<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
PATRICK INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
PATRICK INDUSTRIES, INC.
1800 SOUTH 14TH STREET
P. O. BOX 638
ELKHART, INDIANA 46515
219-294-7511
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1996
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Patrick
Industries, Inc., an Indiana corporation, will be held at the Company's Patrick
Metals Division offices, 5020 Lincolnway East, Mishawaka, Indiana, on Wednesday,
May 15, 1996 at 10:30 a.m., Mishawaka time, for the following purposes:
1. To elect three directors of the Company to serve until 1999.
2. To consider and transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 20, 1996,
as the record date for the determination of the holders of shares of the
Company's outstanding Common Stock entitled to notice of and to vote at the
Annual Meeting of Shareholders. Each shareholder is entitled to one vote per
share on all matters to be voted on at the meeting.
Whether or not you expect to attend the meeting, you are urged to sign,
date and return the enclosed proxy in the enclosed envelope.
By Order of the Board of Directors,
KEITH V. KANKEL
SECRETARY
April 10, 1996
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
<PAGE> 3
PATRICK INDUSTRIES, INC.
1800 SOUTH 14TH STREET
P. O. BOX 638
ELKHART, INDIANA 46515
219-294-7511
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1996
------------------------
This Proxy Statement is being mailed to shareholders of Patrick Industries,
Inc. (the "Company") on or about April 10, 1996, and is furnished in connection
with the Board of Directors' solicitation of proxies for the Annual Meeting of
Shareholders to be held on May 15, 1996 for the purpose of considering and
acting upon the matters specified in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. If the form of proxy which
accompanies this Proxy Statement is executed and returned, it may be revoked by
the person giving it at any time prior to the voting thereof by written notice
to the Secretary, by delivery of a later dated proxy or by requesting to vote in
person at the meeting. Additional solicitations, in person or by telephone or
telegraph, may be made by certain directors, officers and employees of the
Company without additional compensation. Expenses incurred in the solicitation
of proxies, including postage, printing and handling, and actual expenses
incurred by brokerage houses, custodians, nominees, and fiduciaries in
forwarding documents to beneficial owners, will be paid by the Company.
The Annual Report to shareholders for the year ended December 31, 1995,
accompanies this Proxy Statement. Additional copies of the Annual Report may be
obtained by writing the Secretary of the Company.
VOTING INFORMATION
Each shareholder is entitled to one vote for each share of the Company's
Common Stock held as of the record date. For purposes of the meeting, a quorum
means a majority of the outstanding shares. As of the close of business on March
20, 1996, the record date for shareholders entitled to vote at the annual
meeting, there were outstanding 5,978,366 shares of Common Stock, entitled to
one vote each. In determining whether a quorum exists at the meeting, all shares
represented in person or by proxy will be counted. A shareholder may, with
respect to the election of directors, (i) vote for the election of all named
director nominees, (ii) withhold authority to vote for all named director
nominees or (iii) vote for the election of all named director nominees other
than any nominee with respect to whom the shareholder withholds authority to
vote by so indicating in the appropriate space on the proxy. Proxies properly
executed and received by the Company prior to the meeting and not revoked will
be voted as directed therein on all matters presented at the meeting. In the
absence of a specific direction from the shareholder, proxies will be voted for
the election of all named director nominees.
The affirmative vote of the holders of a majority of the shares present in
person or by proxy at the meeting and entitled to vote is required in the
election of directors. Withholding authority to vote for a director nominee will
in effect count as a vote against the director nominee. Any other matter which
may properly come before the meeting will be approved if the votes cast favoring
the action exceed the votes cast opposing the action. Broker non-votes will have
no effect on any matter at the Annual Meeting.
The Board of Directors knows of no other matter which may come up for
action at the meeting. However, if any other matter properly comes before the
meeting, the persons named in the proxy form enclosed will vote in accordance
with their judgment upon such matter.
<PAGE> 4
Shareholder proposals for inclusion in proxy materials for the next Annual
Meeting should be addressed to the Company's Secretary, P.O. Box 638, Elkhart,
Indiana 46515, and must be received no later than December 11, 1996. In
addition, the Company's By-laws require notice of any other business to be
brought before a meeting by a shareholder to be delivered to the Company's
Secretary, together with certain prescribed information, not less than 20 nor
more than 50 days prior to such meeting. Likewise, the Articles of Incorporation
and By-laws require that shareholder nominations to the Board of Directors be
delivered to the Secretary, together with certain prescribed information, not
less than 20 nor more than 50 days prior to a meeting at which directors are to
be elected.
