SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 240.14a-11(C) or 240,14a-12
Wellco Enterprises, 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)(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 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>
WELLCO ENTERPRISES, INC.
150 Westwood Circle
P.O. Box 188
Waynesville, North Carolina 28786
October 17, 1995
NOTICE OF ANNUAL MEETING
OF
STOCKHOLDERS
The annual meeting of stockholders of Wellco Enterprises, Inc. will be held in
the cafeteria of the Company's Waynesville, North Carolina, plant, located at
150 Westwood Circle, on Tuesday, November 14, 1995, at 3:00 P.M., EST, for the
purpose of taking action on the election of directors as more particularly
described in the accompanying Proxy Statement and such other matters as may
properly come before the meeting.
Only stockholders of record at the close of business on October 17, 1995, will
be entitled to vote at the meeting. This Notice and the accompanying Proxy
Statement are being mailed to stockholders on approximately October 20, 1995.
By Order of the Board of Directors
DAVID LUTZ
SECRETARY
YOUR VOTE IS IMPORTANT. EVEN IF YOU DO NOT PLAN TO
ATTEND THE MEETING, PLEASE RETURN YOUR SIGNED PROXY!
Please complete and promptly return your Proxy in the postpaid envelope
provided. This will not prevent you from voting in person at the meeting. It
will, however, help to assure a quorum and avoid added proxy solicitation costs.
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<PAGE>
Wellco Enterprises, Inc.
150 Westwood Circle
P.O. Box 188
Waynesville, North Carolina 28786
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Wellco
Enterprises, Inc. (the "Company") for use at the 1995 Annual Stockholders
Meeting of the Company, to be held on November 14, 1995, and at any adjournment
thereof. The cost of solicitation will be borne by the Company. Chemical Bank,
the transfer agent for the Company, has been retained to assist in obtaining
proxies, including proxies from brokerage houses and others with respect to
shares registered in their names but beneficially owned by others, by such means
as Chemical Bank deems appropriate, at a cost to the Company presently estimated
at $3,000.00. Such brokerage houses and others will be reimbursed for their
out-of-pocket expenses incurred. Proxies may also be solicited by some
directors, officers or employees of the Company, in person or by mail, telephone
or telegraph, without extra compensation to them.
The shares represented by the proxies received will be voted at the meeting, or
any adjournment thereof. On matters coming before the meeting as to which a
choice has been specified by the stockholder by means of the ballot on the
proxy, the shares represented will be voted accordingly. If no choice is so
specified, the shares will be voted in favor of the matters set forth in the
foregoing notice of meeting. Management does not know of any other matters which
will be presented for action at the meeting, but the persons named in the
accompanying proxy intend to vote or act with respect to any other proposal
which may be presented for action, and matters incident to the conduct of the
meeting, according to their judgment in light of conditions then prevailing
except as to election of substitute nominees for director, as to which proxies
will be voted for nominees designated as hereinafter stated. Executed proxies
may be revoked by written revocation or later dated proxy delivered to the
Secretary prior to or at the meeting. Also, stockholders who are present at the
meeting may withdraw their proxies and vote in person if they so desire.
Stockholders of record at the close of business on October 17, 1995, will be
entitled to vote at the meeting. On that date, there were outstanding 884,806
shares of the Company's common stock. Each stockholder is entitled to one vote
for each share of stock on all matters to be presented at the meeting. A
plurality vote of the shares represented at the meeting, in person or by proxy,
is necessary for the election of each director. Cumulative voting is not
available at the meeting.
Coronet Insurance Company (Coronet) and subsidiaries cumulatively own 530,424
shares or 60% of the Company's outstanding stock. For further information
concerning such matters please refer to the Security Ownership section.
Stockholders having questions concerning the matters to be considered at the
meeting are invited to telephone the Company at (704) 456-3545.
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<PAGE>
BOARD OF DIRECTORS
The Company's Board of Directors consists of nine directors divided into three
classes with each class having three directors serving for a term of three
years.
Your Board of Directors unanimously recommends the reelection of Messrs. William
M. Cousins, Jr., Clyde Wm. Engle and J. Aaron Prevost as Class I Directors. All
of said nominees have consented in writing to serve if elected.
The class, period of service as a director, age and principal occupation for at
least the past five years of each nominee for director and each person whose
term of office as a director will continue after the meeting are as follows:
NOMINEES FOR ELECTION:
Class I Directors for Term Expiring in 1998:
William M. Cousins, Jr. has been a Director of the Company since 1990 and is 71
years of age. He is President (since 1974) of William M. Cousins, Jr., Inc.
