SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DECORATOR INDUSTRIES, INC.
--------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|x| No fee Required
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $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:*
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4) Proposed maximum aggregate value of transaction:
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|_| 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
- -----------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
DECORATOR INDUSTRIES, INC.
10011 Pines Boulevard
Pembroke Pines, FL 33024
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD JUNE 12, 1998
TO THE STOCKHOLDERS OF DECORATOR INDUSTRIES, INC.
Notice is hereby given that the annual meeting of the stockholders of
Decorator Industries, Inc. will be held on the 40th Floor, One Oxford Centre,
Pittsburgh, Pennsylvania, on June 12, 1998 at 9:30 A.M., local time, for the
purpose of:
(a) Electing three directors.
(b) Voting upon a proposal to amend the Articles of Incorporation to
increase the authorized Common Stock from 5,000,000 shares to
10,000,000 shares.
(c) Transacting such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors fixed the close of business on April 15, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting.
A copy of the Company's annual report to stockholders for the fiscal year
ended January 3, 1998 is furnished herewith.
PLEASE SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. YOUR PROMPT
COMPLIANCE WITH THIS REQUEST WILL BE APPRECIATED AND WILL ASSIST IN OBTAINING A
QUORUM. YOUR PROXY MAY BE WITHDRAWN AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING
NOTICE TO THE UNDERSIGNED.
By Order of the Board of Directors
JEROME B. LIEBER
Secretary
May 8, 1998
<PAGE>
PROXY STATEMENT
DECORATOR INDUSTRIES, INC.
10011 Pines Boulevard
Pembroke Pines, FL 33024
May 8, 1998
This statement is furnished in connection with the solicitation of proxies
to be used at the annual meeting of stockholders of Decorator Industries, Inc.
(the "Company"), to be held June 12, 1998 at the place and time and for the
purposes set forth in the foregoing Notice of Annual Meeting, and at any
adjournment thereof. This proxy statement and the enclosed form of proxy and
annual report for 1997 were mailed to stockholders on or about May 8, 1998.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors of the Company. The cost of preparing, assembling and mailing the
notice of annual meeting, proxy statement and form of proxy is to be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
directors, officers or other employees of the Company may solicit proxies
personally or by telephone or telegraph and the Company may request certain
persons holding stock in their names or in the names of their nominees to obtain
proxies from and send proxy material to the principals and will reimburse such
persons for their expenses in so doing.
The accompanying proxy may be revoked by the stockholder at any time prior
to its use by giving notice of such revocation either personally or in writing
to Jerome B. Lieber, Secretary of the Company, 40th Floor, One Oxford Centre,
Pittsburgh, PA 15219. Unless the proxy shall have been properly revoked, the
shares represented by proxies in the enclosed form will be voted. Each such
proxy will be voted as directed, but if no direction is indicated, it will be
voted FOR the election of the Board of Directors' nominees named below, either
by the same number of votes being cast for each nominee or cumulatively, in the
discretion of the named proxies, and FOR the proposed amendment to the Articles
of Incorporation.
Only holders of record of the Company's Common Stock, par value $.20 per
share ("Common Stock"), at the close of business on April 15, 1998 will be
entitled to vote at the meeting. As of April 15, 1998, there were 2,926,166
shares of Common Stock outstanding, the holders of which are entitled to one
vote per share, except for cumulative voting in the election of directors, as
explained below. As of that date, approximately 3,005 shares of Common Stock
were issuable upon surrender of the old $.10 par value shares which had not as
yet been exchanged for Common Stock pursuant to the one-for-two reverse stock
split of July 30, 1982. The $.10 par value shares may not be voted. The $.20 par
value stock to which the holders of the old $.10 par value stock are entitled,
together with the accrued cash dividends thereon, are in the process of being
escheated to the proper states as unclaimed property.
