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):
|_| $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.
|X| No fee required.
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
|_| 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 20, 2000
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 at Suite 201, 10011 Pines Boulevard,
Pembroke Pines, Florida, on June 20, 2000 at 9:30 A.M., local time, for the
purpose of:
(a) Electing three directors.
(b) 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 May 5, 2000 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 1, 2000 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 15, 2000
<PAGE>
PROXY STATEMENT
DECORATOR INDUSTRIES, INC.
10011 Pines Boulevard
Pembroke Pines, FL 33024
May 15, 2000
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 20, 2000 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 1999 were mailed to stockholders on or about May 15, 2000.
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.
Only holders of record of the Company's Common Stock, par value $.20 per
share ("Common Stock"), at the close of business on May 5, 2000 will be entitled
to vote at the meeting. As of April 17, 2000, there were 3,180,244 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.
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 at the meeting.
Directors will be elected at the meeting by a plurality of the votes cast.
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 the 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 17, 2000. The percentages in the
last column were computed by dividing the number of shares beneficially owned by
the total of the number of shares of Common Stock outstanding and the number of
shares of Common Stock, if any, which the named nominee or director was entitled
to acquire within 60 days of April 17, 2000 through the exercise of stock
options.
1
<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>
Joseph N. Ellis 71 Management Consultant 1993 2,500(1) ----
Ellen Downey 47 Management Consultant 1997 1,562(1) ----
Michael S. Baxley 43 Executive Vice President 1999 4,000(2) ----
</TABLE>
----------
(1) Excludes shares held for his/her account in the Trust established under
the Company's Stock Plan for Non-Employee Directors ("The Trust").
(2) Includes 3,000 optioned shares which may be acquired within 60 days.
Joseph N. Ellis founded La Salle-Deitch Co., Inc., a distributor of
products for the manufactured housing and recreational vehicle industry, in 1963
and served as its President, Chief Executive Officer and Chairman from 1971
until his retirement in 1992.
Ellen Downey 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.
Michael S. Baxley has been Executive Vice President of the Company since
January 1999 and was appointed a director on August 2, 1999. He was employed as
Executive Vice President for the Apparel Group of Scovill Fasteners, Inc., a
manufacturer of apparel and industrial fasteners, from February 1997 to July
1998. Previously he was in various management positions with ACD Tridon, a
subsidiary of Devtek (Automotive products), Johnston & Murphy, a division of
Genesco (Footwear), Fruit of the Loom (Apparel), Proctor & Gamble (Consumer
Products), and the U.S. Navy.
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>
Present Common Shares Percent
Director Term Beneficially of
Name Age Principal Occupation Since Expires Owned Class
---- --- -------------------- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
William A. Bassett 63 Chairman of the Board, 1980 2001 365,021(1) 11.04%
President and Chief Executive
Officer of the Company
William A. Bassett as
Trustee for the Trust 20,051(2) ----
Thomas L. Dusthimer 65 Consultant to and Director of 1997 2001 1,250(3) ----
Key Bank Elkhart
Michael K. Solomon 50 Vice President, Treasurer 1987 2002 103,933(4) 3.23%
and Chief Financial Officer
of the Company
Jerome B. Lieber 79 Senior Counsel - 1961 2002 13,705(3)(5) ----
Klett Rooney Lieber & Schorling,
a Professional Corporation,
Attorneys at Law
</TABLE>
- ----------
(1) Includes 124,579 optioned shares which may be acquired within 60 days.
(2) Mr. Bassett disclaims beneficial ownership of these shares.
(3) Excludes shares held in the Trust for his or her account.
(4) Includes 35,204 optioned shares which may be acquired within 60 days.
(5) Includes 5,040 shares held in a charitable trust as to which Mr. Lieber
disclaims beneficial ownership.
William A. Bassett has been President of the Company since 1980, Chief
Executive Officer since February 1993 and Chairman of the Board since January
1994.
Thomas L. Dusthimer has served as a consultant to and director of Key Bank
(Elkhart, Indiana District) since 1992. 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.
Michael K. Solomon has been Vice President of the Company since November
1994 and Treasurer and Chief Financial Officer of the Company since 1985.
Jerome B. Lieber has been Secretary of the Company since 1961. He is a
Senior Counsel to the law firm of Klett Rooney Lieber & 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.
