SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
(x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
(x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
KENAN TRANSPORT COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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>
KENAN TRANSPORT COMPANY
CHAPEL HILL, NORTH CAROLINA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 1, 1995
The Annual Meeting of the Shareholders of KENAN TRANSPORT COMPANY, a North
Carolina corporation, will be held at The Kenan Center, Bowles Drive (adjacent
to the Dean Smith Student Activities Center), Chapel Hill, North Carolina, at
10:00 A.M. local time on Monday, May 1, 1995, for the following purposes:
(1) To elect a Board of Directors for the ensuing year;
(2) To approve an amendment to the 1994 Stock Bonus Plan;
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
It is requested that you read carefully this Notice of Annual Meeting and
the accompanying Proxy Statement for information on the matters to be considered
and acted upon.
The Board of Directors of the Company has fixed the close of business on
March 6, 1995, as the record date for the determination of shareholders entitled
to notice of and to vote at the meeting.
Information relating to the Company's activities and operations during the
fiscal year ended December 31, 1994, is contained in the Company's Annual
Report, which is enclosed.
Your Proxy is enclosed. You are cordially invited to attend the meeting in
person, but if you do not expect to attend, please date and sign your Proxy and
return it promptly in the enclosed envelope.
WILLIAM L. BOONE
SECRETARY
March 31, 1995
Chapel Hill, North Carolina
<PAGE>
KENAN TRANSPORT COMPANY
P.O. Box 2729
Chapel Hill, North Carolina 27515-2729
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of KENAN TRANSPORT COMPANY (the "Company")
for the Annual Meeting of the Shareholders to be held on May 1, 1995 at 10:00
A.M. local time, at The Kenan Center, Bowles Drive (adjacent to the Dean Smith
Student Activities Center), Chapel Hill, North Carolina. This Proxy Statement
and the accompanying Proxy were mailed on or about March 31, 1995.
Holders of shares of the Common Stock of the Company of record, at the
close of business on March 6, 1995, will be entitled to vote at the Annual
Meeting of Shareholders.
Shareholders who execute and return proxies will retain the right to revoke
them at any time before they are voted. When executed and not so revoked,
proxies will be voted in accordance therewith.
The solicitation of proxies by the Board of Directors will be by mail. The
total expense of such solicitation will be borne by the Company and will include
reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation material regarding the meeting to beneficial owners.
Further solicitation of proxies may be made by telephone or oral communication
with some shareholders of the Company following the original solicitation. All
such further solicitation will be made by regular employees of the Company who
will not be additionally compensated therefor, or by its transfer agent, and the
cost will be borne by the Company.
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only shareholders of record at the close of business on March 6, 1995, will
be entitled to notice of and to vote at the Annual Meeting. On such date,
the number
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of outstanding shares of Common Stock, no par value, was 2,378,339. Each
share of Common Stock is entitled to one vote.
The enclosed Proxy is designed to permit each shareholder of record at the
close of business on the record date to vote in the election of directors and on
other matters coming before the meeting. Two directors of the Company, Messrs.
Frank H. Kenan and Lee P. Shaffer, have been designated as proxies to vote
shares in accordance with the instructions on the Proxy.
PRINCIPAL SHAREHOLDERS
The following information shows the ownership on March 6, 1995, of Common
Stock of the Company by each person who owned of record, or was known by the
Company to own beneficially, more than five percent (5%) of such stock:
<TABLE>
<CAPTION>
SHARES OWNED
NAME AND ADDRESS (1) BENEFICIALLY PERCENT
<S> <C> <C>
Frank H. Kenan 866,400(2) 36.4%
P.O. Box 2729
Chapel Hill, NC
27515-2729
Quest Advisory Corp. 214,070(3) 9.0%
1414 Avenue of Americas
New York, NY 10019
Lee P. Shaffer 155,717 6.5%
P.O. Box 2729
Chapel Hill, NC
27515-2729
</TABLE>
(1) Does not include Owen G. Kenan, Thomas S. Kenan, III and Morgan Guaranty
Trust Company of New York, who may be deemed beneficial owners of more than five
percent (5%) of the Common Stock of the Company solely by reason of their
positions as trustees of a trust holding 300,000 shares of such Common Stock.
(2) Includes 2,440 shares owned beneficially by Mr. Kenan's wife. The
shares shown as beneficially owned by Mr. Kenan, however, do not include 300,000
shares owned by a trust of which Mr. Kenan is an income beneficiary and a
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<PAGE>
trustee and 26,900 shares held by The Kenan Family Foundation, a nonprofit
corporation of which Mr. Kenan is a director. These 326,900 shares, together
with the shares shown as beneficially owned by Mr. Kenan, aggregate 1,193,300
shares of Common Stock and constitute 50.2% of the outstanding shares of Common
Stock.
