<PAGE> 1
DYCOM INDUSTRIES, INC.
450 Australian Avenue South
West Palm Beach, Florida 33401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 27, 1995
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders (the "Meeting") of Dycom Industries, Inc.,
a Florida corporation (the "Company"), will be held at the Sheraton West Palm
Beach Hotel, 630 Clearwater Park Road, West Palm Beach, Florida, on Monday,
November 27, 1995, commencing at 11:00 A.M., to consider and take action on
the following proposals:
1. The election of two directors to the Board of Directors (the "Board").
2. The transaction of such other business as may properly come before the
Meeting or any adjournments thereof.
The Board has fixed the close of business on Thursday, October 12, 1995, as
the record date for the determination of the holders of the Company's
outstanding common stock, par value $0.33 1/3 per share, entitled to notice of
and to vote at the Meeting. Each shareholder is entitled to one vote per
share held as of the record date on all matters to be voted on at the Meeting.
IMPORTANT
Please sign and return the enclosed form of proxy, requested by the Board, as
soon as possible, so that your shares may be represented at the Meeting. A
majority of the shares entitled to vote at the Meeting must be represented in
order to transact business. All shareholders are invited to attend the
Meeting in person. If you sign the proxy, you may still vote your shares in
person if you attend the Meeting by withdrawing your proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/Patricia B. Frazier
Corporate Secretary
October 26, 1995
<PAGE> 2
DYCOM INDUSTRIES, INC.
450 Australian Avenue South
West Palm Beach, Florida 33401
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 27, 1995
Introduction
The Annual Meeting of Shareholders (the "Meeting") of Dycom Industries, Inc.,
a Florida corporation (the "Company" or "Dycom"), will be held on Monday,
November 27, 1995, commencing at 11:00 A.M., at the Sheraton West Palm Beach
Hotel, 630 Clearwater Park Road, West Palm Beach, Florida, for the purpose of
electing two directors.
The accompanying form of proxy is solicited on behalf of the Board of
Directors of the Company (the "Board") in connection with the Meeting and any
adjournments thereof. This Proxy Statement and the accompanying Proxy Card
are first being sent to shareholders on or about October 26, 1995.
The Board has fixed the close of business on October 12, 1995 as the record
date (the "Record Date") for the determination of holders of shares of the
Company's outstanding Common Stock, par value $0.33 1/3 per share (the "Common
Stock"), entitled to notice of and to vote at the Meeting. As of the Record
Date, there were 8,549,421 shares of Common Stock outstanding. The holders of
Common Stock outstanding at the close of business on the Record Date will be
entitled to one vote for each share so held.
A form of proxy that is properly signed, dated, and returned to the Company in
time for the Meeting will be voted in accordance with the instructions
contained therein. If no instructions are given, the shares represented by
the Proxy will be voted for the election of the listed nominees as directors.
A shareholder who has given a Proxy may revoke it at any time before it is
voted at the Meeting by filing with the Secretary of the Company a document
revoking it at or prior to the Meeting or by submitting a Proxy bearing a
later date.
The presence in person or by proxy of the holders of a majority of the issued
and outstanding shares as of the Record Date is necessary to constitute a
quorum for the transaction of business at the Meeting. If a quorum is
present, the election of directors will be by a plurality of the votes cast;
that is, the two directors receiving the largest number of votes cast will be
elected. With respect to the election of directors, negative votes will be
without legal effect. With respect to any other matter voted upon at the
Meeting, abstentions will be without legal effect and will be disregarded in
tabulating votes.
The cost of this solicitation will be borne by the Company. Proxies may be
solicited by directors, officers, and regular employees of the Company,
personally or by mail, telephone, telegram, or otherwise, but no additional
compensation will be paid to any person for such solicitation. The Company
will reimburse brokers and other nominees for their reasonable out-of-pocket
expenses in forwarding soliciting material to beneficial owners of shares held
of record by such brokers or nominees.
