<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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
--------------------------------------------------------------------------
Notes:
<PAGE>
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
__________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 22, 1997
__________________________________________________
The Annual Meeting of Shareholders of Video Display Corporation (the
Company") will be held on Friday, August 22, 1997, at 9:00 a.m., local time, at
the Hampton Inn, 1737 Mountain Industrial Blvd., Stone Mountain, Georgia, for
the following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Shareholders.
2. To transact such other business as may properly come before the meeting
or any reconvened meeting following any adjournment thereof.
Only shareholders of record at the close of business on July 7, 1997, 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
Chief Financial Officer and Secretary
Tucker, Georgia
June 25, 1997
1
<PAGE>
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
__________________________________________________
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 22, 1997
__________________________________________________
Information Concerning the Solicitation
This Proxy Statement, which is first being mailed to shareholders on or
about July 25, 1997, 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 22, 1997, 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 1997 Annual Report to Shareholders,
including financial statements for the year ended February 28, 1997, 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 1998 Annual Meeting of Shareholders must be received by the
Company on or before March 15, 1998.
2
<PAGE>
Outstanding Voting Securities
The Company has one class of Common Stock, no par value ("Common
Stock"), of which 3,907,413 shares were issued and outstanding on June 25, 1997.
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, 1997, 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 55 Chairman of the Board,
Chief Executive Officer and Director
Alfred J. Kenerleber 74 President, Chief Operating Officer and Director
Murray Fox 63 Chief Executive Officer of Fox International,
Ltd., Inc. (a subsidiary of the Company)
John McQueen 76 Director
Carleton E. Sawyer 68 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
acquisition 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. He is currently a consultant
for the Company's AWACS program.
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 September 20, 1996 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 WHOSE NAMES APPEAR
ABOVE AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED THEREON.
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. In May 1996, the Board of Directors
formalized a Compensation Committee consisting of two members, Ronald D. Ordway
and John McQueen. The Committee was formed in conjunction with the approval of
the 1996 Stock Option Plan with the intent of administration of that Plan. The
Board does not have a separate 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, reviews the activities and recommendations of the
Company's internal auditors, 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 1997, 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.
4
<PAGE>
COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of June 25, 1997 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 2,084,821(b) 48.6%
1868 Tucker Industrial Drive
Tucker, Georgia 30084
Alfred J. Kenerleber 364,740(c) 8.5%
1868 Tucker Industrial Drive
Tucker, Georgia 30084
John McQueen 25,000 (d)
1230 West Ina Road
Tucson, AZ 85704
Carleton Sawyer --- (d)
Rural Route 1 Box 512C, Streater Wood Road
Rumney, New Hampshire 03266
Dimensional Fund Advisors, Inc. 221,450 5.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Kenneth Lirtzman 25,000(e) (d)
1565 Shields Drive
Waukegan, Illinois 60085
Murray Fox 25,000(f) (d)
23600 Aurora Road
Bedford Heights, Ohio 44146
All Executive Officers and Directors 2,524,561(g) 58.9%
as a group (6 persons)
</TABLE>
______________________________
(Please see notes on next page)
5
<PAGE>
(Notes to Common Stock Ownership Table on Page 5.)
(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 602,500 shares owned by Karen W. Ordway, wife of Ronald D. Ordway,
of which 402,500 are held as custodian for Jonathan R. Ordway, son of
Ronald D. Ordway, and 600,000 owned by Jonathan R. Ordway. Includes
229,214 shares in form of convertible security.
(c) Includes 100,000 shares subject to exercisable stock options; 50,000 by
Alfred J. Kenerleber and 50,000 by Carol Kenerleber, an employee of the
Company and wife of Alfred J. Kenerleber.
(d) Less than one percent.
(e) Includes 25,000 shares subject to exercisable stock options.
(f) Includes 25,000 shares subject to exercisable stock options.
(g) Includes 45,000 shares subject to exercisable stock options and 229,214
shares in form of convertible debenture.
___________________________
EXECUTIVE OFFICERS
The following table identifies all persons who served as executive
officers of the Company at any time during fiscal year 1997, 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 55 Chairman of the Board, 1975
Chief Executive Officer and Director
Alfred J. Kenerleber 74 President, Chief Operating Officer and 1980
Director
Carol D. Franklin 36 Chief Financial Officer and Secretary 1995
Murray Fox 63 Chief Executive Officer of 1988
Fox International Ltd., Inc.
