SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) of Rule 14a-12
O'SULLIVAN CORPORATION
(Name of Registrant as Specified In Its Charter)
Anthony A. Barone
Vice President, CFO and Secretary
O'Sullivan Corporation
1944 Valley Avenue
Winchester, Virginia 22601
(703) 667-6666
(Name of Person(s) Filing Proxy Statement
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(j)(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:
_________________________________________________________________
__/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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 of Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
April 1, 1994
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, April 26, 1994
To The Holders of Common Stock:
Notice is hereby given that the annual meeting of stockholders of
O'Sullivan Corporation will be held on Tuesday, April 26, 1994, at 11:00
a.m., at the office of the Company, City of Winchester, Virginia for the
purpose of:
(a) Election of directors for the ensuing year;
(b) Approval of the appointment of Yount, Hyde & Barbour, P.C.,
of Winchester, Virginia, as auditors for the ensuing year; and
(c) Action on any other matter that may properly come before the
meeting.
Enclosed you will find a proxy form, a proxy statement, and the 1993
annual report.
Only stockholders of record at the close of business March 18, 1994, will
be entitled to vote at the meeting.
The Board of Directors would like to have as many stockholders as
possible attend the meeting in person. However, whether or not you plan to
be present, please date, sign, and mail the enclosed proxy promptly in the
enclosed stamped return envelope.
If you plan to attend the meeting this year, please complete and return
the enclosed Annual Meeting Registration card so that we can better plan
all necessary arrangements for the meeting.
Anthony A. Barone
---------------------
ANTHONY A. BARONE
Vice President, CFO & Secretary
1
April 1, 1994
O'Sullivan Corporation
1944 Valley Avenue
Winchester, Virginia 22601
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1994
The enclosed proxy is solicited by and on behalf of the Board of
Directors of O'Sullivan Corporation (the "Company") for the 1994 annual
meeting of stockholders of the Company scheduled for April 26, 1994, or any
adjournments thereof, for the purposes set forth in the attached notice of
annual meeting.
Any stockholder executing a proxy can revoke it at any time before it is
voted, and the giving of this proxy will not affect the right of the
stockholder to attend the meeting and vote in person.
Except for the election of directors, action on a matter submitted to the
stockholders at the meeting will be approved if a quorum is present at the
meeting and the votes cast in favor of the action constitute a majority of
the shares represented at the meeting and entitled to vote. With respect
to the election of directors, the eleven nominees receiving the greatest
number of votes cast for the election of directors will be elected,
assuming a quorum is present at the meeting. Presence in person or by
proxy of the holders of a majority of the outstanding shares of Common
Stock entitled to vote at the meeting will constitute a quorum. Shares for
which the holder has elected to abstain or to withhold the proxy's
authority to vote (including broker non-votes) on a matter will count
toward a quorum but will have no effect on the action taken with respect to
such matter.
2
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Each holder of record of the Common Stock of the Company, $1.00 par value
(the "Common Stock"), at the close of business on March 18, 1994, will be
entitled to one vote for each share registered in his name on each matter
brought before the meeting. At the close of business on March 18, 1994,
16,484,891 shares of the Common Stock were outstanding and entitled to
vote.
The following table sets forth certain information as to the beneficial
ownership of the Company's Common Stock by any person known to the Company
to be the beneficial owner of more than five percent of such stock as of
February 28, 1994. To the best knowledge of the Company, the persons named
in the table have sole voting and investment powers with respect to shares
shown as owned by them.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ----------------------- -------------------- --------
Arthur H. Bryant II 3,997,511 24.2%
P. O. Box 275
Alexandria, VA 22313
Magalen O. Bryant 1,016,471 6.2%
Locust Hill Farm
Middleburg, VA 22117
ELECTION OF DIRECTORS
A board of eleven directors of the Company is to be elected at the
meeting to serve until the next annual meeting or until their successors
are elected. Each of the nominees listed below is presently a director of
the Company, and each was elected by the stockholders at the last annual
meeting. At the annual meeting of the stockholders held April 27, 1993,
78.8% of the outstanding Common Stock was represented either in person or
by proxy. Less than 5% of the shares represented at such meeting was voted
against each director nominated.
