SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 sec. 240.14a-11(c) or sec. 240.14a-12
HANDY HARDWARE WHOLESALE, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(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:
- -------------------------------------------------------------------------------
<PAGE>
HANDY HARDWARE WHOLESALE, INC.
8300 Tewantin Drive
Houston, Texas 77061
Dear Shareholder:
You are cordially invited to attend the annual meeting of the shareholders
of Handy Hardware Wholesale, Inc. (the "Company") which will be held at 7:00
p.m. on Wednesday, May 12, 1999 in the Grand Ballroom Salon D of the Hobby
Airport Hilton Hotel, 8181 Airport Blvd., Houston, Texas. Information about the
business of the meeting is set forth in the formal meeting notice and Proxy
Statement on the following pages.
It is important that your shares be represented at the meeting. Whether
or not you plan to attend the meeting in person, we hope that you will vote on
the matters to be considered and sign, date and return your proxy in the
enclosed envelope by April 30, 1999. You may revoke your proxy at any time prior
to its use in the ways explained in the enclosed Proxy Statement, including by
attending the meeting and voting in person.
It is always a pleasure to meet with our shareholders, and we look
forward to seeing as many of you as possible at the annual meeting.
Sincerely,
/s/ James D. Tipton
-------------------------------------
James D. Tipton
President and Chief Executive Officer
March 31, 1999
<PAGE>
HANDY HARDWARE WHOLESALE, INC.
8300 Tewantin Drive
Houston, Texas 77061
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Handy Hardware Wholesale, Inc.:
The annual meeting of shareholders of Handy Hardware Wholesale, Inc. (the
"Company") will be held on Wednesday, May 12, 1999, at 7:00 p.m., in the Grand
Ballroom Salon D of the Hobby Airport Hilton Hotel, 8181 Airport Blvd., Houston,
Texas, for the purpose of considering and acting upon the following:
1. The election of four directors of the Company;
2. The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 23, 1999,
as the record date for determination of shareholders entitled to notice of and
to vote at the meeting or any adjournment thereof.
All shareholders are cordially invited to attend the meeting. However, in
the event you are unable to attend the meeting in person, please sign, date and
return the enclosed proxy by April 30, 1999. For your convenience, there is
enclosed a return envelope, requiring no postage, for use in returning your
proxy. You may revoke your proxy at any time prior to its use in the ways
explained in the attached Proxy Statement, including by attending the meeting
and voting in person.
By Order of the Board of Directors
/s/ Tina S. Kirbie
----------------------------------
Tina S. Kirbie
Secretary
Houston, Texas
March 31, 1999
<PAGE>
HANDY HARDWARE WHOLESALE, INC.
Proxy Statement
for
May 12, 1999 Annual Meeting of Shareholders
General Information
This Proxy Statement, with the enclosed proxy card, is first being mailed
to the shareholders of Handy Hardware Wholesale, Inc. (the "Company" or "Handy
Hardware") on or about March 31, 1999, in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the annual
meeting of shareholders, which will be held in the Grand Ballroom Salon D of the
Hobby Airport Hilton Hotel, 8181 Airport Blvd., Houston, Texas at 7:00 p.m. on
Wednesday, May 12, 1999, or, at any adjournment thereof. The accompanying Notice
of Annual Meeting of Shareholders sets forth the purposes of the annual meeting.
A shareholder may revoke a proxy at any time before its exercise by executing a
subsequent proxy, personally appearing at the meeting and casting a contrary
vote or giving notice of revocation to the Secretary of the Company; provided,
however, no such revocation shall be effective until notice of revocation has
been received by the Company at or prior to the annual meeting. The shares
represented by proxies in the form solicited by the Board of Directors will be
voted at the meeting. Where a choice is specified with respect to a matter to be
voted upon, the shares represented by the proxy will be voted in accordance with
such specification. If no choice is specified, such shares will be voted as
stated on the enclosed proxy card.
The principal executive offices of the Company are located at 8300 Tewantin
Drive, Houston, Texas 77061, and its telephone number is (713) 644-1495.
Holders of record of the Company's Class A Common Stock, $100.00 par value,
are the only holders entitled to receive notice of and to vote at the meeting.
