<PAGE>
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:
[x] Preliminary Proxy Statement [_] CONFIDENTIAL FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(o)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
VIDEO DISPLAY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
VIDEO DISPLAY CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14a.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
(5) Total fee paid:
_______________________________________________________________________
[_] Fee paid previously 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>
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
__________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 18, 1995
__________________________________________________
The Annual Meeting of Shareholders of Video Display Corporation (the
Company") will be held on Friday, August 18, 1995 at 8:30 a.m., local time, at
the Hampton Inn, 1737 Mountain Industrial Boulevard, Stone Mountain, Georgia for
the following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Shareholders; and
2. To transact such other business as may properly come before the meeting
or any reconvened meeting following any adjournment thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement dated June 28, 1995.
Only shareholders of record at the close of business on July 7, 1995, will
be entitled to receive notice of and to vote at the meeting. The transfer books
will not be closed. A complete list of the shareholders entitled to vote at the
meeting will be available for inspection by shareholders at the offices of the
Company immediately prior to the meeting.
The Annual Meeting may be adjourned from time to time without notice other
than announcement at the Annual Meeting, and any business for which notice of
the Annual Meeting is hereby given may be transacted at any reconvened meeting
following such adjournment.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY. SHAREHOLDERS WHO ARE
PRESENT AT THE MEETING MAY REVOKE THEIR PROXY AND VOTE IN PERSON IF THEY SO
DESIRE.
By Order of the Board of Directors,
/s/ Carol D. Franklin
----------------------------------
Carol D. Franklin
Assistant Secretary
Tucker, Georgia
July 18, 1995
<PAGE>
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
__________________________________________________
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 18, 1995
__________________________________________________
Information Concerning the Solicitation
- ---------------------------------------
This Proxy Statement, which is first being mailed to shareholders on or
about July 18, 1995, is furnished in connection with the solicitation by the
Board of Directors of Video Display Corporation (the "Company"), of proxies to
be voted at the Annual Meeting of Stockholders to be held on August 18, 1995 at
the place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders, and at any reconvened meeting following any adjournment
thereof (the "Meeting"). The Company's 1995 Annual Report to Shareholders,
including financial statements for the year ended February 28, 1995, accompanies
this Proxy Statement.
The accompanying proxy is solicited by the Board of Directors of the
Company (the "Board"). The proxy is revocable at any time before it is
exercised. A proxy may be revoked by filing a revoking instrument or a duly
executed proxy bearing a later date with the Secretary of the Company or by
attending the Meeting and voting in person. The shares represented by proxies
received by the Board will be voted at the Meeting.
Each shareholder is entitled to one vote on each proposal per share of
Common Stock held as of the record date. In determining whether a quorum exists
at the Meeting for purposes of all matters to be voted on, all votes "for" or
"against," as well as all abstentions (including votes to withhold authority to
vote in certain cases), with respect to the proposal receiving the most such
votes, will be counted. The vote required for the election of directors is a
plurality of the votes cast by the shares entitled to vote in the election,
provided a quorum is present. Consequently, abstentions and broker non-votes
will not be counted as part of the base number of votes to be used in
determining if the proposal for the election of directors has received the
requisite number of base votes for approval. Thus, with respect to the proposal
for the election of directors, an abstention or broker non-vote will have no
effect.
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by mail, certain officers, directors and employees may, without
compensation, solicit proxies by telephone, telegraph and personal interview.
The Company may reimburse brokerage firms and others for expenses incurred in
forwarding solicitation material to the beneficial owners of the Company's
Common Stock.
Shareholders' Proposals for Next Annual Meeting
- -----------------------------------------------
Shareholder proposals intended to be presented in the proxy materials
relating to the 1996 Annual Meeting of Shareholders must be received by the
Company on or before March 15, 1996.
2
<PAGE>
Outstanding Voting Securities
- -----------------------------
The Company has one class of Common Stock, no par value ("Common Stock"),
of which 3,902,413 shares were issued and outstanding on June 28, 1995. Each
outstanding share is entitled to one vote. The Company also has a class of
preferred stock authorized, no shares of which are issued and outstanding at the
present time. Only holders of Common Stock of record at the close of business
on July 7, 1995, are entitled to vote at the meeting.
ELECTION OF DIRECTORS
Five directors will be elected at the Meeting, each to serve until the next
Annual Meeting of Shareholders or until a successor has been duly elected and
qualified. The persons named in the accompanying Proxy intend to vote the
proxies, if authorized, for the election as directors of the five (5) persons
named below as nominees.