Proxies will be voted for the election of each of the eleven nominees
listed below unless a contrary intention is indicated in the space provided
on the proxy form. If any proxy form is marked to withhold authority to
vote for the election of directors nominated, the proxy will not be voted
for any nominee. Each director nominee has agreed to serve if elected. If
any nominee is unable or unavailable to serve, a circumstance which is not
expected, the proxy may be voted for the election of other persons that may
be nominated during the meeting, except that any proxy that is marked to
withhold authority to vote for election of directors will not be voted for
any nominee.
3
Nominees, who are now members of the board of directors with terms of
office expiring April 26, 1994, are:
NAME, AGE, COMPANY POSITIONS, DIRECTOR COMMON STOCK PERCENT
PRINCIPAL OCCUPATION AND SINCE BENEFICIALLY OF CLASS
DIRECTORSHIPS IN PUBLIC OWNED AS OF
CORPORATIONS 2/28/94
- ------------------------------ -------- ------------ --------
John J. Armstrong, 69 1986(4) 138,541(2) .8%
Palm City, FL,
Private Investor;
Former President of the
Company, 1971-1975
C. Hugh Bloom, Jr., 60 1990 4,403 - -
Easton, PA,
President, C.F. Martin & Co., Inc.
Arthur H. Bryant, II, 51 1967 3,997,511(1) 24.2%
Alexandria, VA,
Chairman of the Board and
Chief Executive Officer of the Company
Magalen O. Bryant, 65 1982 1,016,471 6.2%
Middleburg, VA,
Private Investor; Director, Carlisle
Companies, Incorporated and Dover Corporation
Harry F. Byrd, Jr., 79 1983 11,177 0.1%
Winchester, VA,
U.S. Senator, Retired and Chairman,
Rockingham Publishing Co., Inc.;
Director, Park Communications
Max C. Chapman, Jr., 50 1989 37,202 0.2%
Scarborough, NY,
Chairman, Nomura Securities
International, Inc.; Director,
The Nomura Securities Co., Ltd.
James T. Holland, 53 1984 111,275(2)(3) 0.7%
Winchester, VA,
President and Chief Operating
Officer of the Company since 1986;
Executive Vice President, 1984-1986;
Vice President and Treasurer, 1979-1984
James P. Jamieson, 87 1955 82,145(2) 0.5%
Sperryville, VA,
Consultant on Issuance of Tax
Exempt Securities
Alexander W. Neal, Jr., 78 1983 56,094(2) 0.3%
Richmond, VA,
Retired Partner, law firm of McGuire,
Woods, Battle & Boothe
4
Paul Terretta, 77 1949 13,078 0.1%
Winchester, VA,
Retired
C. Ridgely White, 82 1955 25,770 0.2%
Winchester, VA,
Private Investor
All Officers and Directors as a
group (22 persons) 5,702,341(1)(2) 34.3%
(3)
In addition to the officer-directors listed above the remaining officers
named in the summary compensation table had the following beneficial
ownership of shares at February 28, 1994:
COMMON STOCK
BENEFICIALLY
OWNED AS OF PERCENT
NAME AND TITLE 2/28/94 OF CLASS
- ------------------------- ------------ --------
James L. Tremoulis,
Vice President 21,638(3) 0.1%
Lawrence E. Kelly,
Vice President (A) - - - -
John S. Campbell,
Vice President 21,553(3) 0.1%
(1) Includes 1,832,665 shares as executor of the Estate of J.C. Herbert
Bryant and 2,119,528 shares as President and Trustee of the Bryant
Foundation.
(2) Includes the following shares held by the spouses, children or
associates of the following directors, which shares may be deemed held
subject to shared investment and voting powers: John J. Armstrong,
12,497 shares; James T. Holland, 6,444 shares; James P. Jamieson,
10,000 shares; Alexander W. Neal, Jr., 3,451 shares.
(3) Includes the following shares for which options are held under the
Company's Incentive Stock Option Plan: James T. Holland, 30,228 shares;
all Officers and Directors as a group, 142,958 shares; James L.
Tremoulis, 22,401 shares; John S. Campbell, 21,402 shares.
(4) Mr. Armstrong previously served as a director of the Company for the
period 1971 to 1983.
(A) Separated from service as of February 28, 1994.
Under the securities laws of the United States, the Company's directors,
its officers, and any persons holding ten percent or more of the Company's
common stock are required to report their ownership of the Company's common
stock and any changes in that ownership to the Securities and Exchange
5
Commission and the American Stock Exchange. Specific due dates for these
reports have been established and the Company is required to report in this
proxy statement any failure to file by these dates during 1993. During the
year, James L. Tremoulis, an officer, filed a Form 4 reporting the sale of
250 shares of common stock in February, 1993, one month late. William O.
