In addition, each
non-employee director was provided $50,000 of life insurance under the
Corporation's group life insurance plan. Directors who are employees of the
Corporation do not receive any additional compensation for their services as
directors.

In January 1983, the Board approved a Directors' Fee Deferral Plan under
which directors may defer receipt of directors' fees until their retirement or
other termination of status as a director. Deferred amounts bear interest,
adjusted quarterly, based on the prime rate set by a specified New York bank.
Such accumulated fees, together with the income accrued thereon, are payable in
cash to the director or his or her estate in accordance with the option selected
by the director at the time he or she elected to participate in this plan. The
Director's Fee Deferral Plan is unfunded and amounts due the participants
covered thereby are general obligations of the Corporation. One director has
chosen to defer his director's fees.

In May 1991, the Board approved and in April 1994 amended the Advisory
Directors' Recognition Plan. Each member of the Board who has served as a
director for at least 5 consecutive years and who has not been an employee
vested in any employee benefits sponsored by the Corporation during his or her
service on the Board and (a) who is serving at the attainment of age 72, or (b)
who becomes permanently and totally disabled at any time prior to age 72, shall
become an advisory director. No advisory director and no other director, except
the co-founders of the Corporation, shall be eligible to stand for re-election
to the Board who, after July 1, 1991, is or reaches age 72. Under this plan, a
director who is or becomes eligible for advisory director status after July 1,
1991, shall, at the end of his or her current term, be paid a quarterly benefit
for life equal to the quarterly cash retainer, exclusive of committee chairman
fees, then being paid to the director. An advisory director who attains that
status due to disability shall be paid a quarterly disability benefit equal to
the quarterly cash retainer then being paid to that director for the shorter of
(a) such advisory director's life, or (b) the number of the advisory director's
full years of service as a director. A director who has been an employee vested
in employee benefits sponsored by the Corporation is eligible to become an
advisory director, but shall not be entitled to the retainer paid to advisory
directors. When their views on a matter are sought, advisory directors are
expected to consult with management or directors of the Corporation. The status
of advisory director may be terminated upon request by the advisory director or
by the Board if it determines that an advisory director is a director, officer,
employee or consultant of or to another company that competes with the
Corporation or any of its divisions or subsidiaries. The Advisory Directors'
Recognition Plan does not apply to Winton M. Blount, a co-founder of the
Corporation, and it does not apply to W. Houston Blount, a co-founder of the
Corporation, until he ceases to be a member of the Board of Directors regardless
of his age at the time of such cessation. The Advisory Directors' Recognition
Plan is unfunded and amounts due the participants covered thereby are general
obligations of the Corporation. There are presently 2 participants under this
plan.

In April 1995, the Board approved a Non-Employee Directors' Stock
Compensation Plan. Under the Plan, each director who is not an employee of the
Corporation receives, in addition to the cash component of the directors' annual
retainer, a one-time award of restricted stock having a value of approximately
$25,000. The shares comprising the entire award were registered in each
director's name, but are subject to a vesting schedule under which one-fifth of
the shares become vested each year. The vesting schedule measures years of board
service from Annual Meeting to Annual Meeting. As shares become vested each
year, a certificate for those shares is delivered to the director. If service as
a director ceases for any reason prior to the end of the fifth year of service,
unvested shares will be forfeited and revert to the Corporation.

During May of fiscal 1996, the Executive Committee of the Blount, Inc.
Board of Directors appointed a Special Committee of the Board, consisting of
Messrs. Cartledge, Day and Gleason, for the purpose of evaluating the fairness
of a proposal to the shareholders of Blount, Inc. to merge a subsidiary of HBC,
Inc. (now Blount International, Inc.) into Blount, Inc. Mr. Gleason

8
<PAGE> 12

was elected and served as Chairman of the Committee. The Special Committee held
several meetings during fiscal 1996. For their services, the Board of Directors
approved payment to the members of the Special Committee in the following
amounts: Mr. Gleason $19,500; Mr. Day $17,000; and Mr. Cartledge $17,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following members of the Board served as members of the Compensation
and Management Development Committee during the last completed fiscal year:

W. Houston Blount, Chairman of the Board Emeritus of Vulcan Materials
Company.

R. Eugene Cartledge, formerly Chairman and Chief Executive Officer of
Union Camp Corporation.

H. Corbin Day, Limited Partner of Goldman, Sachs & Co., and Chairman
of Jemison Investments Co., Inc.

Herbert J. Dickson, Financial Consultant and formerly Chairman of the
Board of Fortune Financial Services.

Alfred M. Gleason, Commission President of the Port of Portland.

There were no relationships with respect to Compensation Committee
interlocks and insider participation in compensation decisions during the last
completed fiscal year.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

OVERALL OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The Corporation's executive compensation program is designed to help the
Corporation attract, motivate and retain the executive resources that the
Corporation needs in order to maximize its return to shareholders.

Toward that end, the Corporation's executive compensation program attempts
to provide:

- levels of compensation that are competitive with those provided in the
various markets in which the Corporation competes for its executive
resources;

- incentive compensation that varies in a manner consistent with the
financial performance of the Corporation; and

- incentive compensation that effectively rewards corporate and individual
performance.

The executive compensation program is reviewed periodically by the
Compensation and Management Development Committee to ensure an appropriate mix
of base salary, annual bonus, and long-term awards is maintained within the
philosophy of providing competitive total direct compensation opportunities.

In designing and administering its executive compensation program, the
Corporation attempts to maintain an appropriate balance among various
objectives, each of which is discussed in greater detail below.

PROVIDING COMPETITIVE LEVELS OF COMPENSATION

The Corporation attempts to provide its executives with a total
compensation package that, at expected levels of performance, is competitive
with total compensation provided to executives who hold comparable positions or
have similar qualifications in other organizations of similar size and scope
with which the Corporation competes.

The Corporation projects an executive's competitive level of compensation
based on information drawn from a variety of sources, including proxy
statements, special surveys, and independent compensation consultants. This
information is used in creating the basic structure of the Corporation's
program. The market data used in establishing the Corporation's executive
compensation levels reflect a blending of general industry and manufacturing
industry companies comparable to the Corporation's size, including many of the
industry peer companies covered by the total shareholder return graph. However,
the Committee has not defined the Corporation's compensation comparative group
to be identical to the companies included in the graph for a variety of reasons,
including the need to adjust for differences in company size and scope.