If prior to the Meeting the Board should learn that any nominee will be
unable to serve by reason of death, incapacity or other unexpected occurrence,
the proxies that would have otherwise been voted for such nominee will be voted
for such substitute nominee as selected by the Board. Alternatively, the
proxies may, at the Board's discretion, be voted for such fewer number of
nominees as results from such death, incapacity or other unexpected occurrence.
The Board has no reason to believe that any of the nominees will be unable to
serve.
All of the nominees are currently directors of the Company. Information
about the Company's directors, including their principal occupation for the past
five years, is set forth below:
<TABLE>
<CAPTION>
Name Age Present Position with the Company
- ---------------------- --- -----------------------------------------------
<S> <C> <C>
Ronald D. Ordway 53 Chairman of the Board,
Chief Executive Officer and Director
Alfred J. Kenerleber 72 President, Chief Operating Officer and Director
Murray Fox 61 Chief Executive Officer of Fox International,
Ltd., Inc. (a subsidiary of the Company)
John McQueen 74 Director
Carleton E. Sawyer 66 Director
</TABLE>
Mr. Ordway is a founder of the Company and has served as Chairman of the
Board, Chief Executive Officer and as a Director since 1975.
Mr. Kenerleber is a founder of the Company and has served as President,
Chief Operating Officer and as a Director since 1980.
Mr. Fox was elected a Director of the Company in 1994. He has been
involved in the consumer electronics parts business since 1955. He has served
as Chief Executive Officer of Fox International Ltd., Inc. since the Company's
acquistion of Fox in 1988.
3
<PAGE>
Mr. Sawyer was elected a Director of the Company in 1984. Until 1988, he
was Chairman and President of Display Components, Inc., a Massachusetts
manufacturer of magnetic electron optical devices.
Mr. McQueen was elected a Director of the Company in 1986. Mr. McQueen
served as the President of Southwest Vacuum Devices, Inc. until 1990, and
currently acts as a consultant to the Company specializing in the engineering
and manufacture of electron gun mount devices.
All directors were elected to their current term of office at the Company's
Annual Meeting of Shareholders on August 12, 1994, and their terms of office
expire at the next Annual Meeting of Shareholders.
ELECTION OF EACH OF THE FIVE NOMINEES WILL REQUIRE THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A PLURALITY OF THE COMPANY'S OUTSTANDING COMMON STOCK REPRESENTED
IN PERSON OR BY PROXY AT THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ELECTION OF EACH OF THE NOMINEES HOSE NAMES APPEAR ABOVE AND PROXIES
EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED THEREON.
4
<PAGE>
OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
----------------------------------------------------
Directors' Fees
- ---------------
The Company's policy is to pay to directors, who are not also officers of
the Company, $200 per meeting attended, plus reimbursement of travel expenses.
Committees of the Board of Directors and Meeting Attendance
- -----------------------------------------------------------
The Board held four meetings via telephone conference during the last
fiscal year, with all actions by the Board subsequently ratified by execution of
consent resolutions by each member of the Board. The Board has an Audit
Committee comprised of three members. The Board does not have a separate
compensation committee or a nominating committee.
The members of the Audit Committee are Ron Ordway, Carleton Sawyer and John
McQueen. The Audit Committee met one time during the last fiscal year. The
Audit Committee recommends engagement of the independent auditors, considers the
fee arrangement and scope of the audit, reviews the financial statements and the
independent auditors' report, considers comments made by the independent
auditors with respect to the Company's internal control structure, and reviews
internal accounting procedures and controls with the Company's financial and
accounting staff.
During fiscal year 1995, all of the Directors attended at least 75% of the
aggregate number of meetings of the Board and meetings of committees of the
Board on which they serve.