Bauserman and Dee S. Johnston, officers, each filed a Form 4 reporting the
purchase of 20 shares of common stock in December, 1993, one month late.
Ewen Campbell and Edgar Roller, officers, each filed their initial Form 3
more than ten days after becoming officers. These filings indicated that
neither officer owned any shares of the Company, or any unrestricted
options to purchase shares of the Company. In making this statement, the
Company has relied on the written representations of its incumbent
directors and officers and copies of the reports that they have filed with
the Commission.
COMMITTEES OF THE BOARD OF DIRECTORS
AND MEETING ATTENDANCE
During 1993, four quarterly board meetings were held and all of the
incumbent board members attended at least 75% of the meetings of the board
and any committees on which they served.
The Company has an Audit Committee which consists of Messrs. Jamieson,
Byrd, and White. All members of the Audit Committee are outside directors.
Mr. Jamieson serves as Chairman of the Audit Committee. The Audit
Committee met three times during 1993. One meeting is anticipated during
1994. The principal responsibilities of the Audit Committee are to direct
the activity of the internal and external audit functions, recommend the
selection of external auditors to the board, provide for the continuing
review of the underlying internal controls of the Company, and review
published financial reports by the Company.
There is a Compensation and Stock Option Committee of the board which
consists of Messrs. Armstrong, Byrd, Chapman and Neal. All members of the
Compensation and Stock Option Committee are outside directors. Mr.
Armstrong serves as Chairman of this committee. The Compensation and Stock
Option Committee met three times during 1993. The Committee is responsible
for administering the Company's 1985 Incentive Stock Option Plan and for
reviewing and making recommendations to the board with respect to
compensation of officers and directors. The Committee also determines the
key employees who should receive options and the number of shares to be
granted under options.
COMPENSATION OF DIRECTORS
A fee of $1,000 per quarter was paid to each non-employee director for
1993. An additional $1,500 attendance fee was paid to each non-employee
director for regular directors' meetings held in January and April. An
attendance fee of $2,000 was paid for regular directors' meetings held in
July and October. If all meetings were attended during 1993, a total of
$11,000 would have been paid. Non-employee committee members are paid $200
for each meeting attended. All expenses in attending meetings are borne by
the directors.
6
MANAGEMENT REMUNERATION
Summary Compensation Table
- --------------------------
The following table provides certain information concerning annual and
long-term compensation paid to or accrued on behalf of the Chairman and
Chief Executive Officer of the Company and the four other most highly
compensated executive officers (the "Named Executive Officers") for the
years 1991, 1992, and 1993.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
- --------------------------------------------- --------- ------------------
Name and Principal Options All Other
Occupation Year Salary($) Bonus($) (#) Compensation($)(B)
Arthur H. 1993 $307,000 $ - - - - $25,297
Bryant, II 1992 272,000 - - - - 8,849
Chairman & CEO 1991 262,000 - - - - 9,070
James T. 1993 $306,400 $ - - - - $49,958
Holland 1992 271,400 - - 10,660 37,160
President & COO 1991 261,400 - - - - 34,987
James L. 1993 $131,000 $ 27,396 - - $ 9,135
Tremoulis 1992 126,000 - - 8,200 9,328
Vice President 1991 121,000 - - - - 8,543
Lawrence E. 1993 $156,000 $ - - - - $15,934
Kelly (A) 1992 146,000 35,378 5,000 18,263
Vice President 1991 92,110 - - - - - -
John S. 1993 $156,000 $ 87,736 - - $12,855
Campbell 1992 146,000 11,698 8,200 11,392
Vice President 1991 121,000 - - - - 9,328
(A) Joined the Company during 1991; separated from service in January,
1994.
