BMC FUND, INC.
POST OFFICE BOX 500, 800 GOLFVIEW PARK
LENOIR, NORTH CAROLINA 28645
704-758-6100 extension 22
704-754-7335 fax
June 28, 1996
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, NW
Washington, DC 20549
Re: BMC Fund, Inc. - Definitive Proxy Materials
Ladies or Gentlemen:
We hereby transmit electronically the notice of the
annual meeting, proxy statement and form of proxy
schedule to be mailed by BMC Fund, Inc. ("the
Company") on or about July 1, 1996, in connection
with the annual meeting of shareholders of the
Company to beheld July 27, 1996.
A filing fee in the amount of $125.00, pursuant to
Item 22(a)(2) of Schedule 14A will be sent by wire
transfer.
Please contact the undersigned or E. D. Beach,
President (704-758-6102) with your questions or
comments.
Yours very truly,
/s/ Carol Frye
Carol Frye
Assistant Secretary and
Assistant Treasurer
Enclosures
<PAGE>
BMC FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 1996
NOTICE IS HEREBY GIVEN THAT the annual
meeting of shareholders of BMC
Fund, Inc. (the "Corporation") will be held on
Saturday, July 27, 1996, at 10:00 a.m., at Linville
Ridge Country Club, Linville, NC 28646, for the
following purposes:
1. To elect 13 directors to hold office
until the next annual meeting of shareholders and
until their successors have been elected and
qualified.
2. To ratify or reject the selection by
the Board of Directors of the firm of Deloitte &
Touche as the Corporation's auditor.
3. To transact such other business as
may properly come before the meeting.
Only shareholders of record as of the
close of business on June 1, 1996 are entitled to
notice of, and to vote at, the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
FORM OF PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU
MAY WITHDRAW YOUR PROXY AT THAT TIME AND VOTE IN
PERSON.
July 1, 1996 By Order of the Board of Directors
Paul H. Broyhill
Chairman of the Board
<PAGE>
BMC FUND, INC.
Golfview Park
Lenoir, North Carolina 28645
(Tel.: (704) 758-6102)
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 1996
This proxy statement is furnished in
connection with the solicitation by BMC Fund,
Inc.(the "Corporation") of proxies for use at the
annual meeting of shareholders to be held at
Linville Ridge Country Club, Linville, North
Carolina 28646 on Saturday, July 27, 1996, at
10:00 a.m., and at any and all adjournments
thereof, for the purpose of considering and acting
upon the matters specified in the accompanying
notice of the meeting and detailed below. The
Corporation is soliciting such proxies by mail on
behalf of its Board of Directors and is bearing the
expenses of the solicitation. This proxy statement
and the enclosed proxy form are first being sent to
shareholders on or about July 1, 1996.
The Board of Directors has fixed the
close of business on June 1, 1996 as the record
date for the determination of shareholders entitled
to notice of and to vote at the meeting. On the
record date, 4,933,281 shares of Common Stock of
the Corporation were issued and outstanding, each
share being entitled to one vote. Information
concerning beneficial ownership of Common Stock by
principal shareholders and by the management of the
Corporation is set forth below. See "Principal
Shareholders" and "Election of Directors."
Shares represented by proxies will be
voted by the proxy agents named therein unless such
proxies are revoked. The proxy agents will vote
the proxies that they hold in accordance with the
choices specified by the person giving the proxy.
If the enclosed proxy reflects no specification but
is properly signed, the proxy agents will vote the
shares represented thereby for the election of the
slate of nominees listed on the proxy and in favor
of the ratification of the appointment of
accountants.
Any shareholder who submits the
accompanying proxy has the right to revoke it by
notifying the Secretary of the Corporation in
writing at any time prior to the voting of the
proxy. A proxy is suspended if the person giving
the proxy attends the meeting and elects to vote in
person.
A majority of votes entitled to be cast
on a particular matter, represented in person or by
proxy, constitutes a quorum for purposes of matters
to be considered at the annual meeting. Once a
share is represented for any purpose at a meeting,
it is considered present for quorum purposes for
the remainder of the meeting and any adjournment
thereof (unless a new record date is set for the
adjourned meeting). Shares which are withheld as
to voting with respect to one or more nominees for
director and abstentions are counted in determining
the existence of a quorum.