At the close of business on March 23, 1999 (the "Record Date") the Company had
8,970 shares of Class A Common Stock issued and outstanding, the holders of
which are entitled to one vote per share.
The Annual Report to Shareholders covering the fiscal year ended December
31, 1998 has been mailed along with this Proxy Statement to each
shareholder entitled to vote at this Annual Meeting.
The cost of soliciting proxies will be borne by the Company. Solicitation
of proxies will be primarily by mail. Following the original mailing of the
proxy soliciting material, regular employees, officers or directors of the
Company may also solicit proxies by telephone, telecopier, telegraph or in
person.
1
<PAGE>
Election of Directors
The following four persons have been nominated for election at the 1999
annual meeting as members of the Board of Directors:
If Elected, Term as
Nominee Director Will Expire
------- --------------------
Norman J. Bering II 2002
Susie Bracht-Black 2002
Richard A. Lubke 2002
James D. Tipton 2000
Each of these nominees is currently a director of the Company. For further
information on the nominees, see "Directors and Executive Officers" herein.
The Board of Directors has ten members. The Bylaws of the Company provide
that each year the shareholders of the Company shall elect three of the ten
members of the Board of Directors for three-year terms. One member of the Board
of Directors, who shall serve as the President of the Company, is elected for a
one-year term, and need not be a shareholder of the Company. The other directors
must be shareholders. To be elected, a nominee must receive a majority of the
votes cast for his position. Unless a shareholder otherwise specifies therein,
each proxy will be voted for the nominees for directors listed. In case any
nominee shall for any reason become unavailable or unable to serve as a
director, unless a contrary choice is indicated, all proxies will be voted for
the election of such person as the individuals named in the enclosed proxy deem
appropriate. Management is not aware of any circumstances likely to cause any of
the nominees to become unavailable for election as a director.
The Board of Directors recommends that the shareholders vote FOR the
election as directors of Norman J. Bering II, Susie Bracht-Black, Richard A.
Lubke and James D. Tipton.
Directors and Executive Officers
Directors and Director Nominees
The following table sets forth certain information relating to the current
directors of the Company, the director nominees and their periods of service.
Messrs. Tipton, Bering, Lubke and Ms. Bracht-Black who are currently directors,
are nominees for director.
2
<PAGE>
<TABLE>
<CAPTION>
Director Term as Director
Name Age Position Since Will Expire
- ---- --- ---------- ------- -----------
<S> <C> <C> <C> <C>
Weldon D. Bailey 50 Director 1974 2001
Norman J. Bering, II 49 Director 1976 1999
Susie Bracht-Black 43 Director 1993 1999
Virgil H. Cox 41 Chairman 1991 2000
Samuel J. Dyson 43 Director 1995 2001
Robert L. Eilers 71 Director 1982 2000
Richard A. Lubke 55 Director 1998 1999
Jimmy T. Pate 51 Director 1998 2001
James D. Tipton 74 Director 1980 1999
Leroy Welborn 63 Director 1994 2000
</TABLE>
Each of the director nominees and the current directors whose terms of
office will continue after the annual meeting of shareholders, other than Mr.
Tipton, is an executive officer, director and/or shareholder of a Member-Dealer
firm engaged in the retail hardware business, as summarized in the following
table:
<TABLE>
<CAPTION>
Name Member-Dealer Location Employed Since
---- ------------- --------- --------------
<S> <C> <C> <C>
Weldon D. Bailey Jot-Em-Down Store (J.E.D.S.), Inc. Houston, Texas 1969
Norman J. Bering, II Bering Home Center, Inc. Houston, Texas 1972
Susie Bracht-Black Bracht Lumber Company, Inc. Rockport, Texas 1971
Virgil H. Cox Cox Hardware, Inc. Houston, Texas 1985
Samuel J. Dyson M&D Supply, Inc. Beaumont, Texas 1979
Robert L. Eilers Borderland Hardware of Mercedes, Inc. Mercedes, Texas 1969
Richard A. Lubke Handyman Hardware, Inc. Haltom City, Texas 1986
Jimmy T. Pate Pate's Hardware, Inc. Comanche, Texas 1988
Leroy Welborn Leroy Welborn Inc. Tulsa, Oklahoma 1977
</TABLE>
3
<PAGE>
Executive Officers
The following table sets forth certain information relating to the annually
appointed executive officers of the Company and their periods of service:
<TABLE>
<CAPTION>
Executive Officer
Name Age Office Since
---- --- ------ -----------------
<S> <C> <C> <C>
James D. Tipton 74 President, Chief Executive Officer 1980
Tina S. Kirbie 51 Senior Vice President of Finance 1981
Secretary and Treasurer
Daniel H. King 44 Vice President of Merchandising 1991
Duwayne R. Maurer 50 Vice President of Management Information 1995
Systems Operations
David W. Washburn 57 Vice President of Warehouse Delivery Operations 1995
</TABLE>
Meetings, Committees, and Compensation of the Board of Directors
Meetings. During the Company's fiscal year ended December 31, 1998, the
board of directors of the Company held five meetings. Each director attended 100
percent of the board meetings and meetings of committees of which he is a
member, other than Director Lubke, who attended 80% of the board meetings.
