<PAGE>
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 [_] 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 Section 240.14a-11(c) or Section 240.14a-12
VALLEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Leighton J. Stephenson, Secretary
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] 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:
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Notes:
<PAGE>
[LOGO OF VALLEN APPEARS HERE]
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 14, 1997
To the Shareholders of
Vallen Corporation:
The 1997 annual meeting of shareholders of Vallen Corporation, a Texas
corporation (the "Company"), will be held in the Board Room on the Mezzanine
level of Texas Commerce Bank, located at 707 Travis, Houston, Texas, on
Tuesday, October 14, 1997, at 10:00 A.M., Houston time, for the following
purposes:
1. To elect a Board of Directors to serve until the next annual meeting
of shareholders and until their respective successors have been duly
elected and qualified;
2. To ratify the appointment of KPMG Peat Marwick as independent auditors
for the Company for the fiscal year ending May 31, 1998; and
3. To transact such other business as may properly come before the annual
meeting or any adjournment thereof.
Shareholders of record as of the close of business on September 2, 1997 are
entitled to notice of and to vote at the annual meeting and any adjournment
thereof.
By order of the Board of Directors,
/s/ Leighton J. Stephenson
----------------------------------
Leighton J. Stephenson
Secretary
Houston, Texas
September 10, 1997
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES CAN BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF
YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU
ATTEND THE ANNUAL MEETING. YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
VOTED.
<PAGE>
[LOGO OF VALLEN APPEARS HERE]
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXIES
This proxy statement and the enclosed form of proxy are furnished on behalf
of the Board of Directors for use in connection with the annual meeting of
shareholders of Vallen Corporation (the "Company") to be held October 14,
1997, and any and all adjournments thereof. Such solicitation is being made by
mail, commencing on or about September 10, 1997, and may also be made in
person or by telephone or telecopy by officers, directors and regular
employees of the Company. Arrangements may be made with brokerage houses or
other custodians, nominees and fiduciaries to send proxy material to their
principals. All expenses incurred in the solicitation of proxies will be borne
by the Company.
Any shareholder executing a proxy may revoke it at any time before it is
used at the annual meeting by giving notice in writing to the Secretary of the
Company, or by signing and delivering a proxy bearing a later date or voting
in person at the annual meeting. All properly executed proxies received by the
Company and not revoked will be voted at the annual meeting.
VOTING RIGHTS
Only shareholders of record of the Company's common stock ("Common Stock")
at the close of business on September 2, 1997 are entitled to notice of and to
vote at the annual meeting. At such date, there were 7,282,457 shares of
Common Stock issued and outstanding. Each share of Common Stock is entitled to
one vote on each matter to be acted upon at the annual meeting. Shareholders
do not have the right to cumulate their votes with respect to the election of
directors. In establishing the presence of a quorum, abstentions and broker
non-votes will be included in the determination of the number of shares
represented at the annual meeting. Abstentions will have the same effect as a
vote against a proposal. Because they are not included in the tally of votes
present, broker non-votes will not affect the outcome of any proposal (except
those requiring the affirmative vote of a certain percentage of all
outstanding shares of Common Stock, in which case broker non-votes will have
the same effect as a vote against a proposal).
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the ownership of the
Company's common stock as of September 2, 1997 by (i) each person who was
known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) by each of the Company's directors and director
nominees, (iii) by each of the executive officers named in the Summary
Compensation Table and (iv) by all directors and executive officers as a
group. Each of the persons listed is believed to have sole power to vote and
dispose of the shares shown below, unless otherwise noted.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP(1)
-----------------------
NUMBER OF PERCENTAGE
BENEFICIAL OWNER SHARES OF TOTAL
---------------- --------- ----------
<S> <C> <C>
Leonard J. Bruce...................................... 4,066,665(2) 55.31%
13333 Northwest Freeway
Houston, Texas 77040
Royce & Associates, Inc./Royce Management Company..... 715,320(3) 9.82%
1414 Avenue of the Americas
New York, New York 10019
James W. Thompson..................................... 37,324(4) *
Robin R. Hutton....................................... 41,464(5) *
David G. Key.......................................... 5,000(6) *
Leighton J. Stephenson................................ 4,766(7) *
Kirby Attwell......................................... 7,251(8) *
Darvin M. Winick...................................... 5,901(9) *
Directors and Executive Officers as a Group (9
persons)............................................. 4,176,371 56.70%
</TABLE>
- --------
* Less than 1% of the outstanding common stock.