The Board of Directors is not aware of
any business to come before the meeting other than
the matters described in the accompanying notice of
the meeting. If any other matters of business are
properly presented at the meeting, however, the
proxy agents will vote upon such matters in
accordance with their best judgment.
The Corporation will furnish, without
charge, a copy of its annual report (and the most
recent semi-annual report succeeding the annual
report, if any) for the fiscal year ended March 31,
1996 to a shareholder upon request. Any such
request should be directed to the Assistant
Secretary of the Corporation by writing to Carol
Frye at the Corporation, Golfview Park, Lenoir,
North Carolina 28645. (A stamped, addressed
postal card is enclosed for use in requesting such
report.) This annual report was previously
furnished to shareholders on May 28, 1996.
ELECTION OF DIRECTORS
The bylaws of the Corporation provide
that the number of directors of the
Corporation shall be not less than three nor more
than 17. Unless contrary action is specified by a
shareholder on the enclosed proxy, the proxy agents
named in the proxy intend to vote the proxies
received by them for the election of the 13
nominees listed below, who, if elected, will hold
office until the next annual meeting of
shareholders and until their respective successors
have been elected and qualified. Information about
the nominees' beneficial ownership of the
Corporation's Common Stock as of June 1, 1996 is
set forth in the following table, and information
about their business experience is set forth in the
paragraphs that follow the table.
Amount and Nature of Beneficial
Ownership of Common Stock
Voting and Percent of
Investment Power Outstanding
Name and Age Sole Shared Common Stock
Clarence E. 39,700 230(1) (2)
Beach (86)
E. D. 300 87,183(1)(3) 1.8%
Beach (71)*
James T. See "Principal Shareholders"
Broyhill (68)*
Paul H. See "Principal Shareholders"
Broyhill (72)*
William E. 3,240 0 (2)
Cooper (74)
Lawrence Z. 200 0 (2)
Crockett (74)
Willard A. 166,469 661,877 16.8%
Gortner (70)*
Allene B. See "Principal Shareholders"
Heilman (74)*
Harry 200 6,060 (2)
Heltzer (84)
Clarence 20,000 1,300 (2)
A. Holden (80)
Gene A. 25 0 (2)
Hoots (57)
Dolph W. 25 -- (2)
von Arx (61)
Michael 25 -- (2)
Landry (50)
All directors
and officers
as a group
(14 persons) 2,827,115 1,007,190 77.7%
__________________________
* Interested person of the Corporation as defined
in the Investment Company Act of 1940.
(1) Includes 230 shares owned by a trust for J. E.
Broyhill, of which Clarence E. Beach, E. D. Beach
and Paul H. Broyhill are trustees.
(2) Total shares represent less than 1.0% of the
Corporation's outstanding Common Stock.
(3) See note (2) to the table beneath the heading
"Principal Shareholders" elsewhere in this Proxy
Statement.
Mr. Clarence E. Beach served Broyhill
Furniture Industries, Inc. and its
predecessors("BFI") in an executive capacity,
including as a Senior Vice President and a
director, for over 20 years until his retirement in
December 1980. He also held the title of Secretary
of the Corporation until December 1980.
Mr. E. D. Beach, a Certified Public
Accountant, retired in February 1986 as Vice
President and Vice Chairman of the Board of BFI,
which he had served in an executive capacity for
over 10 years. He is President of the Corporation
and has served as a director from 1976 until March
1981 and from April 1981 until the present. He is
a director and holds executive positions with
Broyhill Industries, Inc. and P. B. Realty, Inc.,
the Corporation's two wholly owned subsidiaries, and
with Broyhill Investments, Inc.
("Broyhill Investments"), an affiliate of the
Corporation. Mr. Beach also is a director of 18
funds sponsored by Prudential Securities, Inc. or
its affiliates: Command Money Fund, Command
Government Fund, Command Tax-Free Fund, Government
Income Fund, Global Government Plus Fund, Mortgage
Income Fund, Equity Fund, Inc., California
Municipal Fund, Municipal Series Fund, Equity
Income Fund, Allocation Fund, Municipal Bond Fund,
Global Natural Resources Fund, Global Genesis
Fund, Total Return Fund Inc., Multi-Sector Fund,
Inc., Special Money Market Fund, Inc. and The
BlackRock Government Income Trust. Mr. Beach also
is President and a director of First Financial
Fund, Inc., High Yield Plus Fund, Inc. and the
Global Utility Fund, Inc. Mr. Beach is an
interested person of the Corporation by virtue of
his serving as President of the Corporation.