(management consultants), a Director (since 1991) of Alba-Waldensian, Inc. (an
apparel manufacturing company) and a director of BioSepra, Inc..
Clyde Wm. Engle has been a Director of the Company since 1980 and is 52 years of
age. He is Chairman of the Board (since 1985) and Chief Executive Officer (since
1990), and was President and Chief Executive Officer (1985 to 1988), of
Sunstates Corporation (formerly Acton Corporation) (a diversified financial
services and manufacturing company principally involving property and casualty
insurance, real estate, furniture and textile machinery). Other than as noted
below, during the past five years Mr. Engle has served as Chairman of the Board
and Chief Executive Officer of Telco Capital Corporation (primarily engaged in
the manufacturing, insurance underwriting and real estate businesses); General
Partner of Sierra Associates, itself the general partner of Sierra-Capital Group
(an investment limited partnership); Chairman of the Board, President and Chief
Executive Officer of GSC Enterprises, Inc. (a one-bank holding company), and
Chairman of the Board of Bank of Lincolnwood; Chairman of the Board and
President of RDIS Corporation (a diversified financial services and
manufacturing company); Director and since 1990, Chairman of the Board,
President and Chief Executive Officer of Hickory Furniture Company; Director and
Chairman of the Board of NRG, Inc.; Chairman of the Board of Wisconsin Real
Estate Investment Trust; Director and Chairman of the Board (since 1991) of
Indiana Financial Investors, Inc.; Director (since 1980) and Chairman (since May
1991) of Alba-Waldensian, Inc.; Director of Indiana Financial Investors, Inc.;
Director (since 1987) of Rocky Mountain Chocolate Factory, Inc.
J. Aaron Prevost has been a Director of the Company since 1973 and is 84 years
of age. He is a retired Senior Vice President of First Union National Bank of
North Carolina, Waynesville, N.C.
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<PAGE>
DIRECTORS CONTINUING IN OFFICE:
Class II Directors Whose Term Expires in 1996:
James M. Fawcett, Jr., has been a Director of the Company since 1992 and is 59
years of age. He has been a Registered Representative and Agent in Chicago,
Illinois with The Equitable Financial Companies, Inc., since 1990. From
1973-1990, he was the owner and President of The Fawcett Group (Chicago,
Illinois) a financial consulting and investment banking firm. He is (since 1992)
a Director of Alba-Waldensian, Inc..
Joseph Minio has been a Director of the Company since 1993 and is 52 years of
age. He has been President, Chief Executive Officer and a Director of Belle
Haven Management, Ltd. since 1986. Belle Haven is engaged in the business of
acquiring controlling positions in small and medium-sized under-performing
companies, and provides such companies with top level general management
services, including strategic planning, restructuring, financing and acquisition
search, analysis and negotiation. He is (since 1983) a Director of
Alba-Waldensian, Inc. He has also served as President and Chief Executive
Officer of Intelligent Business Communications Corporation which is primarily
engaged in the design, development, manufacture and marketing of advanced
state-of-the-art satellite data control equipment. From 1981 until 1986, he was
President, Chief Executive Officer and a Director of Publicker Industries, Inc.,
a manufacturer of alcohol and related products.
Lee N. Mortenson has been a Director of the Company since 1993 and is 59 years
of age. He is President, Chief Operating Officer and a Director of Sunstates
Corporation (formerly Acton Corporation) since 1990. Prior to 1990, he was
President, Chief Executive Officer and a director of Sunstates Corporation. He
is (since December, 1993) President and Chief Executive Officer of Coronet
Insurance Company. He was Chief Executive Officer of Sunstates from May 1988 to
December 1990. He is a Director (since April 1985) of Normandy Insurance Agency,
Inc. He is President, Chief Operating Officer and Director of Telco Capital
Corporation (since January 1984); is a Director (since 1980) of Hickory
Furniture Company, Director (since April 1984) of Alba- Waldensian, Inc.,
Director (since March 1987) of NRG, Inc. and Director (since November 1987 ) of
Rocky Mountain Chocolate Factory, Inc.; and was a Director (January 1988 to
October 1992) of Sun Electric Corporation.
Class III Directors Whose Term Expires in 1997:
Horace Auberry has been a Director of the Company since 1964 and is 64 years of
age. He is Chairman of the Board of the Company.