Ken Lirtzman 48 President, Vanco International, Inc. 1989
</TABLE>
All of the executive officers of the Company have served as officers
and/or have been employed by 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.
6
<PAGE>
TRANSACTIONS WITH AFFILIATES
During fiscal year 1997, the Company leased certain warehouse space from
shareholders, officers and directors under net operating leases with the terms
described below:
<TABLE>
<CAPTION>
Lessor and Affiliates' Annual Base
---------------------- -----------
Facility INTEREST IN LESSOR RENT EXPIRATION OF LEASE
-------- ------------------ ---- -------------------
<S> <C> <C> <C>
Corporate Headquarters, Ronald D. Ordway $187,000 October 31, 1998
Warehouse,
Tucker, Georgia
Warehouse, Ronald D. Ordway $120,000 December 31, 2001
Stone Mountain, Georgia
Warehouse, Tucker, Georgia Ronald D. Ordway $120,000 December 31, 2005
Warehouse and Office, American National Bank Trustee $188,000 April 30, 2001
Waukegan, Illinois 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 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.
Acquisitions
During fiscal 1994, the Chief Executive Officer ("CEO") and principal
shareholder of the Company incorporated a new company known as Teltron
Technologies, Inc. ("TTI"). TTI was 100% owned by the CEO. 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.'s assets to TTI. During April 1996, the Company exercised its
option to purchase all the assets and assume certain liabilities of TTI for a
purchase price of $963,000 consisting of cash and a $900,000 demand note payable
bearing interest at prime plus 1%.
On June 1, 1996, the Company acquired 100% of the stock of Z-Axis. The
CEO of the Company was a majority shareholder of Z-Axis. The Company issued
$2,000,000 in face value, 8% five year convertible subordinated debentures in
payment of the acquisition.
The Company had sales to TTI and Z-Axis of $93,000 which generated
profits for the Company of $22,000 prior to the acquisitions of the companies
during the fiscal year ended February 28, 1997. Sales
7
<PAGE>
and profits subsequent to the acquisition have been eliminated in consolidation.
Sales of $494,000 and $635,000 were recorded for TTI and Z-Axis during the
fiscal years ended February 29, 1996 and February 28, 1995, respectively, which
generated gross profits of approximately $168,000 and $175,000, respectively.
Officers and Shareholders
During 1997, the Company borrowed $900,000 from the CEO to purchase the
assets of Teltron as described above. During 1996, the Company borrowed and
repaid $200,000 to the CEO. The borrowings were under the terms of an unsecured
demand note bearing interest at prime plus 1%.
The Company has a subordinated debenture payable to a shareholder and
officer with an original balance of $340,000 payable in monthly installments of
$10,000 bearing interest at prime plus 1%. During 1994, this debenture was
converted into an unsecured demand note bearing interest at prime plus 1%. As of
February 28, 1997, there was $220,000 outstanding under this note. During 1997
and 1995, the Company borrowed $105,000 and $140,000, respectively, from the
same shareholder and repaid $5,000, $80,000 and $60,000 in 1997, 1996 and 1995,
respectively. The balance owed this shareholder under these notes was $100,000
as of February 28, 1997.
Subsequent Events
Subsequent to year end, the Company amended its line of credit with its
primary bank by reducing the maximum available to $4,500,000. The Company
entered into an additional agreement with a second bank to open a $3,500,000
line. In conjunction with the amendment and the new line, the Company borrowed
$2,800,000 from an officer and used the proceeds to pay down the original line.
The borrowing is in the form of a demand note payable with interest due monthly
at prime plus 1%.
8
<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 1997 and whose annual salary and bonus exceeds $100,000 (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
ANNUAL COMPENSATION COMPENSATION All Other
------------------------------------------- ------------ ---------
Other Annual All Other
Name and SALARY BONUS Compensation OPTIONS/ Compensation
Principal Position Year ($) ($) ($)(1) SARs (#) ($)(1)
------------------- ---- ------ ----- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald D. Ordway 1997 150,000 -- -- -- 1,436
Chairman of the Board, and 1996 150,000 -- -- -- 1,202
Director 1995 100,000 -- -- -- --
A.J. Kenerleber 1997 150,000 -- -- -- 1,911
President, COO and Director 1996 150,000 -- -- 50,000(2) 1,298
1995 100,000 -- -- -- --
Murray Fox 1997 140,000 -- -- -- 1,388
CEO-Fox International 1996 140,000 -- -- -- 1,414
Ltd., Inc. 1995 140,000 -- -- -- --
Kenneth Lirtzman 1997 135,000 -- -- -- 2,018
President-Vanco 1996 135,000 -- -- -- 1,832
International, Inc. 1995 126,000 54,000(4) -- 5,000(3) --
</TABLE>
___________________________________
(1) Amounts of "All Other Compensation" reflect Company matching contributions
pursuant to the Company's 401(k) Retirement Plan (a qualified salary
deferral plan under Section 401(k) of the Internal Revenue Code).