2
<PAGE>
At April 17, 2000, the officers and directors of the Company as a group had
sole or shared voting or investment power as to 345,741 shares of the Company's
Common Stock, which together with 167,283 optioned shares that could be acquired
within 60 days after April 17, 2000, would constitute 15.33% of the total shares
then outstanding.
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. An additional fee of $1,000 per meeting day in excess of four
days per year ($500 per telephone meeting) will be paid. Members of the audit
committee are paid ($1,000 per meeting for chairman and $500 per meeting for
other members) for attending audit committee meetings.
PRINCIPAL STOCKHOLDERS
See "Directors Whose Terms Continues After the Meeting" 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, 2000 in which it reported that as of December
31, 1999 Fidelity Management & Research Company, a wholly-owned subsidiary of
FMR Corp. and a registered investment adviser, had sole investment power with
respect to 200,015 shares (6.29%) 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, 2000 in which it reported beneficial
ownership of a total of 261,868 shares (8.23%) of the Company's Common Stock
including sole power to vote and dispose of 17,112 shares, shared power to vote
236,401 shares and shared power to dispose of 244,756 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 12,
2000 in which it reported that it had sole dispositive power with respect to
349,600 shares (10.99%) of the Company's Common Stock.
EXECUTIVE COMPENSATION
Employment Agreements
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.
The Company has an employment agreement with Michael S. Baxley which
provides for a weekly salary of not less than $3,175 and upon Mr. Baxley's
termination, a continuation of salary and benefits for 12 months.
Annual Compensation and Stock Options
The following table shows the compensation of the named executive officers
of the Company for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------------- --------------
Name and Fiscal Optioned All Other
Principal Position Year Salary($)(1) Bonus ($) Other($)(2) Shares(#) Compensation($)(3)
- ------------------ ---- ------------ --------- ----------- --------- ------------------
<S> <C> <C> <C> <C> <C> <C>
William A. Bassett 1999 285,000 87,074 * 12,500 36,745
Chairman of the Board, 1998 262,000 127,000 89,977 31,250 36,745
President and Chief 1997 249,712 123,000 87,723 ---- 34,745
Executive Officer
Michael S. Baxley 1999 161,925 39,183 * 20,000 ----
Michael K. Solomon 1999 118,820 20,000 * 5,000 1,553
Vice President, Treasurer 1998 114,650 24,000 * 12,500 447
and Chief Financial Officer 1997 112,370 25,550 * ---- ----
</TABLE>
- ----------
(1) The fiscal year 1997 was a 53-week fiscal period.
(2) Medical/dental reimbursement plan payments, country club memberships,
relocation bonus, 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 1998 and 1997,
payments to Mr. Bassett for such sales were $86,106 and $84,289,
respectively. These payments provided net benefits to the company of
$16,359 for 1998 and $16,383 for 1997. 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 and Company contributions to the 401(k) Retirement Savings Plan.
3
<PAGE>
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.
On September 1, 1998 the Company began a 401(k) Retirement Savings Plan
available to all eligible employees. To be eligible for the plan, the employee
must be at least 21 years of age and have completed one year of employment.
Eligible employees may contribute up to 15% of their earnings with a maximum of
$10,000 for 1998 based on the Internal Revenue Service annual contribution
limit. The Company will match 25% of the first 4% of the employee's
contributions up to 1% of the employee's earnings. Contributions are invested at
the direction of the employee in one or more funds. Company contributions begin
to vest after three years.
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
804,976 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 520,830 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.
The following table sets forth information concerning the exercise of stock
options during fiscal 1999 by the named executive officers and the value of
their unexercised, in-the-money stock options at the end of that fiscal year
(January 1, 2000). All options outstanding at January 1, 2000, have a ten year
term and, except for those granted after the fiscal year 1995, were exercisable
at any time prior to their respective expiration dates. Options granted in 1996
and 1997 vest 20% on the date of the grant and 20% each year thereafter and
options granted after 1997 vest 20% each year beginning at the end of the first
year.