5
<PAGE>
COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of June 28, 1995 with respect to (i) those persons
known by the Company to own more than 5% of the outstanding Common Stock of the
Company; (ii) each director of the Company; (iii) each executive officer listed
in the Summary Compensation Table who is not a director; and (iv) the beneficial
ownership of all directors and executive officers as a group:
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares (a) Percent of Class
- ------------------------------------ ---------------------- -----------------
<S> <C> <C>
Ronald D. Ordway 2,048,107(b) 52.5%
1868 Tucker Industrial Drive
Tucker, Georgia 30084
Alfred J. Kenerleber 264,740 6.8%
1868 Tucker Industrial Drive
Tucker, Georgia 30084
John McQueen 25,000 (c)
1230 West Ina Road
Tucson, AZ 85704
Carleton Sawyer - (c)
Rural Route 1 Box 512C, Streater Wood Road
Rumney, New Hampshire 03266
FMR Corp. 229,500 5.9%
82 Devonshire Street
Boston, Massachusetts 02109
Kenneth Lirtzman 25,000(d) (c)
1565 Shields Drive
Waukegan, Illinois 60085
Murray Fox 45,000(e) 1.2%
23500 Aurora Road
Bedford Heights, Ohio 44146
All Executive Officers and Directors 2,637,347(f) 67.6%
as a group (6 persons)
- --------------------
</TABLE>
(a) Information relating to beneficial ownership of Common Stock is based upon
information furnished by each five percent shareholder, director and
executive officer using "beneficial ownership" concepts set forth in rules
promulgated by the Securities and Exchange Commission under Section 13(d)
of the Securities Exchange Act of 1934. Except as indicated in other
footnotes to this table, each person possessed sole voting and investment
power with respect to all shares set forth by his name.
(b) Includes 402,500 shares owned by Karen W. Ordway, wife of Ronald D. Ordway,
as custodian for Jonathan R. Ordway, son of Ronald D. Ordway and 600,000
owned by Jonathan R. Ordway.
(c) Less than one percent.
(d) Includes 20,000 shares subject to exercisable stock options.
(e) Includes 25,000 shares subject to exercisable stock options.
(f) Includes 45,000 shares subject to exercisable stock options.
6
<PAGE>
EXECUTIVE OFFICERS
The following table identifies all persons who served as executive
officers of the Company at any time during fiscal year 1995, along with certain
information including their ages and positions with the Company:
<TABLE>
<CAPTION>
Name Age Present Position with the Company Officer Since
- ----------------------- --- -------------------------------------------- ----------------
<S> <C> <C> <C>
Ronald D. Ordway 53 Chairman of the Board, 1975
Chief Executive Officer and Director
Alfred J. Kenerleber 72 President, Chief Operating Officer and 1980
Director
Edwin B. Cordell, Jr. 35 Chief Financial Officer and Secretary 1987(a)
Murray Fox 61 Chief Executive Officer of Fox 1988
International
Ltd., Inc.
Ken Lirtzman 46 President, Vanco International, Inc. 1989
</TABLE>
All executive officers of the Company have been employed by and have
served as officers of the Company for at least the last five years. Each
executive officer is elected by the Board, or by the Board of Directors of a
subsidiary of the Company, and serves at the pleasure of such Board until his
successor has been elected and has qualified, or until his earlier death,
resignation, removal, retirement or disqualification.
(a) Mr. Cordell left the Company's employment in November 1994. The Company
continues to evaluate replacements for the position of Chief Financial Officer.
Employment Agreements
- ---------------------
The Company has an employment agreement with Murray Fox through May 9, 1996.
The agreement provides for a base salary of $150,000 for the year ending May 9,
1996. Included in the base salary is an amount of up to 10% of such base salary
which may be allocated to benefits including health, life, disability, and auto
insurance, automobile or other designated benefits subject to Board approval.
Additionally, the employment agreement provides that Mr. Fox shall receive an
annual incentive bonus equal to 10% of the amount by which the annual pretax
earnings of Fox International Ltd., Inc., a subsidiary of the Company, during a
given fiscal year exceeds the three year average pretax earnings of Fox
International during such fiscal year and the two previous fiscal years.
Additionally, Mr. Fox received options on each anniversary date of the agreement
to purchase 5,000 shares of Common Stock at the fair market value of such stock
on the date of grant.
The Company had an employment agreement with Kenneth Lirtzman through February
28, 1995. The agreement provided for a base salary of $126,000 for the year
ending February 28, 1995.
7
<PAGE>
TRANSACTIONS WITH AFFILIATES
----------------------------
During fiscal year 1995, the Company leased three of its manufacturing
facilities and certain warehouse space from shareholders, officers and directors
under net operating leases with the terms described below:
<TABLE>
<CAPTION>
Facility Lessor and Affiliates' Annual Base Rent Expiration of Lease
- --------- Interest in Lessor ---------------- -------------------
----------------------
<S> <C> <C> <C>
Corporate Ronald D. Ordway $173,000 October 31, 1998
Headquarters,
Warehouse, Tucker,
Georgia
Warehouse, Stone Ronald D. Ordway $120,000 December 31, 1996
Mountain, Georgia
Warehouse and Office, American National $178,000 April 30, 2001
Waukegan, Illinois Bank Trustee for a
Trust of which Ronald
D. Ordway and Murray
Fox each own a
16.67% beneficiary
interest, and Kenneth
Lirtzman owns a 5.4%
beneficiary interest
Warehouse, Atlanta, Ronald D. Ordway $ 24,000 Month to Month
Georgia
Warehouse and Office Murray Fox $ 48,000 Month to Month
Chicago, Illinois
</TABLE>
The Board believes that the terms of the leases are reasonable and in the best
interest of the Company.