(B) The "All Other Compensation" column includes amounts accrued under the
Company's Deferred Compensation Program, split dollar life insurance
premiums paid by the Company and Company contributions to the Company's
Retirement Savings Plan. These amounts reflected in the table for 1993
are as follows:
Name Deferred Split Retirement
Compensation Dollar Savings Plan
Accrual Premium Contribution
- --------------------- ------------ -------- ------------
Arthur H. Bryant $16,241 $1,981 $ 7,075
James T. Holland $36,024 $2,142 $11,792
7
James L. Tremoulis $ 3,611 $ - - $ 5,524
Lawrence E. Kelly $ 6,617 $ - - $ 9,317
John S. Campbell $ 4,765 $ - - $ 8,090
Deferred Compensation Program
- -----------------------------
During 1985, the Company initiated a deferred compensation program for
key employees of the Company. Under this program, the Company has agreed
to pay to each covered employee a certain sum annually for fifteen years
upon his retirement or, in the event of his death, to his designated
beneficiary. The annual amount payable to each of the Named Executive
Officers upon retirement at age 65 is as follows: Mr. Bryant, $150,000,
Mr. Holland, $150,000, Mr. Tremoulis, $30,000, Mr. Kelly, $20,000, and Mr.
Campbell, $30,000. A benefit is also paid if the employee terminates
employment (other than by his voluntary action or discharge for cause)
before he attains age 65. In that event, the amount of the benefit depends
on the employee's years of service with the Company (with the full benefit
paid only if the employee has completed 25 years of service).
The Company has purchased individual life insurance contracts with
respect to each employee covered by this program. The Company is the owner
and beneficiary of these insurance contracts. The employees are general
creditors of the Company with respect to these benefits.
Split-Dollar Life Insurance
- ---------------------------
In 1979, the Company initiated a split-dollar insurance program for
certain key employees. The face amount of each policy is $100,000. The
premium is split between the Company and the employee. No portion of the
premium is expensed for financial reporting purposes since the Company will
recoup its cost in full.
Retirement Savings Plan
- -----------------------
On January 31, 1989, the Board of Directors approved a trusteed
Retirement Savings Plan (the "Plan"), effective March 1, 1989, that covers
all employees of the Company and its subsidiaries whose employment is not
governed by the terms of a collective bargaining agreement between employee
representatives and the Company or its subsidiaries. It is the current
intent of the Company to contribute three percent (3%) of a participant's
annual compensation to the Plan without an employee contribution being
required, and to make an additional matching contribution of up to two
percent (2%) of annual compensation if the participant contributes an equal
amount.
During 1993, total Company contributions to this Plan for salaried
employees consisted of a normal Plan contribution of 3% of eligible
participants' annual compensation plus an additional matching contribution
of up to 2% of the participant's annual compensation.
8
Stock Option Holdings
- ---------------------
The following table provides information concerning the number and value
of unexercised stock options held as of December 31, 1993 by the Named
Executive Officers. None of the Named Executive Officers exercised stock
options during 1993. No options were granted to any of the Named Executive
Officers during 1993.
LAST FISCAL YEAR END OPTION VALUES
Number Of Unexercised Value Of Unexercised
Options At FY-End In-The-Money Options At FY-End
Exercisable (1) Exercisable (1)
Name Unexercisable(2) Unexercisable(2)
- ------------------- --------------------- ------------------------------
Arthur H. Bryant II
Chairman & CEO - - - -
James T. Holland
President & COO 19,568(1) $ - -(1)
10,660(2) $ 7,249(2)
James L. Tremoulis
Vice President 14,202(1) $ - -(1)
8,200(2) $ 5,576(2)
Lawrence E. Kelly
Vice President - -(1) $ - -(1)
5,000(2) $ 3,400(2)
John S. Campbell
Vice President 13,202(1) $ - -(1)
8,200(2) $ 5,576(2)
Report of Compensation and Stock Option Committee on Executive Compensation
- ---------------------------------------------------------------------------
The Compensation and Stock Option Committee is composed of Directors who
are not employees of the Company. The Committee reviews and recommends to
the Board of Directors the implementation of a compensation structure that
is intended to enhance the profitability of the Company and, consequently,
shareholder value. The compensation of the senior executives is structured
as a combination of salary, annual bonuses dependent on profitability,
stock options, and a deferred compensation program. This compensation
structure is intended to align closely the financial interests of the
Company's senior executives with those of the Company's shareholders.
At the beginning of each fiscal year, the Committee reviews proposals
submitted by the Chairman (who is also the Company's Chief Executive
Officer) and President for annual salaries and bonuses for the senior
executives. The Committee determines the amount of the salary and
projected bonus to be paid to each senior executive for the year. For
1993, the Committee made its determination based on subjective factors.