It should be noted that the value of an executive's compensation package
will vary significantly based on performance. So while the expected value of an
executive's compensation package may be competitive, its actual value can exceed
or fall below competitive levels depending on performance.

9
<PAGE> 13

ENSURING THAT INCENTIVE COMPENSATION VARIES WITH FINANCIAL PERFORMANCE

The Corporation's incentive plans are designed to ensure that the incentive
compensation varies in a manner consistent with the financial performance of the
Corporation and its various business units. The specific corporate performance
factors for Fiscal 1996 are discussed in other sections of this report.

All operating units were profitable and, except for the Sporting Equipment
Division, performed above budgeted expectations for Fiscal 1996.

REWARDING INDIVIDUAL PERFORMANCE

The Corporation believes that effectively rewarding individual performance
will ultimately serve to enhance the financial performance of the Corporation
and its various business units. While the Corporation's incentive plans provide
compensation that varies with financial performance, they also provide for
individual awards that are based on quantitative assessments of business unit
and individual performance.

DESCRIPTION OF THE EXECUTIVE COMPENSATION PROGRAM

This section describes each of the principal elements of the Corporation's
executive compensation program.

BASE SALARY PROGRAM

The objective of the Corporation's base salary program for senior executive
management positions is to provide base salaries that are approximately between
the 65th and 80th percentile of the competitive market norms for companies in
the Corporation's business lines and similar in size to the Corporation. The
Committee believes it is crucial to provide competitive salaries in order to
attract and retain managers who are highly talented. The specific competitive
markets considered depend on the nature and level of the positions in question
and the markets from which qualified individuals are recruited.

Base salary levels are also dependent on the performance of each individual
employee. Thus, employees with higher levels of sustained performance will be
paid correspondingly higher salaries.

Annual salary reviews are based on three factors: general levels of market
salary increases, individual performance, and the Corporation's overall
financial results. All base salary increases are based on a philosophy of
pay-for-performance and perceptions of an individual's long-term value to the
Corporation.

THE TARGET INCENTIVE PLAN

The objectives of the Annual Target Incentive Plan are to motivate and
reward the accomplishment of annual corporate objectives; reinforce a strong
performance orientation with differentiation and variability in individual
awards based on contributions to business results; and provide a fully
competitive compensation package which will attract, reward and retain
individuals of the highest quality. As a pay-for-performance plan, cash bonus
awards are paid upon the achievement of specific business segment and individual
performance objectives established for the fiscal year.

Targeted bonus award levels are determined for eligible positions each year
using data obtained from independent consultants and surveys. The target bonus
levels reflect competitive market norms for companies similar in size to the
Corporation and the Corporation's philosophy of providing competitive total
annual compensation opportunities.

A target incentive bonus program is established each fiscal year based on
the Corporation's budgeted performance against measures approved by the
Committee. In Fiscal 1996, the key performance measures considered were pre-tax
income and return on capital employed for operating units, net income for the
Corporate staff and for all plan participants other than the Chairman of the
Board and the President and Chief Executive Officer, individual key base
objectives were established and measured. The weighting of target objectives
among each of the Corporation's operating units consists of a 50% weighting
factor for pre-tax income, a 20% weighting for return on capital employed and a
30% weighting for attainment of individual performance objectives.

For the corporate staff and senior corporate officers, 60% of bonus
attainment is based on the Corporation's net income target and 40% of the bonus
is determined by attainment of individual key base objectives. The bonus
attainment for the Chairman of the Board and for the President and Chief
Executive Officer is based 100% on the Corporation's net income target.

Target bonuses for Incentive Plan participants range from 5% to 65% of the
participants' base pay. Participants can earn from 80% (minimum threshold) to
200% (maximum) of the target bonus. The actual bonus is determined by the extent
to which performance objectives have been accomplished. All units were
profitable in Fiscal 1996 and, except for the Sporting Equipment Division,
performed well above budgeted targets for returns on capital employed, pre-tax
income and net income. As a result, an annual incentive funding pool was created
for Fiscal 1996 performance and awards were made to certain key executives named
in the compensation table exceeding target bonus objectives.

10
<PAGE> 14

LONG-TERM INCENTIVES

The Corporation's approach to long-term incentives for employees is focused
on the Corporation's stock option plans. The Corporation uses stock options to
align the interests of employees and shareholders by providing value to the
employee when the stock price increases. Options are granted at 100% of the
market value of the stock on the date of grant.

All options granted have terms of 10 years and are generally exercisable
within 5 years of the date of the grant. The exercise price is payable in cash.
No option holder has any rights as a shareholder for any shares subject to an
option until the exercise price has been paid and the shares have been issued to
the employee.

The Corporation's stock option grant levels are established by considering
competitive market data of comparable programs and number of shares reserved for
such plans. Individual option grants are based on the responsibility level of
each participant in the Corporation, attainment of individual performance
measured against key base objectives, and the amounts of previous grants. There
were no stock options granted to the named executives in Fiscal 1996.

FISCAL 1996 CHAIRMAN OF THE BOARD AND PRESIDENT AND CHIEF EXECUTIVE OFFICER PAY

As described above, the Corporation determines its pay for all Executive
Officers of the Corporation, including the Chairman of the Board and the
President and Chief Executive Officer, considering both a pay-for-performance
philosophy and market rates of compensation for the job. Specific actions taken
by the Committee regarding the Chairman of the Board and the President and Chief
Executive Officer's compensation are summarized below:

Base Salary -- The Chairman of the Board, Mr. Winton Blount, received
a merit increase of 10% in March 1995 based on competitive data and
performance. The President and Chief Executive Officer, Mr. John
Panettiere, received a 15% merit increase in March 1995 based on
competitive data and performance.

Annual Bonus -- The Corporation's Fiscal 1996 performance
significantly exceeded the targeted net income objective established in the
Executive Management Incentive Plan which covers the Chairman of the Board
and the President and Chief Executive Officer. The Plan was approved by the
shareholders in June of 1994.