Mr. James T. Broyhill served as the
Secretary of the North Carolina Department of
Economic and Community Development from February
10, 1989 until March 31, 1991. From January 1984 to
February 1989, Mr. Broyhill served as Chairman of
The North Carolina Economic Development Board. Mr.
Broyhill was a United States Senator for North
Carolina from his appointment in July 1986 until
November 1986. Prior to serving as United States
Senator, Mr. Broyhill served North Carolina as a
Representative in the United States House of
Representatives for over 23 years. Mr. Broyhill is
an interested person of the Corporation by virtue
of his beneficial ownership of more than five
percent of the Corporation's Common Stock. See
"Principal Shareholders."
Mr. Paul H. Broyhill served BFI as
President until 1980, Chief Executive Officer until
1984 and Chairman of the Board until 1986. He
resigned as Vice President and a director of BFI's
parent company, Interco Incorporated, effective
December 31, 1985. He has been Chief Executive
Officer and Chairman of the Board of Directors of
the Corporation since 1976 and is Chairman and a
director of the Corporation's two wholly owned
subsidiaries. He is also Chairman and a director
of Broyhill Investments, an affiliate of the
Corporation. Mr. Broyhill is a trustee of
Mackenzie Series Trust and Ivy Funds and a director
of Mackenzie Funds, Inc., all of which are
registered investment companies. He serves as a
member of the audit committee of these funds. Mr.
Broyhill is an interested person of the Corporation
by virtue of his serving as Chief Executive Officer
of the Corporation and his beneficial ownership of
more than five percent of the Corporation's Common
Stock. See "Principal Shareholders."
Mr. William E. Cooper was associated with
Dallas Market Center Company (a wholesale
merchandise mart in Dallas, Texas) for 25 years.
He served that company during its development in
various executive capacities starting as Vice
President and General Manager in 1958, and was
Chairman of the Board of Directors and Chief
Executive Officer prior to his retirement in 1983,
when he was voted Chairman Emeritus. Concurrently,
Mr. Cooper served as President or Chairman of the
World Trade Center Company, Houston Decorative
Center and Dallas Market Center Development
Company. He is past Chairman of the Dallas/Fort
Worth International Airport Board.
Mr. Lawrence Z. Crockett was, until 1978,
a Director and the Chief Executive Officer of
Mortgage Corporation of the South, a subsidiary of
Bank of Boston. His career spanned over 25 years
in the mortgage banking industry and subsequent to
1978 he has been an investor in and developer of
various entrepreneurial activities mostly involved
in real estate.
Mr. Willard A. Gortner served as a Vice
President--Sales Division of Smith Barney, Harris
Upham & Co., Inc., prior to his taking medical
leave in May 1981 and his retirement in 1982. He
has served the Corporation as a director from 1976
until March 1981 and from April 1981 until the
present. Mr. Gortner is an interested person of
the Corporation by virtue of his marriage to Satie
E. Gortner, who beneficially owns more than five
percent of the Corporation's Common Stock. See
"Principal Shareholders."
Mrs. Allene B. Heilman, a principal
shareholder of the Corporation, was married to W.
E. Stevens, Jr., who was a director of the
Corporation until his death in June 1983. She is
an interested person of the Corporation by virtue
of her beneficial ownership of more than five
percent of the Corporation's Common Stock. See
"Principal Shareholders."
Mr. Harry Heltzer is a former President,
Chief Executive Officer and Chairman of the Board
of Minnesota Mining & Manufacturing Co., which he
served in executive capacities for many years until
his retirement in 1975.
Mr. Clarence A. Holden was a Vice
President and a director of BFI until his
retirement in December 1980 and served that company
in an executive capacity for over 40 years.
Mr. Gene A. Hoots is a principal in
Cornerstone Capital, a registered investment
adviser serving private and pension fund clients.
Cornerstone Capital is an investment adviser to
Broyhill Family Foundation, Inc. (the
"Foundation"), a nonprofit corporation affiliated
with Paul H. Broyhill and members of his family.
Cornerstone Capital receives annual advisory fees
from the Foundation not to exceed 1% of the value
of the Foundation assets managed by Cornerstone
Capital. From 1986 until June 1988, Mr. Hoots was
Vice President of Reich & Tang, Inc., a New York
investment counseling firm serving private pension
funds, university endowments and individuals.
