<PAGE> 1
DYCOM INDUSTRIES, INC.
First Union Center, Suite 600
4440 PGA Boulevard
Palm Beach Gardens, Florida 33410-6542
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 25, 1996
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders (the "Meeting") of Dycom
Industries, Inc., a Florida corporation (the "Company"), will be held
at the Embassy Suites Hotel, 4350 PGA Boulevard, Palm Beach Gardens,
Florida, on Monday, November 25, 1996, commencing at 11:00 A.M., to
consider and take action on the following proposals:
1. The election of three 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 10,
1996, 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 18, 1996
<PAGE> 2
DYCOM INDUSTRIES, INC.
First Union Center, Suite 600
4440 PGA Boulevard
Palm Beach Gardens, Florida 33410-6542
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 1996
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 25, 1996, commencing at 11:00 A.M.,
at the Embassy Suites Hotel, 4350 PGA Boulevard, Palm Beach Gardens,
Florida, for the purpose of electing three 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 18, 1996.
The Board has fixed the close of business on October 10, 1996 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 8,674,784 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 three 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, 1996 and
1995, 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 13, 1996. 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 742,546 8.6%
4708 West Cayuga, Suite D
Tampa, FL 33614
Thomas R. Pledger 673,027<F1> <F2> 7.8%<F3>
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, FL 33410
Floyd E. Younkin 575,686<F4> 6.6%
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 13, 1996 upon exercise of a stock option in the
amount of 50,000 shares by Mr. Pledger.
<F3>
Class includes outstanding shares and presently an exercisable
stock option held by Mr. Pledger.
<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 4,661
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 13,
1996. 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 742,546 8.6%
Thomas R. Pledger 673,027<F2><F3> 7.8%
Ronald P. Younkin 161,597<F4><F5> 1.9%
Walter L. Revell 9,000<F3> <F6>
Steven E. Nielsen 8,700<F3> <F6>
Louis W. Adams, Jr. 8,234<F3> <F6>
Douglas J. Betlach 3,754<F3> <F6>
All officers, directors, and
nominees as a group of 10 persons 1,637,028<F3> 18.7%
<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 13, 1996 upon exercise of stock options as follows:
Mr. Pledger 50,000 shares; Mr. Revell 8,000 shares; Mr. Nielsen
5,500 shares; Mr. Adams 8,000 shares; Mr. Betlach 3,375 shares;
and all directors and officers as a group 78,250 shares.
<F4>
Mr. Younkin exercised 8,000 shares of an exercisable stock
option which was granted to him as a Director of the Company.
Mr. Younkin gifted said exercised shares and disclaims any
beneficial ownership.
<F5>
Excludes 8,661 shares owned by Mr. Younkin's wife and children,
as to which he disclaims any beneficial interest. Mr. Younkin
is the son of Floyd E. Younkin.
<F6>
Less than 1%.
</FN>
</TABLE>
<PAGE> 5
ELECTION OF DIRECTORS
The Board is divided into three classes with terms expiring in
succeeding years. Three directors are to be elected at the Annual
Meeting. At a meeting of the Nominating Committee ("Committee") on
September 17, 1996, the Committee nominated Steven E. Nielsen to a
term of office to expire at the 1997 Annual Meeting and agreed to use
its best efforts to cause the nomination of Mr. Nielsen for election
to the Board at the Meeting. Louis W. Adams, Jr. and Thomas R.
Pledger are currently serving terms which expire at the Meeting. The
Board has nominated Messrs. Adams and Pledger for election to a term
of office expiring at the 1999 Annual Meeting.
Unless a Proxy Card specifies otherwise, the votes represented by the
enclosed Proxy Card will be cast for the election of Messrs. Nielsen,
Adams, and Pledger. 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
Principal Occupation Expires
Nominee For Past Five Years At Annual
For and Directorships in Director Meeting
Election Age Public Companies Since For Year
<S> <C> <C> <C> <C>
Steven E. Nielsen 33 President and Chief N/A 1997
Operating Officer of the
Company since August 26,
1996; Vice President
of the Company from
February 26, 1996 to
August 26, 1996; Officer
in various Dycom
wholly-owned subsidiaries
since May 3, 1993
Division Manager/Regional
Manager of Henkels & McCoy,
Inc. from March 4, 1991 to
April 14, 1993 (gas, power,
and telephone utility
contractor)
Louis W. Adams, Jr. 58 Attorney, Retired 1969 1999
Thomas R. Pledger 58 Chairman and Chief Executive 1981 1999
Officer of the Company since
January 2, 1984; President of
the Company from January 1984
through June 1991
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Principal Occupation Term Expires
Directors Whose For Past Five Years At Annual
Terms Continue and Directorships Meeting
Beyond in Public Director For
the Meeting Age Companies Since Year
<S> <C> <C> <C> <C>
Ronald P. Younkin 54 President of Greenlawn 1975 1997
Mobile Home Sales, Inc.
(sale of mobile homes
and operation of mobile
home parks)
Walter L. Revell 49 Chairman and Chief 1993 1998
Executive Officer of
H.J. Ross Associates,
Inc. since April 1991
(consulting engineering,
architectural, and planning)
Director of RISCORP, Inc.
(managed care workers'
compensation)
Director of St. Joe Paper
Company (diversified
corporation in forest
products, transportation,
sugar, communications,
and real estate)
Ronald L. Roseman 59 President of Coastal 1982 1998
Electric Constructors,
Inc. since July 1991
(electrical services)
President and Chief
Operating Officer of
Company from August 1,
1993 through August
26, 1996
</TABLE>
Board of Directors Meetings and Committees of the Board of Directors:
The Board held five meetings in the fiscal year ended July 31, 1996.