Rolf Kaufman has been a Director of the Company since 1962 and is 64 years of
age. He is President of the Company.
William D. Schubert has been a Director of the Company since 1990 and is 71
years of age. He is the Principal of Advanced Management Concepts (consultant to
the apparel and textile industry) since 1989 and is a Director of Sunstates
Corporation (formerly Acton Corporation) (1991) . He was President and Chief
Executive Officer of Alba-Waldensian, Inc. (1973-88).
The Company owns 21.5% of the common stock of Alba-Waldensian, Inc. (Alba).
Based on information available to the Company, Alba is 29.7% owned by Sunstates
Corporation. Coronet Insurance Company, which owns 60% of the Company's
outstanding stock, is a wholly-owned
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<PAGE>
subsidiary of Sunstates Corporation. Sunstates is a wholly-owned subsidiary of
RDIS Corporation. Mr. Engle possesses beneficial ownership in excess of 50% of
the outstanding shares of the common stock of RDIS.
Mr. Engle is subject of a Cease and Desist Order dated October 7, 1993, issued
by the Securities & Exchange Commssion (the Commission) requiring Mr. Engle and
certain of his affiliated companies to permanently cease and desist from
committing any further violations of Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder, which require
monthly reports and other periodic reports of transactions in certain
securities. The Commission found some of the reports of such transactions to
have been delinquently filed although many of these transactions were between
affiliated entities or had been publicly reported in other reports filed with
the Commission or had been otherwise publicly announced.
It is intended that shares represented by the accompanying Proxy will be voted
for election of the above nominees unless authority for such vote is withheld.
In the event that any nominees should become unable to serve or for good cause
will not serve, it is intended that such shares will be voted for substitute
nominees designated by the present Board of Directors of the Company.
BOARD AND COMMITTEE MEETINGS
During the Company's last full fiscal year, there was one regular (the 1994
Annual) and five special meetings of the Board of Directors. In addition, the
Company has for a number of years followed the practice, permissible under North
Carolina corporation law, of approving corporate resolutions by unanimous
written consent without meeting. Two such resolutions were adopted by the Board
of Directors during the Company's last full fiscal year.
The Company has a standing Audit Committee of the Board of Directors. All
directors not otherwise associated with the Company as an officer, employee or
consultant are designated as members of the Audit Committee. Accordingly,
Directors Cousins, Engle, Fawcett, Minio, Mortenson and Schubert are presently
the members of such Committee with Director Prevost serving as Chairman. The
Audit Committee held two meetings during the Company's last fiscal year, at
which representatives of the Company's independent auditors, Deloitte & Touche
LLP were present. The Audit Committee recommends to the Board the firm to be
designated as the Company's auditors, reviews and approves the scope of the
annual audit and is responsible for considering any differences of opinion or
disputes between management and said auditors which may arise and which are
called to the Committee's attention.
The Board has a standing Compensation Committee, consisting of the same members
as the Audit Committee with Director Engle serving as Chairman. The Compensation
Committee met once during the Company's last fiscal year to review and approve
the compensation of officers and related matters.
The Company has not established a standing Nominating Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 30, 1994 the Company purchased from Coronet Insurance Company, Inc.
(Coronet), which owns 59% of the outstanding common stock of the Company,
400,000 shares (21.5% of the total outstanding) of the common stock of
Alba-Waldensian, Inc.(Alba). Coronet had owned these shares for more than two
years prior to the sale to the Company. The Company paid Coronet
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<PAGE>
$4,250,000 in cash, which came from existing funds and from the sale of certain
marketable securities.
An independent committee of the Company's Board of Directors, formed to
investigate and make appropriate recommendations to the Board, engaged an
investment banking firm to evaluate the financial fairness of the acquisition to
Wellco. The purchase of Alba was approved by a majority vote of the Company's
Board of Directors.
The Company has an option to purchase up to 538,000 additional Alba common
shares owned by Coronet. It this option were exercised, the Company would own
approximately 50% of total Alba common shares outstanding.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee has ever served as an officer or
employee of the Company or had any relationship requiring disclosure by the
Company under any paragraph of Item 404 of Regulation S-K of the Securities and
Exchange Commission. No executive officer of the Company has ever served as a
director or member of the compensation committee of any other entity one of
whose executive officers has ever been a member to the Company's Compensation
Committee or Board of Directors.