Prior to joining that firm, Mr. Hoots was employed
by RJR Nabisco, Inc., where for several years he
was responsible for monitoring the investment of
that company's pension and employee savings fund
assets and was involved in other investment
activities.
Dolph W. von Arx is the former chairman,
president and chief executive officer of Planters
LifeSavers Company, an affiliate of RJR Nabisco,
Inc. He retired in 1991 from this position after
33 years in the consumer products business. Mr.
von Arx joined R.J. Reynolds Tobacco Company,
another RJR Nabisco affiliate, in December 1987 as
president and chief executive officer. He became
president of Planters LifeSavers in December 1988.
Mr. von Arx is a former member of the Reynolds
Tobacco and Planters LifeSavers boards of
directors. Prior to joining the RJR organization,
Mr. von Arx was executive vice president of Thomas
J. Lipton, Inc.'s general management group and a
member of its board of directors and executive
committee. Mr. von Arx also serves as a director
of Morrison Restaurants Inc. and Cree Research,
Inc.
Michael Landry has been President of
Mackenzie Investment Management Inc. since August
1987 and is responsible for the portfolio
management of Mackenzie's Global Fund. Mr. Landry
was a Managing Director for Templeton, Galbraith
and Hansberger from 1982 until 1987. During that
period he also served as a Senior Vice President
and Portfolio Manager for Templeton Investment
Counsel, Inc. and in that capacity managed a number
of global pension and foundation portfolios. Mr.
Landry is a past director and founding member of
the International Society of Financial Analysts and
former director of the Association of Canadian
Pension Management.
Messrs. von Arx and Landry were elected to
the Board of Directors in August 1993. Gene A.
Hoots was elected to the Board of Directors in
October 1987. Allene B. Heilman and Larry Z.
Crockett were elected as directors in October 1983.
E. D. Beach, William E. Cooper, Willard A. Gortner
and Harry Heltzer were elected to the Board of
Directors in April 1981 (Messrs. Beach and Gortner
having first been elected to the Board in 1976 and
having resigned in March 1981). The remaining
nominees have served on the Board of Directors
continuously since 1976.
Paul and James Broyhill and Allene B.
Heilman are the children of J. E. Broyhill, a
principal shareholder of the Corporation until his
death on July 1, 1988. Mr. Gortner is their
brother- in-law, by virtue of his marriage to Satie
E. Gortner, who is also a daughter of Mr. J. E.
Broyhill and a principal shareholder of the
Corporation.
It is not anticipated that any of the
nominees will be unable or unwilling to serve; but,
if that should occur, the proxies shall be voted
for a replacement nominee designated by the present
Board of Directors or the number of directors to be
elected shall be reduced.
The corporation laws of North Carolina,
under which the Corporation is incorporated,
provide that shareholders of a company, such as the
Corporation, incorporated before July 7, 1957,
under a charter not granting the right of
cumulative voting and which has at the time of the
election of directors one shareholder who owns or
controls more than 25% of the company's voting
stock shall have the right to cumulate their votes
for directors. Paul H. Broyhill is expected to own
or control more than 25% of such voting shares at
such time, and therefore shareholders of the
Corporation shall have the right to cumulate their
votes for the election of directors at the meeting.
When cumulative voting is applicable,
every shareholder entitled to vote at such election
shall have the right to vote, in person or by
proxy, the number of shares standing of
record in his name for as many persons as there are
directors to be elected and for whose election he
has a right to vote, or to cumulate his votes by
giving one nominee as many votes as the number of
such directors multiplied by the number of his
shares shall equal, or by distributing such votes
on the same principle among any number of such
nominees. The proxy agents named in the
accompanying proxy also shall have the right in
their discretion to cumulate votes represented by
the proxies that they hold, and to cast such
cumulated votes for less than all of the nominees,
provided that such agents in no event shall cast a
vote for a nominee with regard to whom authority to
vote has been withheld by the person giving the
proxy.
Under the laws of North Carolina, the
persons receiving a plurality of the votes cast by
the shares entitled to vote will be elected as
directors. The Board of Directors recommends a
vote FOR the entire slate of nominees set forth
above.
ADMINISTRATION OF THE CORPORATION
Administration of the Corporation is
primarily the responsibility of the Corporation's
Chairman and Chief Executive Officer, Paul H.
