American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601
Notice of Annual Meeting of Shareholders
TO THE SHAREHOLDERS OF
AMERICAN WOODMARK CORPORATION:
The Annual Meeting of Shareholders of American Woodmark
Corporation (the "Company") will be held at Piper's at Creekside,
Route 11 South, Winchester, Virginia, on Wednesday, August 23,
1995 at 9:00 a.m., Eastern Daylight Time, for the following
purposes:
1. To elect eight directors to serve for the ensuing year;
2. To ratify the selection by the Board of Directors of
Ernst & Young LLP as independent certified public
accountants of the Company for the fiscal year ending
April 30, 1996;
3. To consider and vote upon a proposal to approve a Stock
Option Plan for Non-Employee Directors; and
4. To transact such other business as may properly come
before the meeting or any adjournments thereof.
Only holders of record of shares of Common Stock at the
close of business on June 26, 1995 will be entitled to vote at
the meeting and any adjournments thereof.
Whether or not you plan to attend the meeting, please fill
in, date, sign and return the enclosed proxy promptly in the
enclosed envelope.
You are cordially invited to attend the meeting.
By Order of the Board of Directors
CAROL LENTZ
Secretary
July 17, 1995
<PAGE>
AMERICAN WOODMARK CORPORATION
3102 Shawnee Drive
Winchester, Virginia 22601
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement, mailed to shareholders on or about July
17, 1995, is furnished in connection with the solicitation by
American Woodmark Corporation (the "Company") of proxies in the
accompanying form for use at the Annual Meeting of Shareholders to
be held on August 23, 1995, and at any adjournments thereof. A
copy of the annual report of the Company for the fiscal year ended
April 30, 1995 is being mailed to you with this Proxy Statement.
In addition to the solicitation of proxies by mail, the
Company's officers and regular employees, without compensation
other than regular compensation, may solicit proxies by telephone,
telegraph and personal interview. The Company will bear the cost
of all solicitation.
On June 26, 1995, the date for determining shareholders
entitled to vote at the meeting, there were 7,569,663 shares of
common stock of the Company ("Common Stock") outstanding and
entitled to vote. Each such share of Common Stock entitles the
holder thereof to one vote.
Any shareholder giving a proxy may revoke it at any time
before it is voted. Proxies may be revoked by filing with the
Secretary of the Company written notice of revocation bearing a
later date than the proxy, by duly executing a later dated proxy
relating to the same shares or by attending the annual meeting and
voting in person.
A proxy, if executed and not revoked, will be voted for the
election of the nominees for director named herein, for the
proposed Stock Option Plan for Non-Employee Directors and for the
ratification of Ernst & Young LLP as independent certified public
accountants of the Company unless such proxy contains specific
instructions to the contrary, in which event it will be voted in
accordance with such instructions. Abstentions will be considered
as votes represented at the annual meeting for quorum purposes,
but a vote to abstain will not be counted as a vote for or against
any of the proposals.
<PAGE>
ITEM 1 - ELECTION OF DIRECTORS
The persons named below, all of whom currently serve as
directors of the Company, have been nominated to serve as
directors until the next Annual Meeting of Shareholders and until
their successors have been elected. Other nominations may be made
from the floor at the annual meeting.
Although the Company anticipates that all of the nominees
named below will be able to serve, if at the time of the meeting
any nominees are unable or unwilling to serve, shares represented
by properly executed proxies will be voted at the discretion of
the persons named therein for such other person or persons as the
Board of Directors may designate.
On February 28, 1995 the Board of Directors voted to add
Martha M. Dally and James J. Gosa as directors, filling two
previous vacancies. Ms. Dally and Mr. Gosa are included in the
nominees for reelection as directors.
Nominees
Principal Occupation Director
During the Last Five of
Years and Directorships Company
Name Age in Public Companies Since
William F. Brandt, Jr. 49 Company Chairman and President 1980
Richard A. Graber 59 Commercial Real Estate Developer 1980
and owner of retail operations
from 1988 to present; Company
Vice President, Marketing from
1980 until retirement in 1988
Donald P. Mathias 56 Company Vice President, Assembly 1980
and Distribution from 1994 until
retirement in 1995; Company
Vice President, Operations,
from 1980 to 1994
John T. Gerlach 62 Director of MBA Program, 1980
Sacred Heart University from
1992 to present; Assistant to
the President of Sacred Heart
University from 1990 to 1992;
Adjunct Professor of Finance of
Drexel University Graduate School
of Business from 1988 to 1990;
Director, SAFE, Inc. and Uno
Restaurant Corp.