COMPENSATION OF DIRECTORS
Directors' fees are $3,250.00 per year; $1,000.00 per meeting for each
Board Meeting attended; $1,000.00 per meeting for each committee meeting
attended that is held apart from the day of a Board Meeting; and $500.00 for
each committee phone meeting Directors who are full-time employees of the
Company do not receive any directors' fees. Travel expenses of directors
incurred traveling to and from meetings are reimbursed by the Company.
INDEPENDENT AUDITORS
The firm of Deloitte & Touche LLP served as the Company's independent auditors
for the fiscal year ended July 1, 1995. Deloitte & Touche LLP and its
predecessor firm, Touche Ross & Co., have served in this capacity since the
Company's 1979-80 fiscal year. Independent auditors for the fiscal year
beginning July 2, 1995 have not as yet been selected. The Board of Directors has
a policy of selecting and engaging independent auditors a few months prior to
the end of the Company's fiscal year.
A representative of Deloitte & Touche LLP has been requested and is expected to
be present at the stockholders meeting. Such representative will have the
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common stock to the Standard & Poor's 500 Stock Index and an index of
peer companies that produce nonathletic footwear. The Standard & Poor's 500
Stock Index is a broad equity market index published by Standard & Poor's. The
index of peer companies was constructed by the Company and includes the Company
and R. G. Barry; Brown Group, Inc.; Genesco, Inc; Daniel Green Co.; Justin
Industries; McRae Industries; Penobscot Shoe; Rocky Shoes & Boots, Inc.; Stride
Rite Corp.; Suave
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<PAGE>
Shoe Corp.; Timberland Co.; U. S. Shoe Corp.; Weyco Group, Inc; and Wolverine
World Wide. In constructing the peer index, the return of each component company
was weighted according to its respective stock market capitalization. The graph
assumes the investment of $100 in the Company's common stock, the Standard and
Poor's 500 Index and the peer index at end of the 1990 fiscal year.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETUREN
The proxy contains the Performance Graph as required by Regulation 229.402(l).
The below table shows the data used to construct that graph.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
WELLCO ............................. $100 $115 $119 $121 $147 $162
S & P 500 .......................... 100 107 119 137 141 177
PEER GROUP ......................... 100 120 138 162 179 153
</TABLE>
EXECUTIVE COMPENSATION
Compensation Summary
The following Summary Compensation Table shows certain information concerning
the compensation of each of the Company's highly compensated executive officers
whose total compensation exceeded $100,000.00 during the last fiscal year:
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
OTHER ALL
ANNUAL OTHER
COMPEN- COMPEN-
NAME AND PRINCIPAL SATION SATION
POSITION: YEAR SALARY BONUS (A) (B)
<S> <C> <C> <C> <C> <C>
Horace Auberry, Chairman of the
Board and Co-Chief Executive
Officer 1995 $100,074 $30,027 $3,588 $964
1994 96,226 41,262 35,778 964
1993 91,624 55,378 2,719 964
Rolf Kaufman, President and Co-
Chief Executive Officer 1995 $100,074 $30,027 $6,166 $964
1994 96,226 41,262 142,158 964
1993 91,624 55,378 3,644 964
</TABLE>
(A) Of the 1994 amounts, $32,625 for Mr. Auberry and $136,125 for Mr. Kaufman
represent the excess of market price at date of stock option exercise over
the exercise price. All other amounts represent reimbursement for income
taxes.
(B) Life insurance premiums paid by registrant for benefit of the named
executive officer.
Stock Options
All options under the Company's 1985 Stock Option Plan for Key Employees, the
only one in effect, for the above named executive officers were granted to and
exercised by them prior to the beginning of the 1995 fiscal year.
Employment Contracts and Termination of Employment and Change-in-Control
Agreements
The Company does not have employment contracts with any executive officer. There
are no compensation plans or arrangements that will result from the resignation,
retirement or termination of any executive officer, or that will result from a
change-in-control of the Company or a change in any executive officers
responsibilities following a change-in-control.
Long-Term Incentive Plans
The Company does not have any type of long-term incentive plans for any
executive officer or other employee.
