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:
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<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 10, 2000 in the Grand Ballroom Salon C 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, 2000. 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, 2000
<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 10, 2000, at 7:00 p.m., in the
Grand Ballroom Salon C 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; and
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 21,
2000, 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, 2000. 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, 2000
<PAGE>
HANDY HARDWARE WHOLESALE, INC.
PROXY STATEMENT
FOR
MAY 10, 2000 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, 2000, 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 C of the HOBBY AIRPORT HILTON HOTEL, 8181 Airport Blvd., Houston, Texas at
7:00 p.m. on Wednesday, May 10, 2000, 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.
Only the record holders of the Company's Class A Common Stock, $100.00
par value, are entitled to receive notice of and to vote at the meeting. At the
close of business on March 21, 2000 (the "Record Date") the Company had 9,470
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, 1999 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 2000
annual meeting as members of the Board of Directors:
IF ELECTED, TERM AS
NOMINEE DIRECTOR WILL EXPIRE
James D. Tipton 2001
Virgil H. Cox 2003
Leroy Welborn 2003
Ben J. Jones 2003
Each of these nominees, other than Ben J. Jones, is currently a
director of the Company. Robert L. Eilers whose term expires in 2000 has chosen
not to seek reelection as director, which decision is not based on any
disagreement with 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 also 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 in favor of 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 VIRGIL H. COX, LEROY WELBORN, BEN J. JONES 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, Cox and Welborn who are currently directors, are
nominees for reelection as directors.
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR TERM AS DIRECTOR
NAME AGE POSITION SINCE WILL EXPIRE
- ---- --- ---------- ------- -----------
<S> <C> <C> <C> <C>
Weldon D. Bailey 51 Director 1974 2001
Norman J. Bering, II 50 Director 1976 2002
Susie Bracht-Black 44 Director 1993 2002
Virgil H. Cox 42 Chairman 1991 2000
Samuel J. Dyson 44 Director 1995 2001
Robert L. Eilers 72 Director 1982 2000
Ben J. Jones 54 Nominee -- 2003
Richard A. Lubke 56 Director 1998 2002
Jimmy T. Pate 52 Director 1998 2001
James D. Tipton 75 Director 1980 2000
Leroy Welborn 64 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
Ben J. Jones Ben Jones Hardware Refugio, Texas 1971
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 75 President, Chief Executive Officer 1980
Tina S. Kirbie 52 Senior Vice President of Finance 1981
Secretary and Treasurer
Daniel H. King 45 Vice President of Merchandising 1991
Duwayne R. Maurer 51 Vice President of Management Information 1995
Systems Operations
David W. Washburn 58 Vice President of Warehouse Delivery 1995
Operations
</TABLE>
MEETINGS, COMMITTEES, AND COMPENSATION OF THE BOARD OF DIRECTORS
MEETINGS. During the Company's fiscal year ended December 31, 1999, the
board of directors of the Company held five meetings. Each director attended at
least 80% percent of the board meetings and meetings of committees of which he
is a member, with all but one director attending 100% of all such meetings.
COMMITTEES. The Company has a standing Nominating Committee, consisting
of both directors and non-director Member-Dealer representatives, charged with
the responsibility of selecting four nominees for director each year, one of
whom will also serve as President, to be presented at the annual shareholders'
meeting of the Company. The 2000 Nominating Committee is composed of Weldon D.
Bailey (Chairman), Virgil H. Cox (nonvoting ex-officio member), Susie
Bracht-Black, Rick Alspaugh and John Werner. The Nominating Committee generally
meets in February of each year, and held one meeting during the year ended
December 31, 1999. 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 2001 Annual Meeting."
In May 1993 the board of directors created a standing Compensation
Committee consisting only of directors, charged with 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, 1999.
4
<PAGE>
The Company has no standing audit committee, such functions being
performed by the board of directors as a whole.
COMPENSATION. Each director is paid $750 per meeting attended and $100
per committee 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, 4 and 5 furnished to the Company during the fiscal year beginning
January 1, 1999, and ending December 31, 1999, if any, the Company's officers,
directors and greater than 10% beneficial owners complied with all Section 16(a)
filing requirements.
5
<PAGE>
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, 1997, 1998 and 1999. No other executive officer of the
Company earned more than $100,000 for fiscal year 1999.