Broyhill, and its President, E. D. Beach. The
Corporation's portfolio is managed primarily by
such officers, under the supervision of the Board
of Directors. The Corporation has investment
advisory agreements with two investment advisers,
IBJ Schroder Bank & Trust Company ("Schroder") and
W. H. Reaves & Co., Inc. ("Reaves"). Schroder and
Reaves are each responsible for managing
approximately $18,300,000 of the Corporation's
assets. The shareholders of the Corporation
approved the agreements with Schroder and Reaves in
1986 and 1990, respectively, and the Board of
Directors, including a majority of the directors
who are not interested persons of the Corporation,
has approved such agreements annually since such
shareholder approval was obtained. Schroder is
located at One State Street, New York, New York
10004. Reaves is located at 10 Exchange Place,
Jersey City, New Jersey 07032.
The Custodian of the Corporation's
portfolio securities is First Union National Bank
of North Carolina, Charlotte, North Carolina,
pursuant to an Amended and Restated Custodian
Agreement dated as of December 31, 1986.
RATIFICATION OR REJECTION OF AUDITOR
The Board of Directors of the Corporation
has selected the firm of Deloitte & Touche as the
Corporation's auditor for the fiscal year beginning
April 1, 1996, subject to ratification by
shareholders. Deloitte & Touche served as the
Corporation's auditor for the fiscal year ended
March 31, 1996.
Neither Deloitte & Touche nor any of its
members has any direct or indirect financial
interest in or any connection with the Corporation
in any capacity other than as independent public
accountants.
A representative of Deloitte & Touche is
expected to attend the meeting. Such
representative will have an opportunity to make a
statement if he desires to do so and will be
available to respond to appropriate questions.
In order for the Board's selection of
Deloitte & Touche to be effective, the holders of
a majority of the shares entitled to vote at the
meeting must ratify such selection. The Board of
Directors recommends a vote FOR the approval of
such ratification.
PRINCIPAL SHAREHOLDERS
The following table reflects information
concerning those persons known to the Corporation
to own beneficially 5% or more of the Corporation's
Common Stock as of June 1, 1996:
Amount and Nature of Beneficial
Ownership of Common Stock
Voting and Percent of
Name & Investment Power Outstanding
Age Sole Shared Common Stock
Paul H. 1,315,495(1) 295,537(2) 32.7%
Broyhill
135 Claron Place, S.E.
Lenoir, NC
James T. 810,788 130,535 19.1%
Broyhill
1930 Virginia Road
Winston-Salem, NC 27104
Satie E. 661,877 92,717 15.3%
Gortner
PH-1 4601 Gulf Shore Blvd. North
Naples, FL 33940-2215
Allene B. 470,298 0 9.5%
Heilman
941 Bay Esplanade
Clearwater, FL 34630
Broyhill 316,871 0 6.4%
Investments, Inc.
Golfview Park
Lenoir, NC 28645
__________________________
(1) Includes 316,871 shares owned of record by
Broyhill Investments, Inc., the voting stock of
which is principally owned by Paul H. Broyhill and
his immediate family.
(2) Includes 85,973 shares owned of record by
Broyhill Family Foundation, Inc., a non-profit
corporation. By resolution of the Foundation
trustees, E. D. Beach and Paul H. Broyhill control
the voting and disposition of shares of the
Corporation owned by the Foundation. Also includes
230 shares beneficially owned by Clarence E. Beach,
E. D. Beach and Paul H. Broyhill as trustees under
the J. E. Broyhill trust.
MANAGEMENT
Executive Officers
The executive officers of the Corporation
are Paul H. Broyhill, age 72 (Chief Executive
Officer), and E. D. Beach, age 71 (President,
Secretary and Treasurer). Messrs. Broyhill and
Beach have served in executive capacities with the
Corporation and its predecessors for more than five
years.
Compensation
For the fiscal year ended March 31, 1996,
the Corporation paid Paul H. Broyhill and E. D.
Beach an annual salary of $16,000 and $50,000,
respectively, for their services to the Corporation
as executive officers. Directors other than those
who are officers of the Corporation or who are
related by blood or marriage to the Broyhill family
are paid $1,000 per year, plus $1,000 per meeting
attended, for service on the Board. Each such
outside director is paid an additional $1,000 for
each day of attending a committee meeting held
other than on the date of a Board meeting. In
addition, all directors are reimbursed for their
reasonable expenses incurred in attending meetings.
