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 240.14a-11(c) or 240.14a-12
ENNIS BUSINESS FORMS, INC.
(Name of Registrant as Specified In Its Charter)
ENNIS BUSINESS FORMS, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
Ennis Business Forms, Inc.
107 North Sherman
Ennis, Texas 75119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 19, 1997
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Ennis Business Forms, Inc., a Texas corporation (the "Company"), 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 19, 1997 for
the following purposes:
1. To elect three directors for terms ending in 2000;
2. To consider the selection of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending
February 28, 1998; and
3. To transact such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on April 15, 1997
are entitled to notice of, and to vote at, the meeting or any adjournment
or adjournments thereof. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting,
for purposes of determining the presence or absence of a quorum for the
transaction of business. Neither abstentions nor broker non-votes are
counted as voted either for or against a proposal.
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, 1997, which contains financial statements and other
information of interest to shareholders, is being mailed to you herewith.
By Order of the Board of Directors,
VICTOR DITOMMASO
Secretary
Ennis, Texas
May 15, 1997
Ennis Business Forms, Inc.
107 North Sherman
Ennis, Texas 75119
Telephone (972) 872-3100
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 19, 1997
First Mailed to Shareholders on May 15, 1997
The holders of the Company's Common Stock of record at the close of
business on April 15, 1997 are entitled to vote at the Annual Meeting of
Shareholders, which will be held on June 19, 1997. 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 therewith.
OUTSTANDING VOTING SECURITIES OF THE COMPANY
At the close of business on April 15, 1997, the Company had issued and
outstanding 16,438,235 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 of Class Beneficial Owner Ownership of Class
Common Stock Franklin Resources, Inc. 1,071,000 shares 6.5%
777 Mariners Island Blvd.,
P. O. Box 7777
San Mateo, California 94403-7777
Common Stock Wells Fargo Bank(Texas),N. A. 845,042 shares 5.1%
1000 Louisiana Street, Sixth Floor
Houston, Texas 77002
Trustee for:
Ennis Business Forms Employee 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.
The following table lists, as of the close of business on April 15,
1997, the Company's stock beneficially owned by each director, each of the
most highly compensated executive officers, and all directors and executive
officers as a group:
Common Stock Beneficial Ownership
Number of Shares
Obtainable
Through
Stock Percent of
Directly Indirectly Option Outstanding
Name/Group Owned Owned Exercise Total Shares
Harry M. Cornell, Jr. 13,500 14,250 (1) -- 27,750 *
James B. Gardner 10,125 -- -- 10,125 *
Harold W. Hartley -- 28,350 (2) -- 28,350 *
Kenneth A. McCrady 215,259 98,384 (3) 42,500 356,143 2.2%
Robert L. Mitchell 59,581 -- 22,500 82,081 *
Thomas R. Price 1,500 -- -- 1,500 *
Pat G. Sorrells 313,750 -- -- 313,750 1.9%
Ewell L. Tankersley 2,625 -- -- 2,625 *
Nelson Ward -- 8,279 (4) 8,125 16,404 *
Charles F. Ray 40,218 5,944 (4) 30,500 76,662 *
All Directors and
Executive Officers as
a Group (10 persons) 656,558 155,207 103,625 915,390 5.6%
(1) Beneficial ownership through family attribution.
(2) Shares held in trust in which Mr. Hartley is one of two
trustees with shared voting power.
(3) 77,625 shares held in trust in which Mr. McCrady is trustee and
has retained beneficial ownership until June 6, 1998. 20,759 shares
held by the Trustee of Ennis Business Forms Employee Stock Ownership
Plan.
(4) Shares held by the Trustee of the Ennis Business Forms Employee
Stock Ownership Plan.
* Indicates less than 1%.
Except as set forth above, management of the Company is not aware of
any other person or group of persons which owns in excess of 5% of the
outstanding Common Stock. Management 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 (Proposal 1)
Provided a quorum is present, a plurality of the votes cast in person
or by proxy by the holders of shares entitled to vote is required to elect
directors. The 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 of the Company. 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
Service
as a
Name of Nominee or Background and Director
Continuing Director Stock Beneficially Owned Age Began
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2000
Robert L. Mitchell Retired President and Chief Operating Officer 63 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 82,081 shares.
