<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Moore-Handley, 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 Rules 0-11(c)(1)(ii), or 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:
<PAGE> 2
MOORE-HANDLEY, INC.
------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995
------------------------------------------
The Annual Meeting of the shareholders of Moore-Handley, Inc. (the
"Corporation") will be held at the office of The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, on
Thursday, April 27, 1995, at 10:00 A.M., for the following purposes:
(1) To elect directors for the ensuing year;
(2) To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March 10, 1995 will
be entitled to vote at the meeting. A list of shareholders eligible to vote at
the meeting will be available for inspection at the meeting and during business
hours at the Corporation's offices at the address set forth below and at the
office of The Corporation Trust Company at the address set forth above from
April 13, 1995 to the date of the meeting.
Whether you expect to attend the Annual Meeting or not, your proxy vote is
important. To assure your representation at the meeting, please sign and date
the enclosed proxy card and return it without delay in the enclosed envelope,
which requires no additional postage if mailed in the United States.
By Order of the Board of Directors
L. Ward Edwards
Vice President -- Finance,
Treasurer, Secretary and Director
P. O. Box 2607
Birmingham, Alabama 35202
March 20, 1995
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE COMPLETED
AND RETURNED PROMPTLY
<PAGE> 3
MOORE-HANDLEY, INC.
------------------------------------
PROXY STATEMENT
------------------------------------
MARCH 20, 1995
This Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Moore-Handley, Inc. (the "Corporation") for use at
the Annual Meeting of its shareholders to be held on April 27, 1995.
Shares cannot be voted at the meeting unless the owner thereof is present
in person or by proxy. Any person giving a proxy may revoke it by written notice
to the Corporation at any time prior to its exercise. In addition, although mere
attendance at the meeting will not revoke the proxy, a person present at the
meeting may withdraw his proxy and vote in person. All properly executed and
unrevoked proxies in the accompanying form which are received in time for the
meeting will be voted at the meeting or any adjournment thereof in accordance
with any specification thereon, or if no specification is made, will be voted
FOR the election of the five persons nominated for election as directors.
The Annual Report of the Corporation (which does not form part of the proxy
solicitation material), including the financial statements of the Corporation
for the fiscal year 1994, is enclosed herewith.
The mailing address of the principal executive offices of the Corporation
is P. O. Box 2607, Birmingham, Alabama 35202. This Statement and the
accompanying form of proxy are being mailed to the shareholders of the
Corporation on March 20, 1995.
VOTING SECURITIES
The Corporation has only one class of voting securities, its Common Stock.
On March 10, 1995, 2,209,543 shares of Common Stock were outstanding. As to each
matter presented to the shareholders' meeting, each shareholder of record at the
close of business on March 10, 1995 will be entitled to one vote for each share
of Common Stock owned on that date.
ELECTION OF DIRECTORS
The affirmative vote of a plurality of the votes cast is required to elect
the directors. Abstentions from voting on this proposal (including broker
non-votes) will have no effect on the outcome of the vote. Unless otherwise
directed, the persons named in the accompanying form of proxy intend to vote at
the Annual Meeting for the election of the nominees named in the following table
as directors of the Corporation to serve until the next Annual Meeting and until
their successors are duly elected and have qualified. If any nominee is unable
to be a candidate when the election takes place, the shares represented by valid
proxies will be voted in favor of the remaining nominees and for such person, if
any, as shall be designated by the present Board of Directors to replace such
nominee. The Board of Directors does not presently anticipate that any nominee
will be unable to be a candidate for election.
Each of the nominees was elected to his present term of office at the last
annual meeting of shareholders.
The following information with respect to the principal occupation or
employment, other affiliations and business experience of each nominee during
the last five years has been furnished to the Corporation by such nominee.
Except as indicated, each of the nominees has had the same principal occupation
for the last five years.
<PAGE> 4
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTOR
The company's current Board of Directors consists of the five directors
listed below, each of whom will stand for election at the annual meeting.
William Riley -- Chairman and Director of the Corporation since 1981; Age
63.
Pierce E. Marks, Jr. -- President, Chief Executive Officer and Director of
the Corporation since 1981; Age 66.
L. Ward Edwards -- Vice President -- Finance, Treasurer, Secretary and
Director of the Corporation since 1981; Age 58.
