L & B FINANCIAL, INC.
306 North Davis Street
Sulphur Springs, Texas 75482
(903) 885-2121
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1996
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
L & B Financial, Inc. ("L & B" or the "Company") will be held at the
Hopkins County Civic Center, 1200 Houston Street, Sulphur Springs, Texas,
on October 29, 1996, at 11:00 a.m., Central Time, for the following
purposes:
1. To elect three directors for a three-year term and until
their successors are elected and qualified;
2. To ratify the appointment of Oakerson, Arnold, Walker & Co.
as the Company's independent public accountants for fiscal 1996; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors of the Company has fixed September 18, 1996,
as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting. Only those shareholders of
record as of the close of business on that date will be entitled to vote
at the Annual Meeting or at any such adjournment.
By Order of the Board of Director
Linda J. Galligher
Secretary
September 25, 1996
Sulphur Springs, Texas
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. ANY PROXY GIVEN MAY BE
REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.
L & B FINANCIAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to holders of common stock,
par value $.01 per share ("Common Stock:) of L & B Financial, Inc. (the
"Company") in connection with the solicitation of proxies by the Board
of directors of the Company for use at the Annual Meeting to be held at
the Hopkins County Civic Center, 1200 Houston Street, Sulphur Springs,
Texas, on October 29, 1996, at 11:00 a.m., Central Time, and at any
adjournment or adjournments thereof ("Annual Meeting"). This Proxy
Statement is first being mailed to shareholders on or about September 25,
1996.
MATTERS TO BE CONSIDERED
At the Annual Meeting, shareholders will be asked to consider (1)
a proposal to elect three directors for a three-year term and until their
successors are elected and qualified; (2) a proposal to ratify the
appointment of Oakerson, Arnold, Walker & Co. as the Company's
independent public accountants for fiscal 1996; and (3) such other
business as may properly come before the meeting or any adjournment
thereof.
SHARES OUTSTANDING AND ENTITLED TO VOTE; RECORD DATE
Only the holders of record of the outstanding shares of the Common
Stock at the close of business on September 18, 1996 (the "Record Date")
will be entitled to notice of and to vote at the Annual Meeting. At such
date, there were 1,584,125 shares of Common Stock issued and outstanding
and the Company had no other class of equity securities outstanding.
Holders of record of the Common Stock at the close of business on
the Record Date will be entitled to one vote per share on any matter that
may properly come before the Annual Meeting. Holders of the Common Stock
will not be allowed to cumulate their votes in connection with the
election of directors. Cumulative voting permits a stockholder entitled
to vote, in person or by proxy, to vote the number of shares owned by him
or her for as many persons as there are directors to be elected to a
particular class or to cumulate votes by giving one candidate as many
votes as the number of such directors to be elected multiplied by the
number of shares owned shall equal, or by distributing such votes on the
same principle among any number of candidates.
VOTES REQUIRED
A quorum, consisting of a majority of the voting power of the issued
and outstanding Common Stock, must be present in person or by proxy
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before any action may be taken at the Annual Meeting. Directors are
elected by a plurality of the votes cast with a quorum present.
Abstentions are counted in determining the presence of a quorum. They
will not affect the plurality vote required for the election of
directors. Abstentions will not be considered part of the voting power
present with respect to an y matter on which such shares abstain, which
will have the effect of reducing the number of shares voting
affirmatively that will be required to approve a matter requiring a
majority vote. The affirmative vote of the holders of a majority of the
shares voting on such matters is required to ratify the appointment of
independent auditors.
As of September 1, 1996, directors and executive officers of the
Company as a group (11 persons) beneficially owned 124,972 shares of
the Common Stock which represented 7.8% of the total amount of such
stock outstanding at such date. Such persons have indicated that they
intend to vote all such shares for approval of the matters described
herein.
VOTING, SOLICITATION AND REVOCATION OF PROXIES
A proxy for use at the Annual Meeting accompanies this Proxy
Statement and is solicited by the Board of Directors of the Company. Any
Company stockholder who has given a proxy may revoke it at any time prior
to its exercise at the annual Meeting by (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to
the company a duly-executed proxy bearing a later date or (iii) attending
the Annual Meeting and voting in person. All written notices of
revocation and other communications with respect to revocation of proxies
shall be addressed as follows: Linda Galligher, Senior Vice President and
Secretary, L & B financial, Inc., 306 North Davis Street, Sulphur
Springs, Texas 75482. Attendance at the Annual Meeting will not, in and
of itself, constitute revocation of a proxy.