STOCK OWNERSHIP INFORMATION
The following table sets forth, as of the record date, information
concerning the only parties known to the Company having beneficial ownership of
more than 5 percent of its outstanding Common Stock and information with respect
to the stock ownership of all directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
---------------------------------------------------------- ------------ --------
<S> <C> <C>
Mervin D. Lung............................................ 1,051,946 17.34%(1)
Chairman of the Company
P.O. Box 638
Elkhart, Indiana 46515
FMR Corp.................................................. 617,500 10.33%
82 Devonshire Street
Boston, Massachusetts 02109
Heartland Advisors, Inc. ................................. 421,000 7.04%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
Directors and Executive Officers as a group (10
persons)................................................ 1,301,678 21.47%(2)
</TABLE>
- ------------
(1) Includes 35,000 shares held under options exercisable within 60 days of the
record date of the annual meeting.
(2) The stock ownership of the executive officers named in the Summary
Compensation Table is set forth under the heading "Election of Directors."
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with the members of
each class serving staggered three-year terms. Accordingly, at the 1996 Annual
Meeting three directors will be elected to hold office until the 1999 Annual
Meeting or until their successors are duly elected and qualified.
It is intended that the proxies will be voted for the nominees listed
below, unless otherwise indicated on the proxy form. It is expected that these
nominees will serve, but, if for any unforeseen cause any such nominee should
decline or be unable to serve, the proxies will be voted to fill any vacancy so
arising in accordance with the discretionary authority of the persons named in
the proxies.
2
<PAGE> 5
The following information concerning principal occupations and the number
of shares of Common Stock of the Company owned beneficially as of March 20,
1996, has been furnished by the nominees and directors continuing in office:
<TABLE>
<CAPTION>
COMMON
STOCK PERCENT OF
FIRST YEAR OF THE COMMON
PRINCIPAL OCCUPATION ELECTED COMPANY STOCK
NAME AND AGE AND OTHER DIRECTORSHIPS DIRECTOR OWNED(1) OWNED
- ------------------------ ----------------------------------------------- ---------- ----------
<S> <C> <C> <C> <C>
Nominees to Serve Until the 1999 Annual Meeting:
Clyde H. Keith, 83...... Retired trustee of the Van Kampen 1981 27,322 less than
Merritt Closed-End Funds and Variable 1%
Annuity Funds, retired former
Chairman of the Board of The Illinois
Company, Incorporated prior to 1986,
(Investment Bankers)
Dorothy M. Lung, 68..... Vice President and Director of Gano 1986 27,600 less than
Plywood, Inc. (construction 1%
materials), wife of Mervin D. Lung
and mother of David D. Lung.
Robert C. Timmins, 74... Vice President and Director of 1987 27,300 less than
Emerson Musical Instruments, Inc. 1%
(flutes and piccolos) since 1985, and
CPA and Partner of McGladrey & Pullen
(certified public accountants) until
1985.
Directors to Serve Until the 1998 Annual Meeting:
Keith V. Kankel, 53..... Vice President of Finance since 1987 1977 28,686(2) less than
and Secretary-Treasurer since 1974. 1%
Mervin D. Lung, 73...... Chairman (Chief Executive Officer) in 1961 1,051,946(2) 17.3%
1989, President since incorporation
in 1961, husband of Dorothy M. Lung
and father of David D. Lung.
John H. McDermott, 64... President of John H. McDermott, P.C., 1969 17,000 less than
a partner in the Chicago, Illinois 1%
law firm of McDermott, Will & Emery,
which firm has been retained by the
Company since 1968 for certain legal
matters.
Harold E. Wyland, 59.... Vice President of Sales since 1990. 1989 15,800(2) less than
National Sales Manager since 1987. 1%
Directors to Serve Until the 1997 Annual Meeting:
Thomas G. Baer, 64...... Vice President of Operations since 1970 8,008(2) less than
1975 and a Director of ITEX Corp. 1%
(bartering company).