(3) Shares owned as of December 31, 1994, as reported to the Company on a
Schedule 13G dated February 10, 1995. The Schedule 13G reports that Quest
Advisory Corp. exercises sole voting and dispositive power over the shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, as of March 6, 1995, by its directors,
nominees for election as directors, named executive officers and by all
directors and officers as a group:
<TABLE>
<CAPTION>
NAME OF OFFICER, DIRECTOR SHARES OWNED
BENEFICIAL OWNER AND/OR NOMINEE BENEFICIALLY PERCENT
<S> <C> <C> <C>
Frank H. Kenan Officer, Director 866,400(1)(2) 36.4%
Lee P. Shaffer Officer, Director 155,717 6.5%
William L. Boone Officer 48,338 2.0%
Gary J. Knutson Officer 5,759 *
Lee P. Shaffer, III Officer 0 *
William C. Friday Director 2,050 *
Owen G. Kenan Director 32,820(2)(3) 1.4%
Thomas S. Kenan, III Director 39,980(2) 1.7%
Braxton Schell Director 700 *
Paul Wright, Jr. Director 3,175 *
All Directors and Executive Officers
as a Group (12 persons) 1,155,439(2) 48.6%
</TABLE>
* Represents less than 1%
(1) Includes 2,440 shares owned beneficially by Mr. Frank H. Kenan's wife.
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<PAGE>
(2) The shares shown as beneficially owned by Messrs. Frank H. Kenan, Owen
G. Kenan and Thomas S. Kenan, III, do not include 300,000 shares owned by a
trust of which they are income beneficiaries as well as trustees, and 26,900
shares held by The Kenan Family Foundation, a nonprofit corporation of which
each is a director. These 326,900 shares together with the shares shown as
beneficially owned by Frank H. Kenan aggregate 1,193,300 shares and constitute
50.2% of the outstanding shares of Common Stock. These 326,900 shares together
with the shares shown as beneficially owned by Owen G. Kenan aggregate 359,720
shares and constitute 15.1% of the outstanding shares of Common Stock. These
326,900 shares together with the shares shown as beneficially owned by Thomas S.
Kenan, III aggregate 366,880 shares and constitute 15.4% of the outstanding
shares of Common Stock. These 326,900 shares together with the shares shown as
beneficially owned by all directors and officers as a group aggregate 1,492,017
shares and constitute 62.7% of the outstanding shares of Common Stock.
(3) Includes 1,380 shares owned by Mr. Owen G. Kenan's spouse, 10,950
shares held by Mr. Owen G. Kenan's spouse as custodian for their children under
the Uniform Gifts to Minors Act and 11,490 shares held by a trust of which Mr.
Owen G. Kenan serves as trustee.
ELECTION OF DIRECTORS
At the meeting the shareholders will elect the Company's directors. The
Board of Directors has set the number of directors to be elected at the 1995
Annual Meeting at seven. All members of the present Board are nominees for
election to hold office until the next annual meeting of the shareholders and
until their successors have been duly elected. The nominees will be elected if
they receive a plurality of the votes cast for their election. Abstentions and
broker nonvotes will not affect the election results if a quorum is present.
If the enclosed Proxy is duly executed and received in time for the meeting
and if no contrary specifications are made as provided therein, it is the
intention of the persons named therein to vote the shares represented thereby
for the seven persons nominated for election as directors of the Company. If any
nominee should refuse or be unable to serve, the Proxy will be voted for such
persons as shall be
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<PAGE>
designated by the Board of Directors to replace any such nominee. The Board
of Directors presently has no knowledge that any of the nominees will refuse or
be unable to serve.
The following information is furnished with respect to nominees:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION; BUSINESS
EXPERIENCE PAST FIVE YEARS; OTHER DIRECTOR
NAME AGE DIRECTORSHIPS SINCE
<C> <C> <S> <C>
Frank H. Kenan 82 Chairman of the Board of Directors, 1949
Chief Executive Officer and
Treasurer of the Company
Lee P. Shaffer 56 President and Chief Operating 1967
Officer of the Company
William C. Friday 75 President, The William R. Kenan, 1988
Jr. Fund, Chapel Hill, NC
Owen G. Kenan (1) 51 President, Kenan Oil Company, 1978
Inc., Chapel Hill, NC; Director,
Central Carolina Bank & Trust
Company
Thomas S. Kenan, III (1) 57 President, The Westfield Company, 1964
Durham, NC
Braxton Schell 71 Attorney at Law, Schell Bray 1986
Aycock Abel & Livingston L.L.P.,
Greensboro, NC; Director, Texfi
Industries, Inc.