The bonuses for Fiscal 1996 generated by the Executive Management Incentive
Plan formula for Mr. Winton Blount, Chairman of the Board, and for Mr. John
Panettiere, President and Chief Executive Officer, were based on the
Corporation's attainment of the net income objective established in February
1995. The Corporation's performance significantly exceeded that objective; thus,
bonuses equal to 200% of the 65% target for Mr. Winton Blount and 200% of the
65% target for Mr. John Panettiere were earned for Fiscal 1996.

Alfred M. Gleason, Chairman
W. Houston Blount
R. Eugene Cartledge
H. Corbin Day
Herbert J. Dickson

EXECUTIVE OFFICERS

The executive officers of the Corporation, in addition to those who are
also Director nominees, as of April 26, 1996 are:

<TABLE>
<CAPTION>
YEAR FIRST
ELECTED TO FAMILY
NAME OFFICE SUCH OFFICE AGE RELATIONSHIP
- -------------------- --------------------------------------------------- ----------- --- ------------
<S> <C> <C> <C> <C>
Larry W. Bridgman President of Simmons Outdoor Corporation 1995 48 None
Darrel F. Inman President of the Sporting Equipment Division of the 1995 51 None
Corporation
Richard H. Irving, Senior Vice President and General Counsel of the 1995 52 None
III Corporation
Harold E. Layman Senior Vice President and Chief Financial Officer 1993 49 None
of the Corporation
D. Joseph McInnes Senior Vice President -- Administration and 1991, 53 None
Secretary of the Corporation and President of The 1994
Blount Foundation, Inc. and
1982
</TABLE>

11
<PAGE> 15

<TABLE>
<CAPTION>
YEAR FIRST
ELECTED TO FAMILY
NAME OFFICE SUCH OFFICE AGE RELATIONSHIP
- -------------------- --------------------------------------------------- ----------- --- ------------
<S> <C> <C> <C> <C>
John P. Mowder President of Dixon Industries, Inc. 1996 41 None
James S. Osterman President of the Oregon Cutting Systems Division of 1987 58 None
Blount, Inc.
Michael E. Short President of Gear Products, Inc. 1995 46 None
Donald B. Zorn President of the Forestry and Industrial Equipment 1994 59 None
Division of Blount, Inc., President of CTR
Manufacturing, Inc.
</TABLE>

Each of these executive officers serves at the pleasure of the Board. There
were no arrangements or understandings with any other person pursuant to which
any officer was elected. The executive officers of the Corporation may also be
directors or officers of subsidiaries of the Corporation.

Larry W. Bridgman is President of Simmons Outdoor Corporation, a position
to which he was elected in October 1994. Prior to that date, he served as
Executive Vice President from May 1994 and National Accounts Manager from
December 1989 of Simmons Outdoor Corporation. Simmons was acquired by the
Corporation in December of 1995.

Darrel F. Inman was appointed President of the Sporting Equipment Division
of Blount, Inc. in July 1995. Prior to that date, Mr. Inman served as Vice
President of Engineering and New Product Development from March 1994, Vice
President and General Manager of the Sporting Equipment Division's Lewiston
operations from September 1992, and General Manager of the Lewiston operations
from June 1986.

Richard H. Irving, III was elected Senior Vice President and General
Counsel on April 10, 1995. Prior to that date, he served from 1988 as Vice
President, General Counsel and Secretary of Duchossois Industries, Inc., a
diversified privately held company headquartered in Elmhurst, Illinois. Mr.
Irving also served as Associate General Counsel of Union Camp Corporation from
1979 to 1986, and Assistant General Counsel of Rockwell International from 1974
to 1979.

Harold E. Layman was elected Senior Vice President and Chief Financial
Officer of the Corporation in January 1993. Prior to that date, he served as
Senior Vice President Finance and Administration and was a member of the
Executive Committee of VME Group, N.V., The Netherlands from September 1988
(manufacturer of automotive components and industrial equipment).

D. Joseph McInnes was elected Senior Vice President -- Administration and
Secretary of the Corporation in May 1994. Prior to that date, he served as
Senior Vice President -- Administration of the Corporation from October 1991,
and Vice President -- Human Resources of the Corporation from March 1983. In
addition, he was elected President of The Blount Foundation, Inc. (a charitable
foundation funded by the Corporation) in April 1982.

John P. Mowder was elected President of Dixon Industries, Inc.
(manufacturer of riding lawn mowers) in 1996. Prior to that date, Mr. Mowder
served as Senior Vice President and General Manager from March 1995, Vice
President of Marketing from March 1994 and as Marketing Manager from 1987 of
Dixon Industries, Inc. Dixon Industries, Inc. was acquired by the Corporation in
March 1990.

James S. Osterman was appointed President of the Oregon Cutting Systems
Division of Blount, Inc. in January 1987.

Michael E. Short was elected President of Gear Products, Inc. (designer and
manufacturer of rotation bearings and mechanical power transmission components)
in October 1995. Prior to joining Gear Products, Inc., Mr. Short served as Vice
President -- Sales & Marketing of Fairfield Manufacturing Company (manufacturer
of gears and gear drives), Lafayette, Indiana, for more than 5 years. Gear
Products, Inc. was acquired by the Corporation in March 1991.

Donald B. Zorn was appointed President of the Forestry and Industrial
Equipment Division of Blount, Inc. in January 1994. Prior to that date, he
served as President and Chief Operating Officer of Grove Cranes, a division of
Grove Worldwide Company, Shady Grove, Pennsylvania (manufacturer of mobile
hydraulic cranes and aerial work platforms) from March 1988.

