<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
VIDEO DISPLAY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
-------------------------------------------------------------------------
Notes:
<PAGE>
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
--------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 1998
--------------------------------------------------
The Annual Meeting of Shareholders of Video Display Corporation (the
"Company") will be held on Friday, August 21, 1998, 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 10, 1998, 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,
Carol D. Franklin
Chief Financial Officer and Secretary
Tucker, Georgia
June 19, 1998
<PAGE>
VIDEO DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
--------------------------------------------------
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 21, 1998
--------------------------------------------------
Information Concerning the Solicitation
This Proxy Statement, which is first being mailed to shareholders on or about
July 10, 1998, 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 21, 1998, 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 1998 Annual Report to Shareholders,
including financial statements for the year ended February 28, 1998, 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 1999 Annual Meeting of Shareholders must be received by the Company on or
before March 15, 1999.
<PAGE>
Outstanding Voting Securities
The Company has one class of Common Stock, no par value ("Common Stock"), of
which 3,924,512 shares were issued and outstanding on June 19, 1998. 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 10, 1998, 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:
NAME AGE PRESENT POSITION WITH THE COMPANY
- ---- --- ---------------------------------
Ronald D. Ordway 56 Chairman of the Board,
Chief Executive Officer and Director
Ervin Kuczogi 58 President and Director
Murray Fox 64 Chief Executive Officer of Fox International,
Ltd., Inc. (a subsidiary of the Company)
John McQueen 77 Director
Carleton E. Sawyer 69 Director
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. Kuczogi was appointed President and Director of the Company in June 1998
to complete the term vacated by the death of Mr. Kenerleber. Mr. Kuczogi has
been Vice President of the Company since 1991 when Chroma Video, Inc., a
subsidiary of the Company since 1986, was merged into the Company. He was
President of Chroma Video from the date of acquisition.
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.
2
<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, except Mr. Kuczogi, were elected to their current term of
office at the Company's Annual Meeting of Shareholders on August 22, 1997.
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 and a Compensation Committee consisting of
two members, Ronald D. Ordway and John McQueen. 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 1998, 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.
3
<PAGE>
COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of June 19, 1998 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 2,033,254(b) 46.8%
1868 Tucker Industrial Drive
Tucker, Georgia 30084
Estate of Alfred J. Kenerleber 334,740(c) 7.7%
1868 Tucker Industrial Drive
Tucker, Georgia 30084
John McQueen 25,000 (d)
1230 West Ina Road
Tucson, AZ 85704
Ervin Kuczogi 52,000(e) 1.3%
Park Street and Riverside Drive
White Mills, Pennsylvania 18473
FMR-Corporation 278,600 7.13%
82 Devonshire Street
Boston, Maine 02109
Carleton Sawyer (d)
Rural Route 1 Box 512C, Streater Wood Road
Rumney, New Hampshire 03266
Dimensional Fund Advisors, Inc. 236,850 5.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Kenneth Lirtzman 25,000(f) (d)
1565 Shields Drive
Waukegan, Illinois 60085
Murray Fox 25,000(g) (d)
23600 Aurora Road
Bedford Heights, Ohio 44146
All Executive Officers and Directors 2,160,254(h) 49.7%
as a group (6 persons)
</TABLE>
- ----------------
(Please see notes on next page)
4
<PAGE>
(Notes to Common Stock Ownership Table on Page 4.)
(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
estate of A.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 50,000 shares subject to exercisable stock options.
(f) Includes 20,000 shares subject to exercisable stock options.
(g) Includes 25,000 shares subject to exercisable stock options.
(h) Includes 95,000 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 1998, along with certain information
including their ages and positions with the Company:
NAME AGE PRESENT POSITION WITH THE COMPANY OFFICER SINCE
- ---- --- ------------------------------------- -------------
Ronald D. Ordway 56 Chairman of the Board, 1975
Chief Executive Officer and Director
Alfred J. Kenerleber 75 President, Chief Operating Officer 1980-
and Director 1998(1)
Carol D. Franklin 37 Chief Financial Officer and Secretary 1995
Murray Fox 64 Chief Executive Officer of 1988
Fox International Ltd., Inc.
Ken Lirtzman 49 President, Vanco International, Inc. 1989
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.
