SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Fountain Powerboat Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
<PAGE>
FOUNTAIN POWERBOAT INDUSTRIES, INC.
P.O. Drawer 457, 1653 Whichard's Beach Road
Washington, North Carolina 27889
NOTICE OF RESCHEDULED ANNUAL MEETING
To our Stockholders:
The annual meeting of stockholders (the "Meeting") of Fountain
Powerboat Industries, Inc. (the "Company") had initially been scheduled to be
held on Tuesday, February 10, 1998. Because the Company anticipated that a
quorum of stockholders would not be present on that date, the Meeting was
rescheduled to 10:00 a.m. on Tuesday, April 21, 1998. The Meeting is to be held
in the Second Floor Conference Room of the Company's principal executive
offices, which are located at 1653 Whichard's Beach Road, Washington, North
Carolina. The purposes of the Meeting are:
1. To ratify the Board of Directors' appointment of Pritchett,
Siler & Hardy, Certified Public Accountants, to serve as the
Company's accountants and independent auditors for the fiscal
year ending June 30, 1998.
2. To elect a Board of Directors consisting of seven members to
hold office until the next annual meeting of stockholders or
until their respective successors are duly elected and
qualified.
3. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
The Company's 1997 Annual Report has been mailed separately to you. The
Company is enclosing a proxy statement and proxy card to be voted at the
Meeting. The Company requests that you complete and sign the enclosed proxy card
and return it in the enclosed envelope. Of course, you are welcome to attend the
Meeting in person if you wish, and we would be delighted to see you there.
Very truly yours,
Blanche C. Williams
Secretary
March 16, 1998
<PAGE>
FOUNTAIN POWERBOAT INDUSTRIES, INC.
P.O. Drawer 457, 1653 Whichard's Beach Road
Washington, North Carolina 27889
PROXY STATEMENT
MEETING OF STOCKHOLDERS
To Be Held
April 21, 1998
General
This Proxy Statement is furnished to the holders of Common Stock, $.01
par value per share (the "Common Stock"), of Fountain Powerboat Industries, Inc.
(the "Company") on behalf of the Company in connection with the meeting of
stockholders (the "Meeting") to be held on Tuesday, April 21, 1998, and at any
adjournments thereof. The Meeting will be held at 10:00 a.m., local time, on the
above date in the Second Floor Conference Room at the Company's principal
executive offices at 1653 Whichard's Beach Road, Washington, North Carolina. The
matters to be acted upon at the Meeting are set forth in the accompanying Notice
and are described herein.
The Company is soliciting proxies in the accompanying form for use at
the Meeting if a stockholder does not attend the meeting in person or wishes to
vote shares by proxy even if the stockholder plans to attend the meeting. All
valid proxies received prior to the meeting will be voted. Unless marked to the
contrary, such proxies will be voted in favor of Proposal 1 and Proposal 2
listed in the accompanying proxy card and described below. If any other business
is brought before the meeting, the proxies will be voted in accordance with the
judgment of the persons voting the proxies.
A stockholder who has given a proxy may revoke it at any time prior to
such proxy being voted at the meeting by filing with the Secretary of the
Company an instrument revoking it or a duly executed proxy bearing a later date
or by attending the meeting and giving notice of such revocation. Attendance at
the meeting does not by itself constitute revocation of a proxy. This proxy
statement and the accompanying form of proxy are being mailed to the Company's
stockholders on or about March 16, 1998. The Company's 1997 Annual Report to
Stockholders has been previously mailed to stockholders. Please contact Carol
Price at the Company (919-975-2000; after March 22, 1998, 252-975-2000) if you
have not received your copy.
The Company will bear the cost of preparing the proxy statement and of
soliciting proxies in the accompanying form. Proxies may be solicited personally
and by telephone by directors, officers and employees of the Company without
additional compensation. Arrangements also may be made with brokerage firms or
other custodians, nominees and fiduciaries who hold the voting securities of
record for the forwarding of solicitation material to the beneficial owners
thereof. The Company will reimburse such brokers, custodians, nominees and
fiduciaries for the reasonable out-of-pocket expenses incurred by them in
connection therewith.
