(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant (x)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Prelimary 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-1i(c) or Rule 14a-i2
WILLIAMS INDUSTRIES, INCORPORATED
---------------------------------
(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 appropriate box):
[x] No fee required.
[ ] 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>
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
NOTICE OF ANNUAL MEETING TO SHAREHOLDERS
To Be Held November 13, 1999
To the Shareholders of
Williams Industries, Incorporated:
The Annual Meeting of the Shareholders of Williams
Industries, Incorporated will be held at the Ernst Community
Center of Northern Virginia Community College, 8333 Little River
Turnpike, Fairfax, Virginia, (Route 236 at the intersection of
Wakefield Chapel Road, just west of the Intersection of
Interstate
495 and Route 236) at 10:00 A.M. on November 13, 1999 for the
following purposes:
(1) To elect six directors to serve until the next Annual
Meeting
or until their successors are elected and qualified.
(2) To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
Only shareholders of record at the close of business on
September
24, 1999 are entitled to notice of the Annual Meeting and to
vote
at the Annual Meeting. A list of such shareholders of record
will
be available at the Company's executive offices for inspection
by
shareholders for a period of at least ten days prior to the
Annual
Meeting. You are urged to execute the enclosed proxy and return
it
in the accompanying envelope at your earliest convenience. Such
action will not affect your right to vote in person should you
find it possible to attend the meeting.
By Order of the Board of Directors
<PAGE>
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
ANNUAL MEETING OF SHAREHOLDERS
To be Held November 13, 1999
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of
Shareholders of Williams Industries, Incorporated (the
"Company"),
to be held at the Ernst Community Center of Northern Virginia
Community College, 8333 Little River Turnpike, Fairfax,
Virginia,
(Route 236 at the intersection of Wakefield Chapel Road, just
west
of the intersection of Interstate 495 and Route 236) at 10:00
A.M.
on Saturday, November 13, 1999, and at all adjournments thereof.
It is anticipated that this proxy material will be mailed to
shareholders on or about October 12, 1999.
The solicitation of the proxy accompanying this statement
is
being made by the management of the Company, and the cost of
solicitation will be borne by the Company. The solicitation may
be
made by mail, telephone or oral communication with the
shareholders. The Annual Report to Shareholders for the Fiscal
Year ended July 31, 1999 accompanies this proxy statement.
Additional copies of the Annual Report may be obtained by
writing
to the Secretary of the Company. The financial statements
included
in the Annual Report to Shareholders were audited by Deloitte &
Touche LLP, the Company's current independent certified public
accountants. It is anticipated that representatives of Deloitte
&
Touche LLP will be present at the Annual Meeting and will be
given
the opportunity to make a statement and respond to questions if
they so desire.
A proxy for use at the Annual Meeting is enclosed. Any
shareholder who executes and delivers such proxy has the right
to
revoke it at any time before it is exercised, by filing with the
Secretary of the Company either an instrument revoking it or a
duly executed proxy bearing a later date. In addition, the
powers
of the proxy holder will be suspended if the person executing
the
proxy is present at the meeting and elects to vote in person.
The only outstanding voting security of the Company is its
Common Stock, $.10 par value, of which there were issued and
outstanding 3,587,877 shares on September 24, 1999, which is the
record date for the purpose of determining the shareholders
entitled to notice of and to vote at the Annual Meeting. With
the possible exception of the election of directors, each holder
of Common Stock will be entitled to one vote, in person or by
proxy, for each share of Common Stock outstanding in the
shareholder's name on the books of the Company as of the record
date. While the Company's Articles of Incorporation provide for
cumulative voting in an election of directors, the Virginia Code
provides that shares otherwise entitled to vote cumulatively not
be voted cumulatively at a particular meeting unless the meeting
notice or proxy statement states conspicuously that cumulative
voting is authorized; or unless a shareholder gives notice to
the
secretary of the corporation not less than 48 hours before the
time set for the meeting of his intent to cumulate his votes
during the meeting. Cumulative voting means that the
shareholders are entitled to multiply the number of votes they
are
entitled to cast by the number of directors for whom they are
entitled to vote and cast the product for a single candidate or
distribute the product among two or more candidates. If one
shareholder gives his notice, all other shareholders are
entitled
to cumulate their vote. The Company does not intend that there
be
cumulative voting at the meeting, but in the event cumulative
voting should be instituted by a shareholder, the Company's
proxy
holders will use their discretion in voting any unmarked
proxies.