Merlin D. Knispel, 64... Vice President and Chief Operating 1985 18,300 less than
Officer of Vitco, Inc. (porcelain 1%
enameler) since 1986.
David D. Lung, 48....... President (Chief Operating Officer) 1977 79,716(2) 1.3%
since 1989, Vice President of
Administration and Purchasing since
1987. Son of Mervin D. and Dorothy M.
Lung.
</TABLE>
- ------------
(1) Each individual has sole voting and dispositive power over the shares
indicated.
3
<PAGE> 6
(2) Includes 35,000 shares held under stock options exercisable within 60 days
of the record date of the annual meeting by Mervin D. Lung, 20,000 shares
by Keith V. Kankel, 12,500 shares by Harold E. Wyland, 5,000 shares by
Thomas G. Baer and 12,500 shares by David D. Lung.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION --------------------- ALL
------------------------------- SECURITIES UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(#)(1) COMPENSATION ($)(2)
- -------------------------------- ---- ---------- --------- --------------------- -------------------
<S> <C> <C> <C> <C> <C>
Mervin D. Lung.................. 1995 202,784 223,745 -- 1,293
Chairman and CEO 1994 193,163 215,372 10,000 1,079
1993 184,018 132,161 -- 960
David D. Lung................... 1995 169,158 223,745 -- 1,293
President and COO 1994 161,105 215,372 10,000 1,079
1993 153,326 132,161 -- 960
Thomas G. Baer.................. 1995 118,648 223,745 -- 1,293
Vice President of Operations 1994 112,966 215,372 10,000 1,079
1993 107,320 132,161 -- 829
Keith V. Kankel................. 1995 118,648 223,745 -- 1,293
Vice President of Finance 1994 112,966 215,372 10,000 1,079
1993 107,320 132,161 -- 950
Harold E. Wyland................ 1995 118,648 223,745 -- 1,293
Vice President of Sales 1994 112,966 215,372 10,000 1,079
1993 107,320 132,161 -- 795
</TABLE>
- ------------
(1) The options are for a term of six years and become exercisable at the rate
of twenty-five percent (25%) per year at the end of the first year. The
option plan permits the optionee to pay for exercise with Common Stock and
to pay withholding tax with shares acquired on exercise.
(2) Company contributions to 401(k) Savings Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FY- OPTIONS AT FY-
END (#) END ($)*
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------- ------------------ ------------------ --------------------- ---------------
<S> <C> <C> <C> <C>
Mervin D. Lung............ -- $ -- 35,000/5,000 $382,450/17,500
David D. Lung............. -- -- 20,000/5,000 199,975/17,500
Thomas G. Baer............ 15,000 174,975 5,000/5,000 17,500/17,500
Keith V. Kankel........... -- -- 20,000/5,000 199,975/17,500
Harold E. Wyland.......... -- -- 12,500/5,000 108,738/17,500
</TABLE>
- ------------
* Market value of the underlying stock at exercise date or year-end as the case
may be, minus the exercise price of the options.
Under the Patrick Industries, Inc. 1987 Stock Option Program, the Company
may grant to key employees (including employees who may also be officers and
directors, as long as they do not serve on the committee overseeing the
administration of the Program) stock options that may either be incentive stock
options or non-qualified stock options, related stock appreciation rights and
stock awards. During 1995 no stock options were granted.
4
<PAGE> 7
The executive officers of the Company have deferred compensation agreements
which provide that the Company will pay each of these employees or their
beneficiaries 40% of their base salary for 120 months upon retirement (if the
employee continues in the employ of the Company until the age of 65) or upon the
employee's death or total disability, up to a maximum of $52,000 per year for
David D. Lung, Harold E. Wyland, Keith V. Kankel, and Thomas G. Baer and $70,000
per year for Mervin D. Lung. The cost of these agreements is being funded with
insurance contracts purchased by the Company that have cash value additions
greater than the premiums.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has an Audit Committee comprised of Clyde H. Keith,
Merlin D. Knispel and Robert C. Timmins, who are not employees of the Company,
and Mervin D. Lung and Keith V. Kankel, who are employees of the Company. The
Audit Committee's responsibilities include recommending to the Board of
Directors the independent accountants to be employed for the purpose of
conducting the annual examination of the Company's financial statement,
discussing with the independent accountants the scope of their examination,
reviewing the Company's financial statements and the independent accountants'
report thereon with Company personnel and the independent accountants, and
inviting the recommendations of the independent accountants regarding internal
controls and other matters. The Audit Committee met four times during 1995.