<PAGE>
Record Date and Voting Rights
Only stockholders of record at the close of business on March 12, 1998
will be entitled to vote at the Meeting or any adjournment or adjournments
thereof. The voting securities of the Company are the shares of its Common
Stock, of which 4,755,108 shares were issued and outstanding as of March 12,
1998. The Company's subsidiary, Fountain Powerboats, Inc. (the "Subsidiary"),
holds 15,000 of such shares which are treated as treasury shares and not
entitled to be voted. All other outstanding shares of Common Stock are entitled
to one vote per share on each matter submitted for voting at the Meeting.
The presence of a majority of the outstanding shares of Common Stock
represented in person or by proxy at the Meeting will constitute a quorum.
Shares represented by proxies that are marked "FOR," "AGAINST" or "ABSTAIN" with
respect to the ratification of the appointment of independent accountants or any
other matter will be counted as shares present for purposes of determining the
presence of a quorum on all matters, including the election of directors.
Proxies relating to "street name" shares that are voted by brokers on some but
not all of the matters will be treated as shares present for purposes of
determining the presence of a quorum on all matters, but they will not be
treated as shares entitled to vote at the Meeting on those matters as to which
authority to vote is withheld by the broker ("broker non-votes"). Directors will
be elected by a majority of the votes cast. Cumulative voting is not allowed.
The ratification of independent auditors and any other business coming before
the meeting requires the affirmative vote of a majority of the shares present or
represented at the meeting and entitled to vote. On such matters, an abstention
will have the same effect as a negative vote (and with respect to the election
of directors, a vote against all nominees) but, because shares held by brokers
will not be considered entitled to vote on matters as to which the brokers
withhold authority, a broker non-vote will have no effect on votes on these
matters.
Beneficial Ownership of Common Stock
Principal Stockholders. The following table sets forth certain
information with respect to each person known to the Company to beneficially own
more than five percent (5%) of the Company's Common Stock as of February 16,
1998. The table has been prepared based on information provided to the Company
by each such stockholder.
Name and Amount of Beneficial Percent of
Address Ownership Class (3)
------- --------- ---------
Reginald M. Fountain, Jr.
P.O. Drawer 457
Whichard's Beach Road
Washington, N.C. 27889 2,569,372 (1) 49.22%
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<PAGE>
Triglova Finanz, A.G.
P.O. Box 1824
52nd Street
Urbanization Obarrio
Torre Banco Sur, 10th Floor
Panama City,
Republic of Panama 408,750 (2) 8.65%
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(1) Includes options to acquire 480,000 shares of Common Stock. Options held by
Mr. Fountain are deemed exercised in calculating the percentage of
outstanding shares owned by him.
(2) The Company is informed that the shares shown as beneficially owned by
Triglova Finanz, A.G. are owned directly by it, and it claims shared voting
and investment power with respect to all such shares held by Mr. Filippo
Dollfus De Vockersberg, C/O Fider Service, 1 Via Degli Amadio 6900, Lugano,
Switzerland. Mr. Dollfus had been authorized to act as attorney-in-fact for
Triglova Finanz, A.G., and, therefore, claims shared voting and investment
power with respect to such shares.
(3) The percentage for each person is calculated without inclusion in the
number of shares outstanding of the shares of Common Stock held by the
Subsidiary.
Directors, Nominees and Executive Officers. The following table sets
forth the beneficial ownership of the Company's Common Stock as of February 16,
1998, for each of the Company's directors, nominees and executive officers named
in the Summary Compensation Table and for all directors, nominees and executive
officers of the Company as a group.
Amount of Percent
Beneficial of
Name Ownership Class (3)
---- --------- ---------
George L. Deichmann, III 0 0%
Darryl M. Diamond, M.D. 0 0%
Reginald M. Fountain, Jr. (1) 2,569,372 (2) 49.22%
Craig F. Goess 0 0%
Gary E. Mazza III (1) 46,744 (4)
Federico Pignatelli (1) 30,000 (2) (4)
Mark L. Spencer (1) 33,525 (2) (4)
All directors, nominees and executive
officers as a group (9 persons) 2,679,941 (2) 50.88%
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(1) Except as otherwise indicated, to the best knowledge of management of the
Company, each of the persons listed or included in the group has sole
voting and investment power over all shares shown as beneficially owned.
The percentage for each person and for all directors and executive officers
as a group is calculated without inclusion in the number of shares
outstanding of the shares of Common Stock held by the Subsidiary.