Michael B. Stubbs -- Director, Lyon, Stubbs & Tompkins, Inc., New York, New
York (investment advisors) since 1984; Secretary/Treasurer and Director, S&P
Cellular Holdings, Inc. (cellular communications) since 1989; Chairman & Chief
Financial Officer and Director, Petroleum Communications (cellular
communications) since 1990. Director of the Corporation since 1981; Age 46.
Ronald J. Juvonen -- General Partner, Downtown Associates, New York, New
York (investment partnership). Director of the Corporation since 1989; Age 54.
INFORMATION REGARDING THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
The Board of Directors of the Corporation has Executive and Audit
Committees, but does not presently have nominating and compensation committees.
Executive Committee. Members: Messrs. Riley and Marks. The Executive
Committee may, between meetings of the Board of Directors, exercise all of the
authority of the Board in the management of the business and affairs of the
Corporation, except with respect to certain significant corporate matters
reserved to the Board by Delaware law, such as amendments to the Certificate of
Incorporation or By-Laws of the Corporation and the appointment and removal of
officers.
Audit Committee. Members: Messrs. Stubbs and Juvonen. The Audit
Committee's functions include recommending to the Board of Directors the
selection of the Corporation's independent public accountants and reviewing with
such accountants the plan and results of their audit and the adequacy of the
Corporation's systems of internal accounting controls.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During the 1994 fiscal year the Board of Directors held five meetings, the
Executive Committee met informally numerous times, and the Audit Committee met
twice. During such fiscal year each director attended all of the meetings of the
Board, and each director who was a member of the Executive Committee or Audit
Committee attended all of the meetings of such Committee.
COMPENSATION OF DIRECTORS
No director received compensation for his services as director or member of
the Executive or Audit Committees, except for the annual grant to non-employee
directors of Special Options to purchase 2,000 shares of the Corporation's
Common Stock granted to each of Messrs. Stubbs and Juvonen. Each such Special
Option is granted at an exercise price equal to the market value of the Common
Stock on the date of the grant and becomes exercisable six months after the date
of grant. The term of such Option is ten years, subject to termination on the
third anniversary of the date the holder ceases to be a director of the
Corporation.
2
<PAGE> 5
EXECUTIVE COMPENSATION AND OTHER INFORMATION
REPORT OF THE EXECUTIVE AND AUDIT COMMITTEES ON EXECUTIVE COMPENSATION
This report by the members of the Executive and Audit Committees of the
Board of Directors of the Corporation describes the policies guiding the
compensation paid to the Corporation's Chief Executive Officer and other
executive officers for 1994.
Messrs. Riley and Marks, who comprise the Executive Committee of the Board
of Directors, determine the compensation payable to executives other than
themselves. Messrs. Stubbs and Juvonen, independent directors who comprise the
Audit Committee, determine the compensation payable to Messrs. Riley and Marks.
EXECUTIVE COMPENSATION POLICIES
The Corporation's compensation policies for its executive officers
incorporate both fixed base salaries and variable, at-risk compensation
opportunities in total compensation packages intended to take into consideration
individual and overall corporate performance and to achieve the following
specific goals:
- ensure that the Corporation can attract and retain highly competent
individuals whose performance is essential to the future growth and
success of the Corporation; and
- ensure that executive compensation reflects corporate performance by
tying a significant portion of total compensation to the achievement of
specified corporate performance objectives.
FIXED COMPENSATION
Base salary is the fixed component of each executive officer's total
compensation package. No changes were made with respect to the base salary
received by any of the executive officers named in the Summary Compensation
Table below during the 1994 fiscal year. The base salaries for the Corporation's
CEO and executive officers are low by comparison with the practice of other
comparable companies.
VARIABLE COMPENSATION
The variable component of each executive officer's total compensation
package is comprised of an annual and a long-term part:
- the opportunity to receive a cash payment under the Corporation's
Return-On-Investment Bonus Program (the "Bonus Program"), based on the
Corporation's actual performance in a given year against certain
established objectives; and
- the opportunity to benefit from the appreciation in value of the
Corporation's common stock through stock options, granted under the
Corporation's 1991 Incentive Compensation Plan (the "1991 Plan").
Through the Bonus Program, executive officers are eligible to participate
in an annual bonus pool which consists of 30% of the amount, if any, by which
the Corporation's net income exceeds 10% of the Corporation's net assets for
such year. Messrs. Riley and Marks each receive one-sixth of the bonus pool.
