<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 (S)240.14a-11(c) or (S)240.14a-12
EDUCATIONAL DEVELOPMENT CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
EDUCATIONAL DEVELOPMENT CORPORATION
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, SUITE B
TULSA, OKLAHOMA 74146-6515
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 27, 1995
----------------------------------------
TO THE SHAREHOLDERS OF
EDUCATIONAL DEVELOPMENT CORPORATION:
The 1995 Annual Meeting of Shareholders of Educational Development
Corporation, a Delaware Corporation ("EDC" or the "Company"), will be held July
27, 1995, at 2:00 P.M., at the Company's headquarters located at 10302 East 55th
Place, Suite B, Tulsa, Oklahoma, for the following purposes:
1. To elect one nominee as Class III Director;
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only shareholders of record at the close of business on June 15, 1995 are
entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, you are requested to sign and return the enclosed proxy as
promptly as possible in the enclosed postage paid envelope. You may revoke your
Proxy at any time before it is exercised at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE OF RANDALL W. WHITE APPEARS HERE]
RANDALL W. WHITE
CHAIRMAN OF THE BOARD AND
PRESIDENT
TULSA, OKLAHOMA
JUNE 23, 1995
<PAGE>
EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, SUITE B
TULSA, OKLAHOMA 74146-6515
----------------------------------------
PROXY STATEMENT
----------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the management of EDUCATIONAL DEVELOPMENT CORPORATION, a Delaware
corporation (the "Company" or "EDC"), for use at the Annual Meeting of
Shareholders of the Company to be held at the Company's headquarters located at
10302 East 55th Place, Suite B, Tulsa, Oklahoma 74146-6515, on Thursday, July
27, 1995, commencing at 2:00 P.M., and at all continuations and adjournments
thereof. This Proxy Statement and accompanying form of Proxy are first being
mailed to shareholders on or about June 23, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company's $.20 par value common stock is the only class of capital stock
authorized by its Amended and Restated Certificate of Incorporation. The number
of shares which may be voted at the meeting or any adjournment thereof is
2,258,247 shares, which was the number outstanding as of June 15, 1995, the
record date. Each shareholder is entitled to one vote for each share held
except that cumulative voting is authorized with respect to the election of
directors. In other words, solely for the purpose of electing directors, each
share will entitle the holder thereof to a number of votes equal to the number
of directors being elected and each shareholder may cast all of his votes for a
single nominee, or may distribute them among any two or more nominees. The
presence in person or by proxy of the holders of a majority of the shares issued
and outstanding at the meeting will constitute a quorum for the transaction of
business. Votes will be tabulated by an inspector of election appointed by the
Board of Directors of the Company.
As of June 15, 1995, the following were the only persons known to management
of the Company to be beneficial owners of more than five percent of the
Company's outstanding common stock. Unless otherwise noted, the persons named
below have sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS (1)
<S> <C> <C>
Randall W. White
10385 South 76th E. Ave.
Tulsa, Oklahoma 74133 399,709 (2) 15.6%
Robert D. Berryhill
P.O. Box 740125
Tulsa, Oklahoma 74147-0125 181,000 (3) 8.0%
</TABLE>
- - ---------------
(1) The Percent of Class was calculated on the basis of the number of
outstanding shares plus the number of shares which may be acquired pursuant
to currently exercisable stock options, however, shares which may be
acquired by such person pursuant to currently exercisable stock options are
not deemed outstanding for purposes of computing the Percent of Class of
shares beneficially owned by any other person.
(2) Includes 305,000 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(3) Includes 10,000 shares as to which Mr. Berryhill has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
1
<PAGE>
As of June 15, 1995, the directors and nominees of the Company and the
directors and executive officers of the Company as a group were the beneficial
owners of the following amount of shares of common stock of the Company. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to such shares.
<TABLE>
<CAPTION>
NAMES OF DIRECTORS AND AMOUNT OF BENEFICIAL PERCENT OF
NOMINEES AND IDENTITY OF GROUP OWNERSHIP CLASS (1)
<S> <C> <C>
G. Dean Cosgrove 10,000 (2) .4%
John M. Lare 10,000 .4%
James F. Lewis 32,239 1.4%
Robert D. Berryhill 181,000 (2) 8.0%
Randall W. White 399,709 (3) 15.6%
All directors and executive officers 728,720 (4) 27.5%
as a group (7 persons)
</TABLE>
(1) The Percent of Class was calculated on the basis of the number of
outstanding shares plus the number of shares which may be acquired by such
person or group pursuant to currently exercisable stock options, however,
shares which may be acquired by such person or group pursuant to currently
exercisable stock options are not deemed outstanding for purposes of
computing the Percent of Class for shares beneficially owned by any other
person or group.
(2) Includes 10,000 option shares as to which Mr. Cosgrove and Mr. Berryhill
each has the right to acquire beneficial ownership through the exercise of
currently exercisable stock options.
(3) Includes 305,000 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(4) Includes 395,000 shares as to which all directors and executive officers
have the right to acquire beneficial ownership through the exercise of
currently exercisable stock options.
NUMBER OF DIRECTORS
The Amended and Restated Certificate of Incorporation and By-laws of
the Company provide that the number of directors which shall constitute the
whole Board of Directors shall not be less than three (3) nor more than fifteen
(15). Within said limits, the number of directors shall be determined by
resolution of the Board of Directors or by the shareholders at the annual
meeting. The Board of Directors has adopted a resolution establishing five (5)
as the number of directors of the Company.
ELECTION OF DIRECTORS
In accordance with the Amended and Restated Certificate of Incorporation
and By-laws of the Company, the directors are divided into three classes, Class
I, Class II and Class III, and are elected for a full term of office expiring at
the third succeeding annual shareholders meeting following the election to
office and when a successor is duly elected and qualified. The By-laws provide
that such classes shall be as nearly equal in number as possible. The term of
office of Class III directors expires at the annual meeting of shareholders to
be held on July 27, 1995, the term of office of Class I directors expires at the
annual meeting of shareholders in 1996 and the term of office of Class II
directors expires at the annual meeting of shareholders in 1997. At the Annual
Meeting of Shareholders announced herein, one director shall be chosen to serve
as Class III director. He will be elected for a full term of office expiring at
the annual meeting of shareholders in 1998, and will serve until a successor is
duly elected and qualified. Unless authority to
2
<PAGE>
do so is withheld, the persons named as proxies in the accompanying form of
proxy will vote the shares represented thereby for the following nominee
designated by the Board of Directors to serve as Class III director. Although it
is not anticipated that the nominee will be unwilling or unable to serve, if any
nominee should decline or be unable to act as a director, the persons named as
proxies in the accompanying form of Proxy may, unless authority to do so is
withheld, vote for any substitute nominee or nominees proposed by the Board of
Directors. The business experience shown for the nominee has been his principal
occupation for at least the past five years.
The affirmative vote of a plurality of the shares present in person or by
proxy at the meeting and entitled to vote is required for the election of
directors. An abstention from voting will be tabulated as a vote withheld on the
election of directors and will be included in computing the number of shares
present for purposes of determining the presence of a quorum for the meeting.
NOMINEE
<TABLE>
<CAPTION>
DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE CLASS SINCE
- - ---------------------------- --- ----- -----
<S> <C> <C> <C>
RANDALL W. WHITE 53 III 1984
Chairman of the Board of EDC since September 1986,
President of EDC since January 1986, and Treasurer of
EDC since February 1984. From February 1980 until
joining EDC in January 1983, Mr. White served as the
Chief Financial Officer of Nicor Drilling Company,
Tulsa, Oklahoma, an oil and gas drilling company.
</TABLE>
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE CLASS SINCE
- - ---------------------------- --- ----- -----
<S> <C> <C> <C>
ROBERT D. BERRYHILL 49 II 1986
Private Investor. Vice Chairman of the Board of EDC
since October 1986. He was President of Original Chili
Bowl, Inc., Tulsa, Oklahoma, a food manufacturing
business, from August 1965 until January, 1992, and was
Vice President thereof for five years prior to his
election as President.
G. DEAN COSGROVE 61 II 1986
Independent Consultant since 1985. He served as
Financial Vice President and Treasurer of Mapco Inc.,
Tulsa, Oklahoma, an energy company, from May 1984 until
July 1985, and served as Vice President and Treasurer
thereof from January 1981 until May 1984. He is
Chairman of the Board of Tulsa Regional Medical Center.
JOHN M. LARE 48 I 1986
President of Pegasus Foods, Inc., an owner and operator
of Mexican quick service restaurants since March, 1995.
From October, 1992 to January, 1995, Mr. Lare was a
Director and Vice President - Finance and
Administration for Webco Industries, Inc., a
manufacturer and distributor of steel tubing. From 1989
to October 1992, Mr. Lare was a Principal for Pegasus
Venture Capital and the Argent Group, investment
banking and leverage buyout firms.
JAMES F. LEWIS 54 I 1992
CEO of The Lewis Companies Inc., a Tulsa based holding
firm that owns or controls the following firms: Oil
Capital Electric Inc., KBL Inc., FCE Inc., OMNI
Mechanical Services, Engineering Design Group Inc. and
various real estate holdings. He has been the CEO for
the past twenty-four years. He serves on the Oklahoma
Bank IV advisory board of directors.
</TABLE>
3
<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended February 28, 1995, the Board of Directors held
three meetings. Each director attended all meetings of the Board of Directors.
The only standing committees of the Board of Directors are described as
follows:
(i) The Executive Committee/Compensation Committee is responsible for assisting
management in establishing long-range plans, budgets, marketing and
development plans and compensation policies for employees. This Committee
is responsible for administering the Company's 1992 Incentive Stock Option
Plan and the Incentive Stock Option Plan of 1981. The Committee consists of
Messrs. Cosgrove, Berryhill and White. No separate meetings of this
Committee were held during the fiscal year ended February 28, 1995, all
committee actions having been taken by the Board of Directors as a whole
during the regular Board of Directors' meeting.
(ii) The Audit Committee is responsible for the evaluation of the internal audit
staff and procedures, for the review of reports of external auditors and
for liaison with the external auditing firm. The Committee consists of
Messrs. Lewis and Lare. No separate meetings of this Committee were held
during the fiscal year ended February 28, 1995, all committee actions
having been taken by the Board of Directors as a whole during the regular
Board of Directors' meeting.
The Board of Directors has no nominating committee.
COMPENSATION OF DIRECTORS
As compensation for all services rendered as a director of the Company, the
Company has a standard arrangement whereby a director who is not also an officer
of the Company is paid $250 for each directors' meeting attended in person.
Each director who is not also an officer of the Company and who is a member of
and who attends a meeting of one of the Committees of the Board of Directors is
paid $150 for such attendance. Directors are not paid for directors' meetings
or Committee meetings held by means of conference telephone calls.
COMPLIANCE WITH SECTION 16(A)
Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, its executive officers, and any persons holding more than ten percent
of the Company's Common Stock are required to report their initial ownership of
the Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission and to furnish the Company with a copy of
each such report. Specific due dates for these reports have been established
and the Company is required to disclose in this proxy statement any failure to
file by these dates during and with respect to fiscal year 1995. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company, during and with respect to fiscal year 1995, all
Section 16(a) filing requirements were satisfied, except the following: John M.
Lare, a director of the Company, failed to file on a timely basis one report
relating to one transaction; Randall W. White, a director and an executive
officer of the Company, failed to file on a timely basis one report relating to
one transaction; Kathleen M. Hannagan, an executive officer of the Company,
failed to file on a timely basis one report relating to one transaction; W.
Curtis Fossett, an executive officer of the Company, failed to file on a timely
basis one report relating to one transaction.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
compensation of the Company's President during the fiscal years ended February
28, 1995, February 28, 1994 and February 28, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------
NAME OTHER ALL
AND ANNUAL RESTRICTED # OTHER
PRINCIPAL FISCAL COMPEN- STOCK OPTIONS/ LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION(1) AWARDS SARs PAYOUTS SATION
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Randall W. White 1995 $90,000 $20,000 -0- -0- 20,000 -0- -0-
Chairman of the 1994 $77,500 $20,000 -0- -0- 30,000 -0- -0-
Board, President 1993 $75,000 $20,000 -0- -0- -0- -0- -0-
and Treasurer
</TABLE>
(1) Does not include the value of perquisites or other personal benefits because
the aggregate amount of such compensation, if any, did not exceed the lesser
of $50,000 or 10% of the annual salary and bonus in any of the three fiscal
years reported in the Summary Compensation Table.
OPTION EXERCISES DURING FISCAL YEAR ENDED FEBRUARY 28, 1995
AND OPTION VALUES AT FEBRUARY 28, 1995
The following table sets forth certain information with respect to options
exercised by the Company's President during the fiscal year ended February 28,
1995, and the number and value of unexercised stock options held by him at the
end of the fiscal year.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES ACQUIRED VALUE AT FY - END AT FY - END
NAME ON EXERCISE REALIZED FEBRUARY 28, 1995 (1) FEBRUARY 28, 1995 (2)
- - -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Randall W. White -0- -0- 305,000 $3,782,500
</TABLE>
(1) All unexercised options were exercisable as of February 28, 1995.
(2) Calculated by multiplying the number of unexercised options times the
difference between (a) the closing stock price of the Common Stock at
February 28, 1995 and (b) the per Share Option exercise price.
5
<PAGE>
EMPLOYMENT CONTRACTS
The Company has an employment agreement with Randall W. White, President of
the Company, which expires March 1, 1997 and provides for minimum annual
compensation of $90,000 plus additional salary of $20,000 if profit before taxes
exceeds $600,000 for the fiscal year.
REVOCABILITY OF PROXY
A shareholder giving a Proxy has the power to revoke it at any time before
its exercise. A Proxy may be revoked by filing with the Secretary of the Company
a written revocation or a duly executed Proxy bearing a later date. A Proxy will
be suspended if the shareholder who executed it is present at the meeting and
elects to vote in person.
SPECIFICATIONS BY SHAREHOLDERS
Properly executed Proxies in the accompanying form which are filed before
the meeting and not revoked will be voted in accordance with the directions and
specifications contained therein.
SOLICITATION OF PROXIES
This solicitation is made on behalf of the Board of Directors of the
Company. The cost of soliciting these Proxies will be borne by the Company. In
addition to solicitation by mail, the Company may make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to forward
Proxies and proxy material to their principals and may reimburse them for their
expenses in so doing. Certain officers and employees of the Company may solicit
Proxies by telephone, facsimile or personally from some shareholders whose
Proxies are not promptly received. Such officers and employees will receive no
compensation other than their regular salaries, but they will be reimbursed for
any expenses incurred in making such solicitation.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 annual meeting should
be directed to Randall W. White, President of the Company, at 10302 East 55th
Place, Suite B, Tulsa, Oklahoma 74146-6515, and must be received by the
president on or before March 4, 1996. Any such proposal must comply with the
requirements of Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP audited the financial statements of the
Company for the fiscal year ended February 28, 1995. The firm of Deloitte &
Touche LLP has also been selected and approved by the Board of Directors as
independent public accountants and auditors to make an audit of the financial
statements of the Company for fiscal year ending February 28, 1996. A
representative of Deloitte & Touche LLP is expected to be present at the
meeting. Such representative will be afforded an opportunity to make a statement
on behalf of said firm and will be available to respond to appropriate
questions.
6
<PAGE>
ANNUAL REPORTS AND FINANCIAL STATEMENTS
The proxy statement is accompanied by the Annual Report of the Company for
its fiscal year ended February 28, 1995. Shareholders are referred to such
Report for information about the Company's business and activities, but such
Report is not incorporated in this Proxy Statement and is not deemed to be a
part of the proxy soliciting material.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WILL BE PROVIDED WITHOUT CHARGE TO RECORD OR
BENEFICIAL OWNERS OF SHARES ENTITLED TO VOTE AT THE MEETING. Written requests
for copies of said report should be directed to Randall W. White, President of
the Company, at the Company's corporate headquarters located at 10302 East 55th
Place, Suite B, Tulsa, Oklahoma 74146-6515.
OTHER MATTERS
Management does not intend to present and does not have any reason to
believe that others will present at the annual meeting any item of business
other than as stated in the Notice of Annual Meeting of Shareholders. If,
however, other matters are properly brought before the meeting, it is the
intention of the persons named as proxies in the accompanying form of Proxy to
vote the shares represented thereby in accordance with their best judgment and
discretionary authority to do so is included in the Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE OF RANDALL W. WHITE APPEARS HERE]
RANDALL W. WHITE
CHAIRMAN OF THE BOARD AND PRESIDENT
TULSA, OKLAHOMA
JUNE 23, 1995
7
<PAGE>
EDUCATION DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, SUITE B, TULSA, OKLAHOMA 74146
PROXY
THIS PROXY IS BEING SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
ANNUAL MEETING OF SHAREHOLDERS, JULY 27, 1995
The undersigned hereby appoints Randall W. White and W. Curtis Fossett, or
either or both of them, proxies of the undersigned, with full power of
substitution, to vote all shares of Educational Development Corporation ("EDC")
owned by or standing in the name of the undersigned, at the Annual Meeting of
Shareholders of EDC, to be held at its corporate headquarters located at 10302
East 55th Place, Suite B, Tulsa, Oklahoma, on July 27, 1995 at 2:00 o'clock
P.M., local time, and at any adjournments.
(Continued on reverse side)
<PAGE>
1. UPON THE ELECTION OF DIRECTORS: The nominee for Class III Director is:
Randall W. White
FOR the listed WITHHOLD (INSTRUCTION: To withhold authority to
nominee AUTHORITY vote for any individual nominee, write
to vote for that nominee's name in the space provided)
listed nominee
------------------------------------------
THE FOREGOING IS AS SET FORTH IN THE NOTICE OF SAID MEETING AND IN THE
ACCOMPANYING PROXY STATEMENT, RECEIPT OF WHICH ARE HEREBY ACKNOWLEDGED.
THIS PROXY WILL BE VOTED AS INDICATED BY THE SHAREHOLDER(S). IF NO CHOICE IS
INDICATED ON THE ABOVE PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL.
THE BOARD OF DIRECTORS KNOW OF NO OTHER PROPOSALS TO COME BEFORE THIS
MEETING. IF ANY OTHER MATTERS COULD BE BROUGHT BEFORE THE MEETING, THE PERSONS
NAMED IN THIS PROXY OR THEIR SUBSTITUTES WILL VOTE THIS PROXY ON SUCH MATTERS IN
ACCORDANCE WITH THEIR BEST JUDGEMENT.
The undersigned hereby revokes any Proxy
heretofore given, and ratifies all that
said Proxies may lawfully do or cause to
be done by virtue hereof.
DATED:_____________________________, 1995
----------------------------------- L.S.
----------------------------------- L.S.
IMPORTANT: Please sign exactly as your
name or names appear on this Proxy and
when signing as attorney, executor,
administrator, trustee or guardian, give
your full title as such. If the signatory
is a corporation, sign the full corporate
name by duly authorized officer. If a
partnership please sign in partnership
name by authorized person(s).
PLEASE SIGN THIS SIDE
- - ----------------------------------------------
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
- - ----------------------------------------------