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<PAGE>
(2) For Mr. Fountain, includes options to purchase 480,000 shares of common
stock. For Messrs. Spencer and Pignatelli includes options to purchase
30,000 and 6,000 shares of Common Stock, respectively. Options held by each
such individual are deemed exercised in calculating the percentage of
outstanding shares owned by such individual, and all options held by
members of the group are deemed exercised in calculating the percentage of
outstanding shares owned by the group.
(3) The percentage for each person is calculated without inclusion in the
number of shares outstanding of the shares of Common Stock held by the
Subsidiary.
(4) Less than 1%.
PROPOSAL NO. 1: ACCOUNTING MATTERS
The Board has selected the firm of Pritchett, Siler & Hardy,
independent certified public accountants, to serve as auditors for the fiscal
year ending June 30, 1998, subject to ratification by the stockholders. This
firm has served as the independent auditors for the Company for several years.
Representatives of Pritchett, Siler & Hardy are not expected to be present at
the annual meeting and therefore will not have an opportunity to make a
statement and will not be available to respond to appropriate questions.
The Board of Directors recommends that stockholders vote "FOR"
ratification of Pritchett, Siler & Hardy as independent accountants. Proxies,
unless indicated to the contrary, will be voted "FOR" ratification of the
appointment of Pritchett, Siler & Hardy as independent accountants.
PROPOSAL NO. 2: ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Board of Directors recently set
the number of directors of the Company at seven. Currently, four members serve
on the Board of Directors. Each director elected at the Meeting will serve until
the Company's next annual meeting of stockholders or until his successor shall
be duly elected and shall qualify. The Board of Directors has nominated George
L. Diechmann, III, Darryl M. Diamond, Reginald M. Fountain, Jr., Craig F. Goess,
Gary E. Mazza, III, Federico Pignatelli and Mark L. Spencer for election as
directors. Pursuant to the Company's Bylaws, at the Meeting any stockholder may
nominate any person for election as a director. The seven nominees receiving a
majority of the votes cast in the election will be elected. If fewer than seven
nominees receive a majority of the votes cast in the election, only those
nominees receiving a majority vote will be elected. Although the Board of
Directors does not expect that any of the nominees named will be unavailable for
election, in the event that any nominee is unable to serve as a director, it is
intended that the shares represented by proxies will be voted for the election
of such substitute as the Board of Directors may nominate.
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<PAGE>
Set forth below is certain information regarding the Board's nominees
for election to the Board of Directors. Messrs. Fountain, Mazza, Pignatelli and
Spencer currently serve on the Board of Directors.
GEORGE L. DEICHMANN, III, age 54, is the President and owner of Trent Olds
Cadillac/Buick/GMC, an automobile dealership located in New Bern, North
Carolina.
DARRYL M. DIAMOND, M.D., age 61, is a retired physician. From 1984 to 1986, Dr.
Diamond served as a director of the Company's Subsidiary.
REGINALD M. FOUNTAIN, JR., age 57, founded the Company's Subsidiary during 1979
and has served as its Chief Executive Officer from its organization. He became a
director and President of the Company upon its acquisition of the Subsidiary in
August 1986. Mr. Fountain presently serves as Chairman, President, Chief
Executive Officer and Chief Operating Officer of the Company and its Subsidiary.
From 1971 to 1979, Mr. Fountain was a world-class race boat driver and was the
Unlimited Class World Champion in 1976 and 1978. Mr. Fountain has been a
director of the Company since its inception.
CRAIG F. GOESS, age 43, is the President and General Manager of Greenville
Toyota, an automobile dealership located in Greenville, North Carolina.
GARY E. MAZZA, III, age 59, became a director of the Company on December 28,
1993. Mr. Mazza is a practicing attorney in the business, tax and international
areas of the law in Annapolis, Maryland. He also practices law in New York and
Virginia. He is the Chairman of Triangle Tractor & Trailer, Inc., a Director of
the American Red Cross of Maryland, and an Adjunct Professor at the University
of Maryland. He is the founder, Executive Vice President, and General Counsel
for Aerovias Quisqueana, C. por A., Santo Domingo, Dominican Republic. Mr. Mazza
is Mr. Fountain's father-in-law. Mr. Mazza has served as a director of the
Company since 1993.
FEDERICO PIGNATELLI, age 45, became a director of the Company on April 8, 1992.