Director Pate was elected to fill the unexpired term of former director Larry
Ward, who resigned following the sale of his stores, and attended 100% of all
meetings held subsequent to his election.
Committees. The Company has a standing Nominating Committee, consisting
both of directors and non-director Member-Dealer representatives, charged with
the responsibility of selecting four nominees for director each year to be
presented at the annual shareholders' meeting of the Company. The 1999
Nominating Committee is composed of Jimmy T. Pate (Chairman), Virgil H. Cox
(nonvoting ex-officio member), Harvey Parker, Louie Potetz and Leroy Welborn.
The Nominating Committee generally meets in February of each year, and held one
meeting during the year ended December 31, 1998. The Nominating Committee will
consider the names of potential nominees for director submitted in writing by a
shareholder of the Company. See "Shareholder Proposals for 2000 Annual Meeting."
In May 1993 the board of directors created a standing Compensation
Committee consisting only of directors, charged with the responsibility of
setting the criteria used to determine Mr. Tipton's compensation and making a
recommendation to the board of directors as a whole for its approval. The
Compensation Committee is composed of Virgil Cox, Norman Bering and Samuel Jeff
Dyson. The Compensation Committee held one meeting during the year ended
December 31, 1998.
The Company has no standing audit committee, such functions being performed
by the board of directors as a whole.
4
<PAGE>
Compensation. Directors' compensation is currently $750 per meeting
attended.
Compliance with Section 16 of the Exchange Act. Section 16(a) of the
Exchange Act requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of common stock
of the Company. Officers, directors and greater than 10% shareholders are
required by regulation to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on a review of the copies of Forms
3 and 4 furnished to the Company during the fiscal year beginning January 1,
1998, and ending December 31, 1998, and Forms 5 furnished to the Company with
respect to such fiscal year, the Company's officers, directors and greater than
10% beneficial owners complied with all Section 16(a) filing requirements.
Summary Compensation Table
The following table sets forth certain summary information regarding
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and Senior Vice President of Finance for the fiscal
years ended December 31, 1996, 1997 and 1998. No other executive officer of the
Company earned more than $100,000 for fiscal year 1998.
<TABLE>
<CAPTION>
All Other
Annual Compensation Compensation
------------------------------------------------------ -------------
Name and Principal Position Year Salary Bonus
-------------------------------- ---- ------------------- --------
<S> <C> <C> <C> <C>
James D. Tipton, Chief Executive 1998 $240,000(1) $150,000 $20,702(2)
1997 240,000(1) 130,000 25,943(2)
1996 240,000(1) 110,000 25,624(2)
Tina S. Kirbie, Senior Vice 1998 67,131 45,000 10,695(3)
President of Finance 1997 64,067 41,000 14,016(3)
- ----------------
<FN>
(1) In addition $3,750 was paid in 1998, $3,450 was paid in 1997 and $3,000 in
1996 as compensation for services as a director.
(2) Includes contributions by the Company on behalf of Mr. Tipton to the
Company's Employees Profit Sharing and Savings Plan, which was $14,532,
$20,170 and $18,187 for the years ended December 31, 1998, 1997 and 1996.
The total also includes cash investments by the Company in public mutual
funds for Mr. Tipton's benefit upon retirement, which was $6,170 for the
year ended December 31, 1998 and $5,773 for the years ended December 31,
1997 and December 31, 1996.