A quorum for the transaction of business at the annual meeting will require
the presence, in person or by proxy, of stockholders entitled to cast at least a
majority of the total number of votes entitled to be cast on a particular matter
to be acted upon at the meeting. Directors will be elected at the meeting by a
plurality of the votes cast, and adoption of the proposed amendment to the
Articles of Incorporation will require the affirmative vote of a majority of the
votes cast thereon. Abstentions and broker non-votes are counted as shares
present for determination of a quorum but are not counted as affirmative or
negative votes and are not counted in determining the number of votes cast on
any matter.
Stockholders are entitled to cumulative voting in the election of
directors, which means that a stockholder is entitled to a number of votes equal
to the number of shares held by such stockholder multiplied by the number of
directors to be elected, and such stockholder may cast all of such votes for one
nominee or distribute them among the three nominees.
ELECTION OF DIRECTORS
The Board of Directors consists of three classes of directors with
staggered terms. A purpose of the meeting is the election of three directors to
serve for a term of three years. The last two columns of the tables below give
information regarding the Common Stock beneficially owned by the nominee or
director as of the close of business on April 15, 1998. The percentages in the
last column were computed by dividing the number of shares beneficially owned by
the total of (i) the estimated number of shares of Common Stock which would have
been outstanding had all $.10 par value shares been exchanged for Common Stock
and (ii) the number of shares of Common Stock, if any, which the named nominee
or director was entitled to acquire within 60 days of April 15, 1998 through the
exercise of stock options.
<PAGE>
Nominees for Election as Directors
Information regarding the nominees for election as directors is set forth
below:
<TABLE>
<CAPTION>
Common
Shares Percent
Director Beneficially of
Name Age Principal Occupation Since Owned Class
---- --- -------------------- -------- ------------ -------
<S> <C> <C> <C> <C> <C>
William A. Bassett 61 Chairman of the Board, 1980 289,709(1) 9.50
President and Chief Executive
Officer of the Company
William H. Allen, Jr. 62 Vice Chairman of the Board, 1995 4,000(2) ----
NationsBank N.A. (South)
Thomas L. Dusthimer 63 Consultant to and Director of 1997 1,000(2) ----
Society National Bank
</TABLE>
(1) Includes 124,997 optioned shares which may be acquired within 60 days
and 5,016 shares held as Trustee of the trust established under the
Company's Stock Plan for Non-Employee Directors (the "Trust").
Mr. Bassett disclaims beneficial ownership of the shares he holds as
Trustee.
(2) Excludes shares held in the Trust for his account.
Mr. Bassett has been President of the Company since 1980, Chief Executive
Officer since February 1993 and Chairman of the Board since January 1994.
Mr. Allen has been Vice Chairman of the Board of NationsBank N.A. (South)
since December 1995 and previously served as Chairman of the Board and Chief
Executive Officer of Intercontinental Bank. Mr. Allen is also a director of
American Bankers Life Insurance Company and Winsloew Furniture, Inc.
Mr. Dusthimer was appointed to the Board of Directors in July 1997. Since
1992 he has served as a consultant to and director of Society National Bank
(Elkhart, Indiana District). From 1973 until his retirement in 1992, Mr.
Dusthimer served in various executive positions, including President, Chief
Executive Officer and Chairman, with Ameritrust Indiana Corporation and
Ameritrust National Bank.
The nomination of the above persons for the office of director originated
with the present Board of Directors. Such persons have advised the Company that
they are willing to serve as directors for the term for which they are standing
for election. If at the time of the meeting any of the nominees should be unable
or unwilling to serve as a director for any reason, it is intended that the
enclosed proxy will be voted for the election of such person, if any, as is
designated by the Board of Directors to replace such nominee, unless the proxy
withholds authority to vote for nominees.
The Board of Directors recommends a vote FOR the foregoing nominees.