Thomas R. Price Owner and President of Price Industries, Inc., 58 1989
Ennis, Texas. Mr. Price has been engaged in
his present occupation since 1975. Director
of Price Bros. Co., Dayton, Ohio. Beneficial
owner of 1,500 shares.
Ewell L. Tankersley Ranching and Investments. Since his 64 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 2,625 shares.
CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1998
Harold W. Hartley Retired. Mr. Hartley has been retired since 73 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. 58 1995
Mr. Sorrells has been engaged in the ranching
and private investment business for more than
five years. Mr. Sorrells previously served as a
director of the Company from June 1982 to
April 1989. Beneficial owner of 313,750 shares.
Kenneth A. McCrady Chairman of the Board and Chief Executive 66 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 356,143 shares.*
CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1999
Harry M. Cornell, Jr. Chairman of the Board, Chief Executive 68 1973
Officer and Director of Leggett & Platt, Inc.,
Carthage, Missouri for more than the past
five years. Director of Mercantile
Bancorporation, St. Louis, Missouri.
Beneficial owner of 27,750 shares.
James B. Gardner Managing Director of Service Asset Management 62 1970
Company, a financial services firm, 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., from August 1990.
Mr. Gardner has also been a director of Century
Telephone Enterprises, Inc. since 1981.
Beneficial owner of 10,125 shares.
Nelson Ward President and Chief Operating Officer of the 55 1996
Company. Mr. Ward was elected to his current
position in September 1996. Prior to that he served
as Vice President - Sales and Marketing since
September 1992 and has been continuously employed
by the Company since 1971. Beneficial owner
of 16,404 shares.
* 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 attended 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 five meetings during the fiscal year ended
February 28, 1997. The board's audit, executive compensation and stock
option and nominating committees each held two meetings. Mr. Cornell was
unable to attend two meetings. 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 a discussion of the purpose of the Committee and the names
of the Directors who serve on 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 candidates, 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. Gardner and Mr. Sorrells.
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 subject to ratification 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 historically has
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, a non-qualified plan and income
protection plans which provide death and disability benefits to key
employees. The non-qualified plan adopted in 1994 is a replacement benefit
for those members of management whose prospective retirement income benefit
accruals were reduced as a result of an amendment to the defined benefit
retirement plan effective February 28, 1994.
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 1996 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 83% of the
maximum for his position in the Company's salary administration system;
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 September 1996 Director's meeting, Mr. Ward was named Chief
Operating Officer of the Company and his salary was set at the annual rate
of $120,000 (68% of the maximum). No performance bonus was paid to Mr.
Ward for the year ended February 28, 1997. In 1995 a performance bonus of
$18,020 was earned under cash bonus plans for all executive officers (other
than the Chief Executive Officer) based on sales and earnings for the year
ended February 28, 1995 in relation to predetermined targets approved by
the Committee.
The Compensation Committee believes the actions taken regarding
executive compensation were appropriate in view of individual and corporate
performance.
James B. Gardner - Chairman Thomas R. Price Pat G. Sorrells
SUMMARY COMPENSATION TABLE *
Long-Term
Compensation
Awards
Number of
Securities
Name and Principal Annual Compensation(c) Underlying All Other
Position(a)(b) Year Salary Bonus Other Options Compensation(d)
Kenneth A. McCrady 1997 $180,000 -- -- -- $12,767
Chairman of the Board and 1996 180,000 -- -- -- 12,352
Chief Executive Officer 1995 180,000 -- -- -- 11,936
Nelson Ward 1997 $103,423 -- -- 20,000 $ 5,092
President and Chief 1996 90,100 -- -- -- 4,926
Operating Officer 1995 84,078 $18,020 -- -- 4,760
Charles Ray 1997 $153,508 -- -- 20,000 $ 3,656
Vice President - 1996 150,600 -- -- -- 3,537
Administration 1995 147,326 $30,120 -- -- 3,418
* There were no Restricted Stock Awards, SARs or LTIP Payouts during the
three most recent fiscal years.
(a) This table includes all executive officers whose compensation exceeds
$100,000 for the most recent fiscal year.
(b) Mr. Ray served as President and Chief Operating Officer until
September 1996 when he assumed his current position.
(c) All amounts are for fiscal years ended February 28 or 29.