Since 1992, Mr. Pignatelli has served as the U.S. representative of Eurocapital
Partners, Inc., an investment banking firm. Mr. Pignatelli was elected as a
director of the Company pursuant to the right of Eurocapital Partners, Ltd. to
designate one member of the Board of Directors in connection with a private
placement of the Company's Common Stock. Mr. Pignatelli also serves as chairman
of BioLase Technology, Inc. a company which produces medical and dental lasers
and endodontic products. Mr. Pignatelli has served as a director of the Company
since 1992.
MARK L. SPENCER, age 42, serves as President of Spencer Communications, an
advertising and public relations firm specializing exclusively in the marine
industry, which he founded in 1987. During the last eight years Mr. Spencer has
also served as an on-camera "expert" commentator for ESPN covering power boat
racing. Mr. Spencer has served as a director of the Company since 1992.
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<PAGE>
Meetings and Committees of the Board of Directors
The Company's Board of Directors met nine times during Fiscal 1997. All
directors attended more than 75% of the meetings. The Board of Directors has a
Compensation Committee, which makes recommendations concerning salaries and
incentive compensation for employees, and an Audit Committee, which reviews the
results and scope of the audit and other services provided by the Company's
independent accountants. The Compensation Committee, which met once during the
fiscal year, consists of Messrs. Pignatelli and Spencer. The Audit Committee,
which met once during the fiscal year, consists of Messrs. Pignatelli and
Spencer.
Compensation of Directors
The Company's directors do not currently receive any type of
compensation in conjunction with their services as directors, except that they
are reimbursed for travel and other out-of-pocket expenses incurred in attending
Board meetings.
Executive Compensation
The following table sets forth the compensation awarded, paid to or
earned by the Company's chief executive officer, who was the only executive
officer of the Company whose salary and bonus in fiscal 1997 exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term Compensation
Name and Principal Fiscal Annual Compensation Awards
Position Year Salary($)(1) Bonus($)(2) Securities Underlying Options (#)
-------- ---- ------------ ----------- ---------------------------------
<S> <C> <C> <C> <C>
Reginald M. Fountain Jr. 1997 350,000 151,717 0
President, Chief
Executive Officer, 1996 232,154 199,984 0
and Chief Operating
Officer (3) 1995 221,650 106,438 450,000
</TABLE>
(1) The Board of Directors increased Mr. Fountain's annual base salary to
$285,000 for the period March 30, 1995 to March 30, 1996 and to $350,000 for
fiscal 1997. The amounts shown do not include the value of certain perquisites
received in addition to salary and bonus compensation. The aggregate value of
such perquisites was less than ten percent (10%) of the total salary and bonus
amount in each fiscal year.
(2) The bonuses paid to Mr. Fountain for fiscal 1995, 1996 and 1997 were
authorized by the Board on May 1, 1994. His bonus represents 5% of the
Subsidiary's net income after the profit sharing distribution, if any, but
before income taxes and is limited to a maximum of $250,000 per fiscal year.
(3) Mr. Fountain does not participate in the Company's 401(k) Plan and has no
other long-term compensation, other than stock options.
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<PAGE>
The following table contains certain information concerning stock
options awarded to the Company's Chief Executive Officer:
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-money Options
at Fiscal Year-end (#) at Fiscal Year-end ($)
------------------------ ----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C>
Reginald M.
Fountain, Jr. 480,000 0 2,479,680(1) 0
</TABLE>
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(1) The closing sale price of the Common stock on June 30, 1997 was $9.833.
Value equals the difference between aggregate market value of the shares of
Common Stock underlying the options and the aggregate exercise price under the
options.
Employment Agreement
Reginald M. Fountain, Jr. serves as the Company's President, Chief
Executive Officer and Chief Operating Officer pursuant to an employment
agreement entered into during 1989. The Agreement provides for a term of one
year and for automatic renewals at the end of each year for additional one-year
periods until terminated. Pursuant to the agreement, Mr. Fountain receives a
base salary approved by the Board of Directors and an annual cash bonus based
upon the Company's net profits before taxes. On May 1, 1994, the Board of
Directors authorized an increase in the annual bonus payment to Mr. Fountain to
5% of net income after profit sharing distribution but before income taxes
limited to a maximum of $250,000. Bonuses of $151,717 for fiscal 1997, $199,984
for fiscal 1996 and of $106,438 for fiscal 1995 were paid to Mr. Fountain. The
agreement terminates upon Mr. Fountain's death or permanent disability.