All marked proxies will be voted for nominees as directed in the
proxy, but marked proxies may not authorize voting more than one
vote per nominee.
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
The Board of Directors has fixed the number of directors to
be elected at the Annual Meeting at six, each to hold office
until
the next Annual Meeting or until the director's successor shall
be
elected and qualified. The Company has no standing nominating
committee; management's nominees are chosen by the Board of
Directors.
The Company's transfer agent will be appointed to tabulate
shares present in person or by proxy and to tabulate votes.
Abstentions will be counted as present at the meeting and will
be
recorded as abstentions. They will not be recorded as votes
either
for or against the nominees. So long as a quorum (a majority of
the outstanding shares) is present, directors will be elected by
plurality vote; i.e., the six nominees receiving the most votes
will be elected. Thus, neither a vote against nor an abstention
will have any effect on the outcome of the election of
directors;
only votes for a nominee will have any such effect. Generally,
shares held of record by a broker or other nominee for the
benefit
of a beneficial owner may only be voted by that broker or
nominee,
and if the broker or nominee does not vote the shares, the
shares
will not be tabulated as present or voting at the meeting.
However, as provided by Virginia law, the Company may, but is
not
required to, accept the vote of a beneficial owner upon
presentation of evidence acceptable to the Company that the
voter
is indeed the beneficial owner of the shares. The following
table
sets forth information concerning the nominees:
Nominees
Name Age Position with the Company
Elected
Frank E. Williams, III(1) 40 President, Chairman of the
1991
(2) (4) Board, Chief Financial Officer
Frank E. Williams, Jr.(l)(2)
(3) 65 None
1970
William C. Howlett (2)(3)(4) 72 None
1986
R. Bentley Offutt (3)(4) 61 None
1994
Stephen N Ashman (3) 51 None
1998
William J. Sim (3) 55 None
1998
(1) Frank E. Williams, Jr. may be considered a "control
person" of the Company, as the term control is defined by the
rules of the Securities and Exchange Commission. Mr. Williams,
III is the son of Mr. Williams, Jr.
(2) Member of standing Executive Committee. This committee,
which acts on behalf of the Board in emergency situations where
Board action is necessary but not obtainable on short notice and
if such action is authorized by applicable law, met three times
during the year and also met as a "committee of the whole" with
other board members present either in person or by conference
call
once during the year.
(3) Member of Standing Audit Committee. Mr. Williams, III
is
an ex-officio member. This committee, which met four times
during
the past fiscal year, consults with and recommends the Company's
independent auditors and provides recommendations to the Board
concerning the Company's accounting procedures.
(4) Member of Standing Compensation Committee. This
committee, which met three times during the last fiscal year,
sets
the compensation for the President and establishes guidelines,
to
be implemented within the President's discretion, for the
compensation for other officers.
The Nominees have had the following principal occupations
or
employment for at least the past five years:
Mr. Williams, III has held the position of Chairman of the Board
and President since November 1994. On September 8, 1994, he was
elected Chief Financial Officer. He was elected as a vice
president of the Corporation in 1991. For more than five years
prior thereto he was an officer of various Company subsidiaries
and remains an officer and/or director of several subsidiaries.
Mr. Williams, Jr., until November 1994, was the Chairman of the
Board and President of Williams Industries, Inc. He now is the
founder and president of the Williams and Beasley Company, an
organization that is not otherwise affiliated with Williams
Industries, Inc.; the Chairman of the Board of Williams
Enterprises of Georgia, Inc.; and the owner of Structural
Concrete
Products, LLC.
Mr. Howlett is employed by Sugar Oak Corporation, a real estate
management and investment company in the Greater Metropolitan
Washington area and the Midwest. He previously was a director
of
several of the Company's subsidiaries. Prior to that time, he
was the president of a local area metals fabrication firm for 30
years.