Paul Wright, Jr. 83 Retired, Former Vice Chairman of 1971
the Board of Central Carolina Bank
& Trust Company, Durham, NC
</TABLE>
(1) Messrs. Owen G. Kenan and Thomas S. Kenan, III are sons of Mr. Frank H.
Kenan.
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<PAGE>
The Board of Directors met two times during 1994. All directors attended
those meetings. In addition the Board took action by unanimous written consent
six times during 1994.
The Board of Directors has no standing nominating committee. The Board has
an Audit Committee, the purpose of which is to assist the Board of Directors in
assuring that the Company's financial reports are fairly presented and accurate,
that there is an adequate system of internal accounting controls and that the
auditors are independent and effectively performing their duties. The Committee
members are Messrs. William C. Friday, Frank H. Kenan and Paul Wright, Jr. The
Audit Committee met one time during 1994. The Company has a Compensation
Committee which met two times during 1994. See "Compensation Committee
Report" and "Compensation Committee Interlocks and Insider Participation."
The Company has a standing Executive Committee which may exercise all the
authority of the Board of Directors in the management and affairs of the
Company, except that the Committee may not authorize distributions; approve or
propose to shareholders action that North Carolina law requires be approved by
shareholders; fill vacancies on the Board of Directors or on any committee;
amend the Articles of Incorporation; adopt, amend, or repeal bylaws; approve a
plan of merger not requiring shareholder approval; authorize or approve
reacquisition of shares of capital stock of the Company, except according to a
formula or method prescribed by the Board of Directors; or authorize or approve
the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares. The members of the Executive Committee are Messrs. Frank H.
Kenan, Lee P. Shaffer and Thomas S. Kenan, III. The Executive Committee took
action by unanimous written consent three times during 1994.
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<PAGE>
COMPENSATION AND RELATED MATTERS
The following table sets forth the annual compensation paid or accrued by
the Company to or for the account of the Chief Executive Officer and the next
four most highly compensated executive officers of the Company for the years
ended December 31, 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION
POSITION YEAR ($) (2) ($) (3) ($)
<S> <C> <C> <C> <C>
Frank H. Kenan, 1994 -- -- --
Chairman, Chief 1993 -- -- --
Executive Officer 1992 -- -- --
Lee P. Shaffer, 1994 261,000 237,808 49,911
President, Chief 1993 251,000 225,500 43,542
Operating Officer 1992 236,500 118,250 35,687
William L. Boone, 1994 151,094 77,880 23,862
Vice President-Finance 1993 134,100 67,050 20,243
1992 126,500 63,250 16,861
Gary J. Knutson, 1994 94,139 48,840 12,504
Vice President-Sales 1993 88,900 44,450 11,309
1992 85,500 42,750 9,401
Lee P. Shaffer, III, (1) 1994 86,000 45,408 11,605
Vice President- 1993 81,100 11,354 10,087
Operations Services 1992 78,000 5,460 8,066
</TABLE>
(1) Mr. Lee P. Shaffer, III is the son of Mr. Lee P. Shaffer, President and
Chief Operating Officer of the Company.
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<PAGE>
(2) Includes the fair market value of stock to be awarded in 1995 under the
Company's 1994 Stock Bonus Plan for the 1994 fiscal year. The 1994 bonus is
contingent upon shareholder approval of the proposed amendment to the 1994 Stock
Bonus Plan. See "Proposal to Amend 1994 Stock Bonus Plan."
(3) Other compensation includes benefits paid or accrued by the Company to
the Company's Profit Sharing Retirement Plan (PSRP) and Supplemental Executive
Retirement Plan (SERP). Plan benefits accrued for the year ended December 31,
1994 are presented below:
<TABLE>
<CAPTION>
PSRP SERP
NAME ($) ($)
<S> <C> <C>
Lee P. Shaffer 10,290 39,621
William L. Boone 10,365 13,497
Gary J. Knutson 6,458 6,046
Lee P. Shaffer, III 6,678 4,927
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company were paid $1,000 for serving
on the Board. Audit Committee members and Compensation Committee members were
paid an additional $500 annual fee.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is responsible for the
Company's compensation policy, salary levels and incentive programs for
executives. By working with senior management and reviewing available industry
information, the Committee monitors executive compensation to fulfill the
objectives set forth below.