(1) Determined on the basis of 7,282,457 shares outstanding, except that
shares underlying options exercisable within 60 days are deemed
outstanding for purposes of listing the number of shares owned by the
above persons and calculating the percentage owned by holders thereof.
Shares subject to such unexercised options were 5,001, 5,001 and 69,668,
respectively, for Messrs. Attwell, Winick and directors and executive
officers as a group.
(2) Includes 6,000 shares purchasable upon the exercise of outstanding options
that are exercisable within 60 days after September 2, 1997.
(3) Information based on the most recent Schedule 13G report.
(4) Includes 33,333 shares purchasable upon the exercise of outstanding
options that are exercisable within 60 days after September 2, 1997.
(5) Includes 7,000 shares purchasable upon the exercise of outstanding options
that are exercisable within 60 days after September 2, 1997.
(6) Includes 5,000 shares purchasable upon the exercise of outstanding options
that are exercisable within 60 days after September 2, 1997.
(7) Includes 3,333 shares purchasable upon the exercise of outstanding options
that are exercisable within 60 days after September 2, 1997.
(8) Includes 5,001 shares purchasable upon the exercise of outstanding options
that are exercisable within 60 days after September 2, 1997.
(9) Includes 5,001 shares purchasable upon the exercise of outstanding options
that are exercisable within 60 days after September 2, 1997.
2
<PAGE>
PROPOSAL NO. 1--ELECTION OF DIRECTORS
Although the Board of Directors consists of five members, only four
directors have been nominated by the Board of Directors for election at the
annual meeting. The Board of Directors is continuing to evaluate candidates.
Directors are elected by a plurality vote of the shares of Common Stock
represented at the annual meeting and entitled to vote. Each director will
hold office until the next annual meeting of shareholders and until his
successor is duly elected and qualified. Unless otherwise specified, all
properly executed proxies received by the Company will be voted at the annual
meeting or any adjournment thereof for the election of the nominees listed in
the following table. The Board of Directors believes that each nominee will be
willing and able to serve. However, if any such person is unable to serve for
good cause, or unwilling to serve for any reason, proxies will be voted for
the election of another person selected by the Company's Board of Directors.
<TABLE>
<CAPTION>
OTHER POSITIONS AND OFFICES CURRENTLY HELD
DIRECTOR WITH THE COMPANY (AND OTHER CURRENT
NAME AGE SINCE PRINCIPAL OCCUPATION, IF DIFFERENT)
---- --- -------- ------------------------------------------
<S> <C> <C> <C>
Leonard J. Bruce...... 77 1960 Chairman of the Board; Member, Compensation
Committee
James W. Thompson..... 46 1994 President and Chief Executive Officer
Kirby Attwell......... 61 1978 Member, Audit and Compensation Committees
(President of Travis International, Inc.)
Darvin M. Winick...... 67 1984 Member, Audit and Compensation Committees
(President of Winick Consultants)
</TABLE>
Mr. Bruce, who has 49 years of experience in safety equipment distribution,
founded the Company in 1947. He has been Chairman of the Board of Directors
since 1960.
Mr. Thompson joined the Company in June of 1994 as President and Chief
Operating Officer of Vallen Safety Supply Company. He was named President and
Chief Executive Officer in January of 1995. He was formerly employed by
Westburne Supply Company of Naperville, Illinois as Senior Group Vice
President, and prior to that he was with Westinghouse Electric Supply Company
for 18 years.
Mr. Attwell has been President of Travis International, Inc., a holding
company for industrial distribution operations, since January 1987.
Dr. Winick has been President of Winick Consultants, or its related
management consulting firms, since 1981.
The Board of Directors held six meetings during the fiscal year ended May
31, 1997. During the last fiscal year, no incumbent director attended fewer
than 75% of the total number of meetings of the Board of Directors or
committees on which he served during the period for which he was a director or
committee member.
The Company has a Compensation Committee and an Audit Committee. The
Compensation Committee, which administers the Company's employee stock option
plan, the employee stock purchase plan and the annual incentive compensation
plan, and which makes base salary and bonus incentive recommendations, met
three times during the year ended May 31, 1997. The Audit Committee reviews
the reports of the Company's independent auditors and met once during the year
ended May 31, 1997. The current members of the Compensation Committee are
Messrs. Attwell, Bruce and Winick and the members of the Audit Committee are
Messrs. Attwell and Winick.
Each outside director of the Company is entitled to receive compensation of
$8,000 per year plus $700 for each board and committee meeting attended.