The Board of Directors also has a Stock Option Committee, comprised of John
H. McDermott, Clyde H. Keith and Robert C. Timmins. The Stock Option Committee
did not meet in 1995.
The Board of Directors also has a Compensation Committee which met twice in
1995 and their actions are described on the following pages of this Proxy
Statement.
The Board of Directors had four meetings in 1995 and all directors attended
at least three meetings. Non-employee directors are paid $600 for each meeting
they attend. Employee directors receive no compensation as such. On a bi-annual
basis in May, each non-employee director is automatically granted a restricted
stock award for 6,000 shares of the Company's Common Stock which will vest upon
such director's continued service as a member of the Board of Directors for two
years or earlier upon certain events.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report of the Compensation Committee and the following Performance
Graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
OVERVIEW
The Committee policy is to design compensation programs for salaries,
incentive bonus programs, other benefits, and long-term incentive programs for
all key executives, including the officers named in the Summary Compensation
Table. The goals and objectives of the Committee are to attract and retain top
quality management employees and ensure that an appropriate relationship exists
between executive pay and the creation of stockholder value. The criteria used
to determine the compensation of the Chief Executive Officer will also be used
in determining compensation for the other officers. The Committee will also
receive the recommendation of the Chief Executive Officer regarding the
compensation of the other officers.
Federal tax law imposes a $1 million limit on the tax deduction for certain
executive compensation payments. Because the compensation paid to any executive
officer is significantly below the $1 million threshold, the Compensation
Committee has not yet had to address the issues relative thereto.
5
<PAGE> 8
SALARIES
The executive salaries are reviewed annually. The Committee sets executive
salaries based on competitive market levels, experience, individual and company
performance, levels of responsibility, and pay practices of other companies
relating to executives of similar responsibility. The Committee considered the
compensation levels of executives at comparable companies and fixed the
compensation for the CEO and other executive officers at levels approximating
the midrange of such companies. The Committee includes in its consideration
comparable companies listed in the CRSP Index for lumber and wood products and
others in building products industries. See "Performance Graph."
ANNUAL INCENTIVE
The Company provides an annual bonus plan for executive officers that gives
them the opportunity to earn additional compensation based on the performance of
the Company. The Chief Executive Officer and the other officers share equally in
this program to achieve certain bonus amounts based on various levels of
profitability of the Company. In 1995, a bonus pool of $1,118,725 was split
equally among all executive officers. The basis for this bonus pool in 1995 was
6.4 percent of the Company's 1995 income before taxes. This formula has been in
use for over ten years, but the rate was reduced by 1% in 1995.
STOCK OPTIONS
On an ongoing basis the Company has used stock options as a long-term
incentive program for executives and key employees. The Stock Option Committee
of the Board granted options in 1994 of 10,000 shares to each officer. No
options were granted in 1995.
Merlin D. Knispel
David D. Lung
Mervin D. Lung
John H. McDermott
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mervin D. Lung is Chairman and Chief Executive Officer of the Company and
David D. Lung is President and Chief Operating Officer of the Company. Mervin D.
Lung and David D. Lung did not participate in the final decisions with respect
to their compensation. John H. McDermott is President of John H. McDermott,
P.C., a partner in the Chicago, Illinois law firm of McDermott, Will & Emery
which provides various legal services to the Company.
CERTAIN TRANSACTIONS
The Company leases a distribution warehouse and various facilities for its
manufacturing operations from Mervin D. Lung, the Company's Chairman, under an
agreement which expires September 30, 2005, with an option to renew for three
years. The agreement provides for monthly rental of $27,801, and the payment of
property taxes and insurance premiums on the property. The Company also leases
two buildings from Mr. Lung used for distribution and manufacturing, under an
agreement expiring on September 30, 1999, with an option to renew for five
years. The agreement provides for monthly rental of $24,300, and the payment of
property taxes and insurance premiums on the property. The Company also leases
two manufacturing facilities from Mr. Lung under agreements that expire on March
31, 1999 with options to renew for three years. The agreements provide for
monthly rentals of $10,530, and the payment of property taxes and insurance
premiums on the property. The Company also leases three manufacturing facilities
from Mr. Lung under agreements that expire on August 31, 1997, October 31, 1997,
and July 31, 1998 with options to renew for three years. The agreements provide
for monthly rentals of $23,528, and the payment of property taxes and insurance
premiums on the property.