Daniel T. Carroll 69 Chairman and President of The 1986
Carroll Group, Inc. (management
consulting business); Director,
Aon Corporation, A.M. Castle &
<PAGE>
Co., Comshare, Inc., Diebold,
Incorporated, Michigan National
Corporation, Wolverine World Wide,
Incorporated, UDC Homes, Inc.,
Woodhead Industries, Inc., DeSoto,
Inc. and Oshkosh Truck Corp.
C. Anthony Wainwright 61 Chairman of Harris, Drury, Cohen, 1987
Inc. (an advertising agency) 1995;
Chairman in 1994 and Vice Chairman
and CEO from 1990 to 1994 of
Campbell Mithun Esty Inc. (an
advertising agency); President of
the Bloom Companies, Inc. and Chief
Executive Officer of the Bloom Agency
(an advertising agency) from 1980 to
1990; Director, Gibson Greeting Inc.,
Del Webb Corp., All-Comm Media and
Specialty Retailing
James J. Gosa 48 Company Executive Vice President 1995
from 1993 to present; Company Vice
President, Sales and Marketing
from 1991 to 1993; Vice President
Marketing and Branch Operations,
Thomas Somerville Co. 1985 to 1991
Martha M. Dally 44 Executive Vice President-Personal 1995
Products, Sara Lee Corporation
from 1994 to present; Vice President,
Personal Products from 1989 to 1993,
Sara Lee Corporation
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who beneficially own more than ten percent of a
registered class of the Company's equity securities, to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers,
directors, and greater than ten-percent shareholders are
required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during
the fiscal year ended April 30, 1995 all Section 16(a) filing
requirements applicable to its officers, directors, and
greater than ten-percent beneficial owners were complied with;
except that one report for one transaction was filed late by
Mr. Donald P. Mathias, Vice President Assembly and
Distribution, and an initial report of ownership was filed
late by Ms. Martha M. Dally upon her election as a member of
the Company's Board of Directors.
<PAGE>
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth information regarding shares
of Common Stock beneficially owned as of June 26, 1995 by (i)
each person who is known by the Company to beneficially own
more than 5% of the outstanding shares of Common Stock, (ii)
each director of the Company, (iii) each named executive
officer, and (iv) the directors and executive officers as a
group. Unless otherwise noted, each individual has sole
voting power and sole investment power with respect to the
number of shares set forth opposite his or her name. The
addresses of each person listed below who owns more than 5% of
the outstanding shares of Common Stock are: Mr. Brandt, 3102
Shawnee Drive, Winchester, Virginia 22601; Mr. Mathias, 5240
62nd Ave. South, St. Petersburg, Florida 33715; Mrs. Stout,
P.O. Box 206, Cross Junction, Virginia 22625; and Mr. Graber,
1712 Handley Ave., Winchester, Virginia 22601.
Aggregate
Number Percentage
Name of Shares Owned
William F. Brandt, Jr. (1)...... 2,377,085 30.9
Mary Jo Stout(2)................ 944,433 12.3
Richard A. Graber (3)........... 825,854 10.7
Donald P. Mathias (4)........... 640,472 8.3
David L. Blount (5)............. 176,625 2.3
James J. Gosa (6)............... 47,102 *
C. Stokes Ritchie (7)........... 16,167 *
John T. Gerlach (8)............. 13,552 *
Daniel T. Carroll (9)........... 8,767 *
C. Anthony Wainwright (10)...... 3,388 *
Martha M. Dally ................ 0 -
All directors and executive officers
as a group (11 persons) ..... 4,123,818 53.7
*Indicates less than 1%.
(1) Includes 193,721 shares held by Mr. Brandt as trustee
for the benefit of his children, 24,794 shares in the Brandt
Family Foundation, and options exercisable by Mr. Brandt for
23,667 shares. Excludes 61,952 shares held by Mr. Brandt's
wife as trustee for the benefit of their children.
