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
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
[x] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Bestway, 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):
[ ] 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>
BESTWAY, INC.
7800 N. Stemmons, Suite 320
Dallas, TX 75247
-----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held February 24, 2000
-----------------------------
TO THE STOCKHOLDERS OF
BESTWAY, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Bestway, Inc., a Delaware corporation (the "Company"), will be held at 9:00
a.m., Central Daylight Time, at the corporate office, 7800 N. Stemmons, Suite
320, Dallas, TX on Thursday, February 24, 2000 for the following purposes:
1. To elect four (4) Directors of the Company, each to serve until
the next annual meeting of stockholders and until his successor has been duly
elected and qualified; and
2. To consider and act upon the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent public accountants for
the 2000 fiscal year; and
3. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
Management is not aware of any other matters that will come before the
meeting.
The Board of Directors has fixed the close of business on Wednesday,
January 19, 2000 as the Record Date for the determination of stockholders
entitled to notice of and vote at this meeting and any adjournment thereof, and
only stockholders of record at such time will be so entitled to vote.
It is important that your stock be represented at the meeting
regardless of the number of shares you hold. Please complete, sign and mail the
enclosed proxy in the accompanying envelope promptly, whether or not you intend
to be present at the meeting. The proxy is revocable at any time prior to its
exercise.
By Order of the Board of Directors,
/s/ Beth A. Durrett
----------------------
Beth A. Durrett
Secretary
February 1, 2000
Dallas, Texas
<PAGE>
PROXY STATEMENT
BESTWAY, INC.
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
February 24, 2000
--------------------------------------
INTRODUCTION
The accompanying Proxy is being solicited by the Board of Directors of
Bestway, Inc. (the "Company") on behalf of the Company for use at the Annual
Meeting of Stockholders to be held at the corporate office, 7800 N. Stemmons,
Suite 320, Dallas, Texas on Thursday, February 24, 2000 at 9:00 a.m., Central
Daylight Time and at any adjournment thereof. The approximate date of which the
Proxy Statement and the form of Proxy are being sent to stockholders is February
1, 2000. The cost of preparing and mailing the enclosed material is to be borne
by the Company.
Proxies in the accompanying form which are properly executed and duly
returned to the Company will be voted in accordance with the instructions
contained therein. If no instruction is given with respect to any proposal to be
acted upon, the proxy will be voted in favor of the proposals set forth therein.
Each proxy granted may be revoked at any time prior to its exercise by the
subsequent execution and submission of a revised proxy, by written notice to the
Secretary of the Company, or by voting in person at the meeting.
Votes cast by proxy or in person at the Annual Meeting will be counted
by the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote, for
purposes of determining the presence of a quorum and for purposes of determining
the outcome of any matter submitted to the shareholders for a vote. Abstentions,
however, do not constitute a vote "for" or "against" any matter and thus will be
disregarded in the calculation of a plurality or of "votes cast".
The election inspectors will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
that the broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. However, for purposes of determining
the outcome of any matter as to which the broker has physically indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and entitled to vote with respect to that matter (even
though those shares are considered entitled to vote for quorum purposes and may
be entitled to vote on other matters).
In the election of directors ("Directors") to the Board of Directors,
shares present by not voting will be disregarded (except for quorum purposes)
and the candidates for the election receiving the highest number of affirmative
votes of the shares entitled to be voted for them, up to the number of Directors
to be elected by those shares, will be elected and votes cast against a
candidate or votes withheld will have no legal effect.
<PAGE>
VOTING SECURITIES AND VOTE REQUIRED
The only class of voting securities of the Company is its Common Stock,
par value $.01 per share (the "Common Stock"), each share of which entitles the
holder thereof to one vote. As of January 19, 2000, there were 1,756,917 shares
of the Company's Common Stock outstanding and entitled to vote at the meeting or
any adjournment thereof. Assuming the presence of a quorum, the affirmative vote
of a majority of the shares of Common Stock represented and entitled to vote at
the Annual Meeting of Stockholders is required for the adoption of the proposals
set forth herein except for the election of Directors (Proposal No. 1), in which
nominees will be elected by a plurality of the votes of the shares present in
person or by proxy and entitled to vote on the election of Directors.
OWNERSHIP OF BESTWAY, INC. COMMON STOCK
The following table sets forth certain information as of January 1,
2000, obtained from information furnished by the persons named below, concerning
the beneficial stock ownership of each person known to the Company who may be
deemed to be the beneficial owner of more than five percent of the Company's
Common Stock, each Director of the Company and all Directors and executive
officers of the Company as a group. The Company has no other class of equity
securities outstanding other then its Common Stock.
