ENNIS BUSINESS FORMS, INC.
107 North Sherman
Ennis, Texas 75119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 1995
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Ennis Business Forms, Inc., a Texas Corporation,
will be held in the Parisian Room, Fairmont Hotel, 1717 N. Akard
Street, Dallas, Texas at 10:00 a.m., Central Daylight Time, on
Thursday, June 15, 1995 for the following purposes:
1. To elect three directors for terms ending in 1998;
2. To consider the selection of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year
ending February 29, 1996;
3. To transact such other business as may properly come
before the meeting.
Only shareholders of record at the close of business on
April 14, 1995 are entitled to notice of, and to vote at, the
meeting or any adjournment or adjournments thereof.
If you do not expect to be present at the meeting, please
date and sign the enclosed form of Proxy and return it promptly
in the enclosed envelope. No postage need be affixed if mailed
in the United States.
A copy of the Company's Annual Report for the fiscal year
ended February 28, 1995, which contains financial statements and
other information of interest to shareholders, is being mailed to
you herewith.
By Order of the Board of Directors,
HARVE CATHEY
Secretary
Ennis, Texas
May 15, 1995
ENNIS BUSINESS FORMS, INC.
107 NORTH SHERMAN
ENNIS, TEXAS 75119
TELEPHONE (214) 875-6581
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 1995
FIRST MAILED TO SHAREHOLDERS ON MAY 15, 1995
The holders of the Company's Common Stock of record at the
close of business on April 14, 1995 are entitled to vote at the
Annual Meeting of Shareholders of Ennis Business Forms, Inc. (the
"Company"), which will be held on June 15, 1995. A form of Proxy
is enclosed for use at such meeting if you are unable to attend
in person. The persons named therein as proxies were selected by
the Board of Directors of the Company. THE PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS OF THE COMPANY AND IS REVOCABLE AT ANY
TIME BEFORE IT IS EXERCISED. THE PROXY MAY BE REVOKED BY WRITTEN
INSTRUCTION ADDRESSED TO THE SECRETARY OF THE COMPANY, OR IF A
SHAREHOLDER ATTENDS THE MEETING AND WISHES TO VOTE HIS SHARES IN
PERSON HE MAY SO DIRECT THE PROXY JUDGES EITHER IN WRITING OR
ORALLY.
The cost of preparing, assembling and mailing the notice of
Annual Meeting, Proxy Statement and form of Proxy and the cost,
which is estimated to be nominal, of further solicitation
hereinafter referred to, is to be borne by the Company. In
addition to the use of the mails, it may be necessary to conduct
some solicitation by telephone, facsimile machine or personal
interview. Any such solicitation will be done by the directors,
officers and regular employees of the Company; and, in addition,
banks, brokerage houses and other custodians, nominees or
fiduciaries will be requested to forward proxy soliciting
material to their principals to obtain authorization for the
execution of proxies on their behalf. The Company will not pay
such persons any compensation for soliciting proxies, but such
persons will be reimbursed by the Company for their out-of-pocket
expenses incurred in connection herewith.
OUTSTANDING VOTING SECURITIES OF THE COMPANY
At the close of business on April 14, 1995, the Company had
issued and outstanding 16,439,871 shares of Common Stock, each
share being entitled to one vote. No other class of stock was
then or is now outstanding.
PRINCIPAL SHAREHOLDERS
The following persons own more than five percent of the
outstanding voting securities of the Company:
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
Common Stock Texas Commerce Bank N.A. 973,998 5.9
1201 Elm Street, P.O. Box 2320
Dallas, Texas 75221-2320
Trustee for:
*Ennis Business Forms Stock Ownership Plan
*This Plan has "pass through" voting rights to the participants
in the Plan. Any shares for which voting instructions are not
received by the Trustee may be voted by the Trustee. The
Trustee has sole power to dispose of or distribute the shares
only in accordance with the respective provisions of the Plan.