Directors Whose Terms Continue After the Meeting
Information regarding the directors whose terms of office continue after
the annual meeting is set forth below:
<TABLE>
<CAPTION>
Common
Present Shares Percent
Director Term Beneficially of
Name Age Principal Occupation Since Expires Owned Class
---- --- -------------------- -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Michael K. Solomon 48 Vice President, Treasurer 1987 1999 76,961(1) 2.60
and Chief Financial Officer
of the Company
Jerome B. Lieber 77 Senior Counsel - 1961 1999 10,965(2)(3) ----
Klett Lieber Rooney & Schorling,
a Professional Corporation,
Attorneys at Law
Joseph N. Ellis 69 Management Consultant 1993 2000 2,000(3) ----
Ellen Downey 45 Management Consultant 1997 2000 1,250(3) ----
</TABLE>
(1) Includes 35,329 optioned shares which may be acquired within 60 days.
(2) Includes 4,033 shares held in a charitable trust as to which Mr. Lieber
disclaims beneficial ownership.
(3) Excludes shares held in the Trust for his or her account.
Mr. Solomon has been Vice President of the Company since November 1994 and
Treasurer and Chief Financial Officer of the Company since 1985.
Mr. Lieber has been Secretary of the Company since 1961. He is a Senior
Counsel to the law firm of Klett Lieber Rooney & Schorling, a Professional
Corporation, Pittsburgh, Pennsylvania, which serves as general counsel to the
Company. Mr. Lieber previously had been a senior partner in that firm.
<PAGE>
Mr. Ellis founded La Salle-Deitch Co., Inc., a distributor of products for
the manufactured housing and recreational vehicle industries, in 1963 and served
as its President, Chief Executive Officer and Chairman from 1971 until his
retirement in 1992.
Ms. Downey was elected to the Board of Directors at the annual meeting in
May 1997. She was employed by Ryder System, Inc. in various financial positions
from 1978 to 1991 and from 1991 to 1993 served as Vice President and Treasurer
of that company.
At April 15, 1998, the officers and directors of the Company as a group had
sole or shared voting or investment power as to 218,808 shares of the Company's
Common Stock, which together with 168,327 optioned shares that could be acquired
within 60 days after April 15, 1998, would constitute 12.5% of the total shares
then outstanding, assuming that all of the old $.10 par value shares had been
exchanged for Common Stock and that the optioned shares were outstanding.
Certain Transactions
In September 1997, the Company bought 21,702 shares of the Company's Common
Stock from the President, William A. Bassett, for $211,595 to aid Mr. Bassett in
the payment of taxes resulting from the exercise of stock options.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid a fee of $10,000
per year for their services as directors. The fee is paid quarterly in shares of
the Company's Common Stock valued at their closing price on the American Stock
Exchange on the third business day following the release of sales and earnings
for the preceding fiscal year. Under the Company's Stock Plan for Non-Employee
Directors, such directors may elect to defer receipt of their shares, until
after they leave the Board, by having them delivered to the trust established
under the Plan.
PRINCIPAL STOCKHOLDERS
See "Election of Directors" above for the stockholding of William A.
Bassett, Chairman of the Board, President and Chief Executive Officer of the
Company.
FMR Corp. of Boston, Massachusetts, has furnished the Company a copy of its
Schedule 13G dated February 14, 1998 in which it reported that as of December
31, 1997 Fidelity Management & Research Company, a wholly-owned subsidiary of
FMR Corp. and a registered investment adviser, had sole investment power with
respect to 302,332 shares (10.31%) of the Company's Common Stock.
First Manhattan Co. of New York, New York has furnished the Company a copy
of its Schedule 13G dated February 9, 1998 in which it reported beneficial
ownership of a total of 189,675 shares (6.47%) of the Company's Common Stock
including sole power to vote and dispose of 6,250 shares, shared power to vote
175,386 shares and shared power to dispose of 183,425 shares. First Manhattan is
a registered broker-dealer and investment adviser.
Heartland Advisors, Inc. of Milwaukee, Wisconsin, a registered investment
adviser, has furnished the Company a copy of its Schedule 13G dated January 23,
1998 in which it reported that it had sole voting and dispositive power with
respect to 250,000 shares (8.53%) of the Company's Common Stock.
EXECUTIVE COMPENSATION
Employment Agreement
The Company has an employment agreement with William A. Bassett which will
expire July 1, 2004 and provides for an annual salary of not less than $214,200.