<TABLE>
<CAPTION>
Number of Shares of
Name and Address Common Stock Percent
of Beneficial Owner Beneficially owned (1) of Class
- ------------------------------- --------------------------- --------
<S> <C> <C>
O'Donnell & Masur, L.P. ("O&M") 981,872 55.9%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell(2) 983,872 56.0%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur(3) 981,952 55.9%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
R. Brooks Reed(4) 58,783 3.4%
7800 Stemmons, Suite 320
Dallas, Texas 75247
Jack E. Meyer 16,203 90.0%
7800 Stemmons, Suite 320
Dallas, Texas 75247
All Directors and executive officers 1,088,103 61.9%
as a group (7 persons)
Robert D. Simons 92,517 5.3%
317 Coinbow Drive
Mt. Pleasant, South Carolina 29464
</TABLE>
<PAGE>
(1) Except as noted, beneficial ownership consists of sole voting and
investment power. The inclusion of shares that may be deemed beneficially
owned herein, however, does not constitute an admission that the named
stockholders are direct or indirect beneficial owners of such shares.
(2) Mr. O'Donnell has sole voting power and sole investment power with
respect to 2,000 shares of Common Stock of the Company that he owns
directly. Mr. O'Donnell by virtue of his being a general partner of O&M
may be deemed, for purposes of determining beneficial ownership pursuant
to Rule 13d-3, to own beneficially the 981,872 shares of Common Stock
owned by O&M.
(3) Mr. Masur has sole voting power and sole investment power with respect to
80 shares of Common Stock of the Company that he owns directly. Mr. Masur
by virtue of his being a general partner of O&M may be deemed, for
purposes of determining beneficial ownership pursuant to Rule 13d-3, to
own beneficially the 981,872 shares of Common Stock owned by O&M.
(4) Excludes a total of 71,000 shares of Common Stock of the Company owned by
Mr. Reed's spouse and adult children which Mr. Reed may be deemed
beneficially to own.
ELECTION OF DIRECTORS
(Proposal No. 1)
The By-laws of the Company provide that the number of Directors which
shall constitute the whole Board shall be fixed and determined from time to time
by resolution adopted by the Board of Directors. This year four (4) persons will
comprise the Board and will be elected. Each Director will serve until the next
annual meeting of stockholders and until his successor has been elected and
qualified. The election of Directors requires a plurality of the votes cast at
the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTOR NOMINEES.
It is intended that the shares represented by properly executed proxies
will be voted for the election of the persons listed below except where
authority to so vote is withheld. The nominees have indicated that they are
willing to serve as Directors, and management of the Company does not
contemplate that any of the nominees will be unable to serve as a Director or
become unavailable for any reason, but if that should occur before the meeting,
such proxy will be voted for another nominee or nominees to be selected by
management.
The nominees for Director, all of whom are now serving as Directors of
the Company are listed below together with biographical information as to (i)
the name and age of each nominee, (ii) the position and offices with the Company
of each nominee, (iii) the year during which each nominee first became a
Director of the Company, and (iv) the principal occupation or employment of such
nominee for at least the past five years.
<PAGE>
<TABLE>
<CAPTION>
Also listed below are executive officers of the Company.
Name Age Position
---- --- --------
<S> <C> <C>
Jack E. Meyer 56 Director and Member of the Audit Committee of the
Board of Directors
James A. O'Donnell 47 Director and Member of the Audit Committee of the
Board of Directors
Bernard J. Hinterlong 53 Director and Member of the Audit Committee of the
Board of Directors
R. Brooks Reed 58 Chairman of the Board and Chief Executive Officer
Teresa A. Sheffield 39 President and Chief Operating Officer
Beth A. Durrett 42 Chief Financial Officer and Secretary
Joe R. McElroy 42 Vice President - Real Estate
</TABLE>
Mr. Meyer has served as a director of the Company since 1980. Mr. Meyer
currently manages his personal investment portfolio. From January 1994 to
October 1998 he was President and Chief Executive Officer of Urologix, Inc. From
March 1993 to January 1994 he was President and Chief Executive Officer for
Fiberoptic Sensor Technologies.
Mr. O'Donnell has served as a director of the Company since 1987.
Mr. O'Donnell is currently a partner with the private equity firm of Cravey,
Green & Wahlen and since 1987 has been a general partner of O'Donnell and Masur,
L.P., a venture capital investment firm which is a significant stockholder and
debt holder of the Company.