8
<PAGE>
TRANSACTIONS WITH AFFILIATES (CONTINUED)
Teltron Technologies, Inc.
- --------------------------
During fiscal 1994, Ronald D. Ordway and Alfred J. Kenerleber incorporated a new
company known as Teltron Technologies, Inc. (TTI). In August 1993, TTI purchased
from Meridien Bank the outstanding secured indebtedness of Teltron, Inc., an
insolvent customer of the Company, which gave effective control of Teltron, Inc.
assets to TTI. The Company had sales to TTI of $195,000 and $112,000 for the
years ended February 28, 1995 and 1994, respectively. In addition, the Company
had trade accounts receivables from TTI of $59,000 at February 28, 1995.
Officers and Shareholders
- -------------------------
During fiscal 1995, the Company repaid $1,200,000 to Ronald D. Ordway. The
borrowings were under the terms of an unsecured demand note bearing interest at
prime plus 1%.
The Company has a demand note bearing interest at prime plus 1% payable to
Murray Fox. As of February 28, 1995, there was $220,000 outstanding under this
note. During 1995, the Company borrowed an additional $140,000 from this
shareholder and officer and repaid $135,000. The balance owed to this
shareholder and officer is $300,000.
9
<PAGE>
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Executive Compensation
- ----------------------
The following table sets forth the annual and long-term compensation for the
last three fiscal years for the Company's Chief Executive Officer and the three
executive officers who were serving as executive officers at the end of fiscal
year 1995 and whose annual salary and bonus exceeds $100,000 (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Annual Compensation Long-Term All Other
Compensation
------------------------------
Other All
Name and Annual Other
Principal Salary Bonus Compen- Options/ Compen-
Position Year ($) ($) sation SARs (#) sation
- ------------------------ ---- -------- ------- ----------- ---------- ----------------
($)(1) ($)(2)
----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Ronald D. Ordway 1995 100,000 - - - -
1994 120,000 50,000 - - 2,149
Chairman of the Board, 1993 120,000 - - - ---------
and Director -
A.J. Kenerleber 1995 100,000 - - - -
President, COO and 1994 120,000 50,000 - - -
Director 1993 110,000 - - - 2,338
Murray Fox 1995 140,000 - - - -
CEO-Fox International 1994 130,000 - - 5,000 -
Ltd., Inc. 1993 120,000 - - 5,000 2,393
Kenneth Lirtzman 1995 126,000 54,000 - 5,000 -
President-Vanco 1994 121,000 55,000 - 5,000 -
International, Inc. 1993 117,000 26,000 - 5,000 2,708
</TABLE>
- --------------------
(1) For 1994 and 1993, no amounts of "Other Annual Compensation" were paid to
each Named Executive Officer, except for perquisites and other personal
benefits, securities or properties which for each Named Executive Officer
did not exceed the lesser of $50,000 or ten percent of such individual's
salary plus annual bonus.
(2) For 1994 and 1993, amounts of "All Other Compensation" reflect Company
matching contributions pursuant to the Company's 401(k) Retirement Plan (a
qualified salary deferral plan under Section 401(k) of the Internal Revenue
Code).
Option/SAR Grants in Last Fiscal Year
- -------------------------------------
There were no Options/SARs granted during fiscal year 1995 to the Named
Executive Officers:
10
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
- -------------------------------------------------------
Fiscal Year-End Option/SAR Values
- ---------------------------------
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock granted in fiscal year 1995 and in prior
years under the Company's Employee Stock Option Plan to the Named Executive
Officers and held by them as of February 28, 1995. No options were exercised by
the Named Executive Officers during fiscal year 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
---------------------------------------------------
AND FISCAL YEAR-END OPTION/SAR VALUES
-------------------------------------
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the Money
Options/SARs at Options/SARs at
Fiscal Year-End (#) Fiscal Year-End ($)(1)
Shares Acquired Value Exercisable (E) Exercisable (E)
Name on Exercise (#) Realized ($) Unexercisable (U) Unexercisable (U)
- ------------------ ---------------- ------------ ---------------------- -----------------------
<S> <C> <C> <C> <C>
Murray Fox - - 25,000 (E) - (E)
Kenneth Lirtzman - - 25,000 (E) - (E)
</TABLE>
- --------------------
(1) Based on the fair market value as of February 28, 1995 ($1.625 per share
closing stock price) of the option shares less the exercise price of the
options.