Compensation Philosophy
The Company maintains a compensation program that provides executive
employees with base salaries at competitive market levels and the opportunity to
earn incentive compensation when targeted performance goals are achieved. For
certain executive employees, a portion of the annual incentive compensation is
in
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<PAGE>
the form of stock. In addition, the Company offers retirement benefits to
its executives in the form of a Profit Sharing Plan and a Supplemental Executive
Retirement Plan. Through these three forms of compensation, the Company seeks to
attract, motivate and retain executives who can contribute to the success of the
business and offer certain executive employees an ownership interest in the
Company and thereby align the interests of management with those of
shareholders.
Salary
In establishing salary levels for executives, the Committee annually
monitors salaries at other businesses through two broad-based wage surveys, one
of which is specific to the trucking industry. Salary levels are set to compare
with averages as reported for similar-sized companies based on revenue.
The Committee evaluates compensation levels by comparing the Company's
performance results to performance results of competitors in the tank truck
industry. Performance comparisons are based on profits, profit margins and
operating ratios of the Company and its competitors as a group. According to the
most recent industry data available, the operating ratio and profit margins of
the Company compared favorably with other tank truck carriers.
Incentive Compensation
Under the Company's Stock Bonus Plan, selected officers and key executive
employees may earn incentive compensation. Under this plan, executives earn
stock in the Company for years in which the Company's annual net income exceeds
the average of the prior three years' net income. A maximum bonus for a
participant in any year is 75% of salary. An executive may elect to receive up
to 50% of the bonus for the year in cash, but at least 50% of the bonus for the
year is payable in Company stock in order to provide management a stake in the
Company's success. The Committee has recommended and the Board of Directors has
adopted, subject to shareholder approval, an amendment to the Plan giving the
Board discretion to exclude from the computation of net income as used in the
Plan certain "extraordinary items." See "Proposal to Amend 1994 Stock Bonus
Plan." The Company also offers incentive compensation programs, which are also
linked to the achievement of performance targets, for managers who do not
participate in the Stock Bonus Plan.
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CEO And President Compensation
Mr. Kenan, the Chief Executive Officer of the Company, receives no salary
or other compensation in such capacity. Salary levels for the other Named
Executive Officers for 1994, 1993 and 1992 are reported in the Summary
Compensation Table.
An additional bonus of $100,000 was paid in 1994 to Mr. Shaffer, President
and Chief Operating Officer of the Company. This amount is included in the
Summary Compensation Table. The Committee approved the additional bonus and
recommended it to the Board after reviewing the Company's performance in 1994,
the Company's increases in assets, book value and earnings during Mr. Shaffer's
30 years as President, and Mr. Shaffer's compensation compared to other
transportation company executives.
Frank H. Kenan Braxton Schell
William C. Friday Paul Wright, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Kenan serves as Chairman of the Board and Chief Executive Officer of the
Company.
The Company leases its corporate offices in University Square at 143 West
Franklin Street in Chapel Hill, North Carolina from Mr. Frank H. Kenan. Under a
five-year lease that became effective January 1, 1995, annual base lease
payments for 18,892 square feet of office space in years 1995 through 1999 are
$283,380, $289,048, $294,715, $300,383 and $306,050, respectively. The Board of
Directors, Mr. Kenan abstaining, has approved the lease contract. Based upon
studies performed by the Company of rental rates for comparable facilities, the
Company is satisfied that the rent paid to Mr. Kenan does not exceed market
rates in the area.
Mr. Schell is a partner in Schell Bray Aycock Abel & Livingston L.L.P.,
which provides legal services to the Company.
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<PAGE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
shareholder returns for the Company, the NASDAQ Market Index and an index of
peer companies. The comparison assumes a $100 investment on January 1, 1990 and
reinvestment of dividends.
(Performance Graph appears here plot points are as followed)
1989 1990 1991 1992 1993 1994
Kenan Transport $100 $70 $90 $110 $112 $135
Peer Group (1) $100 $83 $125 $153 $135 $128
NASDAQ Market $100 $80 $110 $110 $127 $165
(1) The peer group chosen consists of companies listed under Standard
Industrial Classification Code 4213 - trucking, except local.
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<PAGE>
PROPOSAL TO AMEND 1994 STOCK BONUS PLAN
The Board of Directors has adopted, subject to shareholder approval, an
amendment to the Company's 1994 Stock Bonus Plan (the "Plan"). The Plan
presently provides that participants receive bonuses based on the percentage
increase in the net income for the year in question as reported in the Company's
Annual Report to Shareholders over the average net income for the immediately
preceding three years. The amendment provides the Board of Directors with
discretion to exclude from the computation of net income as used in the Plan any
amount determined by the independent certified public accountants who audit the
financial statements of the Company to be an "extraordinary item" under
generally accepted accounting principles. If this amendment is approved by
shareholders, it will have the effect of allowing the Board of Directors to
authorize bonuses under the Plan that are higher or lower than bonuses payable
under the Plan as presently in effect. If approved, the amendment will be
effective for bonuses payable under the Plan for 1994.