As of April 14, 1995 the directors and all directors and
officers as a group beneficially owned securities of the Company
as follows:
AMOUNT AND
NATURE OF
TITLE OF BENEFICIAL PERCENT
CLASS OWNERSHIP OF CLASS
All directors as a group
(9 persons) Common 746,736* 4.5
All directors and officers
as a group(15 persons) Common 796,786* 4.8
*All directors category includes 85,500 shares and all directors
and officers category includes an additional 26,626 shares which
one director, two director-officers and five officers had the
right to acquire within sixty days from April 14, 1995, and
excludes indirect contingent interests of nominees and officers
in shares held by Texas Commerce Bank N.A. as Trustee under the
Plan set forth above. The directors and officers have sole
voting rights and disposition power over the shares.
Except as set forth above, management is not aware of any
other person or group of persons which owns in excess of 5% of
the outstanding Common Stock. The management of the Company is
not aware of any change in control of the Company which has taken
place since the beginning of the last fiscal year and is not
aware of any contractual arrangements or pledges of securities
the operation of the terms of which may at a subsequent date
result in a change in control of the Company.
ELECTION OF DIRECTORS
The attorneys and proxies named in the accompanying form of
Proxy have been designated by the Board of Directors, and they
intend to vote for the election of the persons named below to the
Board of Directors. All of the nominees have previously been
elected by the shareholders. Should any of the nominees become
unavailable for any reason, the shares represented by proxy will
be voted for an alternate nominee who will be designated by
Management. Management has no reason to believe that any of the
nominees will be unavailable for election or service as a
director.
The following table sets forth certain information
concerning each nominee and continuing director. Except as set
forth therein, none of the nominees or continuing directors is an
officer or director of any other publicly-owned corporation or
entity.
YEAR IN
WHICH
NAME OF SERVICE
NOMINEE OR AS A
CONTINUING DIRECTOR
DIRECTOR STOCK BENEFICIALLY OWNED AGE BEGAN
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 1998
Harold W. Hartley
Retired. Mr. Hartley has been retired since 71 1971
December 1986. Prior to that, he served as
a Consultant to Tenneco Financial Services,
Inc. from June 1984. Beneficial owner of
28,350 shares.
Pat G. Sorrells Rancher and Private Investor. 56 1995
Mr. Sorrells has been engaged in the ranching
and private investment business for more than
five years. Mr. Sorrells has previously
served as a director of the Company from
June 1982 to April 1989. Mr. Sorrells was
elected by the Board of Directors to fill the
unexpired term of J. C. McCormick (who
died on February 21, 1995) in April 1995.
Beneficial owner of 307,000 shares.
Kenneth A. McCrady
Chairman of the Board and Chief Executive 64 1971
Officer of the Company. Mr. McCrady has
served in his present position since April
1985, and has been continuously employed by
the Company since 1970.
Beneficial owner of 263,630 shares.*+
CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1996
Harry M. Cornell, Jr.
Chairman of the Board, Chief Executive 66 1973
Officer and Director of Leggett & Platt, Inc.,
Carthage, Missouri. Director of Mercantile
Bancorporation, St. Louis, Missouri.
Beneficial owner of 27,750 shares.
James B. Gardner
Managing Director of a division of 60 1970
Service Management Company, a financial
services firm, and Chairman of a division of
Affiliated Computer Services, Inc., a data
services provider, since May 1994; President
and Chief Executive Officer, Pacific Southwest
Bank, F.S.B. from November 1991, Chairman
of the Board and President of Elm Interests, Inc.,
a corporation formed to acquire and operate
Bluebonnet Savings Bank, F.S.B.; President and
Chief Executive Officer of Marquette National
Life Insurance Company and an officer of its
parent corporation from August 1990 to March
1991; served from July 1987 to August 1990 as
an executive officer of either Bank One, Texas,
N.A., MBank Dallas, N.A. or the Federal Bridge
Bank organized to acquire MBank Dallas, N.A.
Mr. Gardner has also been a director of Century
Telephone Enterprises, Inc. since 1981.
Beneficial owner of 10,125 shares.
Charles F. Ray
President and Chief Operating Officer of the 51 1987
Company. Mr. Ray was elected to his current
position in January 1990. Prior to that he
served as Executive Vice President of the
Company from June 1986, and he has been
continuously employed by the Company since
June 1964. Beneficial owner of 46,150* shares.
CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1997
Robert L. Mitchell
Retired President and Chief Operating Officer 61 1985
of the Company. Mr. Mitchell retired in
December 1989. Prior to that, he served as
President and Chief Operating Officer of the
Company from April 1985, and was continuously
employed by the Company from May 1969.
Beneficial owner of 59,581 shares.
Thomas R. Price
Owner and President of Price Industries, Inc. 56 1989
Ennis, Texas. Mr. Price has been engaged in
his present occupation since 1975. Beneficial
owner of 1,500 shares.
Ewell L. Tankersley
Ranching and Investments. Since his 62 1988
retirement from KPMG Peat Marwick LLP
(formerly Peat, Marwick, Mitchell & Co.) in
June 1985, Mr. Tankersley has engaged in
the business of ranching, private investing,
and, until early 1992, in the private consulting
business. Mr. Tankersley served as an audit
partner with KPMG Peat Marwick LLP from
1966 until his retirement in 1985.
Beneficial owner of 2,645 shares.
*Includes 20,759 shares held for Mr. McCrady by the Trustee under
the Plan described under "Principal Shareholders"; and 5,944
shares held for Mr. Ray.
+Does not include 50,625 shares held in trusts for which Mr.
McCrady is Trustee and in which he claims no beneficial
ownership.
BOARD COMPENSATION
Non-employee directors receive an annual $14,400 retainer
plus $1,000 for each Board meeting and $1,000 for each committee
meeting attended other than in conjunction with a board meeting.
Travel and accommodation expenses of directors incurred with
respect to board and committee meetings are also reimbursed by
the Company. Members of the board who are officers of the
Company or its subsidiaries do not receive any fees for serving
on the board of directors or its committees.
MEETINGS OF BOARD AND COMMITTEES
The Company's board held four meetings during the fiscal
year ended February 28, 1995. The board's audit, executive
compensation and stock option and nominating committees each held
two meetings. One director was unable to attend one meeting. No
committee members missed a meeting.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE. This committee meets with the independent
certified public accountants twice a year to review the annual
audit plan and the results of their audit examination The
committee reviews the effectiveness of the Company's internal
control policies and procedures and considers any issues raised
by the independent certified public accountants. The committee
currently consists of Mr. Tankersley (Chairman), Mr. Hartley and
Mr. Mitchell.
EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE. See
Executive Compensation for discussion of the purpose of the
Committee and the names of the Directors who make-up this
Committee.
NOMINATING COMMITTEE. This committee considers and makes
recommendations to the board regarding any nominee submitted for
election to the board, whether submitted by management, by other
members of the board or by shareholders. Although no nominee has
ever been submitted by shareholders, in the event any shareholder
wishes to nominate a candidate for director, the board of
directors, through this committee, would consider such a
nomination upon receipt of a written nomination, including the
business history of the candidate; mailed to the attention of the
board of directors or upon an oral presentation of the
candidate's qualifications to the board or the committee. The
committee currently consists of Mr. Cornell (Chairman), Mr. Price
and Mr. Tankersley.
EXECUTIVE COMPENSATION
BOARD COMPENSATION COMMITTEE REPORT
The Executive Compensation and Stock Option Committee of the
Board of Directors is composed of the three non-employee
directors listed below. Under the supervision of the Committee,
the Company develops and implements compensation plans for the
Company's executive officers. The Committee sets the salaries
and bonuses of the Chief Executive Officer and the Chief
Operating Officer, reviews and approves salary changes and bonus
plans for other Company executive officers, administers the
Company's stock option plan, and approves stock option grants for
officers and key employees. The decisions of the committee with
respect to the compensation of the executive officers are
submitted to and ratified by the Board of Directors prior to
implementation.
PHILOSOPHY
The compensation philosophy of the Company is to develop and implement
policies that will encourage and reward outstanding financial performance, and
thereby increase shareholder value. The Company believes stock ownership by
employees strengthens the mutual interest of the Company and its shareholders,
and therefore it has implemented an employee stock ownership plan which covers
all Company employees and an incentive stock option plan for officers and key
employees. The Company has historically valued and rewarded sustained
performance, and has designed its compensation programs to achieve this goal.