Annual Compensation and Stock Options
The following table shows the compensation of the named executive officers
of the Company for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
----------------------------------------- ------------
Name and Fiscal Optioned All Other
Principal Position Year Salary($)(1) Bonus ($) Other($)(2) Shares(#) Compensation($)(3)
- ------------------ ------ ------------ --------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
William A. Bassett 1997 249,712 123,000 87,723 ---- 34,745
Chairman of the Board, 1996 236,156 156,000 * 41,666(4) 34,745
President and Chief 1995 224,910 58,234 * ---- 34,745
Executive Officer
Michael K. Solomon 1997 112,370 25,550 * ---- ----
Vice President, Treasurer 1996 107,000 28,940 27,106 16,666(4) ----
and Chief Financial Officer 1995 104,500 14,558 * ---- ----
</TABLE>
<PAGE>
(1) The fiscal year 1997 was a 53-week fiscal period.
(2) Medical/dental reimbursement plan payments, country club
memberships, personal use of Company vehicles, and payments made in
accordance with Company policy for disqualifying sales of Common Stock
acquired upon the exercise of a qualified stock option. For 1997,
payment to Mr. Bassett for such sales was $84,289, which provided a net
benefit to the Company of $26,333. For 1996, payment to Mr. Solomon for
such sales was $18,059, which provided a net benefit to the Company of
$11,919. An asterisk indicates that the total of other annual
compensation for that year was less than 10% of salary and bonus for
that year.
(3) Premiums paid by the Company on life and long-term disability insurance
policies.
(4) As adjusted for the four-for-three stock split in June 1996 and the
five-for-four stock split in June 1997.
The following table sets forth information concerning the exercise of stock
options during 1997 by the named executive officers and the value of their
unexercised, in-the-money stock options at the end of that fiscal year (January
3, 1998). All options outstanding at January 3, 1998, except for those granted
after the fiscal year 1995, were exercisable at any time prior to their
respective expiration dates.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Shares Acquired Value Optioned Shares Options at
Name on Exercise Realized($) at 1/3/98(#) 1/3/98($)(1)
- ---- --------------- ----------- --------------- ------------
<S> <C> <C> <C> <C>
William A. Bassett 24,998(2) 194,380 116,664(3) 843,900
25,000(4) 87,500
Michael K. Solomon 7,500(2) 63,222 39,996(3) 274,311
10,000(4) 35,000
</TABLE>
(1) Assumes a market value of $9.50 per share, which was the last reported
sale price on the American Stock Exchange on January 2, 1998.
(2) As adjusted for the five-for-four stock split in June 1997.
(3) Exercisable.
(4) Unexercisable.
The Company's medical and dental reimbursement plan provides reimbursement
to the corporate and certain divisional officers of the Company and their
dependents (as defined in Section 152 of the Internal Revenue Code) for their
medical and dental expenses. Benefits under the plan are limited to 10% of the
participant's compensation during the plan year. The plan also prohibits any
participant from receiving "double reimbursement", i.e. if a participant
receives reimbursement from another source, he or she must remit to the Company
benefits received under the plan.
The Company's 1984 Incentive Stock Option Plan, which expired February 22,
1994, authorized the granting to key employees of options to purchase up to
643,981 shares (as adjusted for stock splits) of the Company's Common Stock. The
purchase price of optioned shares is the fair market value of the Common Stock
on the date of grant, and the maximum term of the options is ten years; in the
case of options granted to employees who owned more than 10% of the outstanding
Common Stock, however, the purchase price was 110% of the fair market value of
the Common Stock on the date of grant and the term of the options is five years.
The number of optioned shares and the purchase price per share are subject to
adjustment for stock splits, stock dividends, reclassifications and the like.