Shares of Common Stock represented by properly executed proxies, if
such proxies are received in time and not revoked, will be voted in
accordance with the instructions indicated on the proxies. If no
instructions are indicated, such proxies will be voted: (i) FOR the
election of the nominees for director described herein; (ii) FOR the
ratification of Oakerson, Arnold, Walker & Co. as the Company's
independent public accountants for fiscal 1996; and (iii) in the
discretion of the proxies as to any other matter which may properly come
before the Annual Meeting. If necessary, the proxy holder may vote in
favor of a proposal to adjourn the Annual Meeting in order to permit
further solicitation of proxies in the event that there are not
sufficient votes to approve the foregoing proposals at the Annual
Meeting.
The Company will bear the costs of printing and mailing this Proxy
Statement and the proxy and Annual Report to Stockholders which accompany
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this Proxy Statement, as well as all other costs incurred in connection
with the solicitation of proxies from Company stockholders on behalf of
the Board of Directors. Proxies will be solicited by mail and may be
further solicited, for no additional compensation, by directors, officers
or employees of the Company by phone or by personal contact.
Arrangements also will be made with brokerage houses, voting trustees,
banks, associations and other custodians, nominees and fiduciaries, who
are record holders of the Common Stock not beneficially owned by them,
for forwarding such solicitation materials to and obtaining proxies from
the beneficial owners of the Common Stock entitled to vote at the Annual
Meeting, and the Company will reimburse such persons for their reasonable
expenses incurred in doing so.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table includes, as of September 1, 1996, certain
information as to the Common Stock beneficially owned by (i) all persons
or entities, including and "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act or 1934, as amended ("Exchange
Act"), who or which was known to the Company to be the beneficial owner
of more than 5% of the issued and outstanding Common Stock, and (ii) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership <F1> of Class
- ------------------------------------ ----------------------- -----------
<S> <C> <C> <C>
Jerome H. Davis and Susan B. Davis 103,243 <F2> 6.19%
First Save Associates, L.P., 119,158 <F3> 7.2%
Second Save Associates, L.P.
John Hancock Advisers, Inc. 127,000 <F4> 7.6%
Sulphur Springs Building and Loan 100,050 <F5> 6.0%
Association Employee Stock
Ownership Trust
306 North Davis Street
Sulphur Springs, Texas 75483
All directors and executive officers 88,960 5.3%
as a group (10 persons)
<FN>
<F1>
Pursuant to rules promulgated by the Securities and Exchange
Commission "SEC") under the Exchange Act, a person is considered
to beneficially own shares of Common Stock if that person has
or shares: (1) voting power, which includes the power to vote,
or direct the voting of the shares; or (2) investment power,
which includes the power to dispose, or direct the disposition
of the shares.
<F2>
This information was provided to the Securities and Exchange
Commission and to the Company by the named persons. It was
reported that Mr. Davis has sole voting and disposition power
-3-
of 25,000 shares and shared voting and disposition power of
78,243 shares and that Mr. Davis has shared voting and
disposition power of 78,243 shares, except as may otherwise
be deemed to be the case under rules of the Securities and
Exchange Commission. Reference is made to the Schedule 13D
filed with the Securities and Exchange Commission by such
persons for more detailed information.
<F3>
This information was provided to the Securities and Exchange
Commission by the named persons, each of which reported sole
voting and disposition power for 59,579 shares. The reporting
persons disclaimed membership in a group. Reference is made to
the Schedule 13D filed with the Securities and Exchange Commission
by such persons for more detailed information.
<F4>
This information was provided to the Securities and Exchange
Commission by the named person and its affiliates. It was reported
that the named person has sole voting and disposition power.
Reference is made to the Schedule 13G filed with the Securities and
Exchange commission by such persons for more detailed information.
<F5>
The Company's wholly owned subsidiary, Loan & Building State Savings
Bank, formerly was known as Sulphur Springs Loan and Building
Association. The Sulphur Springs Loan and Building Association
Employee Stock Ownership Trust ("Trust") was established pursuant
to the Sulphur Springs Loan and Building Association Employee
Stock Ownership Plan ("ESOP") by an agreement between that entity
and Messrs. Connelly, Galyean, and Lowe, who act as trustees of the
ESOP ("Trustees"). As of September 30, 1996, 14,723.8 shares held
in the Trust had been allocated to the accounts of participating
employees. Those participating employees are entitled to direct
the Trustees as to the manner in which Company Common Stock
allocated to them is to be voted. As of September 30, 1996,
85,326.2 shares held in the Trust were unallocated. The Trustees
vote all unallocated Company Common Stock held by them for the ESOP
in the same proportion for and against proposals as participating
employees vote shares of Common Stock allocated to them. Any shares
allocated to participating employees which either abstain or do not
vote are disregarded in determining this ratio. The amount of
Common Stock beneficially owned by each individual trustee and by
all directors and executive officers as a group does not include the
shares held by the Trust.