Other awards are determined by the Executive Committee, after consultation with
key managers. For 1994 the threshold amount was not achieved; therefore, no cash
bonuses were paid.
The purpose of the 1991 Plan is to assist in attracting and retaining
skilled management personnel and strengthening the mutuality of interests
between them and the Corporation's shareholders. Under the 1991 Plan, executive
officers are eligible to receive grants of stock options, stock appreciation
rights, restricted stock and deferred stock. The 1991 Plan is administered by a
committee consisting of Messrs. Riley and Marks (the "Committee") who are not
eligible to receive discretionary grants or awards under the Plan. The Committee
has the authority to select employees to receive grants and awards thereunder
and determine the number of shares subject to such grants and awards and the
exercise price, restrictions, exercisability, transfer,
3
<PAGE> 6
vesting and other terms and conditions thereof. It is the Corporation's policy
to award option grants of significant amounts when deemed appropriate.
APPLICATION OF PHILOSOPHY
Messrs. Riley and Marks are substantial shareholders of the Corporation and
as such have an economic incentive to increase the value of the Corporation. In
each of their cases, the Audit Committee has kept their base salaries at levels
which are low compared to competitive practices. The Audit Committee believes
each of them has a substantial economic incentive to enhance the value of the
Corporation's stock and therefore need not be paid salary on a competitive
basis. As a part of their compensation, however, Messrs. Riley and Marks did
receive a special one-time automatic grant on April 12, 1991, of non-qualified
Special Options with an exercise price that was approximately 143% of the fair
market value of the stock on the date of the grants. Each such option will
become exercisable, if at all, at the first to occur of (i) the end of the first
fiscal year during the term of the option in which the Corporation's earnings
per share are at least $.85, or (ii) nine years and nine months after the date
of grant, if the option holder is still an employee of the Corporation, or (iii)
the date of retirement of the option holder from employment by the Corporation,
if he is then 70 or older. These options have a ten-year term but will terminate
on the date the option holder ceases to be an employee or director of the
Corporation, if they have not become exercisable as of such date, or on the
third anniversary of such date if they are exercisable on such date.
In keeping with the rationale that a key employee's compensation should be
significantly dependent on the performance of the Corporation, the base salaries
for Messrs. Sawyer and West are also low compared to competitive practice. Each
of them received a substantial grant of stock options in 1991 under the 1991
Plan with an exercise price equal to the fair market value of the stock on the
date of grant and which become exercisable in equal annual installments over
four years. Unlike Messrs. Marks and Riley, each of Messrs. Sawyer and West are
eligible to receive additional grants under the 1991 Plan in the future.
William Riley
Pierce E. Marks, Jr.
Michael B. Stubbs
Ronald J. Juvonen
L. Ward Edwards
4
<PAGE> 7
The following graph compares Moore-Handley's total stockholder return over
the last five fiscal years with the cumulative total return (assuming
reinvestment of dividends) of all U.S. companies traded on NASDAQ and of all
NASDAQ companies in the same U.S. Department of Commerce Standard Industrial
Classification (wholesale trade -- durable goods) as the Corporation.
<TABLE>
<CAPTION>
Wholesale
Trade - Du-
Measurement Period Moore-Han- rable Goods
(Fiscal Year Covered) dley, Inc. NASDAQ Index Index
<S> <C> <C> <C>
1989 100 100 100
1990 108.1 84.9 90.9
1991 108.1 136.3 156.0
1992 110.8 158.6 158.6
1993 97.3 180.9 206.5
1994 102.7 176.9 178.5
</TABLE>
5
<PAGE> 8
COMPENSATION
The following table sets forth all compensation for services in all
capacities to the Corporation and its subsidiary during the years 1992 - 1994 of
the Chief Executive Officer and each other executive officer of the Corporation
whose cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL AWARDS
COMPENSATION ----------------------
--------------- SECURITIES UNDERLYING
SALARY OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) (#)
- -------------------------------------------------------- ---- -------- ----------------------
<S> <C> <C> <C>
Pierce E. Marks, Jr..................................... 1994 $150,000 50,000
C.E.O. and President 1993 $150,000
1992 $150,000
William Riley........................................... 1994 $150,000 50,000
Chairman 1993 $150,000
1992 $150,000
John L. Sawyer.......................................... 1994 $129,991 40,000
Executive V.P./General Manager 1993 $128,740
1992 $124,990
J. Franklin West........................................ 1994 $107,250 30,000
Sr. Vice President Sales & Marketing 1993 $ 96,000
1992 $126,000
</TABLE>
The following table sets forth information as to options outstanding as of
December 31, 1994 held by each of the executive officers named in the Summary
Compensation Table. No options were granted or exercised during 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------------------------- ------------------------- ------------------------
<S> <C> <C>
Pierce E. Marks, Jr.............................. None/50,000(1) -- / --
William Riley.................................... None/50,000(1) -- / --
John L. Sawyer................................... 30,000/10,000(2) $30,000/$10,000
J. Franklin West................................. 22,500/7,500(2) $22,500/$ 7,500
</TABLE>
- ---------------
(1) Not exercisable until annual earnings per share of Common Stock reach $.85,
except that option becomes exercisable on January 12, 2001 or upon earlier
retirement at age 70 or over, until expiration of option on April 12, 2001.
