<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:
<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 Rule 14a-11(c) or Rule 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
MOORE-HANDLEY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 2000
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 20, 2000, 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 3, 2000, 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 10, 2000 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
Peter B. Covert
Chief Financial Officer
P. O. Box 2607
Birmingham, Alabama 35202
March 31, 2000
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE
COMPLETED AND RETURNED PROMPTLY
<PAGE> 3
MOORE-HANDLEY, INC.
PROXY STATEMENT
MARCH 31, 2000
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 20, 2000.
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 1999, 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 31, 2000.
VOTING SECURITIES
The Corporation has only one class of voting securities, its Common Stock.
On March 3, 2000, 1,911,943 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 3, 2000 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 these proposals (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 Corporation'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, Chief
Executive Officer since April 1997; Age 68.
Pierce E. Marks, Jr., -- President, Chief Executive Officer from 1981 to
June 1995; Vice Chairman from June 1995 to December 1999 and Director of the
Corporation and member of the Executive Committee since 1981; Age 71.
L. Ward Edwards -- Vice President-Finance, Treasurer from 1981 to May 1999,
Secretary and Director of the Corporation since 1981; Age 63.
Michael B. Stubbs -- Private investor; Director, Lyon, Stubbs & Tompkins,
Inc., New York, New York (Investment advisors) from 1984 to August 1996;
Secretary/Treasurer and Director, S&P Cellular Holdings, Inc. (cellular
communications) from 1989 to November 1995 and Chairman from 1991 to November
1995; Secretary/Treasurer and Director, Petroleum Communications (cellular
communications) from 1990 to November 1995 and Chairman from 1991 to November
1995. Director of the Corporation since 1981; Age 51.
Ronald J. Juvonen -- General Partner, Downtown Associates, Kennett Square,
Pennsylvania (investment partnership). Director of the Corporation since 1989;
Age 59.
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.
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 auditors and reviewing with such
auditors the plan and results of their audit.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During the 1999 fiscal year the Board of Directors held three meetings, the
Executive Committee met informally numerous times, and the Audit Committee met
once. During such fiscal year a quorum was present at 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 COMMITTEE 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 1999.
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.
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
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").
- The opportunity to purchase Common Stock under the Company's
Employee Stock Purchase Plan.
Through the Bonus Program, executive officers, excluding Mr. Riley, are
eligible to participate in an annual bonus pool which consists of 20% of the
amount, if any, by which the Corporation's current net income exceeds the prior
year's net income. In 1999, the threshold amount was achieved and a bonus poll
of $22,675 was established. Michael J. Gaines, President, shall receive $7,558
of this pool. The balance is to be paid out as determined by the Executive
Committee, after consultation with key managers.
The purpose of the 1991 Plan is to assist in attracting and retaining
skilled management personnel and strengthening the mutuality of interest 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 1991 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. These options were
surrendered in 1998 in connection with purchases of stock under the Employee
Stock Purchase Plan. In addition, in 1999, Mr. Riley received a bonus of $7,558
which was determined by the Audit Committee.
In keeping with the rationale that key employee's compensation should be
significantly dependent on the performance of the Corporation, the base salary
for Mr. Gaines is also low compared to competitive practice. He received a
substantial grant of stock options in 1997 under the 1991 Plan with an exercise
price equal to the fair market value of the stock on the date of grant and which
becomes exercisable in annual installments over five years. Mr. Gaines also
participated in the Bonus Program in 1999.
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 The Nasdaq Stock
Market(SM) and of all The Nasdaq Stock Market(SM) companies in the same U.S.
Department of Commerce Standard Industrial Classification (wholesale
trade -- durable goods) as the Corporation.
<TABLE>
<CAPTION>
THE NASDAQ STOCK MARKET WHOLESALE TRADE - DURABLE
MOORE-HANDLEY, INC. INDEX GOODS INDEX
------------------- ----------------------- -------------------------
<S> <C> <C> <C>
1994 100 100 100
1995 82.9 141.3 117.3
1996 68.4 173.9 121.5
1997 57.2 213.1 122.9
1998 52.6 300.2 113.3
1999 31.6 545.7 127.8
</TABLE>
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth all compensation for services in all
capacities to the Corporation and its subsidiary during the years 1997 -- 1999
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 BONUS OPTIONS
YEAR $ $ (#)
---- ------------ ------ ----------------------
<S> <C> <C> <C> <C>
William Riley............................... 1999 $150,000 $7,558
Chairman and CEO 1998 $150,000
1997 $150,000
Michael J. Gaines........................... 1999 $150,000 $7,558
President and COO 1998 $141,451
1997 $139,000 75,000
Andrew W. Reid.............................. 1999 $123,300
Vice President -- Sales 1998 $109,141
1997 $ 87,431 25,000
Peter B. Covert............................. 1999 $120,752 25,000
Chief Financial Officer 1998 $ 30,843 (1)
Robert H. Grear............................. 1999 $ 61,155 (2)
Vice President-Operations
</TABLE>
(1) The reported amounts for Mr. Covert reflect his compensation for the period
from September 28, 1998, when he joined the Company.
(2) The reported amounts for Mr. Grear reflect his compensation for the period
from June 21, 1999, when he joined the Company.
The following table sets forth information as to options outstanding as of
December 31, 1999 held by each of the executive officers named in the Summary
Compensation Table. No options were exercised during 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED IN-THE-
UNDERLYING UNEXERCISED MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
Michael J. Gaines.................................. 10,000/15,000(1) $0/$0
Michael J. Gaines.................................. 20,000/30,000(2) $0/$0
Andrew W. Reid..................................... 10,000 $0/--
Andrew W. Reid..................................... 9,000/ 6,000(3) $0/$0
Peter B. Covert.................................... 5,000/20,000(4) $0/$0
</TABLE>
- ---------------
(1) Exercisable in five annual installments commencing on January 13, 1998.