12
<PAGE> 16

EXECUTIVE COMPENSATION

The following table summarizes, for the fiscal years ended the last day of
February 1994, 1995 and 1996, all plan and non-plan compensation awarded to,
earned by, or paid to (i) the CEO and (ii) the four most highly compensated
executive officers other than the CEO of the Corporation (the "Named Executive
Officers") at the end of Fiscal 1996 in all capacities in which they served
Blount, Inc. and, after November 3, 1995, the Corporation.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -----------
--------------------------------------------- SECURITIES
NAME AND OTHER UNDERLYING ALL
PRINCIPAL SALARY BONUS ANNUAL OPTIONS OTHER
POSITION YEAR ($) ($) COMPENSATION ($) (#) COMPENSATION ($)
- ------------------------------------------------- ---- ------- ------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Winton M. Blount 1996 750,000 975,000 60,937(1) 0 47,057(2)
Chairman of the Board 1995 680,000 900,000 70,789 0 41,769
1994 635,000 619,125 30,569 0 33,261
John M. Panettiere 1996 632,500 823,000 84,782(1) 0 94,817(3)
President and CEO 1995 550,000 800,000 24,915 37,500 53,888
1994 461,379 450,000 26,807 150,000 193,774
Donald B. Zorn 1996 267,500 230,000 11,338(1) 0 24,656(4)
President -- Forestry and Industrial Equipment 1995 250,000 225,000 90,425 11,250 18,550
Division 1994 41,666 10,000 0 45,000 0
James S. Osterman 1996 255,000 235,000 8,538(1) 0 20,402(5)
President -- Oregon Cutting Systems Division 1995 217,000 200,000 5,771 11,250 4,630
1994 200,000 180,000 0 75,000 12,445
Harold E. Layman 1996 257,000 232,000 13,401(1) 0 19,554(6)
Senior Vice President and Chief Financial 1995 237,600 215,000 12,227 11,250 23,356
Officer 1994 220,000 148,500 6,319 75,000 31,673
</TABLE>

- ---------------

(1) Tax gross-up on club dues, personal use of the Corporation's property and
premiums on life insurance policies.
(2) Amount is comprised of $31,749 matching contribution to employee's 401(k)
account and excess 401(k) account and $15,308 attributable to the personal
portion of the premiums on life insurance policies under the Executive
Benefit Life Insurance and Supplemental Retirement Plan.
(3) Amount is comprised of $52,773 matching contribution to employee's 401(k)
and excess 401(k) account and $42,044 in premiums on a life insurance
policy under the Executive Life Insurance Plan.
(4) Amount is comprised of $19,886 matching contribution to the employee's
401(k) and excess 401(k) accounts and $4,770 in premiums on a life
insurance policy under the Executive Life Insurance Plan.
(5) Amount is comprised of $17,295 matching contribution to employee's 401(k)
and excess 401(k) accounts and $3,107 accrued pursuant to the Omark Salary
Continuation Plan.
(6) Amount is comprised of $17,582 matching contribution to employee's 401(k)
and excess 401(k) accounts and $1,972 in premiums on a life insurance
policy under the Executive Life Insurance Plan.

OPTION EXERCISES AND YEAR-END OPTION VALUES

The following table summarizes pertinent information concerning the
exercise of stock options during Fiscal 1996 by each of the Named Executive
Officers and the fiscal year-end value of unexercised options:

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR END (#) FISCAL YEAR END ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Winton M. Blount 0 0 0 0 0 0
John M. Panettiere 18,319 438,890 137,500 145,042 1,150,000 2,955,013
Donald B. Zorn 0 0 13,945 42,305 126,053 404,573
James S. Osterman 15,000 367,972 28,255 40,495 287,500 478,125
Harold E. Layman 0 0 79,250 37,000 962,751 546,000
</TABLE>

13
<PAGE> 17

PENSION PLANS

Assuming continuance of the Blount Retirement Plan in its present form,
estimated annual benefits payable to eligible employees (including executive
officers) in specific classifications following retirement at age 65 (normal
retirement age), after continuous years of credited service, are shown below:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
FIVE-YEAR AVERAGE ESTIMATED ANNUAL BENEFITS FOR SPECIFIED YEARS OF CREDITED SERVICE(1), (2)
EARNINGS AT --------------------------------------------------------------------------------------
RETIREMENT(3) 10 15 20 25 30 35 40 OR MORE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 52,500 $ 55,000 $ 57,500
200,000 40,000 60,000 80,000 100,000 105,000 110,000 115,000
300,000 60,000 90,000 120,000 150,000 157,500 165,000 172,500
400,000 80,000 120,000 160,000 200,000 210,000 220,000 230,000
500,000 100,000 150,000 200,000 250,000 262,500 275,000 287,500
600,000 120,000 180,000 240,000 300,000 315,000 330,000 345,000
700,000 140,000 210,000 280,000 350,000 367,500 385,000 402,500
800,000 160,000 240,000 320,000 400,000 420,000 440,000 460,000
</TABLE>

- ---------------

(1) The amounts set out above are based on the benefits under a straight life
annuity to a participant retiring at age 65 on March 1, 1996. The amounts
shown are to be reduced for offsetting amounts to be paid as social
security benefits and benefits payable under Master Annuity Contracts
(purchased upon termination of prior Retirement Plans).
(2) Under Section 415(b) of the Internal Revenue Code, as amended, the maximum
benefit payable under the Master Annuity Contracts (purchased upon
termination of prior Retirement Plans) and the Blount Retirement Plan to an
employee retiring at age 65 in 1995 is $120,800 ($118,800 for 1994), an
amount which may change each year in accordance with a determination made
by the Commissioner of the Internal Revenue Service. In addition, Section
401(a)(17) of the Internal Revenue Code, as amended, limits the amount of
an employee's compensation which may be taken into account under the Blount
Retirement Plan to $150,000 for 1995, an amount which also may change each
year in accordance with a similar determination. These limitations have
been disregarded for the purposes of this table since the amount of the
benefit payable in excess of the limitation is covered by the Blount
International, Inc. and Subsidiaries Supplemental Retirement Benefit Plan
(the "Excess Benefit Plan").
(3) Earnings covered by the Blount Retirement Plan are based on the
participant's base salary or wages.