Mr. Offutt is the founder and president of Offutt Securities,
Inc., a Baltimore investment research firm specializing in high
growth companies with market capitalizations in a range of $60
million to $1 billion. Mr. Offutt has worked in institutional
research for more than 25 years.
Mr. Ashman is a principal with SAS advisors, an area consulting
firm. Prior to its sale in November 1998, he was the
president,
CEO and a director of Capital Bank, N.A., a position he held
since
1991. Mr. Ashman is active in a number of community
organizations
and is a board member of five community groups.
Mr. Sim is the Group Vice President for Generation of Potomac
Electric Power Company (PEPCO) of Washington, D. C., a position
he
has held since 1997. Prior to that time, he held other upper
management positions with PEPCO from 1977, with the period from
1988 to 1991 being spent as the President and COO of American
Energy and American Recovery Corporation, a division of Potomac
Capital Investment Corporation, a non-regulated subsidiary of
PEPCO. Mr. Sim is also active in a number of business and civic
organizations, as well as being a registered professional
engineer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS
VOTE "FOR" THE ELECTION OF DIRECTORS OF THE NOMINEES NAMED ABOVE
Further Information Concerning the Board of Directors
During the past fiscal year, the Board of Directors held
five
regular meetings and two special meetings by conference call.
The
majority of the directors attended all of the board meetings
during the fiscal year and at least four directors were present
at
each meeting or conference call. Numerous subcommittee
meetings,
involving individual directors in different capacities, were
also
held.
Executive Officers
The executive officers of the Company serve at the
discretion
of the Board and presently include: Frank E. Williams, III,
Chairman of the Board, Chief Executive Officer, and Chief
Financial Officer.
Compliance with Section 16 of the Securities Exchange Act of
1934,
as amended
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers
and holders of 10% or more of the Company's Common Stock to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of equity
securities
of the Company. The Company believes that all reports required
pursuant to Section 16(a) with respect to the 1999 fiscal year
were timely filed.
Corporate Governance and Other Matters
The Board of Directors selects the nominees for directors.
The Company's bylaws also permit shareholders eligible to vote
at
the Annual Meeting to make nominations for directors through
written notice no later than 60 days prior to the date of the
anniversary of the immediately preceding annual meeting to the
Secretary of the Company. The bylaws also permit shareholders
to
propose other business to be brought before an annual meeting,
provided that such proposals are made pursuant to the same
timely
notice in writing to the Secretary of the Company. No such
nominations or proposals have been received in connection with
the
Annual Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information regarding
ownership, as of October 6, 1999 of the Common Stock of the
Company by: (1) each person known by the Company to own
beneficially more than 5 percent of the Common Stock; (2) each
director; (3) each nominee for director; and (4) all officers
and
directors as a group. Except as noted, the persons listed
possess
all ownership rights attached to the shares opposite their name,
including the right to vote and dispose of the shares.
Directors:
Beneficial Owner Number of Shares Percentage of
Class
Frank E. Williams, Jr. 1,293,370 (l)(5) 36.0 %
Frank E. Williams, III 90,153 (2)(5) 2.5
William C. Howlett 77,053 (3)(5) 2.1
R. Bentley Offutt 54,500 (4)(5) 1.5
Stephen N. Ashman 15,000 (5) 0.4
William J. Sim 12,000 (5) 0.3
Officers and Directors as --------- -----
a group(6 persons) 1,542,076 42.8%
(1) Includes 158,705 shares owned by his wife, as to which Mr.
Williams, Jr. disclaims beneficial ownership. Also includes
744,215 shares owned by the Williams Family Limited Partnership,
of which Mr. Williams, Jr. is general partner. Includes 20,900
shares owned by Mr. Williams, Jr.'s parents for which Mr.
Williams, Jr. either has power of attorney or dispositive
power.
The business address of Mr. Williams, Jr. is 2789-B Hartland
Road,
Falls Church, Virginia. There are also 3,000 shares for which
Mr.