Outside directors also receive options under the 1993 Non-Employee Director
Stock Option Plan. On the date of each annual meeting of the shareholders of
the Company, each outside director then in office who did not previously
receive a grant of options under the Director Plan is automatically granted
options to purchase 5,001 shares of Common Stock, with such options vesting
and becoming exercisable as to 1,667 shares on each annual anniversary of the
grant date. The exercise price of each option is the average last reported
sales price of the Common Stock on the NASDAQ Stock Market for the last five
trading days (on which sales have occurred) preceding and including the date
of grant.
3
<PAGE>
MANAGEMENT COMPENSATION AND BENEFITS
SUMMARY COMPENSATION TABLE
The Summary Compensation Table includes individual compensation information
on the Chief Executive Officer and the four other most highly paid executive
officers for each of the years in the three-year period ended May 31, 1997.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
---------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(2)
------------------ ---- -------- ------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Leonard J. Bruce........ 1997 $253,750 $19,693 $5,229 18,000 $10,742
Chairman of 1996 250,000 19,693 6,662 -- 8,249
the Board 1995 234,000 122,251 6,918 -- 8,689
James W. Thompson(3).... 1997 $203,000 $25,267 $2,615 -- $ 8,364
President and Chief 1996 200,000 19,693 2,745 -- 7,404
Executive Officer 1995 190,000 122,251 2,235 100,000 --
Robin R. Hutton......... 1997 $145,700 $11,947 $2,030 -- $ 7,101
Executive Vice 1996 145,700 11,947 8,583 -- 8,307
President, Sales 1995 137,417 55,869 2,126 21,000 7,522
David G. Key(4)......... 1997 $127,940 $ 2,906 $8,059 15,000 --
1996 20,835 -- -- -- --
Leighton J. Stephenson.. 1997 $107,265 $ 8,736 $ -- -- $ 3,930
Vice President, 1996 106,000 8,736 -- -- 2,258
Secretary and Treasurer 1995 100,000 50,626 -- 10,000 --
</TABLE>
- --------
(1) For each year, the incremental cost to the Company of personal benefits
provided to each of the executive officers did not exceed the lesser of
$50,000 or 10% of aggregate salary and bonus.
(2) The amounts shown were accrued in respect of the Company's payments to its
profit-sharing plan and the Company's contributory funding of the related
401(k) Plan, in which most Company employees are eligible to participate.
(3) Mr. Thompson became President and Chief Executive Officer effective
January 1, 1995.
(4) Mr. Key became Vice President, General Manager of Encon Safety Products,
Inc. effective April 1, 1996.
EMPLOYMENT AGREEMENT
Effective January 1, 1995, Mr. James W. Thompson was named President and
Chief Executive Officer of Vallen Corporation. When Mr. Thompson was named
President and Chief Operating Officer of Vallen Safety Supply Company in June
1994, he entered into an employment agreement that, as amended, provides for a
minimum base salary of $210,000 annually, a minimum initial incentive bonus,
inclusion in the Company's incentive plans, and an option to purchase 100,000
shares of Common Stock at an exercise price of $12.75 (the closing stock price
on June 6, 1994 was $11.75). The agreement also contains provisions regarding
termination of employment conditions which could result in Mr. Thompson's
being paid an amount equal to his annual base salary, or twice his annual base
salary, depending upon the conditions of termination.
4
<PAGE>
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
Stock options to purchase 51,000 shares of Common Stock were granted to
management level employees under the 1985 Stock Option Plan for Key Employees
during the year ended May 31, 1997. Vesting of such options is dependent upon
the attainment of specific fiscal year net earnings per share levels. However,
all options that remain outstanding will vest and become exercisable on or
after February 19, 2003, whether or not the specified goals are attained. The
specified net earnings per share goal was attained for the fiscal year ended
May 31, 1997.
Set forth below is information relating to stock options granted the
executive officers during the 1997 fiscal year and the number of shares of
Common Stock covered by, and the values of, outstanding stock options held by
them at May 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ----------------------------------------------------------------------- -----------------
NUMBER OF PERCENT OF
SECURITIES TOTAL
UNDERLYING OPTIONS GRANTED
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE(1) DATE 5% 10%
- ---- ---------- --------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Leonard J. Bruce........ 18,000 35.3% $18.25 8/18/2003 $123,167 $283,720
David G. Key............ 15,000 29.4% 18.75 8/18/2003 95,652 217,002
</TABLE>
- --------
(1) Options are exercisable for any fiscal year after 1997 as follows,
(subject to vesting at February 19, 2003 as set forth above):
(a) 1/3 of shares subject to option when the Company reports earnings per
common share of at least $1.20, as adjusted for stock dividends or
splits.