The years of benefit service used to determine benefits under the Blount
Retirement Plan and the Master Annuity Contracts (purchased upon termination of
prior Retirement Plans) as of February 29, 1996, for the persons named in the
Summary Compensation Table are: Mr. Blount -- 50 years; Mr. Panettiere -- 4
years; Mr. Zorn -- 2 years; Mr. Osterman -- 26 years; and Mr. Layman -- 3 years.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS

EXECUTIVE BENEFIT LIFE INSURANCE AND SUPPLEMENTAL RETIREMENT PLAN

On September 22, 1980, the Board adopted, effective August 1, 1980, an
Executive Benefit Life Insurance and Supplemental Retirement Plan (the "Keyman
Insurance Plan") for key executive officers of the Corporation and its
subsidiaries. Eligibility is determined by the Compensation and Management
Development Committee of the Board. Each participating executive officer has the
opportunity to obtain life insurance that will pay to the named beneficiary in
the event of the executive officer's death while employed by the Corporation or
one of its subsidiaries as a full-time permanent employee an amount equal to
2 1/2 times the executive officer's annual compensation (base salary as of
August 1 of each year plus the amount of the most recent bonus paid under the
Corporation's Annual Target Incentive Plan) at the time of the executive
officer's death (the "Death Benefit"). The excess of the face amount of the
policy over the Death Benefit is paid to the Corporation. The Corporation has
ownership rights in the policy, except that the executive officer has the right
to change the beneficiary designation for the amount of the Death Benefit. All
dividends declared on the policy shall be applied at the option of the
Corporation to purchase additional paid-up insurance on the life of the
executive officer or to reduce the premiums on the policy. The Corporation pays
all premiums due on the policies.

If the executive officer retires directly from permanent full-time
employment with the Corporation or one of its subsidiaries, under certain
circumstances and subject to the election by the executive officer, the
Corporation, after withdrawing the cash value, will assign its rights in the
policy to the executive officer. In lieu of the Corporation's assignment of its
rights in the policy, the executive officer may elect to receive an optional
supplemental retirement benefit payable by the Corporation instead of all or a

14
<PAGE> 18

portion of any interest the executive officer or his beneficiary or
beneficiaries may otherwise be entitled to under the policy, and the Death
Benefit will terminate. If the executive officer retires prior to age 65, he or
she may elect a supplemental retirement benefit commencing upon such retirement
date, but the benefit will be reduced based on a formula.

Should the executive officer upon retirement at age 65 or later elect to
receive a supplemental retirement benefit under the Keyman Insurance Plan and
based on the amount of life insurance in force at the end of Fiscal 1996, the
persons named in the Summary Compensation Table would receive the following
annual payments from the Corporation for 15 years in addition to the benefits
payable under the Master Annuity Contract, the Excess Benefit Plan and any
Supplemental Executive Retirement Plan: Mr. Blount -- $280,000. Messrs.
Panettiere, Zorn, Osterman and Layman do not participate in the Keyman Insurance
Plan.

EXECUTIVE LIFE INSURANCE PLAN

The Corporation maintains an Executive Life Insurance Plan for key
executive officers of the Corporation and its subsidiaries. Eligibility is
determined by the Compensation and Management Development Committee of the
Board. Each participating executive officer is provided whole life insurance
that will pay to a named beneficiary in the event of the executive officer's
death while employed by the Corporation an amount equal to: for Mr.
Panettiere -- $2,500,000; for Messrs. Zorn and Layman -- $250,000. If on or
after age 65 the officer retires directly from permanent full-time employment
with the Corporation or one of its subsidiaries, the Corporation will assign all
policies, as paid-up insurance, to the executive. Messrs. Blount and Osterman do
not participate in the Executive Life Insurance Plan.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS

The Corporation maintains a Supplemental Executive Retirement Plan for John
M. Panettiere. If Mr. Panettiere completes at least five years of service, the
Supplemental Executive Retirement Plan will provide him with a benefit upon his
normal retirement date or earlier termination of employment equal to a benefit
calculated under the benefit formula of the Blount Retirement Plan, but based on
a schedule of years of service granted to him under the Supplemental Executive
Retirement Plan rather than his actual service, reduced by any retirement
benefits payable under the Blount Retirement Plan, the Supplemental Retirement
Benefit Plan, and any retirement income actually paid to Mr. Panettiere under
any pension plan maintained by a former employer. This Plan is administered by
the Board or, at its discretion, the Compensation and Management Development
Committee of the Board. This Plan may be amended from time to time in any
respect with the consent of the other party, but it cannot be terminated without
the consent of the Board or its designated committee and Mr. Panettiere. At the
discretion of the Board and after timely notice to Mr. Panettiere, rights to
receive any benefits under this Plan may be forfeited, suspended, reduced or
terminated by the Board if it determines in good faith that good cause as
defined in this Plan has been shown. The projected annual benefit payable to Mr.
Panettiere under this Plan, in addition to the benefits payable under the Blount
Retirement Plan, the Excess Benefit Plan and the retirement income payable under
any pension plan maintained by a former employer of Mr. Panettiere, is $215,067.

Blount, Inc. maintains a Supplemental Executive Retirement Plan for Donald
B. Zorn. If Mr. Zorn completes at least five years of service, the Supplemental
Executive Retirement Plan will provide him with a benefit upon his normal
retirement date or earlier termination of employment equal to a benefit
calculated under the benefit formula of the Blount Retirement Plan, but based on
a schedule of years of service granted to him under the Supplemental Executive
Retirement Plan rather than his actual service, reduced by any retirement
benefits payable under the Blount Retirement Plan, the Supplemental Retirement
Benefit Plan, and any retirement income actually paid to Mr. Zorn under any
pension plan maintained by a former employer. This Plan is administered by the
Blount, Inc. Board or, at its discretion, the Compensation and Management
Development Committee of the Blount, Inc. Board. This Plan may be amended from
time to time in any respect with the consent of the other party, but, except for
cause, as defined in the Plan, it cannot be terminated without the consent of
the Blount, Inc. Board or its designated committee and Mr. Zorn. At the
discretion of the Board and after timely notice to Mr. Zorn, rights to receive
any benefits under this Plan may be forfeited, suspended, reduced or terminated
by the Board if it determines in good faith that good cause as defined in this
Plan has been shown. The projected annual benefit payable to Mr. Zorn under this
Plan, in addition to the benefits payable under the Blount Retirement Plan, the
Excess Benefit Plan and the retirement income payable under any pension plan
maintained by a former employer of Mr. Zorn, is $52,923.