(2) Exercisable in four annual installments, commencing April 12, 1992. In the
event of a "Change of Control" of the Corporation, these options will
become immediately exercisable.
There were no long term incentive plan awards during 1994.
Pension Plan. The Moore-Handley, Inc. Salaried Pension Plan (the "Pension
Plan") is a defined benefit plan covering all salaried employees and employees
compensated on a commission basis. Normal retirement benefits are based on an
employee's final average earnings and years of service and are payable to
participants commencing at age 65. Final average earnings are based on total
salary and bonus but exclude any income realized from stock options. Benefits
are not reduced for Social Security or other offset amounts.
6
<PAGE> 9
The following table shows the combined estimated annual retirement benefits
payable to employees under the Pension Plan and the Corporation's prior Plan who
retire at age 65 at the stated levels of Final Average Earnings and years of
service at retirement.
<TABLE>
<CAPTION>
ANNUAL NORMAL RETIREMENT BENEFIT
FOR SPECIFIED YEARS OF SERVICE
-------------------------------------
10 20 30 40
FINAL AVERAGE EARNINGS YEARS YEARS YEARS YEARS
- ---------------------------------------------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
$ 50,000.................................................. $ 4,883 $ 9,765 $14,647 $19,530
75,000.................................................. 8,008 16,015 24,023 32,030
100,000.................................................. 11,133 22,260 33,398 44,520
125,000.................................................. 14,258 28,515 42,773 57,030
150,000.................................................. 17,383 34,765 52,148 69,530
175,000.................................................. 20,508 41,015 61,523 82,030
200,000.................................................. 23,633 47,265 70,898 94,530
</TABLE>
As of December 31, 1994 Messrs. Riley, Marks, Sawyer, and West had 34, 24,
38, and 8 years of service respectively, under the Pension Plan.
CERTAIN TRANSACTIONS
In order to retain and attract key managers, the Company has from time to
time provided opportunities for such managers to acquire equity interests in the
Company through purchases of Common Stock at prices equal to the then current
market value of the Common Stock. In accordance with this practice, on August
15, 1989, the Company sold 25,000 and 10,000 shares of Common Stock held in the
treasury to Mr. Sawyer and Mr. West, respectively, at the market value of $4.25
per share in exchange for Promissory Notes bearing interest at 10%, due in five
years or subsequently upon demand. No payments have been made on Mr. Sawyer's
note in the amount of $106,000 nor on Mr. West's note in the amount of $43,000.
The Company has the right to repurchase such shares for $4.25 per share and to
demand payment of all unpaid principal of and interest accrued on the Promissory
Notes in the event the purchaser's employment with the Company is terminated
voluntarily or with cause prior to such time. In addition, the Company had
outstanding in 1994 loans of $60,000, bearing interest at the prime rate, to Mr.
Sawyer to finance the purchase of his home and loans outstanding in the maximum
amount of $55,000 in 1994 ($43,000 at year-end), bearing interest at 7% per
annum, to Mr. West for home purchase and other personal expenses.