The following table sets forth the
aggregate compensation from the Corporation for the
fiscal year ended March 31, 1996 for each director
and for Paul H. Broyhill and E. D. Beach in their
capacities as directors and executive officers.
The Corporation currently has no pension or
retirement plan for directors or employees.
Name of Person Aggregate Compensation
and Position From Fund
Paul H. Broyhill $16,000
(Chairman, Chief Executive
Officer and Director)
E.D. Beach 50,000
(Director and President)
Clarence E. Beach 2,000
(Director)
James T. Broyhill 0
(Director)
William E. Cooper 3,000
(Director)
Lawrence Z. Crockett 3,000
(Director)
Willard A. Gortner 0
(Director)
Allene B. Heilman 0
(Director)
Harry Heltzer 2,000
(Director)
Clarence A. Holden 3,000
(Director)
Gene A. Hoots 5,000
(Director)
Michael G. Landry 4,000
(Director)
Dolph W. von Arx 3,000
(Director)
Certain Transactions
The Corporation leases its executive
offices from Broyhill Investments, a corporation
controlled by Paul H. Broyhill and members of his
family. The terms of the lease, which have been
approved by the Corporation's Board of Directors,
including those persons who are not interested
persons of the Corporation, provide that the
Corporation and its two wholly owned subsidiaries
shall pay an annual rental of $18,000 to Broyhill
Investments during the term of the lease, which
will expire August 31, 1998.
CORPORATE GOVERNANCE
The Board of Directors met two times
during the fiscal year ended March 31, 1996. The
Board of Directors has an Audit Committee, the
members of which are Harry Heltzer (Chairman),
Clarence E. Beach, William E. Cooper, Lawrence Z.
Crockett, Clarence A. Holden and Gene Hoots. The
Audit Committee is responsible for evaluating the
effectiveness and independence of the Corporation's
independent auditors, inquiring into and
considering the effectiveness of management's
financial and accounting functions and its
implementation of the auditors' recommendations
with respect to internal accounting controls and
recommending to the Board of Directors the
appointment of auditors for the ensuing year. The
Audit Committee had one meeting during the fiscal
year ended March 31, 1996, with all members of the
Committee except Mr. Heltzer in attendance. The
Board of Directors did not have a Compensation or
Nominating Committee during such year. Each member
of the Board except Mr. Heltzer and Mr. Clarence
Beach attended at least 75% of the meetings held by
the Board and any committee(s) on which he or she
served.
SHAREHOLDER PROPOSALS
In order to be included in proxy material
for the 1997 annual meeting of shareholders,
shareholder proposals must be received at
the offices of the Corporation by March 21, 1997.
* * * *<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS BMC FUND, INC.
The undersigned hereby appoints Paul H. Broyhill
and E. D. Beach, or either of them, as agents, each
with the power to appoint his substitute, and
hereby authorizes them to vote, as designated
below, all of the shares of Common Stock of BMC
Fund, Inc. (the "Corporation"), held of record by
the undersigned on June 1, 1996, at the annual
meeting of shareholders to be held on July 27,
1996, or at any adjournment thereof.
1. The election of 13 directors:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked below to vote for all to
the contrary) [ ] nominees listed below ( )
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME IN THE LIST BELOW.)
Clarence E. Beach, E. D. Beach, James T. Broyhill,
Paul H. Broyhill, William E. Cooper, Lawrence Z.
Crockett, Willard A. Gortner, Allene B. Heilman,
Harry Heltzer, Clarence A. Holden, Gene A. Hoots,
Dolph W. von Arx, Michael Landry
2. Ratify the selection of the firm of Deloitte &
Touche as the Corporation's auditor for the fiscal
year beginning April 1, 1996.
APPROVE [ ] DISAPPROVE [ ] ABSTAIN [ ]
3. In their discretion, the proxy agents are
authorized to vote upon such other business as may
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 GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTOR AND TO APPROVE PROPOSAL 2.
Dated __________________, 1996
_______________________________
Signature*
_______________________________
Signature*
*Please sign exactly as the name
appears hereon. When shares are
held in joint accounts, each joint
owner should sign. Executors,
administrators, trustees, guardians,
attorneys and corporate officers
should indicate their titles.