A copy of the Company's Annual Report to Shareholders, including financial
statements for the fiscal years ended July 31, 1995 and 1994, is being mailed
to you along with this Proxy Statement but does not constitute a part of the
proxy soliciting material.
<PAGE> 3
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information regarding each person known
to the Company to own beneficially more than five percent of the Common Stock
as of September 15, 1995. The Company understands that, except as otherwise
noted, each such person has sole voting and investment power with respect to
such shares.
<TABLE>
<CAPTION>
Name and Address Number of Shares and Nature Percent
of Beneficial Ownership of Class
<S> <C> <C>
Ronald L. Roseman 700,879<F2> 8.1%<F3>
4708 West Cayuga
Suite D
Tampa, Florida 33614
Thomas R. Pledger 658,027<F1> <F2> 7.6%<F3>
450 Australian Avenue South
Suite 860
West Palm Beach, Florida 33401
Floyd E. Younkin 575,686<F4> 6.7%
555 Greenlawn Avenue
Columbus, Ohio 43223
<FN>
<F1>
Excludes 12,252 shares owned by Thomas R. Pledger, Jr., Mr. Pledger's
son, as to which Mr. Pledger disclaims any beneficial interest.
<F2>
Includes shares that may be acquired within 60 days after September 15,
1995 upon exercise of stock options in the amount of 25,000 shares each
by Messrs. Pledger and Roseman.
<F3>
Class includes outstanding shares and presently exercisable stock
options held by directors and executive officers.
<F4>
Excludes 320,817 shares owned by Mary Irene Younkin, Mr. Younkin's wife.
Each disclaims any beneficial interest in the other's shares, as well as
in 161,597 shares owned by their son, Ronald P. Younkin, a director of
the Company, and 1,661 shares owned by their grandchildren.
</FN>
</TABLE>
<PAGE> 4
Security Ownership of Management
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by each director and nominee, certain executive
officers, and by all directors, nominees, and executive officers of the
Company as a group as of September 15, 1995. The Company understands that,
except as otherwise noted, each such person has sole voting and investment
power with respect to such shares.
<TABLE>
<CAPTION>
Number of Shares and Nature Percent
Name of Beneficial Ownership of Class<F1>
<S> <C> <C>
Ronald L. Roseman 700,879<F3> 8.1%
Thomas R. Pledger 658,027<F2> <F3> 7.6%
Ronald P. Younkin 165,597<F3> <F4> 1.9%
Louis W. Adams, Jr. 4,234<F3> <F5>
Walter L. Revell 5,000<F3> <F5>
Douglas J. Betlach 1,379<F3> <F5>
All officers, directors, and
and nominees as a group of 8 1,563,911<F3> 18.2%
persons
<FN>
<F1>
Class includes outstanding shares and presently exercisable stock
options held by directors and executive officers.
<F2>
Excludes 12,252 shares owned by Thomas R. Pledger, Jr., Mr. Pledger's
son, as to which Mr. Pledger disclaims any beneficial interest.
<F3>
Includes shares that may be acquired within 60 days after September 15,
1995 upon exercise of stock options as follows: Mr. Pledger 25,000
shares; Mr. Roseman 25,000 shares; Mr. Younkin 4,000 shares; Mr. Adams
4,000 shares; Mr. Revell 4,000 shares; Mr. Betlach 1,000 shares; and all
directors and officers as a group 65,000 shares.
<F4>
Excludes 1,661 shares owned by Mr. Younkin's children, as to which he
disclaims any beneficial interest. Mr. Younkin is the son of Floyd E.
Younkin.
<F5>
Less than 1%.
</FN>
</TABLE>
<PAGE> 5
ELECTION OF DIRECTORS
The Board is divided into three classes with terms expiring in succeeding
years. Walter L. Revell and Ronald L. Roseman are currently serving terms
which expire at the Meeting. The Board has nominated Messrs. Revell and
Roseman for election to a term of office expiring at the 1998 Annual Meeting.