5
<PAGE>
TRANSACTIONS WITH AFFILIATES
During fiscal year 1998, 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'
----------------------------
FACILITY INTEREST IN LESSOR ANNUAL BASE 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.
Officers and Shareholders
During fiscal 1998, the Company borrowed $2,800,000 from the CEO in
conjunction with the bank refinancing discussed in Note 5 of the audited
financial statements. During 1997, the Company borrowed $900,000 from the CEO
to purchase the assets of Teltron Technologies, Inc. Both of these borrowings
were combined into one note payable due on demand with interest payable monthly
at prime plus one percent. During fiscal 1998, $800,000 was repaid. Subsequent
to February 28, 1998, the Company repaid an additional $1,600,000.
In fiscal 1997, the Company had a $320,000 demand note payable to a
shareholder and officer of the Company. That note was repaid in full during
fiscal 1998.
6
<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 four
executive officers who were serving as executive officers at the end of fiscal
year 1998 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 (#) ($)(1)
- ------------------------ --------- ---------- ---------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald D. Ordway 1998 150,000 - - - 2,818
Chairman of the Board, 1997 150,000 - - - 1,436
and Director 1996 150,000 - - - 1,202
A.J. Kenerleber 1998 150,000 - - - 3,056
President, COO and 1997 150,000 - - - 1,911
Director 1996 150,000 - - 50,000(2) 1,298
Murray Fox 1998 140,000 - - - 2,800
CEO-Fox International 1997 140,000 - - - 1,388
Ltd., Inc. 1996 140,000 - - - 1,414
Kenneth Lirtzman 1998 135,000 - - - 2,691
President-Vanco 1997 135,000 - - - 2,018
International, Inc. 1996 135,000 - - - 1,832
</TABLE>
- ---------------------
(1) Amounts of "All Other Compensation" reflect Company matching contributions
pursuant to the Company's 401(k) Retirement Plan (a qualified salary
deferral plan under Section 401(k) of the Internal Revenue Code).
(2) Issued in recognition of exceptional contributions to the Company.
- ---------------------
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
No options were exercised by the Named Executive Officers during fiscal year
1998.
7
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
ON EXERCISE VALUE EXERCISABLE (E) EXERCISABLE (E)
NAME (#) REALIZED ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
- ---- ----------- ------------ --------------------- ----------------------
<S> <C> <C> <C> <C>
A. J. Kenerleber -- -- 50,000(E) $368,750 (E)
Murray Fox -- -- 25,000 (E) $163,125 (E)
Kenneth Lirtzman -- -- 25,000 (E) $ 99,000 (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, 1998 being $9.375.
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 1998 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
8
<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 up to the first 4% of gross
compensation contributed by the employee. For the year ended February 28, 1998,
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, 1998, 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,
1998, and reinvestment of all dividends).
9
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
[PERFORMANCE GRAPH FOR VIDEO DISPLAY CORPORATION]
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 02/28/93 02/28/94 02/28/95 02/28/96 02/28/97 02/28/98
- ---------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Video Display Corporation 100.0 50.9 29.2 64.2 69.8 143.4
Nasdaq Stock Market (US Companies) 100.0 118.3 120.0 167.2 199.5 272.9
Nasdaq Electronic Components Stocks 100.0 126.7 148.7 218.9 382.1 471.1
SIC 3670-3679 US & Foreign
</TABLE>
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 02/28/93.
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 06/09/98
including data to 02/28/98.
10
<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, 1999. BDO Seidman, LLP served as the company's
independent auditors since 1996. 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, 1998, 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 19, 1998
11
<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 21, 1998
The undersigned hereby constitutes and appoints R. D. Ordway and Erv
Kuczogi, 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 21, 1998, at 9:00 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>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT (1) Election of Directors:
RECOMMENDS [ ] FOR all nominees listed below [ ] AGAINST [ ] ABSTAIN
A VOTE FOR (except as indicated) all nominees below. from voting.
all nominees
If you wish to vote against any individual nominee, strike a line through that nominee's name in the list below:
RONALD D. ORDWAY, ERVIN KUCZGOI, 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, ERVIN KUCZOGI, 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)
</TABLE>