(d) 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 1,500 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>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<CAPTION>
Number of % of Total
Options/ Potential Realizable
Securities SARs Value at Assumed
Underlying Granted to Annual Rates of Stock
Options/ Employees Exercise or Price Appreciation for
SARs in Fiscal Base Price Expiration Option Term
Granted(1) Year Per Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Nelson Ward 15,000 16.2% $11.06 (2) 06/20/06 $104,340 $264,405
5,000 5.4% $11.38 (3) 09/18/06 $35,785 $90,685
Charles F. Ray 20,000 21.6% $11.06 (2) 06/20/06 $139,120 $352,540
<FN>
(1) Total number of options granted to employees during fiscal 1997 was 92,500.
(2) Options become exercisable in increments of 25% per year (cumulative)
beginning June 20, 1998.
(3) Options become exercisable in increments of 25% per year (cumulative)
beginning September 18, 1998.
(4) No stock options were granted to Mr. McCrady during the last fiscal year.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Unexercised Value of Unexercised In-
Options at Fiscal The-Money Options
Year End at Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
Kenneth A. McCrady 42,500 2,500 $14,400 $ --
Nelson Ward 8,125 21,500 $ 3,240 $ 1,050
Charles F. Ray 30,500 22,500 $ 8,640 $ 1,400
Note: No shares were acquired upon the exercise of a stock option during
the last fiscal year.
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
(1) The Company has a noncontributory retirement plan which covers
substantially all of the employees of the Company and certain of 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,
1997 the maximum annual compensation covered by the plan is limited to
$160,000. 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 table
presents annual benefit amounts for remuneration above the current
$160,000 since a) the $160,000 maximum can increase with inflation and
b) prior to 1994 the maximum annual compensation limitation was more
than $160,000.
The number of full years of continuous service as of February 28, 1997
for Mr. McCrady, Mr. Ward and Mr. Ray, were 26, 25 and 33,
respectively.
FIVE-YEAR PERFORMANCE COMPARISON (1)
The graph 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).
2/28/92 2/28/93 2/28/94 2/28/95 2/29/96 2/28/97
S&P 500 $100 $111 $120 $129 $173 $219
Ennis Business Forms, Inc. $100 $ 94 $ 85 $ 79 $ 68 $ 70
Peer Group $100 $100 $122 $123 $159 $205
Assumes $100 invested on February 28, 1992 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., New
England Business Services, Inc., The Reynolds & Reynolds Company, and
Ennis Business Forms, Inc. Duplex Products, Inc. was acquired in 1996
by The Reynolds & Reynolds Company but remains a part of the peer group
for prior years.
CERTAIN TRANSACTIONS
There were no significant transactions between the Company and any
directors or officers during the past fiscal year.
SELECTION OF AUDITORS (Proposal 2)
Independent auditors are to be selected at the meeting and it is
intended that persons named in the accompanying form of 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 28, 1998.
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
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 form of 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, 1997 filed with the Securities and Exchange
Commission. Such written request should be directed to Mr. Victor
DiTommaso, Secretary, Ennis Business Forms, Inc., 107 North 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 form of Proxy for the 1998 Annual Meeting of
Shareholders, such proposals must be received by the Secretary of the
Company no later than 120 days in advance of May 15, 1998.
By Order of the Board of Directors
KENNETH A. MCCRADY
Chairman
Ennis, Texas
May 15, 1997
PROXY PROXY
ENNIS BUSINESS FORMS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Kenneth A. McCrady, Nelson Ward
and Victor DiTommaso, or anyone or more of them, as Proxies, each with
the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all the
shares of common stock of Ennis Business Forms, Inc. held of record by
the undersigned at the close of business on April 15, 1997 at the
annual meeting of shareholders to be held June 19, 1997 or any
adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed and dated on the other side)
ENNIS BUSINESS FORMS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
For Withhold For All
1. Election of Directors for All All (Except nominee(s)
Term Ending in 2000- written below)
Nominees: Robert L. Mitchell,
Thomas R. Price and Ewell L. Tankersley
2. Proposal to approve the For Against Abstain
selection of KPMG Peat Marwick
LLP as independent auditors for the
fiscal year ending February 28, 1998.
3. In their discretion, the Proxies For Against Abstain
are authorized to vote upon such
other business as may properly
come before the meeting.
This proxy when properly
executed will be voted in the
manner directed herein by the
undersigned shareholder. 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 at left. When shares
are held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, etc., 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.
Dated: , 1997
Signature
Signature if held jointly
PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