Unless a Proxy Card specifies otherwise, the votes represented by the
enclosed Proxy Card will be cast for the election of Messrs. Revell and
Roseman. In the event that the nominees become unavailable to serve (which
is not anticipated), the Proxy Card gives the named proxies the authority to
vote for such other person or persons as such proxies may select.
<TABLE>
<CAPTION>
Term
Expires
At
Nominee Principle Occupation For Past Annual
For Five Years and Directorships Director Meeting
Election Age in Public Companies Since For Year
<S> <C> <C> <C> <C>
Walter L. Revell 48 Chairman and Chief Executive Officer 1993 1998
of H.J. Ross Associates, Inc. since
April 1991 (consulting engineering,
architectural, and planning)
Director of Hotelecopy, Inc.
(international fax mail service)
Director of St. Joe Paper Company
(diversified corporation in forest
products, transportation, sugar,
communications, and real estate)
Ronald L. Roseman 58 President and Chief Operating Officer 1982 1998
of Company since August 1, 1993
President of Coastal Electric
Constructors, Inc. since July 1991
(electrical services) President of
Southeastern Electric Construction,
Inc., a subsidiary of the Company
Company through July 1991
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Term
Expires
Directors Whose At
Terms Continue Principle Occupation For Past Annual
Beyond the Five Years and Directorships Director Meeting
Meeting Age in Public Companies Since For Year
<S> <C> <C> <C> <C>
Louis W. Adams, Jr. 57 Attorney, Retired 1969 1996
Thomas R. Pledger 57 Chairman and Chief Executive Officer 1981 1996
of the Company since January 2, 1984;
President of the Company from January
1984 through June 1991
Director of Davis Water & Waste
Industries, Inc. (manufacturing and
marketing of products relating to the
distribution of water and the
treatment of water and wastewater)
Ronald P. Younkin 53 President of Greenlawn Mobile Home 1975 1997
Sales, Inc. (sale of mobile homes
and operation of mobile home parks)
</TABLE>
Board of Directors Meetings and Committees of the Board of Directors
The Board held six meetings in the fiscal year ended July 31, 1995. Each
incumbent director attended more than 75% of the aggregate of the meetings
held by the Board and its respective committees on which such director
served during the Company's 1995 fiscal year.
The Company has standing Audit and Compensation, Executive, Finance, and
Nominating Committees; the members and functions of which are described
below.
Audit and Compensation Committee. The members are Messrs. Adams, Revell,
and Younkin. The Committee makes recommendations to the Board concerning
the appointment of auditors for the Company; meets with the Company's
auditors to review the nature and scope of audit work to be performed and
the estimated costs of such work; the progress and results of the annual
audit of the Company; and other matters related to accounting and auditing,
including the adequacy of the Company's internal accounting controls. The
Committee has supervision over the internal audit function. The Committee
also makes recommendations to the Board concerning the compensation of the
officers and employees of the Company and acts as the committee to
administer the Company's Incentive Stock Option Plans. The Committee met
four times during fiscal 1995.
Executive Committee. The members are Messrs. Adams, Pledger, and Roseman.
The Committee has authority to review general corporate policy and take
action between meetings of the Board on such matters requiring Board
approval as are required for the proper and efficient functioning of the
Company. The Committee did not meet during fiscal 1995.
Finance Committee. The members are Messrs. Adams, Revell, and Younkin.
The function of the Committee is to review financing needs and alternatives
available; review the insurance coverages maintained; and monitor profit
sharing plans maintained by subsidiaries. The Committee met one time
during fiscal 1995.
<PAGE> 7
Nominating Committee. The members are Messrs. Adams, Pledger, and Younkin.
The function of the Committee is to recommend nominees for directors to the
Board. The Committee met twice during fiscal 1995.