(3) Includes contributions by the Company on behalf of Ms. Kirbie to the
Company's Employees Profit Sharing and Savings Plan, which was $10,695 and
$14,016 for the years ended December 31, 1998 and 1997.
</FN>
</TABLE>
5
<PAGE>
Employment Contract With Chief Executive Officer
The Company entered into an employment contract with Mr. Tipton in 1980
when he joined the Company. Under the most recent amendment thereto, effective
December 1998, Mr. Tipton will serve in an executive capacity with the Company
through December 31, 2000. The employment contract provides for an annual base
compensation, including retirement and insurance benefits, of $250,012 for the
years 1996 through 2000. No other executive officer has an employment agreement
with the Company.
Report of Compensation Committee on Executive Compensation
Chief Executive Officer
The compensation of the Company's Chief Executive Officer, Mr. Tipton, is
established by the Company's board of directors as a whole, following
recommendations from the Compensation Committee. Mr. Tipton's compensation
consists principally of salary and an annual bonus. Because of the nature of the
Company's securities and the absence of any public market for the securities,
the Company has no stock option or other stock incentive plans.
Currently, Mr. Tipton's salary is established in advance at approximately a
one-year interval, and is reflected in periodic amendments to his employment
agreement with the Company (in place since he joined the Company in 1980). See
"Employment Contract With Chief Executive Officer" above. In 1995, the
Compensation Committee recommended, and the Board approved, an extension to Mr.
Tipton's employment agreement providing for increases in his previously approved
salary level of $225,000 in 1995 to $250,012 for 1996 and 1997. The term of his
contract has been extended in each of 1996, 1997 and 1998, most recently through
the year 2000, at his current salary level. In December 1998, the Compensation
Committee recommended and the Board approved an extension of Mr. Tipton's
employment agreement to 2000 at his current salary level. Mr. Tipton's bonus is
paid in December each year, based on a recommendation from the Compensation
Committee.
The Compensation Committee believes that the best measure of the Company's
success and of Mr. Tipton's performance is the growth in its sales and number of
Member-Dealers, because these are direct indicators of the degree to which the
Company is fulfilling its Member-Dealers' expectations of providing goods to
them at the lowest possible price. Accordingly, in making its recommendations as
to Mr. Tipton's salary and bonus, the Compensation Committee principally
considers the growth in the Company's sales and in the number of its
Member-Dealers. The Committee's consideration of these factors is subjective in
character, without utilization of a formula or strict numerical criteria.
Performance factors considered in the typical public company, such as growth in
earnings and earnings per share, stock price performance and return on equity,
are not relevant to a hardware cooperative such as the Company. The Company's
shareholders invest in the Company to obtain access to the services it provides,
not in expectation of a return on their investment.
The Committee may also recommend increases in Mr. Tipton's compensation if
it believes his compensation is less than that paid to chief executive officers
of companies with comparable sales revenues. The Committee has not created any
particular group of companies for comparison purposes, or otherwise engaged in a
systematic review of executive compensation at comparable companies. Instead,
the Committee derives information on executive compensation at other companies
in an unstructured manner, principally from trade journals and business
publications.
6
<PAGE>
The Compensation Committee's recommendations regarding Mr. Tipton's
salary in 1996, 1997 and 1998 and its decision to pay him a bonus of $150,000
for 1998, were based principally on the following factors:
o The Company's sales have increased substantially in recent years, from
$120,698,632 in 1996, to $128,112,754 in 1997 and to $146,009,972 in 1998.
o The number of Member-Dealers of the Company increased, from 920 in 1996 and
977 in 1997 to 1,024 in 1998.
o The Committee determined that Mr. Tipton's compensation may be somewhat
less than compensation of chief executive officers of companies with
comparable sales revenues.
Other Executive Officers
Compensation for other executive officers of the Company is normally
determined by the board of directors based upon recommendations made by the
Chief Executive Officer. These recommendations are generally based upon Mr.
Tipton's subjective assessment of individual job performance and an attempt to
achieve longevity among the Company's executives. Unlike the Chief Executive
Officer's compensation, compensation to other executive officers is not based
upon the Company's performance in increasing sales and the number of
Member-Dealers. The compensation of the other executive officers has increased
steadily but moderately in recent years. Only one executive officer received
salary and bonus in 1998 in excess of $100,000.