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 1/1/00(#) 1/1/00($)(1)
- ---- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
William A. Bassett 20,000 108,600 144,579(2) 312,959
31,250(3) ----
Michael S. Baxley ---- ---- 3,000(2) ----
17,000(3) ----
Michael K. Solomon 8,000 59,940 49,494(2) 81,001
12,500(3) ----
</TABLE>
- ----------
(1) Assumes a market value of $5.3125 per share, which was the last reported
sale price on the American Stock Exchange on December 31, 1999.
(2) Exercisable.
(3) Unexercisable.
The following table provides information on options granted to the named
executive officers in fiscal 1999 under the Company's 1995 Incentive Stock
Option Plan:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term (1)
-----------------------------------------------------------------------------------------------------
Percent of Total
Options Options Granted
Granted to Employees Exercise Price
Name (Shs) 1999 Per Share Expiration Date 5% 10%
- ---- ----- ---- --------- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
William A. Bassett 12,500 12.7% $7.00 6/10/2009 $55,028 $139,452
Michael S. Baxley 15,000 15.3% $7.875 1/04/2009 $74,288 $188,261
5,000 5.1% $7.00 6/10/2009 $22,011 $ 55,781
Michael K. Solomon 5,000 5.1% $7.00 6/10/2009 $22,011 $ 55,781
</TABLE>
- ----------
(1) Potential realizable value is based on the assumption that the market
price of the Common Stock appreciates at the annual rates shown (compounded
annually) from the date of grant until the end of the ten year option term.
Potential realizable value is shown net of exercise price. These numbers are
calculated based on the regulations promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
growth.
4
<PAGE>
Board of Directors' Report On Executive Compensation
The Board of Directors approves the salaries of the executive officers of
the Company on an annual basis. In approving 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 1999 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
William A. Bassett Michael S. Baxley Joseph N. Ellis
Michael K. Solomon Jerome B. Lieber Ellen Downey Thomas L. Dusthimer
</TABLE>
PERFORMANCE GRAPH
Set forth below are a graph and table which compare the value for the five
calendar years ended December 31, 1999 of $100 invested at the close of trading
on December 31, 1994, 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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Decorator Industries, Inc.,
The S & P 500 Index and The Russell 2000 Index
(GRAPH OMITTED)
12/94 12/95 12/96 12/97 12/98 12/99
----- ----- ----- ----- ----- -----
Decorator Industries 100 114 222 232 255 179
S & P 500 100 138 169 226 290 351
Russell 2000 100 127 155 204 191 188
5
<PAGE>
DISCRETIONARY AUTHORITY
At the time of mailing copies of this proxy statement to stockholders, the
election of directors was the only matter 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
and have been selected as the Company's independent public accounts for the
current fiscal year. Representatives of such firm are not expected to be in
attendance at the annual meeting.
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 1999, the Board of Directors held six meetings, the
Audit Committee held two meetings, and the Stock Option Committee held two
meetings.
Shareholder proposals intended to be presented at the annual meeting in the
year 2001 must be received by the Company prior to January 17, 2001 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
6
<PAGE>
------------------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
DECORATOR INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 20, 2000
The undersigned hereby appoints William A. Bassett, Michael K. Solomon and
Jerome B. Lieber, 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 at Suite 201, 10011 Pines Boulevard, Pembroke Pines, Florida at 9:30
A.M., E.D.S.T., on June 20, 2000, 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. 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)
<PAGE>
----------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
DECORATOR INDUSTRIES, INC.
June 20, 2000
Please Detach and Mail in the Envelope Provided
Please mark your votes as in this example.
A [X]
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES.
WITHHOLD
AUTHORITY
FOR all nominees to vote for
named all nominees
<S> <C> <C> <C>
1. Election Nominees: Joseph N. Ellis 2. In their discretion, the proxies may vote
of directors. [ ] [ ] Ellen Downey upon such other matters as may properly
Michael S. Baxley come before the meeting.
INSTRUCTION: To withhold authority to vote for The undersigned hereby acknowledges receipt of
any individual nominee, write that nominee's name the Annual Report for the fiscal year ended
on the line provided below. January 1, 2000 and the notice of Annual
Meeting and Proxy Statement for the 2000
- --------------------------------------------------- Annual Meeting of Stockholders.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
DATE AND SIGN THE PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature(S) OF STOCKHOLDERS ___________________ _______________________________________________ Dated:_________, 2000
IMPORTANT: Please sign exactly as name appears hereon. If signing in 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.
</TABLE>