</FN>
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission reports of changes in
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ownership of Common Stock of the Company. Officers, directors and
greater than ten-percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Four officers of the Company, C. Glynn Lowe, Jeffrey C. David, Daniel M.
Phillips and Linda J. Galligher, failed to report on a timely
basis allocations of Common Stock to their accounts under the Sulphur
Springs Loan and Building Association Employees Stock Ownership Plan.
ELECTION OF DIRECTORS
(Proposal One)
GENERAL
The Bylaws of the Company provide that the Board of Directors shall
be divided into three classes as nearly equal in number as possible, and
that the members of each class shall be elected for terms of three years
and until their successors are elected and qualified, with one of the
three classes of directors to be elected each year. The number of
directors currently authorized by the Company's Bylaws is eight.
At the Annual Meeting, stockholders of the Company will be asked to
elect three directors of the Company for a three-year term and until
their successors are elected and qualified. The three nominees for
election as directors were selected by the Board of Directors and are
Enos L. Ashcroft, III, Daniel E. Bonner, and Wayne H. Galyean, all of
whom currently serve as directors of the Company. There are no
arrangements or understandings between the persons named and any other
person pursuant to which such person was selected as a nominee for
election as a director at the Annual Meeting, and no director or nominee
for director is related to any other director or executive officer of the
Company by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to
stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for any replacement nominee or nominees recommended by
the Board of Directors of the Company. Alternatively, under such
circumstances, the Board of Directors of the Company may reduce the
number of directors of the Company.
INFORMATION WITH RESPECT TO DIRECTORS WHOSE TERMS DO NOT EXPIRE AT THIS
ANNUAL MEETING.
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<TABLE>
<CAPTION>
Positions with the
Corporation and Common Stock
Principal Beneficially Owned
Occupation During Director as of September 1,
Name Age Past Five Years Since 1996 <F1> <F2>
------------------ --- ------------------ -------- ------------------
No. Percentage
------ ----------
<S> <C> <C> <C> <C> <C>
W. T. Allison, II 55 Director; Attorney 1994 8,170<F3> <F8>
Bob J. Burgin 60 Director; principal 1994 5,770<F4> <F8>
in the certified
public accounting
firm of Johnson &
Burgin
James H. Connelly 77 Director; retired 1980 7,732<F5> <F8>
real estate broker
and bank president
C. Glynn Lowe 67 President and Chief 1977 26,766<F6> 1.7%
Executive Officer of
the Corporation
Thomas J. Payne 77 Director; self 1978 14,720<F7> <F8>
employed in real
estate rentals
- --------------------------
<FN>
<F1>
For purposes of this table, pursuant to rules promulgated under the
Exchange Act, a person is considered to beneficially own shares of
Common Stock if he or she has or shares: (1) voting power, which
includes the power to vote, or direct the voting of the share; or
(2) investment power, which includes the power to dispose, or direct
the disposition of the shares. Unless otherwise indicated, an
individual has sole voting power and investment power with respect
to the indicated shares.
<F2>
Based on filings made with the Securities and Exchange Commission
and information furnished by the respective directors. The
percentage of outstanding shares of Common Stock is based on the
shares of Common Stock issued and outstanding on September 1, 1996.
<F3>
Includes 400 shares held by Mr. Allison's IRA.
<F4>
Includes 2,000 shares held by Mr. Burgin's IRA and 1,000 shares held
by his wife's IRA.
<F5>
Includes 5,000 shares held by Mr. Connelly together with his wife
and 1,012 shares in which his wife has a beneficial interest.
<F6>
Includes 15,000 shares held by Mr. Lowe's 401(k) Plan, 1,850 shares
held by his IRA, 1,546 shares held by the ESOP and 100 shares held
by Mr. Lowe together with his wife.
<F7>
Includes 2,500 shares of Common Stock beneficially owned by Mr.
Payne's wife.
<F8>
Represents less than 1% of the outstanding Common Stock.
</FN>
</TABLE>
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
The following table sets forth information relating to the
management nominees for election as director.