Mr. Hinterlong has served as a director of the Company since December
1999. Mr. Hinterlong is currently President of Thomas Conveyor Company. From
1975 to 1986 he held several positions with Continental Screw Conveyor Company.
Mr. Reed has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1979. From 1983 to May 1997, Mr. Reed
served as President of the Company. Mr. Reed is also a principal of Phoenix
Partners, Inc., a private investment company engaged in the acquisition and
operation of medium-sized businesses in a variety of industries.
Ms. Sheffield has served as President and Chief Operating Officer since
May 1997. From July 1992 to May 1997, Ms. Sheffield served as Vice President -
Operations. From February 1988 to July 1992, Ms. Sheffield served in various
capacities with the Company.
Ms. Durrett has served as Chief Financial Officer since October 1998.
From May 1997 to September 1998, Ms. Durrett served as Senior Vice President -
Finance. From 1987 to May 1997, Ms. Durrett served as Vice President -
Controller and was appointed Secretary in 1991. Ms. Durrett has served in
various capacities with the Company since September 1979.
<PAGE>
Mr. McElroy has served as Vice President - Real Estate since May 1997.
From January 1996 to May 1997, Mr. McElroy served as Director - Real Estate.
Prior to joining the Company, Mr. McElroy was Director of Real Estate for
Drinkard Development, Inc.
Board of Directors Meetings, Committees and Fees
- ------------------------------------------------
The Board of Directors held four regular meetings during the fiscal year
ended July 31, 1999 and acted twice by unanimous consent. No Director attended
fewer than 75% of the meetings of the Board of Directors or committees thereof
from August 1, 1998 to July 31, 1999.
The Board of Directors has a three member Audit Committee which held one
meeting during the fiscal year ended July 31, 1999. The Audit Committee, no
member of which is an officer of the Company, is responsible for (a) nominating
the independent auditors for the annual audit, (b) reviewing the plan for the
audit and related services and reviewing audit results and annual financial
statements, (c) overseeing the adequacy of the Company's system of internal
accounting controls and compliance with the Foreign Corrupt Practices Act, and
(d) overseeing compliance with Securities and Exchange Commission requirements
of disclosure of Audit Committee activities. The present members of the Audit
Committee, none of whom is otherwise employed by the Company, are Jack E. Meyer,
Bernard J. Hinterlong and James A. O'Donnell.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is indebted to O&M in the principal amount of $3,000,000.
One of the Company's Directors, James A. O'Donnell, is a general principal in
O&M.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows all cash and other
compensation paid (or to be paid) by the Company for the fiscal years ended July
31, 1999, 1998 and 1997 to the Company's Chief Executive Officer and highest
compensated executive officers for services rendered in all capacities in which
they served during each period whose total annual salary and bonus exceeded
$100,000 in the fiscal year ended July 31, 1999.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------- ------------
Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards ($)
------------------ ------ --- --- ----------
<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman 1999 $ 150,000 -- --
and Chief Executive Officer 1998 $ 150,000 -- --
1997 $ 150,000 -- --
Teresa A. Sheffield, 1999 $ 147,885 $ 47,851 --
President and Chief Operating 1998 $ 125,000 $ 17,203 --
Officer 1997 $ 116,307 $ 19,542 --
Beth A. Durrett, 1999 $ 111,058 $ 8,954 --
Chief Financial Officer and 1998 $ 92,308 $ 17,706 --
Secretary 1997 $ 86,758 $ 6,685 --
Joe R. McElroy, 1999 $ 122,750 $ 3,204 --
Vice President - Real Estate 1998 $ 87,172 $ 19,199 --
1997 $ 82,500 $ 8,069 --
</TABLE>
<PAGE>
OPTION GRANTS TABLE
The following table shows all options granted by the Company for the
fiscal year ended July 31, 1999 to the Company's highest compensated executive
officers listed above: (i) the number of shares covered by such options; (ii)
the percent that such options represented of total options granted to all the
Company's employees during the 1999 fiscal year; (iii) the exercise price, and
(iv) the expiration date.