Williams, Jr. is trustee for a minor grandchild. This item also
includes 1,000 shares held by the Williams Family Foundation, a
charitable organization exempt under Section 501(c) (3) of the
Internal Revenue code of 1986. The Foundation's purpose is to
use
and apply its income and principal assets exclusively for
charitable, scientific, literary, and educational purposes. Mr.
Williams, Jr. is a trustee of the Foundation and votes the
stock.
(2) This total does not include the 744,215 shares listed in
Item
1 for the Williams Family Limited Partnership and shown under
Mr.
Williams, Jr. Mr. Williams, III, is a voting member of the
partnership and an indirect beneficiary of these shares. These
shares were not shown under his ownership only to avoid
duplication in the totals. Includes 344 shares owned by his
wife
and 3,000 shares held in trust for his minor child. Mr.
Williams,
III, disclaims beneficial ownership of his wife and son's
shares.
Mr. Williams, III, is also a trustee of the Williams Family
Foundation.
(3) Includes 41,433 shares owned by corporations of which Mr.
Howlett may be deemed to be a "control person."
(4) Includes 49,000 shares owned by his wife or daughter, as to
which Mr. Offutt disclaims beneficial ownership.
(5) Includes options granted to directors: 10,000 for Mr.
Williams, III; 5,500 for Mr. Howlett, Mr. Offutt and Mr.
Williams,
Jr; 5,000 for Mr. Ashman and Mr. Sim.
Other Beneficial Owners:
Name and Address Amount and Nature of Percent of Class
Beneficial Ownership (1)
Bank of America, N.A. 620,766 17.2%
Special Assets Group
8300 Greensboro Drive, Suite 800
McLean, Virginia 22102
(1) As of the Company's record date, September 24, 1999, Bank
of
America owned these shares, which they subsequently sold to
Kravata of Virginia, a Roanoke based corporation. Mr. Frank E.
Williams, Jr. and Mr. Frank E. Williams, III, as indicated
above,
have indirect beneficial ownership in these shares through the
Williams Family Limited Partnership, which financed the Kravata
purchase. To the best of the Company's knowledge, Bank of
America
possesses the right to vote the shares at the November 13, 1999
annual meeting and all ownership rights then transfer to Kravata.
Based on research of records of the Securities and Exchange
Commission and on information from Vickers Stock Research
Corporation, the Company believes that there are no additional
holders with more than a five percent position in the company's
stock at this time.
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
General
The following table sets forth the total annual
compensation
paid or accrued by the Company to or for the account of Mr.
Frank
E. Williams, III, the Company's Chief Executive Officer. Mr.
Williams, III, has no employment contracts, termination of
employment or change-in-control arrangements, or pension plans
with the Company. Mr. Williams, III, as do other eligible
employees, participates in the Company's 401(k) plan, which
provides for Company contributions.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Year Annual Compensation
Principal Position ----------------------------------
Salary Other Bonus
Frank E.
Williams, III 1999 $125,048 $6,175 (1) $56,800(2)
Chief Executive 1998 122,308 2,429 (1) 86,366(3)
Officer 1997 120,000 8,249 (1) 41,250(4)
(1) Includes car allowance, directors' meeting fees and
business club membership.
(2) Although this cash bonus was approved by the board at
its
April 1999 meeting, the funds have not yet been paid.
(3) Mr. Williams, III, was granted 15,703 shares of
unregistered
Williams Industries' stock.
(4) Mr. Williams, III, was granted 11,000 shares of
unregistered
Williams Industries' stock.
Directors' Fees
Executive officers who are also directors are paid $150 for
each directors meeting attended. The 'outside' directors are
paid
$500 per month for serving as directors, plus $150 for each
meeting attended. Attendance via telephone is not compensated.
All directors are reimbursed traveling expenses incurred in
connection with the meetings, with five such meetings normally
being held each year. Frank E. Williams, III also served as a
director of certain affiliated firms for which he was paid small
stipends, included in annual compensation table, for each
meeting
attended.