9
The 1993 salary and projected bonus for each senior executive was set at a
level consistent with the Company's historical practice and in amounts
considered appropriate, taking into account the past performance of the
executive and the efforts required of the executive in an increasingly
competitive business environment. For 1993, the Committee approved
increases in salaries and projected bonuses, because the Company had
increased its profits in the preceding year and management expected the
Company to be even more profitable for the 1993 fiscal year.
The 1993 bonus program for the Chairman was structured so that the
Chairman's bonus, when added to his salary, would be a specified percentage
of the Company's consolidated net income before bonuses and taxes for the
year. The President's 1993 bonus program was structured in the same
manner.
The bonuses for the other senior executives who are responsible for
overall management of the Company would be paid from a bonus pool equal to
a specified percentage of the Company's consolidated net income before
bonuses and taxes in excess of a specified level. The bonus pool would be
allocated to the executives based on their salaries and an evaluation of
the executive's attainment of personal goals and objectives, as determined
by the Chairman and President. The bonuses for the senior executives who
are directly responsible for divisions of the Company depended upon the
profitability of their divisions, based on the net income before bonuses
and taxes of their divisions. These bonuses were expressed as specified
percentages of such net income, and were subject to an evaluation of the
executive's attainment of personal goals and objectives, as determined by
the Chairman and President.
The profitability requirements for the bonuses of the Chairman and
President were not met for the 1993 year, so no bonuses were paid to the
Chairman and President for the year. The profitability requirements for
the bonuses of the other senior executives (other than those in the
calendered products division) also were not met for the 1993 year, so no
bonuses were paid to those executives for the year. The executives of the
calendered products division received bonuses for the 1993 year in
accordance with their bonus program.
The Committee grants long-term incentive compensation in the form of
stock options. The Committee considers stock options to be an important
means of compensating executives for their efforts and ensuring that the
executives maintain their incentive to increase the profitability of the
Company and the value of the Company's stock. Because of the Chairman's
substantial existing shareholdings, the Chairman has not received stock
options under the Company's stock option plan. No options were granted to
executive officers in 1993.
In 1985, the Company implemented a deferred compensation program that
provides benefits to the executive officers upon their retirement or death,
or upon their termination of employment (other than by the executive's
voluntary action or discharge for cause) after at least ten years of
employment with the Company. This program is intended to provide executives
with an additional incentive to remain with the Company.
10
Section 162(m) of the Internal Revenue Code of 1986, as amended, which
was enacted in 1993, imposes a $1,000,000 limit on the amount of
compensation that will be deductible by the Company each year with respect
to each of the Chief Executive Officer and the four other most highly
compensated executive officers. The compensation level of the Company's
executives is well below this $1,000,000 limit.
When setting compensation, the Committee takes into account the
complexity of the Company's business and the need for strong, involved
management. The Committee also takes into account the substantial changes
in the Company's business and business environment during recent years, and
the special efforts made by senior management to continue the Company's
profitability despite significant economic pressures and competition. The
Committee recognizes that senior management has made significant efforts to
enhance the position of the Company as a supplier to the OEM (original
equipment manufacturers) automotive industry and to seek diversification
into other profitable areas. Senior management has overseen the
introduction of a substantial number of new production tools and the
construction of two new facilities, which have required significant expense
by the Company and a significant time commitment by the senior executives.
In 1993, senior management devoted a substantial amount of time to
assimilating the diversification effort of the Company, represented by the
acquisition of Melnor Inc., into the day to day operations of the Company.
The Company expects to continue to reap the benefit of these efforts.
John J. Armstrong (Committee Chairman)
Harry F. Byrd, Jr.
Max C. Chapman, Jr.
Alexander W. Neal, Jr.
COMPARATIVE PERFORMANCE
The following graph compares the yearly percentage change in the
cumulative total stockholder return of the Company's common stock against
the cumulative total return of the S&P Composite 500 Stock Index and a
group of public companies, each of which supplies products to the domestic
OEM automotive industry that are similar to those supplied by the Company
(the "peer group") for the five-year period beginning January 1, 1988 and
ending December 31, 1993.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
O'SULLIVAN CORPORATION, S&P 500 INDEX AND PEER GROUP
MEASURED PERIOD O'SULLIVAN PEER S&P 500
(FISCAL YEAR COVERED) CORPORATION GROUP INDEX
- --------------------- ------------ ------------ ------------
DECEMBER 1988 100.00 100.00 100.00
DECEMBER 1989 67.01 80.46 131.69
DECEMBER 1990 51.60 55.45 127.60
DECEMBER 1991 55.70 78.13 166.47
DECEMBER 1992 68.03 92.90 179.15
DECEMBER 1993 65.34 136.05 197.21
The peer group consists of: Automotive Industries Holdings, Inc.;
Donnelly Corporation; Gencorp, Inc.; Larrizza Industries; The Standard
Products Company; and Trinova Corporation.