Maintaining competitive compensation levels in order to attract and retain
executives who bring valuable experience and skills to the Company is a
fundamental consideration within the overall philosophy.
COMPENSATION STRUCTURE
The annual compensation of the executive officers consists of an annual
salary and participation in a cash bonus plan based on sales and earnings in
relation to predetermined targets approved by the Committee. Discretionary cash
bonuses are sometimes paid to executive officers based on performance in
relation to other objectives.
Long-term compensation of executive officers consists of participation,
along with all Company employees, in an employee stock ownership plan and
options granted under an incentive stock option plan in which Company officers
and key employees participate.
All other compensation of executive officers consists of participation in a
defined benefit retirement plan and income protection plans which provide death
and disability benefits to key employees.
EXECUTIVE OFFICER COMPENSATION
To ensure competitive levels of compensation, the Compensation Committee
sets executive officer salaries by reference to salary range midpoints
recommended to the Company by Hay Management Consultants in a study performed in
1987 and adjusted annually by the Company for changes in the Consumer Price
Index. The midpoints adopted by the Company approximate the 10th percentile of
the base salary practices of the approximately 500 industrial companies included
in the Hay Compensation Comparison in July 1987. Hay Management Consultants is
a nationally recognized compensation consulting firm. The Committee has
determined that salaries set at these levels attract and retain career-oriented
employees who perform successfully within the Company's compensation policy,
which emphasizes broad-based compensation plans that reward sustained
performance.
Stock options are granted periodically to reward sustained performance, to
motivate officers and key employees to continue to build shareholder value, and
to increase employee stock ownership.
CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER COMPENSATION
In setting the salary and periodic stock option grants of the Chief
Executive Officer, the Compensation Committee considers the Company's degree of
success in achieving acceptable financial results and expanding business
operations through internal development and strategic acquisitions.
At the June 1994 annual Directors meeting, the Compensation Committee
established the Chief Executive Officer's salary for the following twelve months
at $180,000, the same rate which had been in effect since June 1991. The
committee believes that it could reasonably have justified a higher salary for
the Chief Executive Officer, since his salary is 87% of the midpoint for his
position in the Company's salary administration system and salaries may be as
high as 120% of midpoint; however, the Chief Executive Officer has formally
requested for personal reasons that his annual compensation not be increased
above the level set by the Committee at its June 1991 annual meeting and that he
not participate in any bonus plan other than the Employee Stock Ownership Plan
in which all Company employees participate.
In setting the salary and the discretionary bonus, if any, of the Chief
Operating Officer, the Compensation Committee considers the recommendations of
the Chief Executive Officer, which are based on an evaluation of the performance
of the Chief Operating Officer in relation to his objectives and the position of
his salary in relation to the midpoint.
At the June 1994 annual Directors meeting, the Compensation Committee
established the Chief Operating Officer's salary for the following twelve months
at the annual rate of $150,600 (90% of midpoint), a 6% increase from his
previous annual salary of $141,500. The Chief Operating Officer earned
performance bonuses of $30,120 and $18,395, respectively, under cash bonus plans
for all executive officers (other than the Chief Executive Officer) based on
sales and earnings for the years ended February 28, 1995 and 1994 in relation to
predetermined targets approved by the Committee.
A discretionary bonus was paid in fiscal 1993 to the Chief Operating
Officer for the year ended February 29, 1992.
The Compensation Committee believes the actions taken regarding executive
compensation were appropriate in view of individual and corporate performance.