(2) Exercisable in five annual installments commencing on April 2, 1998.
(3) Exercisable in five annual installments commencing on November 1, 1998.
(4) Exercisable in five annual installments commencing on November 27, 1999.
Pension Plan. The Moore-Handley, Inc. Salaried Pension Plan (the "Pension
Plan") is a defined benefit plan covering all salaried employees. 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
6
<PAGE> 9
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.
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 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............................................ $ 4,495 $ 8,990 $13,485 $17,980
75,000............................................ 7,620 15,240 22,860 30,480
100,000............................................ 10,745 21,490 32,235 42,980
125,000............................................ 13,870 27,740 41,610 55,480
150,000............................................ 16,995 33,990 50,985 67,980
175,000............................................ 20,120 40,240 60,360 80,480
200,000............................................ $23,245 $46,490 $69,735 $92,980
</TABLE>
As of December 31, 1999, Messrs. Riley, Marks, Gaines, Reid, Covert, and
Grear had 39, 28, 3, 29, 1 and less than 1 years of service respectively, under
the Pension Plan.
CERTAIN TRANSACTIONS
The cost of leasing office space, and related overhead costs, in Atlanta,
which office was closed during 1999, 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 1999 these unrelated manufacturing
companies paid an aggregate of $86,850 to the Corporation, representing 49% 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.
On June 30, 1998, Messrs. Riley and Marks each made non-qualified purchases
of shares of stock with a note, secured by the underlying shares of stock, the
principle of which is $131,250 bearing interest at 8.5% payable on June 30,
2001.
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, 2000 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> <C>
William Riley(2)(3)......................................... 447,358 21.1%
Pierce E. Marks, Jr.(2)(3)(5)............................... 353,458 16.7%
Michael B. Stubbs(4)(6)(8).................................. 231,415 11.0%
Ronald J. Juvonen(4)(7)(8).................................. 144,500 6.8%
L. Ward Edwards(2)(9)....................................... 52,850 2.5%
Michael J. Gaines(2)(10).................................... 53,100 2.5%
Andrew W. Reid(2)(11)....................................... 19,500 0.9%
Peter B. Covert(2)(12)...................................... 5,000 0.2%
All directors and executive officers as a group (8
persons)(13).............................................. 1,308,581 61.8%
</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) The address of Messrs. Riley, Marks, Edwards, Gaines, Reid, and Covert is
Moore-Handley, Inc., P. O. Box 2607, Birmingham, Alabama 35202.
(3) Includes 50,000 shares purchased under the Employee Stock Purchase Plan
which are not issuable until the note for the purchase price has been paid
in full.
(4) Includes 6,000 shares purchased under the Employee Stock Purchase Plan
which are not issuable until the note for the purchase price has been paid
in full.
(5) Does not include 54,000 shares owned by Mr. Marks' children, as to which
Mr. Marks disclaims beneficial ownership.
(6) 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.
(7) 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.
(8) Includes 12,000 shares covered by presently exercisable Special Options
granted under 1991 Plan -- see "Information Regarding the Board of
Directors".
(9) Does not include 10,000 shares covered by Special Options granted under
1991 Plan which are not presently exercisable.
(10) Includes 45,000 shares covered by presently exercisable Incentive Stock
Options granted under 1991 Plan.
(11) Includes 19,000 shares covered by presently exercisable Incentive Stock
Options granted under 1991 Plan.
(12) Includes 5,000 shares covered by presently exercisable Incentive Stock
Options granted under 1991 Plan.
(13) Includes 69,000 shares covered by qualified stock options granted under
1991 Plan which are presently exercisable or which become exercisable with
60 days and 24,000 shares covered by Special Options which are presently
exercisable and 112,000 shares purchased under the employee stock Purchase
Plan which are not issuable until the notes for the purchase price has been
paid in full.
8
<PAGE> 11
INDEPENDENT AUDITORS
Ernst & Young LLP, which served as the Corporation's independent auditors
in 1999 has been designated by the Board of Directors as the Corporation's
independent auditors for 2000. 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 2000 Annual meeting of Shareholders will be held
on April 26, 2001. 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
December 1, 2000 if such proposals are to be considered for inclusion in the
Corporation's Proxy Statement.
OTHER MATTERS
Management knows of no matters that are to be presented for action at the
meeting, other than those set forth above. Pursuant to the Company's by-laws,
for business to be properly brought before the annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, such notice must be delivered to or
mailed and received at the principal executive offices of the Company, not less
than 30 days nor more than 60 days prior to the meeting; provided, however, that
in the event that less than 40 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. Such notice must be accompanied by
the information required to be provided with respect to the business to be
conducted at the instance of the stockholder as set forth in the Company's
by-laws. If any other matters are brought before the meeting by a stockholder
who has not complied with the advance notice provisions, 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
Peter B. Covert
Chief Financial Officer
P. O. Box 2607
Birmingham, Alabama 35202
March 31, 2000
9
<PAGE> 12
PROXY MOORE-HANDLEY, INC.
ANNUAL MEETING OF SHAREHOLDERS, APRIL 20, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MOORE-HANDLEY, INC.
The undersigned hereby appoints WILLIAM RILEY, PIERCE E. MARKS, JR., L. WARD
EDWARDS and PETER B. COVERT, 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 20, 2000 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:
<TABLE>
<S> <C> <C> <C>
[ ] FOR [ ] WITHHELD
[ ] FOR, except vote withheld from the following
nominee(s):
</TABLE>
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and to be dated and signed on reverse side)
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 AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated: , 2000
----------------------
------------------------------
Signature
------------------------------
Signature
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.