The cost of leasing office space, and related overhead costs, in Atlanta
and New York City used by Messrs. Marks and Riley, who spend a substantial
majority of their time serving as executive officers and directors of the
Corporation are shared by the Corporation and two unrelated manufacturing
companies. In 1994 these unrelated manufacturing companies paid an aggregate of
$101,000 to the Corporation, representing 22% of the cost to the Corporation of
maintaining such offices. Messrs. Riley and Marks are substantial stockholders
and directors of such unrelated companies, and Mr. Stubbs is a substantial
stockholder and director of one of such companies, but none of Messrs. Riley,
Marks or Stubbs participates in the day-to-day management thereof.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Riley and Marks, who comprise the Executive Committee, and Messrs.
Stubbs and Juvonen, who comprise the Audit Committee, were involved in the
determination of compensation for executive officers of the Corporation for the
past fiscal year.
Messrs. Riley and Marks, executive officers of the Corporation, determined
the compensation payable to executive officers other than themselves and did not
participate in any discussion regarding their own compensation. Messrs. Stubbs
and Juvonen, outside directors of the Corporation, determined the compensation
payable to Messrs. Riley and Marks.
7
<PAGE> 10
SECURITY OWNERSHIP BY MANAGEMENT
The following table gives information concerning the beneficial ownership
of the Corporation's Common Stock on March 3, 1995 by (i) each nominee for
election as a director, (ii) each of the executive officers named in the Summary
Compensation Table, and (iii) all directors and executive officers of the
Corporation as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
------------------------
SHARES PERCENT
BENEFICIALLY OF
BENEFICIAL OWNERS OWNED CLASS
- ------------------------------------------------------------------------- ------------ -------
<S> <C> <C>
William Riley(2)......................................................... 376,458 17.0%
Pierce E. Marks, Jr.(2)(3)............................................... 310,458 14.1%
Michael B. Stubbs(4)(6).................................................. 221,915 10.0%
L. Ward Edwards(2)....................................................... 58,522 2.6%
Ronald J. Juvonen(5)(6).................................................. 134,500 6.1%
John L. Sawyer(7)........................................................ 100,541 4.6%
J. Franklin West(8)...................................................... 32,500 1.5%
All directors and executive officers as a group (8 persons)(9)........... 1,241,394 55.9%
</TABLE>
- ---------------
(1) The information as to beneficial ownership is based on statements furnished
to the Corporation by the beneficial owners. Except as indicated in the
footnotes which follow, such owners have sole voting power and sole
investment power with respect to all shares listed above and all such
shares are owned directly (i.e., not by virtue of an option or other right
to acquire).
(2) Does not include shares covered by Special Options granted under Incentive
Plan which are not presently exercisable -- see "Executive Compensation and
Other Information". The address of Messrs. Riley, Marks and Edwards is
Moore-Handley, Inc. P. O. Box 2607, Birmingham, Alabama 35202.
(3) Does not include 54,000 shares owned by Mr. Marks' children, as to which Mr.
Marks disclaims beneficial ownership.
(4) Includes an aggregate of 73,500 shares held of record by two trusts
established for Mr. Stubbs' children; Mr. Stubbs, who is a co-trustee of
such trusts, disclaims beneficial ownership of such shares. Mr. Stubbs'
address is Lyon, Stubbs & Tompkins, Inc., 345 Park Avenue, New York, New
York 10154.
(5) Includes 121,000 shares owned by a limited partnership of which Mr. Juvonen
is a general partner with shared voting and investment power. Mr. Juvonen
disclaims beneficial ownership of the proportion of shares owned by the
limited partnership in which he has no economic interest. Mr. Juvonen's
address is Downtown Associates, 920 East Baltimore Pike, Kennett Square,
Pennsylvania 19348.
(6) Includes 8,000 shares covered by presently exercisable Special Options
granted under Incentive Plan -- see "Information Regarding the Board of
Directors".
(7) Includes 30,000 shares covered by nonqualified stock options granted under
Incentive Plan which are presently exercisable or which become exercisable
within 60 days.
(8) Includes 22,500 shares covered by nonqualified stock options granted under
Incentive Plan which are presently exercisable or which become exercisable
within 60 days.
(9) Includes 60,000 shares covered by nonqualified stock options granted under
Incentive Plan which are presently exercisable or which become exercisable
within 60 days and 12,000 shares covered by Special Options which are
presently exercisable.
8
<PAGE> 11
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
Set forth below is certain information concerning those persons who, to the
Corporation's knowledge, are beneficial owners of more than 5% of the Common
Stock.