(b) An additional 1/3 of shares subject to option when the Company reports
earnings per common share of at least $1.40, as adjusted for stock
dividends or splits.
(c) The remaining 1/3 of shares subject to option when the Company reports
earnings per common share of at least $1.60, as adjusted for stock
dividends or splits.
Set forth below is information relating to stock options exercised by the
such executive officers during the fiscal year and the number of shares of
Common Stock covered by, and the value of, outstanding stock options held by
them at May 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
SHARES COVERED BY VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED MAY 31, 1997 MAY 31, 1997(1)
ON VALUE ------------------------- -------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leonard J. Bruce........ -- -- 6,000 12,000 $ -0- $ -0-
James W. Thompson....... -- -- 33,333 66,667 183,337 366,668
Robin R. Hutton......... -- -- 7,000 14,000 17,500 35,000
David G. Key............ -- -- 5,000 10,000 -0- -0-
Leighton J. Stephenson.. -- -- 3,333 6,667 17,498 35,002
</TABLE>
- --------
(1) The amounts shown on the differences between the per share stock option
exercise prices and the closing price of Company common stock on May 31,
1997 of $18.25 per share as reported by The NASDAQ Stock Market,
multiplied by the number of shares covered by the unexercised stock
options.
5
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of two
outside directors and the Company's Chairman and majority shareholder. The
Compensation Committee establishes compensation policies for its executive
officers, and the two outside directors grant and set the terms of awards
under the Company's stock option plan.
Compensation Philosophy. The Company seeks to retain, motivate and reward
executives by providing short and long-term compensation that is tied to
achievement of shareholder value and Company performance objectives. During
each fiscal year, the executive compensation program consists of base salary,
an annual incentive plan based upon Company financial performance and Company
stock options awarded in current and prior years. In addition, bonuses for
executives and certain key employees are awarded taking into consideration the
Company's overall performance for the year, including return on average
shareholder equity, increase in net sales, gross profit margins and increase
in earnings per common share. The Compensation Committee does not assign
specific weights to any of the factors it considers when determining the
Company's overall performance for the year.
The Compensation Committee takes into account various quantitative and
qualitative indicators of corporate and individual performance in determining
the level of compensation of its executive officers. While the Compensation
Committee considers such corporate performance measures as net income,
earnings per common share, return on average common stockholders' equity and
return on average total assets, the Compensation Committee does not apply any
specific, quantitative formula in making decisions as to base compensation.
Increases in the base compensation of particular executive officers may vary
within a target range as defined for specific positions, or may, on occasion,
be outside the target range, depending upon the Compensation Committee's
evaluations of the individual's work performance.
Effective June 1, 1995, the Compensation Committee adopted the Executive
Incentive Compensation Plan (the "Incentive Plan"), which was subsequently
approved by the shareholders of the Company at the annual meeting later that
year. Pursuant to the Incentive Plan, the Compensation Committee names certain
officers as participants in the Incentive Plan for that fiscal year. At the
end of such fiscal year, an annual award pool is created that is based on the
increase in earnings per share for the current year, a percentage of that
portion of net
6
<PAGE>
income for the year in excess of net income required to achieve a designated
return on shareholder equity, and an amount sufficient to pass on to
participants the tax benefits that would otherwise accrue to the Company as a
result of payments under the Incentive Plan. In any fiscal year, the
Compensation Committee has the absolute discretion to allocate all, a portion
or none of the award pool among the participants. It may pay up to fifty
percent of such award in shares of Common Stock (without any vesting
requirements), with the remaining portion to be paid in cash. Granting of
awards under the Incentive Plan to individual officers is based upon
individual performance during the year, but the Compensation Committee does
not apply any specific, quantitative formula in making such decisions.
The Compensation Committee believes that the grant of stock options to its
executives aligns the interests of the executives with the interests of the
shareholders by providing a direct correlation between an increase in
shareholder value and executive compensation. The Compensation Committee
periodically grants and sets the terms of stock option awards. Options were
granted during the year ended May 31, 1997 as shown under "Option Grants in
Last Fiscal Year."
Chief Executive Officer Compensation. The Compensation Committee determines
the compensation of James W. Thompson, the President and Chief Executive
Officer, in substantially the same manner as the compensation of the other
executive officers of the Company. In particular, the Compensation Committee
recognized Mr. Thompson's important role in significantly increasing the
Company's net sales and net earnings over the prior year, and in closing
several acquisition transactions. Pursuant to his employment agreement, Mr.