OMARK SUPPLEMENTAL RETIREMENT PLAN

Blount, Inc. sponsors a Supplemental Retirement Plan for the key management
employees of its Oregon Cutting Systems Division, Sporting Equipment Division,
and Forestry and Industrial Equipment Division (the "Omark Supplemental
Retirement Plan"), which was originally adopted by a predecessor corporation,
effective July 1, 1979. The Omark Supplemental Retirement Plan provides a
supplemental retirement benefit to participants equal to the excess, if any, of
(i) 50% of the participant's highest 5-year average base salary during the last
10 years of employment before age 65, over (ii) the aggregate amount available
to the participant under the other benefit plans of the divisions and one-half
the primary social security benefit. The Omark Supplemental

15
<PAGE> 19

Retirement Plan provides for retirement at an earlier age at reduced benefits.
The Omark Supplemental Retirement Plan may be revised or terminated by the
Blount, Inc. Board. Mr. Osterman participates in the Omark Supplemental
Retirement Plan. No benefits are projected to be payable under this Plan.

OMARK RETIREMENT PROTECTION PLAN

Blount, Inc. sponsors a Retirement Protection Plan (the "Omark Protection
Plan") for the employees of its Oregon Cutting Systems Division, Sporting
Equipment Division, and Forestry and Industrial Equipment Division, which was
originally adopted by a predecessor corporation, effective November 1, 1983.
Participation in the Omark Protection Plan is automatic if the amount of an
individual's benefit under the Omark Retirement Plan, which was funded prior to
its termination on July 27, 1985, is reduced as a result of any deferral of
compensation pursuant to the Omark Deferred Plan, which was terminated effective
December 31, 1986. Benefits under the Omark Protection Plan are limited to the
amount of any reduction of benefits under the Master Annuity Contracts
(purchased upon termination of the Omark Retirement Plan) or the Pre-1992 Omark
Retirement Plan as a result of any deferral of compensation pursuant to the
Omark Deferred Plan prior to its termination. If the benefits that are actually
due under the Master Annuity Contracts or the Blount Retirement Plan are not
reduced, then no benefits are due under the Omark Protection Plan. The Blount,
Inc. Board may terminate or amend the Omark Protection Plan on the first day of
any month by giving notice to the participants. Such termination shall not
affect the rights of participants under the Omark Protection Plan as of such
date of termination. The Omark Protection Plan is unfunded and amounts due the
participants covered thereby are general obligations of the Corporation. Mr.
Osterman participates in the Omark Protection Plan. No benefits are projected to
be payable under this Plan.

OMARK SALARY CONTINUATION PLAN

Blount, Inc. sponsors a Salary Continuation Plan for the employees of its
Oregon Cutting Systems Division, Sporting Equipment Division, and Forestry and
Industrial Equipment Division, who participated in the former Management Award
Plan of the divisions, which was originally adopted by a predecessor
corporation, effective January 1, 1985. The Salary Continuation Plan provides
the beneficiaries of the participants with a continuation of 2 years of annual
salary when death occurs. The Blount, Inc. Board may at any time terminate or
amend the Salary Continuation Plan. Participation in the Salary Continuation
Plan was frozen effective February 28, 1990. The Salary Continuation Plan is
unfunded and amounts due the beneficiaries of the participants covered thereby
are general obligations of the Corporation. Mr. Osterman participates in the
Salary Continuation Plan.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Corporation or Blount, Inc. has entered into Employment Agreements (the
"Agreements") with all of the executive officers named in the Summary
Compensation Table except for Winton M. Blount. The terms of the Agreements
provide that each executive will be paid a base salary no less than the 1995
base salary, be eligible to participate in the Corporation's Incentive Plans
with target bonuses ranging from 45% to 65% of base salary, participate in the
Corporation's stock option programs and all other benefit plans, arrangements
and perquisites generally available to executive officers. Three executives, Mr.
Panettiere, Mr. Zorn and Mr. Layman, are covered by the Corporation's Executive
Life Insurance Program. The Agreements with Messrs. Panettiere and Zorn provide
for certain supplemental retirement benefits, less any benefits from the Blount
Retirement Plan, the Blount and Subsidiaries Supplemental Retirement Plan and
any pension plan of a former employer.

The duration of each Agreement is automatically extended one day for each
day employed, except that the term of each agreement shall not extend past the
executive's 65th birthday, except by mutual consent of the Corporation and the
executive. Each Agreement has a clause which prohibits the executive, for up to
three years following the termination of employment, from competing directly or
indirectly with the Corporation or disclosing proprietary or confidential
information.

The Agreements contain a Change-In-Control provision under which, subject
to certain conditions, the executive is paid a multiple (24 to 36 months,
depending on the executive) of his then current base salary and an average of
bonus payments recently received. Full funding of certain benefits and immediate
vesting in unvested stock options also occur upon a Change-In-Control (as
defined in the Agreements).

The Agreements also contain provisions for severance payments and benefits
(24 to 36 months, depending on the executive) if the Corporation terminates the
executive for reasons other than death, disability or cause (as defined in the
Agreements).

In the event of death, disability or termination for cause (as defined in
the Agreements) or in the event the employer terminates his employment (except
for Change-In-Control), the Corporation's obligations under the Employment
Agreements cease and no special benefits will be paid.

A Rabbi Trust has been established by the Corporation for the purpose of
providing funding for certain non-qualified benefits and Change-In-Control
liabilities, if applicable, identified in this section.

16
<PAGE> 20

PERFORMANCE GRAPH

Rules adopted by the Securities and Exchange Commission require that the
Corporation include in the proxy statement a line-graph presentation comparing
cumulative, five-year shareholder returns on an indexed basis with the
cumulative return of a broad equity market index that includes companies whose
equity securities are traded on the same exchange and either a published
industry index or an index of peer companies selected by the Corporation. Since
the Corporation is not included in the Standard and Poor's 500 Stock Index and
its equity securities are traded on the New York Stock Exchange, the New York
Stock Exchange Market Value Index was selected as the broad equity market index.
The Corporation chose a group of 11 manufacturing companies that have operations
in those industries in which the Corporation competes as its peer group for
purposes of this performance comparison. A list of these companies ("Peer
Group") follows the graph below.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
BLOUNT INTERNATIONAL, INC., A PEER GROUP, AND
NEW YORK STOCK EXCHANGE MARKET VALUE INDEX