Pension Plan
The Company's executive officers and all other salaried employees participate in
an Administrative
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Employee Pension Plan. Benefits under the plan are based on years of service and
average annual earnings. The following table illustrates the amount of annual
pension benefits based on the years of service and average annual compensation
levels shown:
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF SERVICE
AVERAGE
ANNUAL
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
<S> <C> <C> <C> <C> <C>
$125,000 $15,300 $20,400 $25,500 $30,600 $35,700
$150,000 18,700 24,900 31,200 37,400 43,600
$175,000 22,100 29,400 36,800 44,100 51,500
$200,000 25,400 33,900 42,400 51,900 59,400
</TABLE>
The pension plan provides benefits based on final average compensation, defined
in the plan as the average of the five highest of the last ten years
compensation, and on years of service. Compensation under the plan is
essentially equivalent to the aggregate amounts reported as annual salary and
bonus compensation in the Summary Compensation Table above. Total years of
service are limited to 35 and benefits are computed on a straight life annuity
basis. The officers named in the Summary Compensation Table would have years of
service under the plan, assuming their employment to age 65, as follows: Mr.
Auberry (37); Mr. Kaufman (38).
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the Committee) of the Board of Directors submits
recommendations to the Board of Directors as to the type and amount of
compensation for three executive officers of the Company (Mr. Auberry and Mr.
Kaufman, Co-Chief Executive Officers, and Mr. Lutz, Secretary- Treasurer). The
Committee consists of all directors not otherwise associated with the Company
and, in the 1995 fiscal year, consisted of seven members.
The Committee usually meets once during a year to consider and make
recommendations to the Board of Directors. In the 1995 fiscal year, the Board of
Directors did not modify or reject any action or recommendation of the
Compensation Committee.
The Committee does not use any compensation consultants in making its decisions
and recommendations, and does not relate compensation of the above named
executive officers to that of any other entity or industry grouping.
For the past several years, the Committee has followed the practice of
increasing these executive officers base annual salary by 3% to 5%.
Each of the named executive officers receives an annual cash bonus which is
based on a specified percentage of consolidated net income, as defined. Each
executive officer's percentage has remained constant for the past several years.
This results in a significant amount of each executive officer's total cash
compensation being dependent on the Company's operations. No one of the above
named executive officers has a guaranteed or minimum amount of bonus. Although
not a
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frequent occurrence, the Committee from time to time awards discretionary
additional bonuses for extraordinary achievement.
All officers of the Company participate in fringe benefit plans (group health
insurance, group life insurance and long-term disability) to the same extent and
under the same terms as all other salaried employees of the Company. Mr. Auberry
and Mr. Kaufman each receive two perquisites whose value aggregates much less
than 10% of their total annual salary and bonus.
Submitted by the Compensation Committee of the Board of Directors
Clyde Wm. Engle, Chairman
William M. Cousins, Jr. Joseph Minio J. Aaron Prevost
Lee N. Mortenson James M. Fawcett, Jr. William D. Schubert
SECURITY OWNERSHIP
The number of shares of common stock (the Company's only voting security)
beneficially owned or held under option by (a) all executive officers, directors
and nominees for director and (b) each person or entity owning more than 5% of
the outstanding shares of common stock (including persons or entities who may be
deemed a group for purposes of the federal securities laws), as known by
management of the Company, based upon information furnished by or on behalf of
such person or entity, as "beneficial ownership" is defined under Rule 13d-3
under the Securities Exchange Act of 1934, is set forth in the table appearing
on the following page.
Coronet Insurance Company, which with its subsidiaries owns 60% of the Company's
outstanding stock, has a bank loan maturing December 29, 1995 which is secured
by the Company's stock.
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<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP ON SEPTEMBER 29, 1995
SOLE
VOTING SHARED
AND VOTING AND TOTAL PERCENT
DISPOSITIVE DISPOSITIVE BENEFICIAL OF
NAME POWER POWER (1) OWNERSHIP CLASS
<S> <C> <C> <C> <C>
Officers and Directors:
Horace Auberry (3) 4,650 500 5,150 *
Rolf Kaufman (3) 19,940 2,200 22,140 2.50%
Directors:
Clyde Wm. Engle (2) 530,424 530,424 59.90%
J. Aaron Prevost 1,500 1,500 *
All Officers and Directors
as a Group (12) 557,714 2,700 560,414 63.29%
More Than 5% Owner:
James T. Emerson
221 East Colonial Drive
Orlando, Florida 32801 139,712 139,712 15.78%
* Less than 1%.
</TABLE>
(1) Shares owned jointly with others and shares held by spouse and children
over whom the listed person may have substantial influence by reason of the
relationship are shown as shared voting and dispositive power.