The Nominating Committee will consider nominees recommended by
shareholders. Shareholders may either request the Nominating Committee to
consider a proposed candidate for nomination by the Board or propose a
candidate for election directly to the shareholders at a shareholders'
meeting where directors are to be elected. In either case, the candidate's
name and the information described below should be sent to the Secretary of
the Company not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting (unless the date of the
annual meeting is changed by more than 30 days from such anniversary date,
in which case the information must be received by the 10th day after notice
or disclosure of the meeting date) for forwarding to the Board, in the case
of candidates proposed for direct election by the shareholders, or the
Nominating Committee. Persons who propose candidates for election directly
by the shareholders must be shareholders of record as of the record date
for the shareholders' meeting. In addition to the candidate's name, the
Secretary should be furnished with the candidate's age, business and
residence addresses, and principal occupation or employment; information
with respect to the shares of the Company's stock beneficially owned by the
candidate and any other person sharing beneficial ownership; any group of
which the person is a member or any person acting in concert with the
candidate or such group, any affiliates or associates of such persons, and
any other shareholders known to be supporting the nomination; a description
of any arrangements or understandings between the nominating shareholder or
any of the foregoing persons and the candidate or any other person pursuant
to which the nomination is proposed; and any other information with respect
to any of the foregoing persons that would be required to be disclosed in
connection with the solicitation of proxies for the election of the
candidate. The preceding is an incomplete summary of certain provisions of
the Company's By-Laws. The By-Laws should be consulted sufficiently in
advance of any shareholders' meetings to ensure compliance with applicable
requirements. Information with respect to candidates for election at next
year's annual meeting should be received by the Secretary after August 29,
1996 but before September 28, 1996.
Legal Proceedings Involving Members of the Board of Directors and Executive
Officers
By Final Order and Judgment dated December 6, 1994, the United States
District Court for the Southern District of Florida approved the final
Stipulation of Settlement in connection with a class action claim against
the Company and others. As previously reported, on June 25, 1991 this
class action, Greenfield, et al. v. Dycom Industries, Inc., Thomas R.
Pledger, William T. Stover, and Robert T. Owens, was filed by several
shareholders of the Company alleging that the Company, two of its
Directors, Messrs. Pledger and Stover (who subsequently resigned from the
Board), and its then Vice President/Finance, Treasurer, and Chief Financial
Officer, Mr. Owens, violated Section 10(b) of the Securities and Exchange
Act of 1934. The complaint was thereafter amended to allege manipulation
of earnings and negligent misrepresentation and to seek damages arising
from the purchase of the Company's stock by class members between February
26, 1990 and March 9, 1992. The Stipulation of Settlement approved by the
Court provided for the creation of a $4 million settlement fund out of
which all class claims and plaintiffs' attorneys' fees were paid. The
Company paid $600,000 of the settlement monies, and the balance of the
settlement monies was paid by the Company's insurance carrier. By Order
dated September 6, 1995, the Court approved distribution of the settlement
monies in accordance with the Stipulation of Settlement.
<PAGE> 8
As also previously reported, on July 31, 1992 a shareholder's derivative
action was filed in Palm Beach County Circuit Court by Mr. Milton Gerber,
naming as defendants Messrs. Pledger, Adams, Theodore Kennedy (who
subsequently resigned from the Board of Directors), Roseman, Stover, Alan
H. Weingarten (who subsequently resigned from the Board), Younkin, Owens,
and John Cypherd, the former President of S.T.S., Inc., a subsidiary
of the Company (Mr. Cypherd retired July 31, 1993). Mr. Gerber's lawsuit
accused the defendants of, among other things, breach of fiduciary duty,
mismanagement, violations of federal and state securities laws,
misstatement of reported earnings, theft, and waste of corporate assets.
In September of 1994, the parties executed a Settlement Agreement to
resolve this action. The Settlement Agreement, which was approved by the
Palm Beach Circuit Court on December 9, 1994, provided that the settlement
would result in certain therapeutic changes in the Company's corporate
governance, but would not require any additional payments of monies other
than the cash settlement provided in the context of the class action
settlement.
In connection with the above-referenced lawsuits, the Company has advanced
no legal expenses on behalf of any director, officer, or employee of the
Company, or its subsidiaries since the last shareholders' meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO THE
BOARD OF DIRECTORS.