James B. Gardner - Chairman Harold W. Hartley Thomas R. Price
TABLE 1: SUMMARY COMPENSATION TABLE *
LONG-TERM
COMPENSATION
AWARDS
NAME AND PRINCIPAL ANNUAL COMPENSATION (A) NUMBER OF ALL OTHER
POSITION (B) YEAR SALARY BONUS OTHER OPTIONS COMPENSATION(C)
Kenneth A. McCrady 1995 $180,000 -- -- -- 11,936
Chairman of the Board 1994 $180,000 -- -- 5,000 11,521
and Chief Executive 1993 $180,000 -- -- -- 13,786
Officer
Charles F. Ray 1995 $147,326 30,120 -- -- 3,418
President and Chief 1994 $139,439 18,395 -- 5,000 3,299
Operating Officer 1993 $132,092 12,600 -- -- 3,946
Harve Cathey 1995 $ 89,092 18,400 -- -- 3,806
Vice President -
Finance and
Secretary
Al Lemieux 1995 $ 86,465 18,100 -- -- 1,965
Vice President -
Manufacturing
Nelson Ward 1995 $ 84,078 18,020 -- -- 4,760
Vice President -
Sales and Marketing
*There were no Restricted Stock Awards, SARs or LTIP Payouts during the three
most recent fiscal years.
(a) All amounts are for fiscal years ended February 28 or 29.
(b) This table includes all executive officers whose compensation exceeds
$100,000 for the applicable fiscal years.
(c) Amounts under "All Other Compensation"
represent dividend pass-through payments from the Company's
Employee Stock Ownership Plan. The Employee Stock Ownership
Plan was approved by the shareholders on May 29, 1975.
Approximately 1,300 directors, officers and employees of the
Company and its subsidiaries are eligible to participate.
Contributions may be made in the Company's Common Stock or in
cash which must be invested by the Trustee in Common Stock of
the Company within 30 days of the contribution. There were no
contributions to the Plan for any officer or director during
the three most recent fiscal years.
<TABLE>
TABLE 3: AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
BY FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
OPTION EXERCISES NUMBER OF SECURITIES
IN LAST UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
FISCAL YEAR OPTION/SARS AT FISCAL THE-MONEY OPTIONS/SARS
SHARES VALUE YEAR END AT FISCAL YEAR END
ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Kenneth A. McCrady -- $ -- 15,000 -- $53,745 $ --
Chairman of the Board
and Chief Executive
Officer
Charles F. Ray 2,438 29,776 9,000 -- $32,247 $ --
President and Chief
Operating Officer
Harve Cathey -- -- 2,109 -- $ 7,557 $ --
Vice President - Finance
and Secretary
Al Lemieux -- -- 844 -- $ 3,024 $ --
Vice President -
Manufacturing
Nelson Ward -- -- 3,375 -- $12,092 $ --
Vice President - Sales
and Marketing
</TABLE>
TABLE 4: PENSION PLAN TABLE (1)
Years of Service
Remuneration 15 20 25 30 35
$125,000 $19,392 $25,856 $32,321 $38,785 $45,249
150,000 24,080 32,106 40,133 48,160 56,186
175,000 28,767 38,356 47,946 57,535 67,124
200,000 33,455 44,606 55,758 66,910 78,061
225,000 38,142 50,856 63,571 76,285 88,999
250,000 42,830 57,106 71,383 85,660 99,936
(1) The Company has a noncontributory retirement plan which
covers substantially all of the employees of the Company and
its Subsidiaries. The Plan provides for retirement benefits
on a formula based on the average pay of the highest five
consecutive compensation years during active employment,
integration of certain Social Security benefits, length of
service and a normal retirement age of sixty-five. All forms
of remuneration, including overtime, shift differentials and
bonuses, are covered by the Plan. However, due to
restrictions imposed by the Revenue Reconciliation Act of
1993, effective March 1, 1994 the maximum annual compensation
covered by the plan is limited to $150,000. Future years
maximum can be increased for inflation. The table above sets
forth approximate annual retirement benefits that would be
received under the Plan, computed on the basis of the
specified average annual earnings and years of service.
The number of full years of continuous service as of February
28, 1995 for Mr. McCrady, Mr. Ray, Mr. Cathey, Mr. Lemieux and
Mr. Ward were, 24, 31, 25, 19 and 23, respectively.
FIVE-YEAR PERFORMANCE COMPARISON (1)
The table below provides an indicator of cumulative total
shareholder returns for the Company compared with the S&P 500
Stock Index and a Peer Group (2).
2/28/90 2/28/91 2/29/92 2/28/93 2/28/94 2/28/95
S&P 500 Comp-Ltd $100 $115 $133 $147 $159 $171
Ennis Business Forms, Inc. $100 $ 96 $134 $126 $115 $106
Peer Group $100 $ 92 $103 $103 $125 $126
Assumes $100 invested on February 28, 1990 in Ennis Business
Forms, Inc. Common Stock, the S&P 500 Index and Peer Group Common
Stock.