Compensation Committee
NORMAN J. BERING, II
VIRGIL H. COX
SAMUEL JEFF DYSON
Security Ownership of Certain Beneficial Owners and Management
No shareholder is the beneficial owner of more than five percent of any
class of the Company's voting securities.
The following table shows as of February 28, 1999, the number of shares of
Class A Common Stock, Class B Common Stock and Preferred Stock beneficially
owned by each of the directors, nominees for director, and all executive
officers and directors as a group.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership(1)
---------------------------------------------------------------------
Class A Class B Preferred
Common Stock Common Stock Stock
--------------------- --------------------- ---------------------
Number Percent Number Percent Number Percent
Name of of of of of of of
Beneficial Owner Shares Class Shares Class Shares Class
----------------- ------ ----- ------ ----- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Norman J. Bering, II 10 0.1% 941 1.7% 1,004 1.7%
Weldon D. Bailey 10 0.1% 479 0.8% 497 0.8%
Susie Bracht-Black 10 0.1% 538 1.0% 553 0.9%
Virgil H. Cox 10 0.1% 440 0.8% 440 0.7%
Robert L. Eilers 10 0.1% 265 0.5% 265 0.4%
7
<PAGE>
Leroy Welborn 10 0.1% 120 0.2% 120 0.2%
Samuel J. Dyson 10 0.1% 378 0.7% 378 0.6%
Richard A. Lubke 10 0.1% 730 1.3% 820 1.4%
Jimmy T. Pate 10 0.1% 320 0.6% 340 0.6%
James D. Tipton -- --- --- --- --- ---
All directors, nominees
and executive officers as
a group (9 persons)(2) 90 1.0% 4,211 7.5% 4,417 7.5%
- ----------------
<FN>
(1) All share figures are rounded up to the nearest whole share. All
percentages are rounded to the nearest tenth of a percent. Columns may
not total due to rounding. Shares shown as beneficially owned by the
directors are owned of record by Member-Dealer corporations affiliated
with the director. In some cases, the directors share voting and
investment powers with other members of management of such
corporations.
(2) None of the Company's executive officers, including Mr. Tipton, own
any shares in the Company.
</FN>
</TABLE>
The Company is not aware of any contractual arrangements, the operation of
which may at a subsequent date result in a change in control of the Company. No
change of control in the Company occurred in 1998.
Performance Graph
Under rules adopted by the SEC in 1992, each publicly owned company is
required to provide in its proxy statement a line graph comparing, for the
previous five years, the cumulative total return on its common stock with the
cumulative total return of a broad equity market index and an industry index or
peer group. The Company cannot provide this graph because there is no meaningful
information with respect to cumulative return on any class of the Company's
capital stock. The Company's shareholders invest in the Company to obtain access
to the services provided by the Company, not with any expectation of return on
their investment in the Company's capital stock. The Company's Class A Common
Stock, Class B Common Stock and Preferred Stock are issued only to
Member-Dealers, and to the Company's knowledge, are currently owned only by
Member-Dealers and former Member-Dealers. Each share of the Company's capital
stock is issued for a price of $100, and, if repurchased by the Company, is
repurchased at a price of $100. No class of the Company's capital stock is
listed on an exchange or traded in any other public trading market. The Company
is not aware of any sales or other trades of any shares of the Company's capital
stock, other than the repurchases by the Company for the same $100 originally
paid.
Certain Relationships and Related Transactions
Each of the directors whose term of office will continue after the annual
meeting of the shareholders and each nominee for director of the Company (other
than Mr. Tipton) is affiliated with at least one company that is a Member-Dealer
and a shareholder of the Company. Those Member-Dealers made purchases from the
Company of merchandise in 1998. Purchases made by such companies have been and
will continue to be made in the ordinary course of business and treated by the
Company in exactly the same manner as purchases by other parties. The chart
below lists the name of each director whose term of office will continue after
the annual meeting of the shareholders and each nominee for director and the
purchases from the Company during 1998 by the Member-Dealer(s) with which the
director is affiliated. For information regarding the relationship between each
director and the Member-Dealer(s) as well as the name(s) of the
Member-Dealer(s), see "Directors and Executive Officers" above.