<PAGE> 9
MANAGEMENT COMPENSATION AND TRANSACTIONS
Compensation of Executive Officers
The following table sets forth all cash compensation paid or accrued by the
Company and its subsidiaries for services rendered to the Company and its
subsidiaries in all capacities during the fiscal year ended July 31, 1995,
1994, and 1993 to the Company's (1) Chief Executive Officer and (2)
executive officers whose total cash compensation exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
ANNUAL COMPENSATION Awards
Name and Stock
Principal Fiscal Options
Position Year Salary Bonus Other # of Shares
<S> <C> <C> <C> <C> <C>
Thomas R. Pledger 1995 $408,000 -0- $526,771 <F1> <F2>
Chairman and CEO 1994 $306,013 -0- $ 99,196 <F1> 100,000
1993 $279,000 -0- $110,676 <F1>
Ronald L. Roseman 1995 $194,872 $78,027 $ 533
President and COO 1994 $133,333 -0- 100,000
Douglas J. Betlach 1995 $ 99,672 $14,000 $ 1,003 6,000
Vice President and
CFO
<FN>
<F1>
Includes $97,777 in annual insurance premiums for a life insurance
policy owned by Mr. Pledger.
<F2>
Includes $427,500 market value of common stock awarded pursuant to
Mr. Pledger's employment agreement. Prior to August 1, 1994, a portion
of the shares were subject to certain restrictions as to sale or
transfer.
</FN>
</TABLE>
<PAGE> 10
STOCK OPTION GRANTS IN 1995
The following table shows the options granted to the named executive
officers of the Company during fiscal 1995 under the Company's 1991
Incentive Stock Option Plan.
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed Rates
of Stock Price
Appreciation
for Option
Individual Grants Term
% of
Options Total
Granted Options Exercise
(# of Granted to Price Expiration
Name Shares) Employees ($/Share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Betlach 3,000 4.47% $2.750 11/28/99 $2,279 $ 5,037
Vice President and 3,000 3.18% $6.750 07/10/00 $5,595 $12,363
CFO
</TABLE>
<TABLE>
<CAPTION>
STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
Value of
Unexercised
Shares In-The-Money
Acquired Options at Options at
On July 31, 1995 July 31, 1995
Excercise (# of Shares) ($)<F1>
(# of Value Exercisable/ Exercisable/
Name Shares) Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Thomas R. Pledger 0 $0 30,172/75,000 $65,625/$196,875
Chairman and CEO
Ronald L. Roseman 0 $0 25,000/75,000 $87,500/$262,500
President and COO
Douglas J. Betlach 0 $0 1,000/8,500 $ 3,250/$ 19,750
Vice President and
CFO
<FN>
<F1>
The fair market value of the common stock as of July 31, 1995 was
$6.50.
</FN>
</TABLE>
<PAGE> 11
Mr. Pledger serves as Chief Executive Officer of the Company. On July 31,
1994, a five-year employment agreement with Mr. Pledger expired. Although
the agreement provided that Mr. Pledger's annual salary during the year
ended July 31, 1994 would be $398,000, Mr. Pledger voluntarily agreed to
reduce his compensation during fiscal 1994 to $298,000. Pursuant to the
employment agreement, Mr. Pledger received 150,000 shares of common stock
which were subject to "piggyback" registration rights. The agreement also
provided that the Company was obligated to pay Mr. Pledger a retirement
benefit of $100,000 for each year of employment he completes under his
employment agreement. The Company transferred two life insurance policies
with face values of $500,000 and $3,300,000 to Mr. Pledger and pays
premiums of $97,777 per year on such policies in satisfaction of this
obligation. The Company extended Mr. Pledger's employment agreement
through November 30, 1995 on the same terms and conditions as were
contained in the original agreement. In July 1995, the Company again
extended Mr. Pledger's agreement for an additional period of five years,
expiring November 30, 2000, on the same terms and conditions as set forth
in the original agreement.