Total shareholder returns assume reinvestment of dividends.
(1)The data to prepare this performance comparison was obtained
from Standard & Poor's Compustat Services, Inc.
(2)The peer Group consists of the following publicly-held
business forms manufacturers: Moore Corporation, The Standard
Register Company, Wallace Computer Services, Inc., American
Business Products, Inc., Duplex Products, Inc., New England
Business Services, Inc., The Reynolds & Reynolds Company, and
Ennis Business Forms, Inc.
CERTAIN TRANSACTIONS
There were no significant transactions between the Company
and any directors or officers during the past fiscal year.
SELECTION OF AUDITORS
Independent auditors are to be selected at the meeting and
it is intended that persons named in the accompanying Proxy will
vote for KPMG Peat Marwick LLP, Certified Public Accountants, who
have served continuously as auditors of the Company since fiscal
1959. The members of the Audit Committee of the Board of
Directors, Messrs. Hartley, Mitchell, and Tankersley, join with
the remaining members of the Board of Directors in recommending
the selection of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending February 29,
1996. Representatives of the firm will be present at the annual
meeting of shareholders to answer questions and to make any
statements they wish to make regarding the Company's financial
statements. Ratification of the selection of auditors requires
the affirmative vote of the holders of a majority of the shares
voting at the annual meeting.
MISCELLANEOUS
The Management is not aware of any other matters that may be
presented for action at the meeting. In the event that any other
matters should be presented at the meeting for which a vote may
properly be taken, the enclosed Proxy will be voted in such
manner as the persons named in the Proxy shall in their
discretion determine.
THE COMPANY WILL UPON WRITTEN REQUEST FURNISH TO ANY
SHAREHOLDER, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH WRITTEN REQUEST SHOULD
BE DIRECTED TO MR. HARVE CATHEY, VICE PRESIDENT, ENNIS BUSINESS
FORMS, INC., 107 N. SHERMAN, ENNIS, TEXAS 75119.
If you do not expect to attend the meeting, please date,
sign and return the Proxy at your earliest convenience. No
postage is required for mailing in the United States. A prompt
return of your Proxy will be appreciated as it will save the
expense of further mailing.
SHAREHOLDER PROPOSALS
In order for proposals of shareholders to be considered for
inclusion in the proxy statement and proxy for the 1996 Annual
Meeting of Shareholders, such proposals must be received by the
Secretary of the Company no later than 120 days in advance of May
16, 1996.
By Order of the Board of Directors
Kenneth A. McCrady
Chairman
Ennis, Texas
May 15, 1995
SIDE ONE OF THE PROXY CARD TO FOLLOW
ENNIS BUSINESS FORMS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
107 N. SHERMAN STREET
PROXY
ENNIS, TEXAS 75119
The undersigned hereby appoints Kenneth A.
McCrady, Charles F. Ray and Harve Cathey as
Proxies, each with the power to appoint his
substitute, and hereby authorizes them to
represent and to vote, as designated below,
all the shares of common stock of Ennis
Business Forms, Inc. held of record by the
undersigned on April 14, 1995 at the annual
meeting of shareholders to be held June 15,
1995 or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY
(except as marked below) to vote for all nominees,
listed below
For Term Ending in 1998 Harold W. Hartley, Pat G. Sorrells and Kenneth A.
McCrady
(INSTRUCTIONS: To withhold authority to vote for any individual nominee write
the nominee's name on the space provided below)
2.Proposal to approve the selection of KPMG Peat Marwick LLP as independent
auditors for the fiscal year ending February 29, 1996.
FOR AGAINST ABSTAIN
3.In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
FOR AGAINST ABSTAIN
(Continued and to be signed and dated on the other side)
SIDE TWO OF THE PROXY CARD TO FOLLOW
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2 AND IN THE PROXIES DISCRETION ON MATTERS ARISING UNDER 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Signature
Signature if held jointly
DATED ,1995
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