<TABLE>
<CAPTION>
SHARES OF PERCENT
NAME AND ADDRESS COMMON STOCK OF CLASS
- ----------------------------------------------------------------- ------------ --------
<S> <C> <C>
Barker, Lee & Co., J.M.R. Barker Foundation,
Quaker Hill Associates, L.P., Upland Associates L.P.,
Namakagon Associates L.P. and Ripton Associates L.P.............. 140,200(1) 6.3%
630 Fifth Avenue,
New York, NY 10111
Gilder, Gagnon & Co.............................................. 403,540(2) 18.26%
1775 Broadway
New York, NY 10111
</TABLE>
- ---------------
(1) Based on Amendment No. 2 to a Schedule 13D dated December 10, 1994 filed
with the Securities and Exchange Commission (the "SEC") jointly by Barker,
Lee & Co., J.M.R. Barker Foundation, Quaker Hill Associates, L.P., Upland
Associates L.P., Namakagon Associates L.P., and Ripton Associates L.P. The
reporting persons (none of whom beneficially owned more than 53,600 shares
or 2.5% of the outstanding Common Stock) filed such joint statement in the
event that they might be deemed to be a group within the meaning of Section
13(d)(3) of the Securities Act of 1933, as amended, but disclaimed that
they were acting as a group for the purpose of acquiring, holding or
disposing of Common Stock.
(2) Based on a Schedule 13G dated February 9, 1995 filed with the SEC by Gilder,
Gagnon & Co. ("Gilder"), a broker/dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended, in which Gilder reported that
403,540 shares of Common Stock were held in the accounts of customers,
partners or families of partners as of December 31, 1994. Gilder reported
that one or more of its partners or employees may have sole dispositive
power with respect to 103,750 of such shares, although Gilder disclaimed
beneficial ownership of any such shares.
INDEPENDENT AUDITORS
Ernst & Young LLP, which served as the Corporation's independent auditors
in 1994 has been designated by the Board of Directors as the Corporation's
independent auditors for 1995. No representative of that firm will be present at
the Annual Meeting. Accordingly, no representative of that firm will have an
opportunity to make a statement or will be available to respond to questions.
SHAREHOLDER PROPOSALS
It is anticipated that the 1996 Annual Meeting of Shareholders will be held
on April 25, 1996. In accordance with regulations issued by the Securities and
Exchange Commission, shareholder proposals intended for presentation at that
meeting must be received by the Secretary of the Corporation no later than
November 19, 1995 if such proposals are to be considered for inclusion in the
Corporation's Proxy Statement.
9
<PAGE> 12
OTHER MATTERS
Management knows of no matters that are to be presented for action at the
meeting, other that those set forth above. If any other matters properly come
before the meeting, the persons named in the enclosed form of proxy will vote
the shares represented by proxies in accordance with their best judgment on such
matters.
Proxies will be solicited by mail and may also be solicited in person or by
telephone by some regular employees of the Corporation. All expenses in
connection with the preparation of proxy materials and the solicitation of
proxies will be borne by the Corporation.
By Order of the Board of Directors
L. Ward Edwards,
Vice President -- Finance,
Treasurer, Secretary and Director
P. O. Box 2607
Birmingham, Alabama 35202
March 20, 1995
10
<PAGE> 13
Appendix A
PROXY MOORE-HANDLEY, INC.
ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 1995
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MOORE-HANDLEY, INC.
The undersigned hereby appoints WILLIAM RILEY, PIERCE E. MARKS, JR. and L.
WARD EDWARDS, and each of them, the proxies of the undersigned with power of
substitution to each, to vote all shares of Common Stock of the Corporation that
the undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Corporation to be held at the office of The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 on
April 27, 1995 at 10:00 A.M. and any adjournment thereof, on all matters coming
before said meeting.
Election of Directors, Nominees: William Riley, Pierce E. Marks, Jr., L.
Ward Edwards, Michael B. Stubbs and Ronald J. Juvonen.
1. ELECTION OF DIRECTORS: / / FOR / / WITHHELD
FOR, except vote withheld from the following nominee(s):
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2. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO CONTRARY INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign name(s) exactly as
printed hereon. Joint owners
should each sign. When signing
as attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign in
full corporate name by
President or other authorized
officer. If a partnership, sign
in partnership name by
authorized person.
Date
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Signature
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Signature