11
SELECTION OF AUDITORS
Yount, Hyde & Barbour, P.C., a firm of certified public accountants of
Winchester, Virginia, has served as auditors of the Company for several
years. The Board of Directors recommends their appointment for the ensuing
year and will ask the stockholders to approve such an appointment.
Representatives of the auditing firm are expected to be present at the
stockholders' meeting and will have the opportunity to make a statement if
they desire to do so and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder desiring to make a proposal to be acted upon at the 1995
Annual Meeting tentatively scheduled for Tuesday, April 25, 1995, must
present such proposal to the Company at its principal office in Winchester,
Virginia not later than December 1, 1994, in order for the proposal to be
considered for inclusion in the Company's proxy statement. Additionally,
any stockholder who wishes to make a proposal or a nomination for a
director from the floor at the 1994 stockholders' meeting must advise the
Secretary of the Company in writing, mailed no later than April 16, 1994,
of the nature of the proposal or the name, address, and business background
of the nominee, as the case may be.
MISCELLANEOUS
The annual report to stockholders, containing financial statements and
pertinent footnotes thereto, is included with the mailing of this proxy
statement.
Anthony A. Barone
---------------------
ANTHONY A. BARONE
Vice President, CFO & Secretary
12
GRAPHIC MATERIAL CROSS-REFERENCE PAGE
A common stock performance graph showing a comparison of the cumulative
five year total return for O'Sullivan Corporation's common stock, the
Standard & Poor's Composite 500 Stock Index and a group of public
companies, each of which supplies products to the domestic OEM automotive
industry that are similar to those supplied by O'Sullivan Corporation ( the
"peer group"). The figures indicating the cumulative total return over the
five-year period are shown on page 11.
[FRONT]
PROXY COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF O'SULLIVAN CORPORATION
The undersigned hereby appoints A.H. Bryant II, J.P. Jamieson, and J.T. Holland
and each or any of them, proxy for the undersigned, with power of substitution,
to vote with the same force and effect as the undersigned at the annual meeting
of the stockholders of O'Sullivan Corporation on April 26, 1994 and any adjourn-
ment thereof. The matters to be voted upon at this stockholders' meeting are
listed on the other side. PLEASE READ EACH ITEM CAREFULLY.
The proxy may be revoked at any time before it is voted, and the giving of
this proxy will not affect the right of the stockholder to attend the
meeting and vote in person. This proxy will be voted as specified and in
the absence of direction will be voted FOR each of the matters listed.
The management does not know any other matters which will be presented for
action at the meeting, but the persons named in the proxy intend to vote or
act with respect to any other proposal which may be presented for action
according to their judgement in light of conditions then prevailing.
CONTINUED ON OTHER SIDE
[BACK]
THE MATTERS TO BE VOTED UPON ARE: ####
A. The election of directors for the ensuing year:
[ ] For all nominees listed below
J.J. Armstrong C.H. Bloom, Jr. A.H. Bryant II M.O. Bryant
J.T. Holland J.P. Jamieson A.W. Neal, Jr. P. Terretta
H.F. Byrd, Jr. M.C. Chapman, Jr. C.R. White
[ ] For all nominees listed above except as marked to the contrary
below (Instruction: to withhold authority to vote for any
individual nominee, write the nominee's name in the space provided
below.)
_________________________________________________________________
[ ] Withhold authority to vote for all nominees listed above.
B. Approval of the appointment of Yount, Hyde & Barbour, P.C. of
Winchester, Virginia as auditors for the company for the ensuing year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
C. Upon such other matters as may properly come before the meeting.
------------------------ ---------
SIGNATURE DATE
------------------------ ---------
SIGNATURE DATE
Please sign, exactly as name appears above, date and return this proxy
using the enclosed envelope. When shares are owned by joint tenants, both
should sign. When signing as attorney, as executor, administrator, trustee
or guardian, please give full title as such.