The shareholders approved the Plan at the 1994 Annual Meeting. Currently,
six executive employees are participants in the Plan. Bonuses are paid in the
form of stock or, at an executive's option, up to 50% of the bonus is payable in
cash. Each executive is entitled to receive a bonus equal to 2.4% of his annual
salary for each percentage increase in net income over the average net income
for the immediately preceding three years.
If approved by shareholders, this amendment will affect bonuses to be paid
to executives for 1994. The Company's net income for 1994, as reported in the
audited Annual Report to Shareholders, reflects a non-cash reduction in net
income in the amount of $823,000 resulting from an extraordinary item which
relates to a write-off of intrastate operating rights, which were impacted by
federal legislation generally prohibiting states from regulating the rates,
routes and entry of motor carriers. If this extraordinary item is included in
the calculation of bonuses for executives under the Plan, no bonuses would be
paid for 1994, but if this extraordinary item is excluded in that calculation,
the aggregate amount available for bonuses to the six executives who participate
in the Plan would total $396,264. The Board of Directors believes that inclusion
of the extraordinary item for 1994 in the calculation of bonuses does not
accurately reflect the performance of the Company for the year and that similar
circumstances may arise in future years which would make it appropriate for
extraordinary items to be eliminated
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<PAGE>
from the bonus calculation, which action might increase or decrease the
bonuses payable for a particular year.
The proposed amendment requires the approval of the majority of the
outstanding shares of Common Stock present in person or by proxy and entitled to
vote at the Annual Meeting. Abstentions and broker nonvotes will have the effect
of a vote against the proposal. The Board of Directors recommends a vote FOR the
adoption of the proposed amendment to the 1994 Stock Bonus Plan.
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<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the independent public accountants for the
Company in 1994 and they will be considered for appointment for 1995 at the
Board of Directors' meeting following the meeting of shareholders. A
representative of the firm will be in attendance at the shareholders' meeting
and will have the opportunity to make a statement if he desires to do so and
will be available to respond to shareholder questions.
OTHER MATTERS
The Board of Directors knows of no other matters that may properly be, or
which are likely to be, brought before the meeting; however, if any other
matters are properly brought before the meeting, the persons who are named in
the enclosed Proxy or their substitutes will vote in accordance with their best
judgment on such matters.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the next annual meeting of the
Company's shareholders must be received by the Company at its principal offices,
Fifth Floor, University Square-West, 143 West Franklin Street, Chapel Hill,
North Carolina 27516-3910, on or before December 1, 1995, in order to be
included in the Company's next Proxy Statement for such annual meeting.
By Order of the Board of Directors
WILLIAM L. BOONE
SECRETARY
March 31, 1995
Chapel Hill, North Carolina
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<PAGE>
****************************************************************************
APPENDIX
PROXY PROXY SOLICITATED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS OF
KENAN TRANSPORT COMPANY
The undersigned having received Notice of Meeting and Proxy Statement dated
March 31, 1995, hereby appoints FRANK H. KENAN and LEE P. SHAFFER, and each or
any of them as proxies, with full power of substitution and revocation, to
represent the undersigned and to vote as designated below, all shares of Common
Stock of KENAN TRANSPORT COMPANY, which the undersigned is entitled to vote at
the Annual Meeting of the Shareholders of the Company to be held on May 1, 1995
at The Kenan Center, Bowles Drive, Chapel Hill, North Carolina at 10:00 A.M.,
local time or any adjournment thereof.
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED FOR THE NOMINEES FOR DIRECTOR.
(1) ELECTION OF DIRECTORS
[ ] FOR all nominees listed below; except vote withheld for the nominees whose
names are written in the space below
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
FRANK H. KENAN THOMAS S. KENAN, III LEE P. SHAFFER PAULWRIGHT, JR.
WILLIAM C. FRIDAY OWENG. KENAN BRAXTON SCHELL
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
(CONTINUED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM REVERSE SIDE)
(2) To approve the amendment to the 1994 Stock Bonus Plan of the Company.
FOR AGAINST ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
Dated , 1995
Signature
Please sign the proxy exactly as name appears. Joint owners should sign
personally. Trustees and others signing in a representative capacity should
indicate the capacity in which they sign.
PLEASE MARK, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