On April 3, 1995 the Board of Directors adopted, and on June 5, 1995 the
stockholders approved, the Company's 1995 Incentive Stock Option Plan (the "1995
Plan") which has a term of ten years. The 1995 Plan authorizes the issuance of
up to 416,665 shares (as adjusted for stock splits) of Common Stock pursuant to
stock options granted to key employees of the Company. The purchase price of
optioned shares must be the fair market value of the Common Stock on the date of
grant, and the maximum term of the options is ten years; in the case of options
granted to employees who own more than 10% of the outstanding Common Stock,
however, the purchase price must be 110% of the fair market value of the Common
Stock on the date of grant and the term of the option cannot exceed five years.
The number of shares that may be issued under the 1995 Plan, the number of
optioned shares and the purchase price per share are subject to adjustment for
stock splits, stock dividends, reclassifications and the like.
Board of Directors' Report On Executive Compensation
The Board of Directors sets and approves the salaries of the executive
officers of the Company on an annual basis. In determining the salaries, the
Board considers the size of the Company, its performance during the previous
fiscal year, the responsibilities and performance of the executive officer, and
such other factors as the directors may wish to consider. No pre-determined
formula or guidelines are used, and no specific weight is given to any one
factor.
The Board has also granted stock options to executive officers and other
key employees as a means of further motivating them to exert their best efforts
on behalf of the Company.
The salary of Mr. Bassett, Chief Executive Officer of the Company, for the
fiscal year 1997 was determined by the Board of Directors upon consideration of
his and the Company's performance during the previous fiscal year, the
responsibilities of that office, and Mr. Bassett's contributions to the growth
and development of the Company. No specific weight was given to any one of the
factors considered.
William A. Bassett William H. Allen, Jr. Joseph N. Ellis
Michael K. Solomon Jerome B. Lieber
<PAGE>
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
On February 23, 1998 the Board of Directors of the Company adopted a
resolution declaring it advisable to amend Article 5 of the Articles of
Incorporation of the Company by increasing the number of authorized shares of
Common Stock of the par value of $.20 per share from 5,000,000 to 10,000,000 to
provide shares for future stock options, possible acquisitions and other
corporate requirements. The Board directed that the proposed amendment be
submitted to a vote of the stockholders at the annual meeting.
The proposed amendment will result in increasing the number of shares of
Common Stock authorized but not outstanding from 1,522,718 to 6,522,718 giving
consideration to unexercised stock options and shares reserved from 1998
payments under the stock plan for non-employee directors. The additional shares
will be available for issuance at the discretion of the Board of Directors from
time to time for any proper corporate purpose, generally without further action
of the stockholders. There are no present agreements, understandings or plans
with respect to the issuance of additional shares.
There are no preemptive rights with respect to the additional shares of
Common Stock to be authorized.
Adoption of the proposed amendment will require the affirmative vote of a
majority of the votes cast thereon by the stockholders.
The Board of Directors recommends that stockholders vote FOR
the proposed amendment.
PERFORMANCE GRAPH
Set forth below are a graph and table which compare the value for the five
calendar years ended December 31, 1997 of $100 invested at the close of trading
on December 31, 1992, in each of the three investment alternatives: (a) the
Company's Common Stock, (b) the 'Russell 2000' Index, and (c) the 'S & P 500'
Index. The graph has been prepared assuming the reinvestment of all cash
dividends paid during the period. The Company is not able to identify a peer
group for comparison purposes.
IN THE PRINTED VERSION THERE APPEARS A LINE GRAPH WITH THE FOLLOWING POINTS
DEPICTED:
12/92 12/93 12/94 12/95 12/96 12/97
----- ----- ----- ----- ----- -----
Decorator 100 116 102 115 225 236
S&P 500 100 110 112 153 189 252
Russell 2000 100 119 117 150 175 215
<PAGE>
DISCRETIONARY AUTHORITY
At the time of mailing copies of this proxy statement to stockholders, the
election of directors and the proposal to amend the Articles of Incorporation
are the only matters known by Management that will be presented for action at
the annual meeting of stockholders. Should any other matters come before the
meeting, action may be taken thereon pursuant to proxies in the form enclosed,
which confer discretionary authority upon the persons named therein or their
substitutes with respect to any such business which may properly come before the
meeting.