(2) Issued in recognition of exceptional contributions to the Company.
(3) Issued in conjunction with employment agreements entered into in
conjunction with acquisition of respective companies.
(4) Bonus paid in conjunction with employment agreement entered into in
conjunction with acquisition of respective companies.
_________________________________
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
No options were exercised by the Named Executive Officers during fiscal year
1997.
9
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
Shares Number of Unexercised In-the Money Options/SARs
Acquired Options/SARs at at
on VALUE FISCAL YEAR-END (#) Fiscal Year-End ($)(1)
Exercise Realized EXERCISABLE (E) EXERCISABLE (E)
Name (#) ($) Unexercisable (U) Unexercisable (U)
---- -------- -------- --------------------- ------------------------
<S> <C> <C> <C> <C>
A. J. Kenerleber -- -- 50,000 (E) $131,250 (U)
Murray Fox -- -- 25,000 (E) $(55,000) (E)
Kenneth Lirtzman -- -- 25,000 (E) $( 4,125) (E)
_______________________________
</TABLE>
(1) Represents the excess of the market value of the shares subject to such
options over the exercise price of such options with the fair market value
as of February 28, 1997 being $4.625.
Compensation Committee Report on Executive Compensation
The Compensation Committee has furnished the following report on
Executive Compensation:
The base salary for Messrs. Ordway and Kenerleber was determined by Mr.
Ordway, as Chairman of the Board and approved by the Compensation Committee.
There were no increases paid to Mr. Ordway or Mr. Kenerleber for the 1997 fiscal
year. For all executive officers base salary was determined based on prior
compensation, with adjustments for cost of living increases, changes in job
responsibility and job performance.
Members of the Compensation Committee
Ronald D. Ordway
John McQueen
10
<PAGE>
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 up to the first 8% of
gross compensation contributed by the employee. For the year ended February 28,
1997, the Company elected to match 50% of the first 4% of gross compensation
contributed by each employee.
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 Securities 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, 1997, all
Section 16(a) filing requirements applicable to directors, executive officers
and greater than ten percent beneficial owners were complied with.
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,
1997, and reinvestment of all dividends).
11
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Performance Graph for Video Display Corporation
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
LEGEND
CRSP Total Returns Index for: 02/28/92 02/28/93 02/28/94 02/28/95 02/28/96 02/28/97
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Video Display Corporation 100.0 129.3 65.9 37.8 82.9 90.2
Nasdaq Stock Market (US Companies) 100.0 106.5 126.0 127.7 178.0 212.3
Nasdaq Electronic Components Stocks 100.0 145.8 184.8 216.9 319.3 556.9
SIC 3670-3679 US & Foreign
Notes:
A. The lines represent monthly index levels derived form compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C: If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 02/28/92.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
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. Produced on 06/04/97, including data to 02/28/97.
12
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
BDO Seidman, LLP, 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, 1998. BDO Seidman, LLP served as the
company's independent auditors for fiscal years 1996 and 1997. 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, 1997,
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 REQUEST SHOULD BE
SENT TO: CORPORATE SECRETARY (FORM 10-K REQUEST), VIDEO DISPLAY CORPORATION,
1868 TUCKER INDUSTRIAL ROAD, TUCKER, GEORGIA 30084.
Please SIGN and RETURN the enclosed Proxy promptly.
June 25, 1997
13
<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.
<PAGE>
VIDEO DISPLAY CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING FOR HOLDERS OF COMMON STOCK--AUGUST 22, 1997
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 22, 1997, at 9:00 a.m. local time,
and any adjournments thereof, and to vote all of the shares of Common Stock of
said Corporation which the undersigned could vote, with all powers thereof the
undersigned would possess if personally present at such meeting.
Management (1) Election of Directors:
recommends [_] FOR all nominees [_] AGAINST [_] ABSTAIN
a vote FOR listed below all nominees from voting.
all nominees (except as below.
indicated).
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)