Thompson receives a minimum annual base salary of $200,000, which the
Committee increased to $210,000 as a result of the Company's improved
operating performance in the prior year. In addition, pursuant to the
Incentive Plan and in accordance with the compensation philosophy and process
described above, the Compensation Committee awarded Mr. Thompson a bonus
consisting of $5,367 in cash and 306 shares of Common Stock.
THE COMPENSATION COMMITTEE
Kirby Attwell, Chairman
Leonard J. Bruce
Darvin Winick
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Bruce, who is a member of the Compensation Committee, is the Company's
Chairman of the Board.
7
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY,
INDUSTRY INDEX AND BROAD MARKET
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
---------------------------------------
COMPANY 1992 1993 1994 1995 1996 1997
------- ---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
uVallen Corp............................ 100 76.92 60.26 84.62 103.85 93.59
.Industry Index......................... 100 107.48 86.53 79.95 96.98 61.26
sBroad Market........................... 100 112.80 120.02 136.76 177.14 216.61
</TABLE>
ASSUMES $100 INVESTED ON JUNE 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING MAY 31, 1997
8
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick were independent auditors of the Company for the year
ended May 31, 1997. The Board of Directors has appointed KPMG Peat Marwick as
auditors of the Company for the year ending May 31, 1998. A representative of
KPMG Peat Marwick will be present at the annual meeting to make a statement if
he desires and to respond to appropriate questions.
Management recommends that the appointment of KPMG Peat Marwick as
independent auditors for the Company for the fiscal year ending May 31, 1998,
be ratified by the shareholders. Unless otherwise indicated, all properly
executed proxies received by the Company will be voted for such ratification
at the annual meeting or any adjournment thereof. A majority adverse vote will
be considered as a direction to the Board of Directors to select other
auditors in the following year.
OTHER MATTERS
As of this date, management is not aware that any other matters are to be
presented for action at the annual meeting, but the proxy form sent herewith,
if executed and returned, gives discretionary authority with respect to any
other matters that may come before the annual meeting.
PROPOSALS BY SHAREHOLDERS
Shareholders desiring to present proposals at the 1998 annual meeting of
shareholders, and to have such proposals included in the Company's proxy
statement, must submit their proposals to the Company at its principal
executive officers so as to be received no later than May 11, 1998.
By order of the Board of Directors,
Leighton J. Stephenson
Secretary
September 10, 1997
Houston, Texas
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K, INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, IS AVAILABLE TO
SHAREHOLDERS FREE OF CHARGE FROM THE COMPANY UPON WRITTEN REQUEST TO LEIGHTON
J. STEPHENSON, SECRETARY AND TREASURER, P. O. BOX 3587, HOUSTON, TEXAS 77253-
3587.
9
<PAGE>
PROXY VALLEN CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 14, 1997
The undersigned hereby appoints Leonard J. Bruce, James W. Thompson and
Leighton J. Stephenson, or any of them, with full power of substitution,
attorneys and proxies of the undersigned to vote all shares of common stock of
Vallen Corporation (the "Company") which the undersigned is entitled to vote at
the annual meeting of shareholders of the Company to be held on Tuesday, October
14, 1997 in the Board Room on the Mezzanine level of Texas Commerce Bank, 707
Travis, Houston, Texas at 10:00 A.M., Houston time, and at any adjournment
thereof.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF
NO CONTRARY SPECIFICATION IS MADE, IT WILL BE VOTED "FOR" EACH OF THE PROPOSALS
SET FORTH.
PLEASE MARK
YOUR VOTES AS
INDICATED IN [X]
THIS EXAMPLE
1. Election of Directors:
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right.
Nominees: LEONARD J. BRUCE, JAMES W. THOMPSON, DARVIN M. WINICK AND KIRBY
ATTWELL.
INSTRUCTION: To withhold authority to vote for any one or more individual
nominee, write such nominee's name on the line provided below.
- -------------------------------------------------------------------------
2. Ratification and approval of the appointment of KPMG Peat Marwick as
independent auditors for the fiscal year ending May 31, 1998.
FOR AGAINST ABSTAIN
3. In their discretion, upon such other matters as may come before the meeting
or any adjournment thereof. All as described in the Notice of Annual Meeting
of Shareholders and Proxy Statement, receipt of which is hereby acknowledged.
Please sign exactly as name appears on your
stock certificate. When signing as executor,
administrator, trustee or other representative,
please sign your full title. All joint owners
should sign.
Dated: , 1997
---------------------------------
---------------------------------------
---------------------------------------
Signature(s) of Shareholder(s)
PLEASE DATE, SIGN AND MAIL YOUR PROXY PROMPTLY.
FOLD AND DETACH HERE