Compensation Committee Report
Pursuant to rules adopted by the Securities and Exchange
Commission designed to enhance disclosure of public companies'
policies toward executive compensation, set forth below is a
report submitted by the Company's Compensation Committee (the
Committee) addressing the Company's compensation policies with
respect to executive officers.
The Compensation Committee consists of R. Bentley Offutt,
Chairman, William C. Howlett, and Frank E. Williams, III. The
Compensation Committee is responsible for establishing and
administering the policies which govern annual compensation,
bonuses, stock options and all other forms of compensation for
corporate executive officers. In November of each year, salaries
are discussed in committee, changes are recommended to the
Board,
and voted on by the Board for the forthcoming calendar year.
The
Committee works in conjunction with the Company's Stock Option
Committee in administering the Incentive Stock Option Program
adopted by the Company's shareholders at the November 1996
annual
meeting to provide an incentive for maximum effort in the
successful operation of the Company and to encourage ownership
of
the Company's common shares by corporate executive officers.
The Committee structures executive compensation in a manner
designed to provide competitive levels of compensation and to
assist the company in attracting and retaining qualified
executives. Compensation is a direct result of the Company's
performance and therefore can be said to be performance driven.
The Committee is generally familiar with executive compensation
paid in the Washington, D.C. metropolitan area, but has not made
a
detailed comparison of the Company's executive compensation as
compared to other companies in the area or the industry. The
Committee recommends executive compensation to the full Board of
Directors, which considers substantially the same factors as the
Committee in determining whether to approve its recommendations.
Respectfully submitted,
R. Bentley Offutt
William C. Howlett
Frank E. Williams, III
Compensation Committee Interlocks and Insider Participation
Mr. Williams, III is a director and the Chief Executive
Officer of the Company. Mr. H. Arthur Williams, the president
of
a Company subsidiary, is the brother of Mr. Williams, III, and
the
son of Mr. Frank E. Williams, Jr., a Company director. The
Williams family is considered to be a "control group" of the
Company, as the term control is defined by the Securities and
Exchange Commission.
Certain Transactions
Mr. Williams, Jr., a Company director and major
shareholder,
is also a 50% owner of the Williams and Beasley Company, which
does business with Williams Industries' subsidiaries. Net
billings from this entity during the Fiscal Year ended July 31,
1999 were approximately $329,000. Mr. Williams, Jr. also owns
or
controls approximately 98% of Williams Enterprises of Georgia,
which does business with Company subsidiaries. Billings to
this
entity and its affiliates were approximately $953,000 for the
Fiscal Year ended July 31, 1999. Mr. Williams, Jr. is also a
former director of Concrete Structures, Inc. (CSI), a former
subsidiary of the Company. CSI is operating under the
supervision
of the U.S. Bankruptcy Court for the Eastern District of
Virginia,
Richmond Division. During the Year Ended July 31, 1998, the
Company performed approximately $500,000 of erection
sub-contracts
for CSI, of which approximately $300,000 has not been paid. In
addition, CSI is indebted to the Company for $240,000 on a note,
secured by the CSI assets, which was given in connection with
the
sale of CSI to two former officers and directors of the Company
in
1994. Due to CSI's severe financial difficulties, Mr. Williams,
Jr., through his privately-owned company, Structural Concrete
Products, LLC, leased the facilities of CSI on July 20, 1998,
and
on July 22, 1998, CSI filed for protection under Chapter 11 of
the
Bankruptcy Code. The bankruptcy court approved that lease with
certain modifications. The modified lease is designed to allow
the facility to remain operating while creditors, including Mr.
Williams, Jr. and the Company, attempt to decide the best course
to take to maximize return on their claims. CSI has filed a
plan
which provides for the sale of its assets to SCP. The plan is
pending confirmation by the court on October 27, 1999. The
plan,
if approved, provides for the assumption and satisfaction of all
secured claims by SCP and for a cash payment to unsecured
creditors of $150,000 over two years. The Company expects that
its secured note in the amount of $240,000 will be paid in full
over the five-year term of the plan and that it will receive
approximately 10% of its unsecured claims of $300,000. The
Company intends to vote for confirmation of the plan because it
is
expected to yield more than a liquidation would yield, based on
an
appraisal commissioned by the official unsecured creditors'
committee, and that no other offers have been received by CSI.