(2) Includes 48,400 shares held by Mrs. Stout as trustee
for the benefit of her children, 120,032 shares held by her
brother as trustee for the benefit of Mrs. Stout, and 10,725
shares in the Holcomb Family Foundation.
(3) Includes 166,496 shares held by Mr. Graber as trustee
for the benefit of his children, 13,972 shares in the Graber
Family Foundation, and options exercisable by Mr. Graber for
3,267 shares. Excludes 35,734 shares held by Mr. Graber's
wife as trustee for the benefit of their children.
(4) Includes 203,280 shares held by Mr. Mathias as trustee
for the benefit of his children, 2,180 shares in the Mathias
Family Foundation, and options exercisable by Mr. Mathias for
17,667 shares.
<PAGE>
(5) Includes options exercisable by Mr. Blount for 15,500
shares.
(6) Includes options exercisable by Mr. Gosa for 23,870
shares.
(7) Includes options exercisable by Mr. Ritchie for 6,667
shares.
(8) Includes options exercisable by Mr. Gerlach for 2,167
shares.
(9) Includes options exercisable by Mr. Carroll for 3,267
shares.
(10) Includes options exercisable by Mr. Wainwright for
2,904 shares.
Messrs. Brandt, Graber and Mathias and Jeffrey S. Holcomb
entered into a Voting Agreement, which extends through May
1996, unless sooner terminated or further extended with the
consent of the parties. Under the Voting Agreement, each
party (including Mrs. Stout as successor to Mr. Holcomb) has
agreed to vote his or her shares in accordance with the
instructions of one or more parties to the Voting Agreement
who, individually or in the aggregate, then own a majority of
the shares owned by the parties as a group. As of June 26,
1995, the parties to the Voting Agreement beneficially owned
in the aggregate 4,787,844 shares, or 62.3% of Common Stock,
and have indicated that they intend to vote for the election
of the nominees for director named herein, for the approval of
the Stock Option Plan for Non-Employee Directors and for the
ratification of the selection of the Company's independent
certified public accountants as set forth herein. The parties
to the Voting Agreement own a sufficient number of shares to
elect such directors, approve the Stock Option Plan for Non-
Employee Directors and to ratify the selection of such
accountants.
CERTAIN INFORMATION CONCERNING THE
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four regular meetings during
the fiscal year ended April 30, 1995. Messrs. Brandt,
Carroll, Gerlach, Graber, Mathias and Wainwright each attended
all four meetings. Ms. Dally and Mr. Gosa attended the two
meetings following their election to the Board.
The Board of Directors has a Compensation Committee and an
Audit Committee, each of which is composed of John T. Gerlach,
Daniel T. Carroll and C. Anthony Wainwright. Mr. Gerlach
serves as Chairperson of the Compensation Committee and Mr.
Carroll serves as Chairperson of the Audit Committee. The
Compensation Committee makes awards under and administers the
Company's Stock Option Plan and reviews the compensation of
officers of the Company. The Audit Committee reviews and
reports to the Board with respect to various auditing and
accounting matters, including the selection and fees of the
Company's independent auditors, the scope of audit procedures,
the nature of services to be performed by the independent
auditors and the Company's accounting practices. The Audit
<PAGE>
Committee met four times and the Compensation Committee met
three times during fiscal year 1995. Each Committee member
attended all such meetings of the Committees. The Company
does not have a standing Nominating Committee.
During fiscal year 1995 the Board of Directors approved the
establishment of a Charitable Foundation for the Company. Mr.
Graber was appointed Chairperson of the Charitable Foundation
and as such is compensated for attendance on a basis
consistent with the compensation for meeting attendance for
Audit and Compensation Committees of the Board.
Directors who are not officers receive annual compensation
of $15,000 plus $1,000 for attendance at each Board meeting
and $500 for attendance at each Committee meeting. The
Company bears the cost of all travel associated with
performance of their responsibilities. Directors who are also
officers do not receive directors' fees.
During fiscal year 1995 the Board of Directors approved and
established a "Non-management Director Retirement Plan" with
non-management directors abstaining from the vote. The plan
provides for each non-management director to receive a credit
equal to fifty percent of the current annual retainer on the
first day of each fiscal year. Each non-management director
will receive a maximum of ten annual credits. Each non-
management director will be vested in his or her total credits
received at ten percent per year and be fully vested in all
credits after ten years. Total vested credits will be paid to
directors on the first day of each fiscal year commencing with
the year immediately following retirement from the Board.