<TABLE>
<CAPTION>
Positions with the
Corporation and Common Stock
Principal Beneficially Owned
Occupation During Director as of September 1,
Name Age Past Five Years Since 1996 <F1> <F2>
--------------------- --- ------------------ -------- ------------------
No. Percentage
------ ----------
<S> <C> <C> <C> <C> <C>
Enos L. Ashcroft, III 54 Director; Manager 1987 37,720 <F5>
of Ashcroft Motor
Company
Daniel E. Bonner 71 Director; Regional 1974 4,220<F3> <F5>
Coordinator for
National Learning
Products, Inc.
Wayne H. Galyean 55 Director; president 1990 5,610<F4> <F5>
of Galyean Insurance
Agency, Inc.
- ----------------------
<FN>
<F1>
For purposes of this table, pursuant to rules promulgated under the
Exchange Act, a person is considered to beneficially own shares of
Common Stock if he or she has or shares: (1) voting power, which
includes the power to vote, or direct the voting of the share; or
(2) investment power, which includes the power to dispose, or direct
the disposition of the shares. Unless otherwise indicated, an
individual has sole voting power and investment power with respect
to the indicated shares.
<F2>
Based on filings made with the Securities and Exchange Commission
and information furnished by the respective directors. The
percentage of outstanding shares of Common Stock is based on the
shares of Common Stock issued and outstanding on September 1, 1996.
<F3>
Includes 2,500 shares owned by Mr. Bonner together with his wife.
<F4>
Includes 3,000 shares owned by Mr. Galyean together with his wife,
503 shares owned by Mr. Galyean's IRA and 387 shares owned by his
wife's IRA.
<F5>
Represents less than 1% of the outstanding Common Stock.
</FN>
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF
ITS NOMINEES FOR DIRECTOR.
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is certain information with respect to the executive
officers of the Company who are not directors. There are no arrangements
or understandings between the Company and such persons pursuant to which
such persons were or will be elected an executive officer of the Company
and such officers are not related to any director or other officer of the
Company by blood, marriage or adoption.
Daniel M. Phillips is Senior Vice President for Mortgage Loans. Mr.
Phillips joined the Company in 1960 and has served continuously in that
position since that time.
Linda J. Galligher is Senior Vice-President. Ms. Galligher joined the
Company in 1970 as a teller, was appointed Secretary in 1988, was
appointed Vice President in 1990, and Senior Vice President in 1995.
She served continuously in the latter position since her appointment to
it. Ms. Galligher assists President Lowe in numerous operating functions
of the Company, including loan underwriting and administration, branch
operations and savings operations.
Jeffrey C. David is Vice President and Chief Financial Officer. Mr.
David joined the Company in May 1995 in that capacity and has served
continuously in that position since that time.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors are held on at least a
monthly basis and special meetings of the Board of Directors are held
from time-to-time as needed. The Board of Directors of the Company held
a total of 16 meetings during the fiscal year ended June 30, 1996. No
incumbent director attended fewer than 75% of the aggregate of the total
number of meetings of the Board of Directors held during his tenure in
office during the last fiscal year and the total number of all meetings
held by all committees of the Board of Directors on which he served
during such year. The Company pays each director a $800 monthly fee.
The Board of Directors has established an Executive Committee, a Loan
Committee and an Audit Committee.
The Executive Committee has authority to exercise all of the powers
of the Board of Directors with certain exceptions relating to major
corporate matters. It acts in emergency situations and on routine
matters when it is impractical to assemble the entire Board for a
meeting. It met five times during the last fiscal year. The Investment
Committee oversees the investment of funds available for such use. It
met nine times during the last fiscal year. The Audit Committee reviews
the records and affairs of the Company, engages the Company's external
auditors and reviews their reports. The Audit Committee met six times
during the last fiscal year.
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SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation awarded or paid by the Company for services
rendered in all capacities during the year ended June 30, 1996 to the
President and Chief Executive Officer of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
Fiscal ------------------------------ -------------------- --------
Name and Year Other Annual Restricted LTIP All Other
Principal Ended Salary Bonus Compensation Stock Options Payouts Compensation
Position June 30 ($) <F1> ($) ($) <F2> Award(s) SARs(#) ($) ($)
- --------- ------- ------- ------ ------------ ---------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Glynn 1996 $102,000 $5,587 -0- -0- -0- -0- -0-
Lowe, 1995 $100,385 $8,538 -0- $84,000 $33,350 -0- -0-
President 1994 $ 93,180 $8,178 -0- -0- -0- -0- -0-
and Chief
Officer
<FN>
<F1>
Includes salaries and director's fees.