Mr. Howlett, a director, is receiving payments on a
$47,065.63 note for consulting work he performed for Company
subsidiaries in prior years. The note balance at July 31, 1999
was approximately $2,500.
INDEPENDENT AUDITORS
Deloitte and Touche, LLP, served as the Company's
independent
certified public accountants during Fiscal Year 1999 and
performed
the audit for that year. In order to assure that the Company's
audit fees are competitive and consistent with necessary
services,
the Company's audit committee reviews proposals from independent
certified public accounting firms, including Deloitte and
Touche,
LLP, seeking to serve as the Company's independent auditors for
the current fiscal year. Representatives of Deloitte and
Touche,
LLP, are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they so desire, and will
be
available to respond to appropriate questions from stockholders.
OTHER MATTERS
No business other than that set forth above is expected to
come before the Annual Meeting or any adjournment thereof.
Should
other business properly come before the meeting or any
adjournment
thereof, the proxy holders will vote upon the same according to
their discretion and best judgment.
COMMON STOCK PERFORMANCE
The following chart compares the value of $100 invested on
August 1, 1994 in the Company's common stock, the Amex market
index and a peer group Index consisting of the common stocks
issued by four companies selected by management. The Amex
market
index represents a broad market group which management believes
more nearly represents the Company's market capitalization than
the NASDAQ Composite Index in which the Company participates.
The Peer Group was chosen as the nearest practicable
representative peer group of companies which meet Securities and
Exchange Commission requirements. However, management believes
that the Company's mix of products and services over the period
represented was unique in the heavy construction industry, with
no
other publicly traded company being truly comparable.
CHART IS NOT ABLE TO BE SHOWN
<TABLE>
<CAPTION>
Year ended July 31:
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------
- ------
<S> <C> <C> <C> <C> <C> <C>
Williams Industries 100.00 123.46 493.83 701.23 540.74
462.96
AMEX Market Index 100.00 112.19 109.50 149.32 194.36
236.88
Peer Group 100.00 121.28 124.13 147.53 161.02
165.58
</TABLE>
The broad market index chosen was: The peer group was
made
American Stock Exchange (AMEX) up of the following
companies:
MYR Group Inc
The peer group chosen was: Perini Corp
Customer selected stock list Schuff Steel Co
Turner Corp
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
Phone (800) 446-7922
Fax (804) 649-6826
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a
proposal to be considered at the next Annual Meeting of
Shareholders and who wishes to have the proposal presented in
the
Company's Proxy Statement for such meeting must deliver such
proposal in writing to the Company's principal executive offices
not later than June 15, 2000. If the shareholder does not want
the proposal presented in the Company's proxy, the Company's
bylaws provide that a proposal for consideration at the annual
meeting must be submitted to the Company by written notice at
least sixty days prior to the anniversary date of the preceding
meeting or not later than September 15, 2000.
MISCELLANEOUS
The management of the Company knows of no matters to be
presented at the meeting other than the election of directors.
However, if other matters come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote
the proxy in accordance with their judgments on such matters,
and
discretionary authority to do so is included in the proxy.
AT THE WRITTEN REQUEST OF ANY RECORD HOLDER OF THE COMMON
STOCK ON THE RECORD DATE, SEPTEMBER 24, 1999, OR OF ANY
BENEFICIAL
HOLDER OF SUCH SHARES ON SUCH DATE WHO MAKES A GOOD FAITH
REPRESENTATION THAT SUCH SHAREHOLDER WAS SUCH A BENEFICIAL
HOLDER,
THE COMPANY WILL SUPPLY TO SUCH A SHAREHOLDER A COPY OF THE
COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED JULY 31, 1999. PLEASE
ADDRESS
ALL REQUESTS TO WILLIAMS INDUSTRIES, INCORPORATED, 2849 MEADOW
VIEW ROAD, FALLS CHURCH, VIRGINIA 22042.