Compensation Committee Report on Executive Compensation
- -------------------------------------------------------
The Board has furnished the following report on Executive Compensation:
During fiscal year 1995, the Company did not have a separate Compensation
Committee. The base salary for Messrs. Ordway and Kenerleber was determined by
Mr. Ordway, as Chairman of the Board. For all executive officers except Messrs.
Fox and Lirtzman, base salary was determined based on prior compensation, with
adjustments for cost of living increases, changes in job responsibility and job
performance.
Compensation for Messrs. Fox and Lirtzman is based on the terms of employment
agreements entered into with Mr. Fox in 1988 in connection with the acquisition
of Fox International, Inc. and with Mr. Lirtzman in 1989 in connection with the
acquisition of Vanco International, Inc. The terms of such employment
agreements are described in a prior section of this Proxy Statement.
Members of the Board of Directors
Ronald D. Ordway
Alfred J. Kenerleber
Murray Fox
John McQueen
Carleton E. Sawyer
11
<PAGE>
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
During the 1995 fiscal year, the Company did not have a Compensation Committee
of the Board of Directors. The current members of the Board are Messrs. Ordway
(Chairman), Kenerleber, McQueen, Fox and Sawyer. Messrs. Ordway, Kenerleber
and Fox served as executive officers of the Company, and Mr. McQueen served as a
consultant to the Company, during the 1995 fiscal year.
COMPENSATION PURSUANT TO PLANS
------------------------------
In 1992, the Company adopted a 401(k) Retirement Plan that covers
substantially all employees. Employee contributions are limited to 15% of each
employee's compensation, and the Company may match 50% of the first 4%
contributed by the employee. The Company elected not to match during fiscal
year ended February 28, 1995.
The Company has established a stock option plan as a performance incentive
program. The options may be granted to key employees at a price not less than
fair market value at the time the options are granted and are exercisable
beginning on the first anniversary of the grant for a period not to exceed ten
years from date of grant.
SECTION 16(A) REPORTING
-----------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock, to file with the Securties and Exchange Commission (the
"SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Directors, executive
officers and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the two-year period ended February 28, 1995, all
Section 16(a) filing requirements applicable to directors, executive officers
and greater than ten percent beneficial owners were complied with, except that
Mr. Fox failed to file reports disclosing the grant to him of stock options on
May 9, 1993 , and Mr. Lirtzman failed to file reports disclosing the grant to
him of stock options on October 1, 1992 and October 1, 1993.
12
<PAGE>
PERFORMANCE GRAPH
The following line-graph presentation compares cumulative, five-year
shareholder returns of the Company with the NASDAQ Stock Market (U.S. Companies)
and an industry group composed of manufacturers of electronic components over
the same period (assuming the investment of $100 in the Company's Common Stock,
the NASDAQ Stock Market (U.S. Companies) and the industry group on February 28,
1990, and reinvestment of all dividends).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
------------------------------------------------
PERFORMANCE GRAPH FOR VIDEO DISPLAY CORPORATION
-----------------------------------------------
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG VIDEO DISPLAY CORP., NASDAQ INDEX AND
NASDAQ ELECTRONIC COMPONENTS STOCKS INDEX
<CAPTION>
VIDEO NASDAQ NASDAQ ELECTRONIC
MEASUREMENT PERIOD DISPLAY (U.S. COMPANIES) COMPONENTS STOCKS
(Fiscal year Covered) CORP. INDEX INDEX
- --------------------- ------- --------------- -----------------
<S> <C> <C> <C>
Measurement PT -
02/28/90 $100.00 $100.00 $100.00
FYE 02/28/91 $121.6 $110.2 $112.9
FYE 02/28/92 $110.8 $157.2 $161.0
FYE 02/28/93 $143.2 $167.2 $235.0
FYE 02/28/94 $ 73.0 $198.0 $297.6
FYE 02/28/95 $ 41.9 $200.7 $350.5
</TABLE>
13
<PAGE>
Total return calculations for the NASDAQ Stock Market (U.S. Companies) and
--------------------------------------------------------------------------
the Peer Index were prepared by the Center for Research in Security Prices, The
- -------------------------------------------------------------------------------
University of Chicago. The Peer Index is currently composed of the
- -------------------------------------------------------------------
approximately 116 companies, including the Company, in the Standard Industrial
- ------------------------------------------------------------------------------
Classification ("SIC") Code Group 367 for electronic components. Information
- -----------------------------------------------------------------------------
with regard to SIC classifications in general can be found in the Standard
- --------------------------------------------------------------------------
Industrial Classification Manual published by the Executive Office of the
- -------------------------------------------------------------------------
President, Office of Management and Budget. Specific information regarding the
- -------------------------------------------------------------------------------
companies comprising the Peer Index, SIC Code Group 367, will be provided to any
- --------------------------------------------------------------------------------
shareholder upon request to the Secretary of the Company.