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 1996 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
<PAGE> 7
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 Plan. The Committee
met five times during fiscal 1996.
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
1996.
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 the Dycom Industries, Inc. Retirement Savings
Plan. The Committee did not meet during fiscal 1996.
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 1996.
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 27, 1997 but before September 26, 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO
THE BOARD OF DIRECTORS.
<PAGE> 8
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
years ended July 31, 1996, 1995, and 1994 to the Company's Chief
Executive Officer and three 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 1996 $416,000 $0 $ 99,895<F1> -0-
Chairman and CEO 1995 $408,000 $0 $526,771<F1><F2> -0-
1994 $306,013 $0 $ 99,196<F1> 100,000
Ronald L. Roseman<F3>1996 $202,692 $100,000 $ 1,600 -0-
President and COO 1995 $194,872 $ 78,027 $ 533 -0-
1994 $133,333 $0 100,000
Steven E. Nielsen<F3>1996 $160,885 $208,000 $ 2,001 -0-
Vice President
Douglas J. Betlach 1996 $108,871 $ 17,000 $ 1,518 -0-
Vice President and 1995 $ 99,672 $ 14,000 $ 1,003 6,000
CFO
<FN>
<F1>
Includes $97,777 in annual insurance premiums for a life insurance
policy owned by Mr. Pledger.
<F2>
Includes $427,500 market value of common stock awarded pursuant to Mr.
Pledger's employment agreement. Prior to August 1, 1994, a portion of
the shares were subject to certain restrictions as to sale or transfer.
<F3>
Mr. Roseman resigned as President and Chief Operating Officer at
a Regular Board of Directors' Meeting on August 26, 1996, at which time
Mr. Nielsen was elected as President and Chief Operating Officer.
</FN>
</TABLE>
<PAGE> 9
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were no options granted by the Company during fiscal 1996 under
the Company's 1991 Incentive Stock Option Plan.<F1>
<TABLE>
<CAPTION>
STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
Value of
Unexercised
In-The-Money
Options at Options at
Shares July 31, 1996 July 31, 1996
Acquired (# of Shares) ($)<F2>
on Exercise Value Exercisable/ Exercisable/
Name (# of Shares)Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Thomas R. Pledger -0- $0 50,000/50,000 $362,500/$362,500
Chairman and CEO
Ronald L. Roseman<F3> -0- $0 66,667/-0- $541,669/-0-
President and COO
Steven E. Nielsen<F4> 3,200 $13,500 5,000/19,800 $ 21,875/$105,350
Vice President
Douglas J. Betlach -0- $0 3,375/6,125 $ 24,844/$ 45,188
Vice President and
CFO
<FN>
<F1>
At a Regular Board of Directors' Meeting on August 26, 1996, 100,000
shares of common stock were granted as options to officers and key
personnel under the Company's 1991 Incentive Stock Option Plan.
<F2>
The closing market value of the Company's common stock on July 31, 1996,
as reported by the New York Stock Exchange, Inc., was $11.125.
<F3>
Mr. Roseman exercised 66,667 shares of an exercisable stock option prior
to the Regular Board of Directors' Meeting on August 26, 1996, at which
time Mr. Roseman resigned as President and Chief Operating Officer. Upon
Mr. Roseman's resignation, an unexercisable option of 33,333 shares
expired.
<F4>
Mr. Nielsen was elected President and Chief Operating Officer on
August 26, 1996.
</FN>
</TABLE>
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.
<PAGE> 10
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> 11
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. During fiscal
1996, the Committee was composed of three directors 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 1996.
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 1996 was fixed by an employment contract with
the Company. Said employment contract expired on November 30, 1995
but has been extended through November 30, 2000.
Salaries for other executive officers were established based on the
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 1996, the Committee determined the
compensation of six executive officers. Salaries for these executive
officers were either unchanged or, in certain cases, increased by
4.17% to 7.5%.
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 1996, the actual
incentive compensation pool was established by formula based upon the
Company's consolidated financial performance. The fiscal 1996 key
financial performance measures were total revenue and income before
income taxes ("IBT"). Individual awards from the incentive
compensation pool are recommended by senior management for
consideration and approval by the Committee.
Stock Options. The Committee at various times awards 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 are 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 is
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. Options are granted pursuant to the
Company's Incentive Stock Option Plan. The exercise price of options
when granted equals 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 five years.
<PAGE> 12
During fiscal 1996, no stock options were granted.
Ronald P. Younkin, Chairman
Louis W. Adams, Jr.
Walter L. Revell
Audit and Compensation Committee
<PAGE> 13
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, 1991. 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
_______________________________________________
1991 1992 1993 1994 1995 1996
____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
Dycom Industries, Inc. 100 53 33 26 71 124
Peer Group 100 47 33 74 114 237
S&P 500 100 113 123 129 163 190
</TABLE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During fiscal 1996, there were no transactions.
<PAGE> 14
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, 1996. It is expected that the Board
will appoint Deloitte & Touche LLP as the Company's independent
auditors for the fiscal year ending July 31, 1997 when the Board
meets in November 1996. 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 1997
Annual Meeting of Shareholders of the Company, tentatively scheduled
for November 1997, must be received by the Company prior to June 30,
1997 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 27, 1997 and before September 26, 1997.
Shareholders should consult the By-Laws (copies of which may be
obtained, without charge, by requesting them in writing or by
telephone from the Company's Secretary, First Union Center, Suite
600, 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410, Telephone
561 627-7171) 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, 1996 and 1995,
accompanies this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Patricia B. Frazier
Corporate Secretary
October 18, 1996