(2) These shares are held of record by Coronet Insurance Company and
subsidiaries. Coronet is an Illinois corporation principally engaged in
insurance underwriting and whose address is 3500 West Peterson Avenue,
Chicago, Illinois. Coronet is a wholly-owned subsidiary of Sunstates
Corporation, which is a wholly-owned subsidiary of RDIS Corporation. Mr.
Engle is Chairman of the Board and President of RDIS and also possesses
beneficial ownership in excess of 50% of the outstanding shares of common
stock of RDIS. Mr. Engle is also Chairman of the Board and Chief Executive
Officer of Sunstates Corporation.
(3) Employees of the Company participate in a September 6, 1990 plan approved
by the Board of Directors under which any employee-stockholder has the
option of redeeming shares beneficially owned as of said date and shares
subsequently issued under stock options outstanding at that date. The
redemption right occurs at the employee's death or other separation from
employment other than for cause and the redemption price is the Company's
net book value per share, as defined in said plan, at the time of
termination ($19.70 at July 1, 1995). The total of shares owned by all
officers subject to this plan is shown in the table above.
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<PAGE>
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of qualified stockholders intended to be presented at the Company's
1996 Annual Stockholders Meeting must be received by the Secretary at the
address stated herein no later than June 28, 1996, in order to be considered for
inclusion in the Company's Proxy Statement and Proxy for that meeting.
By Order of the Board of Directors
DAVID LUTZ
Secretary
Waynesville, North Carolina
October 17, 1995
A copy of the Company's 1995 Form 10-K (Annual Report filed with the Securities
and Exchange Commission) is available at no charge to any stockholder requesting
it. Requests should be made to the Secretary in writing.
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<PAGE>
APPENDIX
FORM OF PROXY
Your Board of Directors recommends a vote FOR the election of the following
Class I Directors:
William M. Cousins, Jr., Clyde Wm. Engle and J. Aaron Prevost
Please mark your vote like this x
________FOR ALL NOMINEES, except as marked below
________WITHHOLD AUTHORITY to vote for all nominees
To withhold authority to vote for any Director nominee(s), print the name(s)
below:
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IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ABOVE AS SET FORTH
IN THE PROXY STATEMENT AND THE HOLDERS HEREOF WILL EXERCISE THEIR DISCRETION AS
TO ALL OTHER ITEMS OF BUSINESS WHICH MAY COME BEFORE THE MEETING.
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Signature of Stockholder(s)
Date_______________________________________, 1995
NOTE: SIGN NAME EXACTLY AS IT APPEARS HEREON AND
DATE. Co-owners must all sign. Attorneys,
executors, administrators, trustees, guardians,
etc. should sign in official capacity and give
title.
FOLD AND DETACH HERE. RETURN THIS PORTION
WELLCO ENTERPRISES, INC.
P. O. Box 188, Waynesville, North Carolina 28786
The annual meeting will be held on November 14, 1995 at 3:00 P.M. in the
cafeteria of the Company's plant at 150 Westwood Circle, Waynesville, North
Carolina.
YOUR VOTE IS VERY IMPORTANT. PLEASE MARK, SIGN, AND DATE THE ABOVE, AND
RETURN IT IN THE ENVELOPE PROVIDED.
<PAGE>
WELLCO ENTERPRISES, INC.
P. O. Box 188, Waynesville, North Carolina 28786
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL STOCKHOLDERS MEETING, TUESDAY, NOVEMBER 14, 1995
The undersigned hereby acknowledges receipt of Notice of Meeting and Proxy
statement each dated October 17, 1995, of the 1995 annual stockholders meeting
of Wellco Enterprises, Inc., and hereby revokes all proxies heretofore given for
said meeting and appoints Joseph Mineo, Lee N. Mortenson and William D. Schubert
(and each of them with full power of substitution, or any one or more of them
acting in the absence of the others) as attorneys and proxies of the undersigned
to represent, vote and act for the undersigned as designated on the back of this
proxy with respect to all shares of the stock of said Company which the
undersigned is entitled to vote at the annual meeting of stockholders of the
Company to be held in the cafeteria of the Company's plant at 150 Westwood
Circle, Waynesville, North Carolina, at 3:00 P.M., EST, on Tuesday, November 14,
1995 or at any adjournment thereof.
(Continued, and to be marked, dated and signed on other side)
FOLD AND DETACH HERE. RETURN THIS PORTION
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