<TABLE>
<CAPTION>
Percent of Total
Options Granted to Exercise
Options Employees in 1999 Price Per Expiration
Name Granted Fiscal Year Share Date
---- ------- ----------- ----- ----
<S> <C> <C> <C> <C>
R. Brooks Reed -- -- -- --
Teresa A. Sheffield -- -- -- --
Beth A. Durrett 5,040 7.0 % $ 6.25 10/02/08
Joe R. McElroy 10,000 13.9 % $ 6.25 10/02/08
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table shows for the fiscal year ended July 31, 1999 to the
Company's highest compensated executive officers listed above: (i) the number of
shares of the Company's Common Stock acquired upon exercise of options during
fiscal year 1999; (ii) the aggregate dollar value realized upon exercise; (iii)
the total number of unexercised options held at the end of fiscal year 1999; and
(iv) the aggregate dollar value of in-the-money unexercised options held at the
end of fiscal year 1999.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at 1999 Fiscal In-the-Money Options at
Shares Value Year End 1999 Fiscal Year End(2)
Acquired on Realized ---------------------------- ----------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Brooks Reed -- -- -- -- -- --
Teresa A. Sheffield -- -- 60,800 -- $ 91,200 --
Beth A. Durrett -- -- 5,000 5,000 -- --
Joe R. McElroy -- -- 10,000 5,000 $ 5,000 $ 2,500
</TABLE>
(2) Market value of underlying securities at year-end minus the exercise price.
<PAGE>
Retirement Savings Plan Program - 401(k) Plan
The Company established a Retirement Savings Plan (the "Savings Plan")
effective as of September 1, 1994 which is intended to qualify under Section
401(k) of the Internal Revenue Code of 1986 (the "Code"). Employees who have
been employed with the Company for one year or more are eligible for
participation in the Savings Plan. Pursuant to the Savings Plan, employees may
elect to reduce their current compensation by up to 15% (subject to certain
limitations under the Code) and have the amount of such reduction contributed to
the Savings Plan. The Savings Plan permits, but does not require, additional or
matching contributions to the Savings Plan by the Company on behalf of all
participants in the Savings Plan. The Company has made no additional or matching
contributions to the Savings Plan. The Board of Directors of the Company intends
to conduct a review at the end of each fiscal year to determine whether the
Company will make any additional or matching contributions to the Savings Plan.
All assets of the Savings Plan are held in trust at all times.
Compensation of Directors
The Company's policy is to reimburse its directors for travel, lodging
and related expenses incurred on account of attendance at meetings of the Board
of Directors and committees thereof. For their participation in special meetings
of the Board convened by conference telephone call, for services in relation to
any matters adopted by the unanimous written consent of the directors, and for
all the various services rendered, directors, other than those who are employees
or consultants of the Company, receive an annual retainer of $1,200.
Additionally, each director, other than those who are officers or employees of
the Company, receives $500 for each meeting attended. In order to conserve cash,
no fees have been paid in cash to any director since 1988 and from 1984 through
1988, directors received Common Stock of the Company in lieu of fees.
Furthermore, in connection with the 1993 restructuring of the Company, Messrs.
R. Brooks Reed and Jack E. Meyer received 109,658 and 13,271 shares,
respectively, of the Company's Common Stock. The purpose of granting stock to
Messrs. Reed and Meyer was to prevent dilution of their respective ownership
positions in the Company, to provide an incentive to them to build stockholder
value following the restructuring and to compensate them for past service to the
Company, including, but no limited to, their waiver of directors fees and
service as directors without compensation since 1988.
Compensation Committee Interlocks and Insider Participation
Decisions regarding the compensation of the executive officers of the
Company are made by the Board of Directors. In fiscal year 1999, decisions
concerning the compensation of Ms. Beth A. Durrett, Mr. Joe R. McElroy and Ms.
Teresa A. Sheffield were made by the entire Board of Directors and decisions
concerning the compensation of Mr. R. Brooks Reed were made by Mr. Jack E. Meyer
and Mr. James A. O'Donnell.
<PAGE>
Shareholder Return Performance Presentation
Set forth below is a line graph comparing the cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return of the Nasdaq U.S. composite index (the "Nasdaq of Composite Index") and
a group consisting of publicly-traded rental-purchase companies (the "Industry
Group"). The graph assumes that $100.00 was invested on December 19, 1995 in the
Common Stock of the Company, the Nasdaq Composite Index and the Industry Group
and assumes reinvestment of dividends. The Industry Group consists of Rent Way,
Inc., Aaron Rents, Inc., Rent-A-Center, Inc. and Rainbow Rentals, Inc. The stock
price performance shown on the following graph is not necessarily indicative of
future price performance. No stock price information is available prior to
December 19, 1995. The Company was removed from Nasdaq on August 17, 1989
because it did not meet the minimum capital requirements. The Company's stock
was quoted in the "pink sheets" and was traded on a limited basis.
The stock price performance graph below shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended or under
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporated this information by reference and shall not
otherwise be deemed filed under such Acts.