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- --------------------------- ---- ------ -----
<S> <C> <C> <C> <C>
James D. Tipton,
Chief Executive Officer 1999 $ 240,000(1) $ 175,000 $ 26,175(2)
1998 $ 240,000(1) $ 150,000 $ 20,702(2)
1997 $ 240,000(1) $ 130,000 $ 25,943(2)
Tina S. Kirbie,
Senior Vice President of Finance 1999 $ 70,475 $ 50,000 $ 15,960(3)
1998 $ 67,131 $ 45,000 $ 10,695(3)
1997 $ 64,067 $ 41,000 $ 14,016(3)
<FN>
- ----------------------------
1 In addition $3,750 was paid in 1999, $3,750 was paid in 1998 and
$3,450 in 1997 as compensation for services as a director.
2 Includes contributions by the Company on behalf of Mr. Tipton to the
Company's Employee Profit Sharing and Savings Plan, totaling $20,005, $14,532
and $20,170 for the years ended December 31, 1999, 1998 and 1997 respectively.
Each of these totals also includes cash investments by the Company in public
mutual funds for Mr. Tipton's benefit upon retirement, amounting to $6,170 for
the years ended December 31, 1999 and 1998 and $5,773 for the year ended
December 31, 1997.
3 Includes contributions by the Company on behalf of Ms. Kirbie to the
Company's Employees Profit Sharing and Savings Plan, totaling $15,960, $10,695
and $14,016 for the years ended December 31, 1999, 1998 and 1997 respectively.
</FN>
</TABLE>
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.
6
<PAGE>
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 these 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, which agreement has been
continually renewed at this salary level and remains effective through the year
2000. 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 Compensation 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 because
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 Compensation 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 Compensation
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.
The Compensation Committee's recommendations regarding Mr. Tipton's
salary in 1997, 1998 and 1999 and its decision to pay him a bonus of $175,000
for 1999, were based principally on the following factors:
o The Company's sales have increased substantially in recent years, from
$128,112,754 in 1997 to $146,009,972 in 1998 and to $158,066,302 in
1999.
o The number of Member-Dealers of the Company continues to increase,
from 977 in 1997 and 1,024 in 1998 to 1,046 in 1999.
7
<PAGE>
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 1999 in excess of $100,000.
COMPENSATION COMMITTEE
NORMAN J. BERING, II
VIRGIL H. COX
SAMUEL JEFF DYSON
8
<PAGE>
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 29, 2000, 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 1.6% 1,004 1.6%
WELDON D. BAILEY 10 0.1% 479 0.8% 497 0.8%
SUSIE BRACHT-BLACK 10 0.1% 668 1.1% 683 1.1%
Virgil H. Cox 10 0.1% 457 0.8% 457 0.7%
ROBERT L. EILERS 10 0.1% 265 0.4% 265 0.4%
BEN J. JONES 10 0.1% 70 0.1% 70 0.1%
LEROY WELBORN 10 0.1% 140 0.2% 140 0.2%
SAMUEL J. DYSON 10 0.1% 448 0.7% 448 0.7%
RICHARD A. LUBKE 10 0.1% 900 1.5% 980 1.6%
JIMMY T. PATE 10 0.1% 400 0.7% 420 0.7%
JAMES D. TIPTON -- -- -- -- -- --
ALL DIRECTORS, NOMINEES
AND EXECUTIVE OFFICERS AS
A GROUP (14 PERSONS)(2) 100 1.0% 4,768 8.0% 4,964 8.0%
<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-Delaer corporations affiilated 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 1999.
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
9
<PAGE>
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 in expectation of a 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 1999. 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 1999 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.
NAME OF DIRECTOR PURCHASES DURING 1999
- ---------------- ---------------------
Weldon D. Bailey $1,194,818
Norman J. Bering, II 1,895,052
Susie Bracht-Black 3,776,345
Virgil H. Cox 903,915
Samuel J. Dyson 1,205,511
Ben J. Jones 557,920
Richard A. Lubke 2,421,112
Jimmy T. Pate 1,014,220
Leroy Welborn 484,673
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, 1999.
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, 2000 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.
10
<PAGE>
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 2001 ANNUAL MEETING
It is anticipated that the 2001 annual meeting of shareholders of the
Company will be held on May 9, 2001. Any proposal to be presented by a
shareholder at the Company's 2001 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 3, 2000, 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, 2000
11
<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 10, 2000
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 10, 2000 in the Grand Ballroom Salon C of the HOBBY AIRPORT
HILTON HOTEL, Houston, Texas at 7:00 p.m., Houston time, or at any adjournment
thereof:
(1) ELECTION OF DIRECTORS - The undersigned hereby directs said proxies to
vote:
[ ] FOR the election (except as indicated below) as directors of
Virgil H. Cox, Leroy Welborn, Ben J. Jones 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, 2000 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 28, 2000.
NUMBER OF PEOPLE WHO PLAN TO ATTEND THE MEETING AND HOSPITALITY [ ]
CANNOT ATTEND MEETING [ ]