CONCERNING THE AUDITORS
Louis Plung & Company are the independent public accountants of the
Company. Representatives of such firm are expected to be in attendance at the
annual meeting and will have the opportunity to make a statement if they desire
to do so, and they are expected to be available to respond to appropriate
questions.
OTHER INFORMATION
The Board of Directors has no nominating, compensation or similar committee
other than the Stock Option Committee. The Board's Audit Committee is composed
of Joseph N. Ellis, Ellen Downey and Thomas L. Dusthimer. The Audit Committee
reviews the overall plan of the annual independent audit, the financial
statements, the scope of audit procedures, the performance of the Company's
independent accountants and internal auditors, and the auditors' evaluation of
internal controls.
During the fiscal year 1997, the Board of Directors held six meetings, the
Audit Committee held two meetings, and the Stock Option Committee held one
meeting.
Shareholder proposals intended to be presented at the 1999 annual meeting
must be received by the Company prior to January 11, 1999 to be considered for
inclusion in the Company's proxy statement and form of proxy for that meeting.
By Order of the Board of Directors
JEROME B. LIEBER
Secretary
<PAGE>
DECORATOR INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 12, 1998
The undersigned hereby appoints Jerome B. Lieber, Michael K. Solomon and
Joseph N. Ellis, and each of them (with full power to act without the others and
with full power of substitution), the attorney and proxy of the undersigned to
attend the Annual Meeting of the Stockholders of Decorator Industries, Inc., to
be held on the 40th Floor, One Oxford Centre, Pittsburgh, Pennsylvania 15219, at
9:30 A.M., E.D.S.T., on June 12, 1998, and any adjournment thereof, and to vote
the number of shares of Common Stock of the Company which the undersigned is
entitled to vote with all the power the undersigned would possess if personally
present.
The proxies are directed to vote as set forth herein. If no direction is
indicated, the shares represented by this proxy will be voted FOR the election
of the nominees named herein, either by the same number of votes being cast for
each nominee or cumulatively, in the discretion of the named proxies, and FOR
the proposed amendment to the Articles of Incorporation. If any of the named
nominees is unavailable for election, such shares may be voted for such
substitute nominee as may be designated by the Board of Directors.
The Solicitation of This Proxy is Made On Behalf of the Board of Directors.
Please sign and Date This Proxy on the Reverse Side and Return it in the
Enclosed Envelope.
(continued on reverse side)
- --------------------------------------------------------------------------------
^FOLD AND DETACH HERE^
<PAGE>
Please mark
your votes as
indicated in [X]
this example
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C> <C>
For Withhold The Board recommends a vote 2. AMENDMENT TO ARTICLES OF INCORPORATION
All nominees Authority FOR the nominees listed below. INCREASING THE NUMBER OF AUTHORIZED
named herein to vote COMMON SHARES FROM 5 MILLION TO 10 MILLION
for all Nominees: William A. Bassett, William H. Allen
nominees and Thomas L. Dusthimer
[ ] [ ] The Board recommends a vote FOR the amendment.
Instruction: To withhold authority to vote for any For Against Abstain
Individual nominee, strike through that [ ] [ ] [ ]
nominee's name above.
3. In their discretion, upon such other matters as The undersigned hereby acknowledges receipt of
may properly come before the meeting. the Annual Report for the fiscal year ended
January 3, 1998 and the notice of Annual
Meeting and Proxy Statement for the 1998
Annual Meeting of Stockholders.
Please sign exactly as name appears hereon.
If signing in a fiduciary or representative
capacity, please give full title as such. If
shares are registered in more than one name,
all holders must sign. If signature is for a
corporation please sign full corporate name by
authorized officer.
Dated:_________________________________, 1998
_____________________________________________
Signature(s) of Stockholder(s)
</TABLE>
- --------------------------------------------------------------------------------
^FOLD AND DETACH HERE^
(LOGO)
DECORATOR INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 1998
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
DATE AND SIGN THE ABOVE PROXY CARD AND RETURN
IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