Directors who are not employees of the Company receive $1,200 for each
directors' meeting attended, $600 for each committee meeting attended in
conjunction with a directors' meeting, $1,200 for each committee meeting
attended not in conjunction with a directors' meeting, $600 for telephone
conference meetings, and an annual retainer of $10,000.
<PAGE> 12
Report on Executive Compensation
The Audit and Compensation Committee ("Committee") of the Board of Directors
administers the compensation of the executive officers and other key
employees of Dycom and its subsidiaries. The Committee was composed of three
directors during fiscal 1995 who were not employed by the Company. The
Committee's recommendations are subject to approval by the full Board. The
following report is submitted by the Committee regarding compensation paid
during fiscal year 1995.
The compensation program of the Company is designed to allow the Company to
attract, motivate, and reasonably reward professional personnel who will
effectively manage the assets of the Company and generate value over time for
its shareholders. In recent years, the compensation mix has reflected a
balance between an annual salary, incentive compensation, and stock options.
Salaries. The salary of Mr. Pledger, Chairman and Chief Executive Officer,
during fiscal 1995 was fixed by an employment contract with the Company.
Said employment contract expires on November 30, 1995 but has been extended
through November 30, 2000.
Salaries for other executive officers were established based on an
individual's performance and general market conditions. Salary levels are
intended to recognize the challenge of different positions, taking into
consideration the type of activity of the position, the responsibility
associated with the job, and the relative size of the operation. During
fiscal 1995, the Committee determined the compensation of four executive
officers. Salaries for three executive officers during fiscal 1995 increased
by 2.5% to reflect a cost-of-living increase. Salary for the other executive
officer remained the same in fiscal 1995 as in fiscal 1994.
<PAGE> 13
Incentive Compensation. In addition to paying a base salary, the Company in
recent years has provided for incentive compensation as a component of
overall compensation. Incentive compensation as a component of overall
compensation is tied to overall performance, usually with a heavy emphasis on
the profitability of the operation under the control of the individual. In
fiscal 1995, the actual incentive compensation pool was established by
formula based upon the Company's consolidated financial performance. The
fiscal 1995 key financial performance measures were total revenue and income
before income taxes ("IBT"). In 1995, the Company's total revenue and IBT
performance significantly improved over the fiscal 1994 results. Individual
awards from the incentive compensation pool are recommended by senior
management for consideration and approval by the Committee.
Stock Options. The Committee awarded stock options to certain executive
officers of the Company in order to recognize their contribution and to
further encourage them to focus on the long-term profitability of the
Company. The size of individual stock option grants was related to an
individual's performance (as with salaries mostly on a subjective basis) and
the individual's level of responsibility within the organization. The
Committee's objective was to further encourage persons receiving options who
are directly responsible for the operations of a subsidiary of the Company to
think and act in a way to maximize the long-term value of the stock and
increase shareholder value. The options were granted pursuant to the
Company's Incentive Stock Option Plan. The exercise price of the options
granted equaled the market price of the stock on the date of grant.
Employees' options vest over a four-year period and have a term of five
years; Directors' options vest over a three-year period and have a term of
four years.
In fiscal 1995, stock options of 12,000 shares were granted to three
executive officers of the Company.
Ronald P. Younkin, Chairman
Louis W. Adams, Jr.
Walter L. Revell
Audit and Compensation Committee
<PAGE> 14
PERFORMANCE PRESENTATION
Set forth below is a graph which compares the cumulative total returns for
Dycom's common stock against the cumulative total return (including
reinvestment of dividends) of the Standard & Poors (S&P) 500 Composite Stock
Index and respective peer group indices for the last five fiscal years,
assuming an investment of $100 in the Company's common stock and each of the
respective peer group indices noted on July 31, 1990. For the Dycom
Industries, Inc. common stock, a peer group consisting of MasTec has been
used. This graph is not intended to predict the Company's forecast of future
financial performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG DYCOM INDUSTRIES, INC., THE S&P 500 INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
July 31,
_______________________________________
1990 1991 1992 1993 1994 1995
____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
Dycom Industries, Inc. 100 81 43 27 21 57
Peer Group 100 78 37 25 58 89
S&P 500 100 113 127 138 145 183
</TABLE>
<PAGE> 15
Transactions with Management and Others
In connection with the acquisition of Ansco & Associates, Inc. and two
related companies ("Acquired Companies") in 1989, several long-term leases
with First South Development and Investment Corporation ("First South") were
assumed by the Acquired Companies. Mr. William T. Stover (former Beneficial
Owner) has a controlling interest in First South. During fiscal 1995, a
subsidiary of the Company incurred expenses of $237,500 in connection with
said leases.
In connection with the Ansco acquisition, several long-term leases with Mr.
Stover and Mr. Robert A. Stoutt were assumed by the Acquired Companies.
During fiscal 1995, a subsidiary of the Company incurred expenses of $167,267
related to said individuals in connection with said leases.
During fiscal 1995, Southeastern Electric Construction, Inc. and Kohler
Construction Company, Inc., both subsidiaries of the Company, sold equipment
and tools, respectively, in the total amount of $42,643 to Grenada Electric,
a corporation in which Ronald L. Roseman, President, Chief Operations
Officer, and Director of the Company, owns a minority interest.
During fiscal 1995, Ivy H. Smith Company, a subsidiary of the Company,
performed work in the amount of $29,500 for Coastal Electric Constructors,
Inc., a company in which Mr. Roseman is President.
During fiscal 1995, Ivy H. Smith Company, after receiving competitive bids,
subcontracted work in the amount of $77,340 to Pledger, Inc., a company
solely owned by Thomas R. Pledger, Jr., the son of Thomas R. Pledger,
Chairman and Chief Executive Officer of the Company.
<PAGE> 16
APPOINTMENT OF INDEPENDENT AUDITORS
The appointment of auditors is approved annually by the Board. The Board
engaged the accounting firm of Deloitte & Touche LLP, Certified Public
Accountants, to act as the Company's independent auditors for the fiscal year
ended July 31, 1995. It is expected that the Board will appoint Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending
July 31, 1996 when the Board meets in November 1995. Representatives of
Deloitte & Touche LLP are expected to be present at the Meeting. As
representatives, they shall have the opportunity to make a statement if they
desire to do so and are expected to be available to respond to any
appropriate questions.
SHAREHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders' proposals submitted pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934 intended to be presented at the 1996 Annual Meeting of
Shareholders of the Company, tentatively scheduled for November 1996, must be
received by the Company prior to June 30, 1996 to be considered for inclusion
in the Company's proxy statement and form of proxy relating to such meeting.
The Company's By-Laws require that shareholders who desire to propose matters
for action at shareholders meetings, provide the Company with certain
information described in the By-Laws not more than 90 days nor less than 60
days prior to the anniversary date of the preceding year's annual meeting
(unless the date of the meeting is changed by more than 30 days from such
anniversary date, in which case the information must be received within 10
days after the date of the meeting is publicly disclosed by notice to
shareholders or otherwise). Shareholders desiring to propose such matters at
next year's annual meeting of shareholders will be required to provide such
information after August 29, 1996 and before September 28, 1996.
Shareholders should consult the By-Laws (which have been filed as an Exhibit
to a Current Report on Form 8-K dated September 11, 1992 and are available
upon request by any shareholder from the Company's Secretary) sufficiently in
advance of the final date to ensure compliance with the By-Laws'
requirements.
OTHER BUSINESS
The Board is not aware of any matters not referred to herein and in the
accompanying Notice of Meeting that will be presented for action at the
Meeting. If any other matters should properly come before the Meeting, it is
intended that the shares represented by the proxy will be voted with respect
thereto in accordance with the judgment of the persons voting them.
The Company's Annual Report to Shareholders, including financial statements
for the fiscal years ended July 31, 1995 and 1994, accompanies this Proxy
Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Patricia B. Frazier
Corporate Secretary
October 26, 1995