[GRAPH OMITTED]
SIC NASDAQ
Bestway, Inc. Peer Group Code Index Market Index
------------- ---------- ---------- ------------
12/19/95 100.00 100.00 100.00 100.00
7/31/96 100.00 126.00 103.72 103.20
7/31/97 72.22 125.73 138.70 151.70
7/31/98 83.33 181.73 159.07 181.88
7/31/99 84.72 143.54 144.65 256.95
<PAGE>
PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS L.L.P
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2000
(Proposal No. 2)
The Board of Directors has appointed PricewaterhouseCoopers L.L.P.,
independent certified public accountants, to examine and report on the Company's
financial statements for the fiscal year ended July 31, 2000. The firm has
served as the Company's independent accountants since 1976. It is expected that
a representative of such firm will be in attendance at the Company's Annual
Meeting of Stockholders and will be afforded an opportunity to make a statement
at the meeting if he so desires and will be available to respond to appropriate
questions. Audit services included examination of the Company's filings with the
Securities and Exchange Commission and consultation in connection with various
audit-related accounting matters.
THE STOCKHOLDERS ARE REQUESTED BY THE BOARD OF DIRECTORS TO VOTE FOR THE
APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS L.L.P. AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 2000.
PROPOSAL FOR NEXT ANNUAL MEETING
Any proposal of holders of Common Stock intended to be presented at the
Annual Meeting of Stockholders of the Company to be held in 2001 must be
received by the Company at 7800 N. Stemmons, Suite 320, Dallas, Texas 75247, no
later than September 15, 2000, in order to be included in the Proxy Statement
and Form of Proxy relating to that meeting.
GENERAL
The cost of preparing and mailing the enclosed material is to be borne by
the Company. In addition to the solicitation of proxies by mail, certain
officers, Directors and regular employees of the Company may, without additional
compensation, solicit proxies on behalf of management by telephone, telegraph or
personal interview. The cost of any solicitation will be borne by the Company.
Upon request, persons, including brokers, holding shares for others will be
reimbursed for their expenses in transmitting proxy material to their principals
and in seeking instructions by mail, telephone or telegraph for their
principals.
Management does not intend to bring any matters before the meeting other
than those mentioned above and is not aware of any other matters to be presented
before the meeting. However, if any other matters should be presented properly
to the meeting, it is intended that the persons named in the enclosed proxy will
vote such proxy in accordance with their best judgment. A copy of the Company's
Annual Report is being mailed to the stockholders with this Proxy Statement. The
Company's Annual Report to stockholders contains financial statements for the
periods ended July 31, 1999, July 31, 1998 and July 31, 1997 which are
incorporated by reference herein. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE TO EACH
STOCKHOLDER WITHOUT CHARGE. ANY STOCKHOLDER DESIRING A COPY OF THE ANNUAL REPORT
ON FORM 10-K SHOULD ADDRESS HIS REQUEST TO MS. BETH A. DURRETT, SECRETARY, 7800
N. STEMMONS, SUITE 320, DALLAS, TEXAS, 75247.
By Order of the Board of Directors,
/s/ Beth A. Durrett
--------------------
Beth A. Durrett
Secretary
February 1, 2000
Dallas, Texas
<PAGE>
BESTWAY, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R. Brooks Reed and Beth A. Durrett, and
each of them, with full power of substitution, to vote as indicated below, and
act with respect to all shares of Common Stock of Bestway, Inc., (the "Company")
standing in the name of the undersigned, at the annual meeting of stockholders
to be held at 9:00 a.m. on Thursday February 24, 2000, in the Company's
corporate office at 7800 N. Stemmons Freeway, Suite 320, Dallas, Texas, or at
any adjournment thereof, with all the power the undersigned would possess if
personally present:
1. Election of the following nominees as Directors: R. Brooks Reed, Jack E.
Meyer, James A. O'Donnell and Bernard J. Hinterlong.
FOR all of the nominees (except as otherwise market below)
WITHOUT AUTHORITY to vote for all nominees
INSTRUCTIONS: To withhold authority to vote for any particular nominee, write
such person's name in the following space.
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the fiscal year 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment(s)
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ABOVE. IF
NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1, 2 AND 3.
<PAGE>
IMPORTANT: To ensure a quorum and to avoid the expense and delay of sending
follow-up letters, please mark, sign, date and mail this proxy in the
accompanying envelop.
Date: _______________, 2000
---------------------------
---------------------------
Please sign exactly as name
appears hereon. For a joint
account, each owner should
sign. Persons signing as
attorney, executor,
administrator, trustee or
guardian or in any other
representative capacity
should indicate their full
title. 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.
