KTC LOGO
4424 N. Sullivan Road, Spokane, Washington 99216
April 22, 1997
Dear Fellow Shareholder:
On Tuesday, April 15, 1997, the Special Meeting of Shareholders of Key
Tronic Corporation (the "Company") was convened at 1:00 pm (Pacific Time). The
purpose of the meeting was to consider and act on a proposal set forth in the
Company's Proxy Statement dated March 6, 1997 which was previously sent to you.
Concerning the proposal discussed below, the meeting has been adjourned to
Wednesday, May 28, 1997, when it will reconvene at 8:30 am (Pacific Time) at the
Company's corporate offices at 4424 N. Sullivan Road, Spokane, Washington.
The Board of Directors is recommending a vote in favor of the proposal.
The proposal is to approve and ratify a Restricted Stock Agreement between the
Company and Hiller Key Tronic Partners, L.P., ("HKT Partners") and to issue
restricted shares of Company Stock in exchange for, and in cancellation of, an
option owned by HKT Partners. While I do not have an interest in HKT Partners,
the executive officers of the Company who report to me are among the limited
partners of HKT Partners.
The proposal requires approval by holders of 66 2/3% of the Company's
outstanding shares. Due to a technical requirement, brokers who did not receive
specific voting instructions from their clients on Proposal 1 were unable to
vote a significant portion of the shares registered in their names by April 15.
Proxies representing approximately 60% of the outstanding shares had been
returned on April 15. Over 90% were in favor of the proposal. In view of the
overwhelmingly favorable percentage we felt it was important to adjourn the
meeting to reconvene on May 28, 1997 in order to give shareholders who had not
previously voted on this proposal the opportunity to do so.
Our records show that we have not yet received your proxy for the Special
Meeting. We would like to renew our request that you return a proxy showing how
you want your shares to be voted on Proposal 1. Please return the enclosed
proxy to assure representation of your shares.
Regardless of the number of shares you own, your vote is very important.
We would ask you to vote FOR Proposal 1 to ratify a restricted stock agreement
between the Company and HKT Partners, L.P., as outlined above by signing, dating
and returning the enclosed proxy card as soon as possible.
Thank you for your continued support.
Sincerely,
/s/ FRED W. WENNINGER
Fred W. Wenninger
Chief Executive Officer and President
Member of the Board of Directors