8
<PAGE>
Name of Director Purchases During 1998
- ---------------- ---------------------
Weldon D. Bailey $1,084,052
Norman J. Bering, II 1,968,537
Susie Bracht-Black 3,608,327
Virgil H. Cox 918,165
Samuel J. Dyson 791,089
Robert L. Eilers 447,035
Richard A. Lubke 2,797,830
Jimmy T. Pate 1,055,691
Leroy Welborn 446,605
Independent Public Accountants
The Board of Directors appointed Clyde D. Thomas & Co., as independent
public accountants of the Company for the fiscal year ended December 31, 1998.
Clyde D. Thomas & Co. (formerly Longenecker, Thomas & Co.) has served as
independent public accountants of the Company for a number of years. It is
anticipated that this firm will be reappointed for the fiscal year ended
December 31, 1999 at the annual meeting of directors following the annual
meeting of shareholders. Such appointment does not require ratification or other
action by the Company's shareholders. Representatives of Clyde D. Thomas & Co.
are not expected to be present at the meeting.
Other Business
The Board of Directors does not know of any other business to be presented
at the annual meeting of shareholders. If any other matter properly comes before
the meeting, however, the enclosed proxy card confers upon the persons entitled
to vote the shares represented by such proxy discretionary authority to vote the
same on behalf of the shareholders they represent in accordance with their best
judgment.
Shareholder Proposals for 2000 Annual Meeting
It is anticipated that the 2000 annual meeting of shareholders of the
Company will be held on May 10, 2000. Any proposal to be presented by a
shareholder at the Company's 2000 annual meeting of shareholders must be
received in writing by the Company at its principal executive offices (8300
Tewantin Drive, Houston, Texas 77061) not later than December 11, 1999, so that
it may be considered by the Company for inclusion in its proxy statement and
form of proxy relating to that meeting.
By Order of the Board of Directors
/s/ Tina S. Kirbie
----------------------------------
Tina S. Kirbie
Secretary
Houston, Texas
March 31, 1999
9
<PAGE>
PROXY
HANDY HARDWARE WHOLESALE, INC.
This Proxy is Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be held on May 12, 1999
The undersigned hereby appoints Virgil H. Cox and James D. Tipton or either
of them, each with full power of substitution, attorneys and proxies of the
undersigned to vote as designated below all shares of Class A Common Stock,
$100.00 par value, of Handy Hardware Wholesale, Inc. (the "Company"), which the
undersigned is entitled to vote at the annual meeting of shareholders to be held
Wednesday, May 12, 1999 in the Grand Ballroom Salon D of the Hobby Airport
Hilton Hotel, Houston, Texas at 7:00 p.m., Houston time, and at any adjournment:
(1) ELECTION OF DIRECTORS - The undersigned hereby directs said proxies to
vote:
[ ] FOR the election (except as indicated below) as directors of
Norman J. Bering II, Susie Bracht-Black, Richard A. Lubke and
James D. Tipton for the respective terms set forth in the Proxy
Statement.
Instruction: to withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below:
-----------------------------------------------------------------
[ ] WITHHOLD authority to vote for all nominees listed above.
(2) OTHER MATTERS - The undersigned hereby directs the proxies to vote in
their discretion on such other matters as may come before the meeting.
[ ] YES [ ] NO
This proxy will be voted in accordance with the specifications made hereon.
If no contrary specification is made, it will be voted FOR the election of the
four named director nominees and the proxies will vote in their discretion on
such other matters as may come before the meeting.
Receipt of the Company's Notice of Annual Meeting and Proxy Statement dated
March 31, 1999 is acknowledged.
NAME OF SHAREHOLDER PLEASE SIGN BELOW EXACTLY AS YOUR NAME
APPEARS ON THE ATTACHED LABEL
-------------------------------------
By:
-------------------------------------
(Signature of Officer, Owner)
Title:
-------------------------------
Dated:
------------------------------
Please return the proxy in the enclosed envelope, which requires no postage if
mailed in the United States, by April 30, 1999.
NUMBER OF PEOPLE WHO PLAN TO ATTEND THE MEETING AND HOSPITALITY [____]
CANNOT ATTEND MEETING [____]
<PAGE>