- ---------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
BDO Seidman, Atlanta, Georgia, has been engaged by the Board of Directors of
the Company as auditors for the Company and its subsidiaries for the fiscal year
ending February 28, 1996. BDO Seidman served as the company's independent
auditors from January 20, 1995 through the fiscal yar end. Ernst and Young, LLP
served as the Company's independent auditors for the fiscal year ended February
28, 1994 and the interim period March 1, 1994 to January 20, 1995. A Form 8-K
was filed January 20, 1995 reflecting the change. Management expects that a
representative of BDO Seidman will be present at the Meeting to make a statement
if he or she desires to do so and to be available to answer appropriate
questions posed by shareholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board does not know of any
business which will be presented for consideration at the Meeting other than
that specified herein and in the Notice of Annual Meeting of Shareholders, but
if other matters are presented, it is the intention of the persons designated as
proxies to vote in accordance with their judgment on such matters.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995, TO
EACH PERSON WHO IS A SHAREHOLDER OF THE COMPANY UPON RECEIPT FROM ANY SUCH
PERSON OF A WRITTEN REQUEST FOR SUCH ANNUAL REPORT. ALL SUCH REQUESTS SHOULD BE
SENT TO: CORPORATE SECRETARY (FORM 10-K REQUEST), VIDEO DISPLAY CORPORATION,
1868 TUCKER INDUSTRIAL DRIVE, TUCKER, GEORGIA 30084.
Please SIGN and RETURN the enclosed Proxy promptly.
July 18, 1995
14
<PAGE>
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS SPECIFIED.
IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF
NOMINEES AND "FOR" ALL PROPOSALS.
Dated
------------------------------------
-----------------------------------------
Signature
-----------------------------------------
Joint Signature if applicable
Please sign exactly as the name appears on the
left. If shares are jointly held, all joint
owners should sign. When signing as executor,
administrator, attorney, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate name
by authorized officer. If a partnership, please
sign in partnership name by authorized officer.
________________________________________________________________________________
VIDEO DISPLAY CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING FOR HOLDERS OF COMMON STOCK---AUGUST 18, 1995
The undersigned hereby constitutes and appoints R. D. Ordway and A. J.
Kenerleber, or either of them acting in the absence of the other, with full
power of substitution the true and lawful attorneys and proxies of the
undersigned, to attend the Annual Meeting of Shareholders of Video Display
Corporation to be held at the Hampton Inn, 1737 Mountain Industrial Boulevard,
Stone Mountain, Georgia, on Friday, August 18, 1995, at 8:30 a.m. local time,
and any adjournments therof, and to vote all of the shares of Common Stock of
said Corporation which the undersigned could vote, with all powers therof the
undersigned would possess if personally present at such meeting.
<TABLE>
<S> <C>
Managemen (1) Election of Directors:
recommends [ ] FOR all nominees listed below [ ] AGAINST [ ] ABSTAIN
a vote FOR (except as indicated) all nominees below. from all nominees
voting. ---------------------
</TABLE>
If you wish to vote against any individual nominee,strike a line
through that nominee's name in the list below:
RONALD D. ORDWAY, ALFRED J. KENERLEBER, JOHN MCQUEEN, MURRAY FOX AND
CARLETON E. SAWYER
If you wish to abstain from voting for any individual nominee, strike
a line through that nominee's name in the list below:
RONALD D. ORDWAY, ALFRED J. KENERLEBER, JOHN MCQUEEN, MURRAY FOX AND
CARLETON E. SAWYER
(2) In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the meeting.
(Please sign and date on other side and return in the enclosed envelope)
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