<TABLE>
<CAPTION>
BLOUNT INTER-
MEASUREMENT PERIOD NATIONAL, NYSE MKT.
(FISCAL YEAR COVERED) INC., CLASS A PEER GROUP VAL. INDEX
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 60.47 104.05 114.85
1993 113.17 114.50 123.63
1994 248.27 173.37 139.65
1995 391.82 162.38 141.79
1996 388.90 223.87 187.60
</TABLE>

- ---------------

(1) The companies in the Peer Group are as follows: Caterpillar, Inc., Deere &
Co., Figgie International, Inc. Class A, Ingersoll-Rand Co., Kaydon Corp.,
Kennametal Inc., Metromedia International Group, Inc., Navistar
International Corp., Regal-Beloit Corp., Terex Corp., and the Toro Co.
(2) The comparison of total return on investment (change in year-end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on February 28, 1991 in each of Blount International, Inc., the
Peer Group, and the NYSE Market Value Index, with investment weighted on
the basis of market capitalization.

INDEBTEDNESS OF MANAGEMENT

In connection with the employment of Richard H. Irving, III as Senior Vice
President and General Counsel of the Corporation in April 1995, the Corporation
made an interest-free loan to him in August 1995 for the purchase of a home in
Montgomery, Alabama pending sale of his home in another city. The largest
aggregate amount of such indebtedness outstanding at any time in Fiscal 1996 was
$318,719.

FILING DISCLOSURE

Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require the Corporation's directors, executive officers and persons
who beneficially own more than 10% of any class of equity securities of the
Corporation to file reports of

17
<PAGE> 21

ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange and to furnish the Corporation with copies.

Based on the review of copies of such forms received by it, or written
representations from certain reporting persons, the Corporation believes that,
during the last fiscal year all filing requirements applicable to its directors,
officers and greater than 10% beneficial owners were complied with except as
follows:

(a) Arthur P. Ronan, a director of the Corporation, failed, due to
administrative oversight, to timely file his Form 3 for June 1993. The
report was mailed to the SEC on September 26, 1995.

(b) Richard H. Irving, III, Senior Vice President and General Counsel
of the Corporation, failed, due to administrative oversight, to timely file
his Form 3 for April 1995. The report was mailed to the SEC on May 19,
1995.

(c) Michael E. Short, President of Gear Products, Inc., a subsidiary
of the Corporation, failed, due to administrative oversight, to timely file
his Form 3 for September 1995. The report was mailed to the SEC on
September 25, 1995.

(d) Larry W. Bridgman, President of Simmons Outdoor Corporation, a
subsidiary of the Corporation, failed, due to administrative oversight, to
timely file his Form 3 for December 1995. The report was mailed to the SEC
on March 28, 1996.

(e) Emory M. Folmar, a director of the Corporation, failed, due to
administrative oversight, to timely file his Form 4 for December 1995. The
report was mailed to the SEC on January 29, 1996.

(f) John P. Mowder, President of Dixon Industries, Inc., a subsidiary
of the Corporation, failed, due to administrative oversight, to timely file
his Form 3 for March 1996. The report was mailed to the SEC on March 28,
1996.

CERTAIN TRANSACTIONS AND OTHER MATTERS

During Fiscal 1996, the Corporation made cash contributions of $1,616,250
to The Blount Foundation, Inc., a charitable foundation. D. Joseph McInnes is
President and a director, and Winton M. Blount is a director of The Blount
Foundation, Inc.

RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS

PROPOSAL 3

Upon recommendation of the Audit Committee, the Board has appointed the
firm of Coopers & Lybrand L.L.P. as its independent auditors for the fiscal year
ending December 31, 1996. Although stockholder ratification is not required, the
Board has determined that it would be desirable to request an expression from
the stockholders as to whether or not they concur in the foregoing appointment.

Coopers & Lybrand L.L.P. has served as auditors of the consolidated
financial statements of the Corporation and its subsidiaries from year to year
since 1972. The Corporation has been advised by Coopers & Lybrand L.L.P. that
they do not have any direct financial interest or any material indirect
financial interest in the Corporation or any of its subsidiaries, and that
during the above time, Coopers & Lybrand L.L.P. has not had any connection with
the Corporation or its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer or employee.

Representatives of Coopers & Lybrand L.L.P. and of the Audit Committee of
the Board will be present at the Meeting and will have the opportunity to make a
statement if they desire to do so. Those representatives will also be available
to respond to appropriate questions.

The Audit Committee of the Board approved all non-audit services rendered
by Coopers & Lybrand L.L.P. during Fiscal 1996 and concluded that such services
did not affect the independence of the auditors. The audit services provided by
Coopers & Lybrand L.L.P. included the audit of the consolidated financial
statements of the Corporation for Fiscal 1996, audit of certain subsidiary
financial statements for Fiscal 1996, review of various filings with the
Securities and Exchange Commission, and performance of such other appropriate
auditing services as were required by management or the Board. The non-audit
services include, among other things, tax services and special services
regarding accounting issues.

Coopers & Lybrand L.L.P. has advised that all professional services were
provided at customary rates and terms.

The Board recommends a vote FOR ratification of the appointment of Coopers
& Lybrand L.L.P. as independent auditors for the Corporation for the fiscal year
ending December 31, 1996. In the event the Stockholders do not ratify the
appointment of Coopers & Lybrand L.L.P., the Board will reconsider the
appointment.

18
<PAGE> 22

STOCKHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING

Stockholders may present proposals which may be proper subjects for
inclusion in the Proxy Statement and for consideration at the Annual Meeting of
Stockholders. In order to be considered, proposals must be submitted on a timely
basis. Proposals for the 1997 Annual Meeting of Stockholders must be received by
the Corporation no later than December 1, 1996. Any such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Corporation.

GENERAL INFORMATION

The Board does not presently know of any other business to be presented at
the Meeting. However, if any other matters properly come before the Meeting, the
persons whose names appear on the enclosed form or forms of proxy will vote
thereon in accordance with their best judgment.