6
<PAGE> 9
Mr. Lung owns a building supply firm which does not serve the manufactured
housing and recreational vehicle industries. The Company purchases certain
specialty items from and sells products to such firm. During the year ended
December 31, 1995, purchases from such firm totaled $58,089 and sales to such
firm totaled $170,909. The Company also leases from Mr. Lung on an hourly basis
aircraft, rent from which in 1995 amounted to $301,090.
The Company believes that the terms of each of the above transactions are
at least as favorable as those which could have been obtained from unrelated
parties.
PERFORMANCE GRAPH*
Set forth below is a line graph comparing the yearly cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return of the indices indicated for the period of five fiscal years commencing
December 31, 1990 and ended December 31, 1995. This graph assumes that $100 was
invested on December 31, 1990 and that all dividends were reinvested. The stock
price performance shown on the graph below is not necessarily indicative of
future price performance.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
PATRICK INDUSTRIES, INC.
<TABLE>
<CAPTION>
CRSP INDEX
CRSP INDEX FOR LUMBER
FOR NASDAQ AND WOOD
PATRICK IN- STOCK MARKET PRODUCTS
MEASUREMENT PERIOD DUSTRIES, (US COMPANIES) (EXCEPT FURNI-
(FISCAL YEAR COVERED) INC. TURE)
<S> <C> <C> <C>
12/31/90 100.0 100.0 100.0
12/31/91 111.1 160.5 144.2
12/31/92 244.4 186.9 145.8
12/31/93 850.0 214.5 283.3
12/30/94 533.3 209.7 198.5
12/29/95 959.1 296.5 264.5
------------
LEGEND
NOTES:
A. The lines represent monthly index levels derived from 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 $100.0 on 12/31/90.
------------
</TABLE>
- ---------------
* Prepared by Center for Research in Securities Prices, University of
Chicago/Graduate School of Business.
7
<PAGE> 10
ACCOUNTING INFORMATION
The Company's Certified Public Accountants for the year 1995 were McGladrey
& Pullen, and such firm has been selected by the Board of Directors to audit the
Company's accounts for the year 1996. McGladrey & Pullen is expected to have a
representative at the Annual Meeting of Shareholders and will be available to
respond to appropriate questions at that time and have an opportunity to make a
statement if they desire to do so.
By Order of the Board of Directors
KEITH V. KANKEL
Secretary
April 10, 1996
8
<PAGE> 11
PROXY PROXY
PATRICK INDUSTRIES, INC.
1800 SOUTH 14th STREET, P.O. BOX 638, ELKHART, INDIANA 46515
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mervin D. Lung and Thomas G. Baer, and each
of them, as the undersigned's proxies, each with full power of substitution, to
represent and to vote, as designated below, all of the undersigned's Common
Stock in Patrick Industries, Inc. at the annual meeting of stockholders of
Patrick Industries, Inc. to be held on Wednesday, May 15, 1996, and at any
adjournment thereof, with the same authority as if the undersigned were
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS. THE DIRECTORS FAVOR A VOTE
"FOR" THE ELECTION OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE RETURN ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE> 12
PATRICK INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
<TABLE>
<S><C>
For All
1. ELECTION OF DIRECTORS For Withheld Except Nominees written below. 2. In their discretion, the Proxies are
Clyde H. Keith, Dorothy M. Lung, authorized to vote upon such other
Robert C. Timmins / / / / / / ______________________ business as may properly come before
Nominee Exception the meeting.
_____________________________________
Signature
_____________________________________
Signature (if held jointly)
Dated:_________________________, 1996
Please sign exactly as name appears
hereon. For joint accounts, all
tenants should sign. Executors,
Administrators, Trustees, etc.,
should so indicate when signing.
</TABLE>