Board Report on Executive Compensation
The Company's executive compensation program is administered by the
Company's Board of Directors and the Board's Compensation Committee.
Since its inception, the Company has maintained the philosophy that
compensation of its executive officers and other employees be directly and
materially linked to operating performance. Executive officers have been
eligible in the past to participate in a stock option plan. Although no awards
were made under such plan in fiscal 1997, such plan may be employed in the
future to more directly link executive compensation to the Company's
performance.
The entire Board of Directors, including its Chairman, Mr. Reginald M.
Fountain, Jr., who also serves as the President, Chief Executive Officer, and
Chief Operating Officer of both the Company and its Subsidiary, has prescribed
unanimously the compensation amounts for the Company's executive officers. These
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<PAGE>
compensation amounts are deemed adequate by the Board and the Compensation
Committee based upon their subjective judgment as to the qualifications,
experience, and performance of the individual executive officers, as well as,
the Company's size, complexity, growth, and financial performance.
Upon the resignation of the Subsidiary's President and Chief Operating
Officer on June 23, 1992, Mr. Fountain was elected to these positions in
addition to his duties as Chairman and Chief Executive Officer. Recognizing his
increased responsibilities, the Board, acting unanimously, subsequently
increased his base salary from $115,000 per year to $187,200 effective October
6, 1992. During Fiscal 1995, recognizing the Company's much improved financial
performance under his leadership, the Board increased Mr. Fountain's annual
salary to $285,000 for the period beginning March 30, 1995 through March 30,
1996, and to $350,000 thereafter.
The entire Board has also approved Mr. Fountain's employment agreement
with the Company, more fully described above under "Employment Agreement," which
provides for a minimum base salary and an annual cash bonus equal to 5% of the
Subsidiary's net profits after profit sharing distribution but before income
taxes. The amount of the bonus is limited to $250,000 per year. Bonuses were
paid to Mr. Fountain of $151,717 for fiscal 1997, $199,984 for fiscal 1996 and
$106,438 for fiscal 1995.
REGINALD M. FOUNTAIN, JR.
GARY E. MAZZA, III
FEDERICO PIGNATELLI
MARK L. SPENCER
Compensation Committee Interlocks and Insider Participation
During 1997, the Company paid Spencer Communications, Inc. a total of
$547,436 for advertising and public relations services. Mr. Mark L. Spencer is
the President and sole shareholder of Spencer Communications, Inc.
The Company rented apartments during fiscal 1997 from entities owned by
Mr. Fountain. The apartments were used primarily for temporary lodging for
relocating and transient Company personnel and for Company visitors. For fiscal
1997 such rental payments totaled $17,260.
During fiscal 1997, the Company rented an airplane from an entity owned
by Mr. Fountain. Rental payments were based upon the actual hours that the
airplane was used for Company business plus a monthly stand-by charge for the
exclusive use of the airplane. For fiscal 1997 such rental payments totaled
$296,498. During the first quarter of Fiscal 1998, the Company purchased an
airplane from Mr. Fountain for $1,375,000. Such amount consisted of the
assumption by the Company of approximately $955,000 of indebtedness of Mr.
Fountain secured by the airplane (which was the remaining amount of the
indebtedness Mr. Fountain had incurred in purchasing the airplane) and the
delivery of a promissory note to Mr. Fountain of approximately $420,000 payable
in 18 months.
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<PAGE>
During fiscal 1996, Craig F. Goess operated a dealership to sell
Fountain powerboats. Such business purchased powerboats directly from the
Company for immediate resale to customers. Mr. Goess no longer operates such
dealership.
The Company believes that all of the above transactions were on terms
no less favorable to the Company than would have been obtained from
non-affiliated parties.
The Company received a demand letter dated February 22, 1996 from a
representative of a celebrity alleging damages in connection with an
advertisement for the Company that used the celebrity's name. The monetary
demand was for $1,000,000 if the claim was resolved prior to the institution of
a lawsuit, which was threatened. On January 2, 1997, the Company filed a
declaratory judgment action in U.S. District Court for the Eastern District of
North Carolina against the celebrity, his affiliates and Mark L. Spencer, doing
business as Spencer Communications (which was believed to have created and
placed the advertisement), claiming it did not know of or approve of the ad
using the celebrity's name. On May 8, 1997, the celebrity and his company filed
a response with counterclaim against the Company and a crossclaim against Mr.
Spencer claiming trademark infringement, unfair competition and dilution and
seeking compensatory damages of $10,000,000 and punitive and treble damages and
attorneys' fees.
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<PAGE>
Performance Table
The following table was prepared by Standard & Poor's Compustat
Services, Inc. It compares the Company's cumulative total stockholder return
with a stock market performance indicator (S & P 500 Index) and an industry
index (S & P Leisure Time). The table assumes a base point investment on June
30, 1992 of $100.00 in the Company's stock and in each index. Accumulated
returns are noted through June 30, 1997. Each time period covered by the table
gives the dollar value of the investment assuming monthly reinvestment of
dividends. The Company has never paid any dividends.
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
Years Ending June 30,
------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Company 100 85.99 37.99 91.98 183.99 235.97
S&P 500 Index 100 113.33 115.23 145.27 183.04 246.55
Leisure Time 100 119.55 120.60 146.47 191.32 240.33
</TABLE>
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<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on review of the copies of
reports under Section 16(a) of the Securities Exchange Act of 1934 that have
been furnished to the Company and written representations that no other reports
were required, during the fiscal year ended June 30, 1997 all executive
officers, directors and greater than ten-percent beneficial owners have complied
with all applicable Section 16(a) filing requirements.
ANNUAL REPORT ON FORM 10-K
The Company has filed with the Securities and Exchange Commission an
Annual Report on Form 10-K for the fiscal year ended June 30, 1997. Upon the
written request of any person who is a stockholder of the Company as of the
record date for the Meeting, a copy of the Company's 1997 Annual Report on Form
10-K including financial statements will be forwarded to such stockholder
without charge. Such request should be made to Carol J. Price, Director of
Investor Relations, Fountain Powerboat Industries, Inc., Post Office Drawer 457,
Washington, North Carolina, 27889 (919-975-2000; after March 22, 1998,
252-975-2000).
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended for inclusion in the Company's proxy
statement and the form of the proxy for the Annual Meeting in following the
fiscal year ending June 30, 1998 should be sent by certified mail, return
receipt requested, and must be received by the Company at its principal
executive offices (Attention: Secretary) by November 16, 1998. Such proposals
may be made only by persons who are stockholders, beneficially or of record, on
the date the proposal is submitted and who continue in such capacity through the
meeting date, of at least 1% or $1,000 in market value of securities entitled to
be voted at the meeting, and have held such securities for at least one year.
OTHER MATTERS
The Board of Directors knows of no other business which will be brought
before the Meeting.
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<PAGE>
FRONT
Revocable Proxy FOUNTAIN POWERBOAT INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
to be held on April 21, 1998
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Blanche C. Williams and Joseph F. Schemenauer as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated below, all the shares of
common stock of Fountain Powerboat Industries, Inc. (the "Company") held of
record by the undersigned on March 12, 1998 at the annual meeting of
stockholders to be held on April 21, 1998 (the "Annual Meeting") or any
adjournment thereof.
1. PROPOSAL TO RATIFY THE BOARD OF DIRECTORS' SELECTION OF PRITCHETT, SILER &
HARDY, CERTIFIED PUBLIC ACCOUNTANTS, as the Company's independent public
accountants
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
George L. Diechmann, III, Darryl M. Diamond, Reginald M. Fountain, Jr.,
Craig F. Goess, Gary E. Mazza, III, Federico Pignatelli and Mark L. Spencer
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign and date on the reverse side and return in the enclosed
postage-prepaid envelope.
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<PAGE>
BACK
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF PRITCHETT, SILER & HARDY, CERTIFIED PUBLIC ACCOUNTANTS AND THE
ELECTION OF THE DIRECTOR NOMINEES NAMED HEREIN, AND THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL AND FOR THE ELECTION OF THE DIRECTOR NOMINEES NAMED HEREIN UNLESS
THE STOCKHOLDER DIRECTS OTHERWISE, IN WHICH CASE IT WILL BE VOTED AS DIRECTED.
The undersigned acknowledges receipt of the Notice of Rescheduled Annual Meeting
and Proxy Statement dated March 16, 1998, and revokes all proxies heretofore
given by the undersigned.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: ______________________________________, 1998
----------------------------------------------------
Signature
----------------------------------------------------
Signature if held jointly
----------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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