The expenses of soliciting proxies will be paid by the Corporation. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or facsimile, by directors, officers and regular employees of the
Corporation and its divisions and subsidiaries, who, except for normal overtime
pay in certain instances, will not receive additional compensation therefor.
Arrangements will also be made with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of proxy soliciting materials to
beneficial owners of the Corporation's Class A Common Stock and Class B Common
Stock, and the Corporation will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them
in connection therewith.

By Order of the Board of Directors,

/s/ D. Joseph McInnes
---------------------------------------
D. Joseph McInnes
Senior Vice President -- Administration
and Secretary

Montgomery, Alabama
May 10, 1996

19
<PAGE> 23
APPENDIX A

BLOUNT THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.

Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the meeting by returning your
proxy in the enclosed envelope.

COMPANY HIGHLIGHTS DURING FISCAL 1996

* Level of new product and model introductions set industry records.

* Move to New York Stock Exchange and stock split improve stock
liquidity.

* Simmons acquisition to contribute to aggressive growth targets.

* Key manufactured products maintain significant market leadership.

* Focused management drives earnings growth through high-margin products.

* International distribution channels provide worldwide growth potential.

* Increased analyst awareness.

* Increased the dividend for third time in three years.

* Completed reorganization of Blount, Inc. into Blount International,
Inc.

DETACH HERE BLO 2F

<TABLE>
<S> <C>
Please mark
X vote as in
- ---- this example.

FOR WITHHELD
----- ALL ----- FROM ALL
NOMINEES NOMINEES

3. In their discretion on such other business as may
properly come before the meeting.

- ------------------------------------------
For all nominees except as noted above
MARK HERE
FOR ADDRESS -----
CHANGE AND
NOTE AT LEFT

Please mark, sign exactly as your name is printed hereon
and return in the enclosed envelope. If the stock is held
jointly, each joint owner must sign. When signing as
Attorney, Executor, Administrator, Trustee, Guardian or in
any other representative capacity, please give full title.

Signature: Date: Signature: Date:
------------------------ -------------- --------------------------------- --------------

</TABLE>

<PAGE> 24

BLOUNT INTERNATIONAL, INC.
4520 Executive Park Drive
P Montgomery, Alabama 36116-1602
R Proxy Solicited on Behalf of the Board of Directors
O for the Annual Meeting of Stockholders on June 24, 1996
X
Y
Class A Common Stock

The undersigned, revoking previous proxies, if any, relating to these
shares, hereby acknowledges receipt of the Notice and Proxy Statement dated May
10, 1996 in connection with the Annual Meeting of Stockholders to be held at
10:00 A.M., C.D.T., on Monday, June 24, 1996, in the Carolyn Blount Theatre at
the Alabama Shakespeare Festival, One Festival Drive, Montgomery, Alabama 36117,
and hereby appoints RICHARD H. IRVING, III and DANIEL MORRIS, JR., or either one
of them acting in the absence of the other, the proxies of the undersigned, with
power of substitution to each, to represent and vote, as designated on the
reverse side, all shares of Class A Common Stock of Blount International, Inc.
registered in the name provided herein as of April 26, 1996 that the undersigned
is entitled to vote at the 1996 Annual Meeting of Stockholders, and at any
adjournment thereof, with all the powers the undersigned would have if
personally present.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE> 25
APPENDIX B

BLOUNT THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.

Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the meeting by returning your
proxy in the enclosed envelope.

COMPANY HIGHLIGHTS DURING FISCAL 1996

* Level of new product and model introductions set industry records.

* Move to New York Stock Exchange and stock split improve stock liquidity.

* Simmons acquisition to contribute to aggressive growth targets.

* Key manufactured products maintain significant market leadership.

* Focused management drives earnings growth through high-margin products.

* International distribution channels provide worldwide growth potential.

* Increased analyst awareness.

* Increased the dividend for third time in three years.

* Completed reorganization of Blount, Inc. into Blount International, Inc.

DETACH HERE BL2 F

<TABLE>
<S> <C>
X Please mark
- --- votes as in
this example.

The Board of Directors recommends a vote "FOR" proposals numbered 1 and 2. This proxy when properly
executed will be voted in the manner directed herein by the undersigned stockholder. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSALS NUMBERED 1 AND 2.
1. ELECTION OF DIRECTORS 2. RATIFY THE APPOINTMENT OF FOR AGAINST ABSTAIN
Nominees: Winton M. Blount, R. Eugene Cartledge, COOPERS & LYBRAND LLP AS
C. Todd Conover, H. Corbin Day, Emory M. Folmar, the independent auditors for ----- ----- -----
John M. Panettiere, Arthur P. Ronan and Joab L. Thomas the Corporation for the year
ending December 31, 1996.
FOR WITHHELD
----- ALL ----- FROM ALL 3. In their discretion on such other business as may
NOMINEES NOMINEES properly come before the meeting.

---------------------------------------
For all nominees except as noted above MARK HERE
FOR ADDRESS
CHANGE AND -----
NOTE AT LEFT

Signature: Date: Signature: Date:
------------------------- -------------- ------------------------ --------------
</TABLE>

<PAGE> 26
DETACH HERE BL2 F
- -------------------------------------------------------------------------------

BLOUNT INTERNATIONAL, INC.

4520 Executive Park Drive
P Montgomery, Alabama 36116-1602
R
O Proxy Solicited on Behalf of the Board of Directors
X for the Annual Meeting of Stockholders on June 24, 1996
Y
Class B Common Stock

The undersigned, revoking previous proxies, if any, relating to these
shares, hereby acknowledges receipt of the Notice and Proxy Statement dated May
10, 1996 in connection with the Annual Meeting of Stockholders to be held at
10:00 A.M., C.D.T., on Monday, June 24, 1996, in the Carolyn Blount Theatre at
the Alabama Shakespeare Festival, One Festival Drive, Montgomery, Alabama 36117,
and hereby appoints RICHARD H. IRVING, III and DANIEL MORRIS, JR., or either one
of them acting in the absence of the other, the proxies of the undersigned, with
power of substitution to each, to represent and vote, as designated on the
reverse side, all shares of Class B Common Stock of Blount International, Inc.
registered in the name provided herein as of April 26, 1996 that the undersigned
is entitled to vote at the 1996 Annual Meeting of Stockholders, and at any
adjournment thereof, with all the powers the undersigned would have if
personally present.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE