<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
EDUCATIONAL DEVELOPMENT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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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
Tulsa, Oklahoma 74146-6515
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
July 23, 1998
TO THE SHAREHOLDERS OF
EDUCATIONAL DEVELOPMENT CORPORATION:
The 1998 Annual Meeting of Shareholders of Educational Development
Corporation, a Delaware Corporation ("EDC" or the "Company"), will be held July
23, 1998, at 2:00 P.M., at the Sheraton Tulsa, 10918 East 41st Street, 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 12, 1998 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
/s/ Randall W. White
Randall W. White
Chairman of the Board and President
Tulsa, Oklahoma
June 22, 1998
<PAGE>
EDUCATIONAL DEVELOPMENT CORPORATION
10302 East 55th Place
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 Sheraton Tulsa, 10918 East 41st
Street, Tulsa, Oklahoma, on Thursday, July 23, 1998, 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 22, 1998.
SOLICITATION OF PROXIES
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.
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. 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.
VOTING SECURITIES
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
5,088,105 shares, which was the number outstanding as of June 12, 1998, 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.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of June 12, 1998, 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.
1
<PAGE>
Name and Address of Amount of Beneficial Percent of
Beneficial Owner Ownership Class (1)
------------------ -------------------- -----------
Randall W. White
10385 South 76th E. Ave.
Tulsa, Oklahoma 74133 788,382 (2) 14.8%
Robert D. Berryhill
P.O. Box 740125
Tulsa, Oklahoma 74147-0125 365,000 7.0%
Kennedy Capital Management Inc.
425 N. New Dallas Road, Suite 181
St. Louis, Missouri 63141-6821 348,139 6.8%
- --------------------------
(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 235,200 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of June 12, 1998, 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.
Names of Directors and Amount of Beneficial Percent of
Nominees and Identity of Group Ownership Class (1)
- ------------------------------ -------------------- ----------
G. Dean Cosgrove 20,000 .4 %
John M. Lare 20,850 .4 %
James F. Lewis 83,160 1.6 %
Robert D. Berryhill 365,000 7.0 %
Randall W. White 788,382(2) 14.8 %
All directors and executive officers 1,319,318(3) 24.7 %
as a group (6 persons)
(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 235,200 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(3) Includes 250,200 shares as to which all directors and executive officers
have the right to acquire beneficial ownership through the exercise of
currently exercisable stock options.
2
<PAGE>
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 23, 1998, the term of office of Class I directors expires at the
annual meeting of shareholders in 1999 and the term of office of Class II
directors expires at the annual meeting of shareholders in 2000. 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 2001, and will serve until a successor or
successors are duly elected and qualified. Unless authority to 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 the
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 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
Director
Name and Business Experience Age Class Since
---------------------------- --- ----- -----
Randall W. White 56 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.
CONTINUING DIRECTORS
Director
Name and Business Experience Age Class Since
---------------------------- --- ----- -----
Robert D. Berryhill 52 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.
3
<PAGE>
G. Dean Cosgrove 64 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.
John M. Lare 51 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 57 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-seven years. He
serves on the Oklahoma Bank IV advisory board of directors.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended February 28, 1998, 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 is responsible for assisting management in
establishing long-range plans, budgets and marketing and development
plans. The Committee consists of Messrs. Cosgrove, Berryhill and
White. No separate meetings of this committee were held during the
fiscal year ended February 28, 1998, all committee actions having
been taken by the Board of Directors as a whole during the regular
Board of Directors' meetings.
(ii) The Compensation 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. Berryhill and
Cosgrove. No separate meetings of this Committee were held during the
fiscal year ended February 28, 1998, all committee actions having
been taken by the Board of Directors as a whole during the regular
Board of Directors' meetings.
(iii) The Audit Committee is responsible 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, 1998, all committee actions having been taken by the
Board of Directors as a whole during the regular Board of Directors'
meetings.
The Board of Directors has no nominating committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company purchased on May 28, 1998 from Randall W. White, Chairman of the
Board and President, 135,200 shares of the Company's common stock at a price of
$625,000. The Board of Directors, other than Randall W. White, established the
purchase price based upon the market price of the shares on May 28, 1998. The
Board also granted to Randall W. White an option to repurchase the 135,200
shares at an option price of $4.625 per share. The option expires May 27, 2008.
4
<PAGE>
The Company has an outstanding unsecured loan to John M. Lare, an outside
Director, in the total principal amount of $65,500 at June 12, 1998. This loan
matures February 29, 2000. Interest is payable at 9% per annum. Accrued interest
totalled $4,900 at June 12, 1998.
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 1998. 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 1998, all
Section 16(a) filing requirements were satisfied.
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, 1998, February 28, 1997 and February 29, 1996.
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 1998 $100,800 $20,000 $-0- $-0- -0- $-0- $-0-
Chairman of the 1997 $ 90,000 $20,000 $-0- $-0- -0- $-0- $-0-
Board, President 1996 $ 90,000 $ -0- $-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.
5
<PAGE>
OPTION EXERCISES DURING FISCAL YEAR ENDED FEBRUARY 28, 1998
AND OPTION VALUES AT FEBRUARY 28, 1998
The following table sets forth certain information with respect to options
exercised by the Company's President during the fiscal year ended February 28,
1998, and the number and value of unexercised stock options held by him at the
end of the fiscal year, after giving effect of the two-for-one stock split.
<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 (2) February 28, 1998 (1) February 28, 1998 (3)
<S> <C> <C> <C> <C>
Randall W. White -0- -0- 100,000 $230,000
</TABLE>
(1) All unexercised options were exercisable as of February 28, 1998.
(2) Calculated by multiplying the number of shares acquired on exercise times
the difference between (a) the closing stock price of the Common Stock at
the exercise date and (b) the per share option exercise price.
(3) Calculated by multiplying the number of unexercised options times the
difference between (a) the closing stock price of the Common Stock at
February 28, 1998 and (b) the per share option exercise price.
COMPENSATION COMMITTEE REPORT
The executive compensation policy is subjective and not subject to specific
criteria. The compensation committee considers such factors as sales levels,
earnings per share levels and return on equity in determining executive
compensation.
Robert D. Berryhill
G. Dean Cosgrove
EMPLOYMENT CONTRACTS
The Company has an employment agreement with Randall W. White, President of
the Company, which expires March 1, 2000 and provides for annual compensation of
$110,000.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1999 annual meeting should be
directed to Randall W. White, President of the Company, at 10302 East 55th
Place, Tulsa, Oklahoma 74146-6515, and must be received by the president on or
before March 1, 1999. Any such proposal must comply with the requirements of
Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.
6
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURNS
ON AN INDEXED BASIS
The following graph compares the performance of the Company's Common Stock
with the performance of the Nasdaq Stock Market Total Return Index and the
Nasdaq Non-Financial Stock Index. The Center for Research in Security Prices
("CRSP") Index provided the Nasdaq indices used in this graph. The graph assumes
$100 was invested on February 28, 1993 in each of the Company's Common Stock and
the two Nasdaq indices.
The graph displayed below is presented in accordance with SEC requirements.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance. The graph in no way reflects the Corporation's forecast of future
financial performance.
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
Among the Company, Nasdaq Stock Market Total Return Index
and Nasdaq Non-Financial Stock Index
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
2/28/93 2/28/94 2/28/95 2/29/96 2/28/97 2/28/98
<S> <C> <C> <C> <C> <C> <C>
Educational Development Corporation 100.00 222.92 450.00 833.33 400.00 291.67
Nasdaq Stock Market Total Return Index 100.00 118.34 119.99 167.20 199.47 273.10
Nasdaq Non-Financial Stock Index 100.00 121.06 119.25 166.85 193.08 260.69
</TABLE>
Note: Prior years EDC stock prices restated for 2-1 stock split effective
April 1, 1986.
7
<PAGE>
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, 1998. 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, 1999. 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.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
The proxy statement is accompanied by the Annual Report of the Company for its
fiscal year ended February 28, 1998. 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-K 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, 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
/s/ Randall W. White
Randall W. White
Chairman of the Board and President
Tulsa, Oklahoma
June 22, 1998
8
<PAGE>
EDUCATIONAL DEVELOPMENT CORPORATION
10302 East 55th Place, Tulsa, Oklahoma 74146
PROXY
THIS PROXY IS BEING SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
ANNUAL MEETING OF SHAREHOLDERS, JULY 23, 1998
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 the Sheraton Tulsa, 10918 East 41st Street,
Tulsa, Oklahoma, on July 23, 1998 at 2:00 o'clock P.M., local time, and at any
adjournments.
(Continued on reverse side)
Please mark
your votes as [X]
indicated in
this example
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 vote
nominee AUTHORITY for any individual nominee, write that
to vote for the nominee's name in the space provided below.)
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 SHOULD 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: , 1998
------------------------------------------------
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