<F2>
Does not include amounts attributable to miscellaneous benefits
received by the named executive officer. In the opinion of management
of the Company, the costs to the Company of providing
such benefits to the named executive officer during the year ended
June 30, 1996 did not exceed the lesser of $50,000 or 10% of the
total annual salary and bonus reported for the individual.
</FN>
</TABLE>
Aggregate Option Exercises in the Last Fiscal Year and Fiscal Year End
Option Values
The following table provides for C. Glynn Lowe, the total number and
aggregate value of unexercised stock options held at June 30, 1996.
Value of unexercised options at fiscal year-end is the difference between
the exercise price of the stock options and the fair market value of the
underlying stock at June 30, 1996, which was $17.00 per share. This
value has not been, and may never be, realized. The underlying options
have not been, and may not be, exercised. Actual gains, if any, on
exercise will depend on the value of the Company's stock on the date of
exercise. There can be no assurance that the value shown will be
realized.
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<TABLE>
AGGREGATED OPTION EXERCISES IN THE
LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Value Value of
Shares Acquired Realized Number of Unexercised Unexercised
Name on Exercise (#) ($) Options at FY-End at FY-End ($)
- -------------- ---------------- -------- ---------------------- ----------------------
Exercis- Unexercis- Exercis- Unexercis-
able able able able
-------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
C. Glynn Lowe -0- -0- 6,670 26,680 $43,355 $173,420
</TABLE>
The following table summarizes information concerning any loans made
to directors or executive officers whose aggregate indebtedness to the
Company exceeded $60,000 during the year ended June 30, 1996. Each of
these loans was made on substantially the same terms, including interest
rates and collateral, as those prevailing for comparable transactions
with others.
<TABLE>
<CAPTION>
Largest Aggregate
Amount of
Indebtedness Amount Out-
During the Year standing as Interest
Name and Position Type of Loan Ended June 30, 1996 of June 30, 1996 Rate
- ------------------ ------------ ------------------- ----------------- ---------
<S> <C> <C> <C> <C>
Wayne H. Galyean Office Loan $ 44,571 $ 39,063 7.625%
Director Office Loan $ 40,158 $ 36,543 8.5%
Installment $ 18,960 $ 16,095 9.0%
Loan
W. T. Allison Multi-family $284,868 $257,854 9.125%
Director
</TABLE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal Two)
The Board of Directors of the Company has appointed Oakerson,
Arnold, Walker & Co., independent certified public accountants, to
perform the audit of the Company's financial statements for the year
ending June 30, 1997, and further directed that the selection of auditors
be submitted for ratification by the shareholders at the Annual Meeting.
Oakerson, Arnold, Walker & Co. has advised the Association that
neither the firm nor any of its members has any direct or indirect
financial interest in, or during the last three years, has had any other
connection with the Company other than the usual relationship which
exists between independent public accountants and clients. Oakerson,
Arnold, Walker & Co. will be present at the Annual Meeting and available
to respond to appropriate questions and will be given an opportunity to
make a statement if the representative choose to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE BY SHAREHOLDERS FOR RATIFICATION
OF THE APPOINTMENT OF OAKERSON, ARNOLD, WALKER & CO. AS THE ASSOCIATION'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
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OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described in this Proxy Statement.
However, if any other matters should properly come before the Annual
Meeting, it is intended that the proxies solicited hereby will be voted
with respect to those other matters in accordance with the judgment of
the persons voting the proxies.
SHAREHOLDER PROPOSALS
Any proposal which a SHAREHOLDER wishes to have included in the
proxy solicitation materials to be used in connection with the next
annual meeting of shareholders of the Company must be received at the
main office of the Company no later than May 27, 1996. If such proposal
is in compliance with all of the requirements of Rule 14a-8 under the
Exchange Act, it will be included in the Proxy Statement and set forth
on the form of proxy issued for the next annual meeting of shareholders.
It is urged that any such proposals be sent by certified mail, return
receipt requested.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Shareholders of the Company as of the record date for Annual Meeting
are being forwarded a copy of the Company's Annual Report to Shareholders
for the year ended June 30, 1996 (the "Annual Report"). The Annual
Report, which includes audited financial statements, does not form any
part of the material for the solicitation of proxies.
The Company will furnish to each person whose proxy is being
solicited, upon written request of any such person, and without charge,
a copy of the Annual Report of the Company on Form 10-K, including the
financial statements and schedules thereto, for the fiscal year ended
June 30, 1996. That report will be filed with the Securities and
Exchange Commission on or before September 30, 1996. Requests for copies
of such report should be directed to Investor Relations, P.O. Box 557,
Sulphur Springs, Texas 75482, (903) 855-2121.
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