Payments will be made in equal amounts over the same number of
years served on the Board but not to exceed ten years. For
existing directors elected in 1985 or later, provision is made
for credits earned and vesting as if the plan had been adopted
in 1989. For existing directors elected before 1985,
provision is made for credits earned as if the plan had been
adopted in 1984, vesting as if the plan had been adopted in
1989 and an increase in all limitations from ten to fifteen
years.
At the 1990 annual meeting the shareholders approved a
Stock Option Plan for Non-Employee Directors (the "1990
Directors Plan"). No options may be granted under the 1990
Directors Plan after August 31, 1994. The 1990 Directors Plan
provided that each non-employee director of the Company
automatically received on the date he was initially elected as
a director an option to purchase 1,000 shares. Each year
thereafter eligible directors received additional automatic
grants of options to acquire 1,000 shares. The exercise price
for each option granted under the 1990 Directors Plan was 100%
of the fair market value on the date of grant. Options
granted under the 1990 Directors Plan have a term of four
years and are exercisable as to one-third of the shares on the
first anniversary of the date of grant and as to an additional
one-third on each succeeding anniversary. During the last
fiscal year, Messrs. Gerlach, Carroll, Wainwright and Graber
<PAGE>
were each granted options to purchase 1,000 shares at a price
of $5.75 per share.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
CASH COMPENSATION
<TABLE>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term
compensation for the Company's named executive officers for
fiscal 1995, 1994 and 1993.
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------ ----------------------
Other
Name & Fiscal Annual All Other
Principal Position Year Salary Bonus Compensation Options Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F. Brandt, Jr. 1995 $255,200 $188,750 $ 2,182(1) 0 $4,230(2)
Chairman and President 1994 238,233 68,750 0 5,000 4,013(2)
1993 234,700 0 0 0 4,010(2)
James J. Gosa 1995 185,200 135,900 1,813(3) 0 5,180(5)
Executive Vice President 1994 176,956 45,000 28,395(4) 0 6,134(5)
1993 164,826 0 54,034(4) 27,500 5,512(5)
Donald P. Mathias 1995 170,200 124,575 0 0 1,013(6)
Vice President, Assembly 1994 160,294 49,500 0 3,500 973(6)
and Distribution 1993 158,200 0 0 0 3,026(6)
David L. Blount 1995 152,175 111,600 0 0 2,738(7)
Vice President, 1994 139,962 39,875 0 2,500 2,370(7)
Component Manufacturing 1993 137,799 0 0 5,500 2,276(7)
C. Stokes Ritchie 1995 142,966 98,700 121,141(8) 20,000 129(9)
Vice President, Sales & 1994 0 0 0 0 0
Marketing 1993 0 0 0 0 0
</TABLE>
(1) Company paid spouse travel.
(2) Contributions made on Mr. Brandt's behalf by the Company for
the Investment Savings Stock Ownership Plan were $3,604,
$3,387, and $3,385, for fiscal 1995, 1994 and 1993,
respectively. Company-paid premiums for group life
insurance made on Mr. Brandt's behalf were $626, $626, and
$625, for fiscal 1995, 1994 and 1993, respectively.
(3) Company paid spouse travel.
(4) Relocation expenses.
(5) Contributions made on Mr. Gosa's behalf by the Company for
the Investment Savings Stock Ownership Plan were $86 and $14
for fiscal 1995 and 1994, respectively. Company-paid
premiums for group life insurance made on Mr. Gosa's behalf
were $418, $331, and $331 in fiscal 1995, 1994, and 1993,
respectively. Also, as part of Mr. Gosa's relocation, he
was extended an interest-free loan. Relocation loans are
available to all Company management. Using a 10% interest
rate, the imputed savings to Mr. Gosa were $4,676, $5,803,
and $5,181 in fiscal 1995, 1994, and 1993, respectively.
(6) Contributions made on Mr. Mathias' behalf by the Company for
the Investment Savings Stock Ownership Plan were $86, $380,
<PAGE>
and $2,099 for fiscal 1995, 1994, and 1993, respectively.
Company-paid premiums for group life insurance made on Mr.
Mathias' behalf were $927, $593, and $927, for fiscal 1995,
1994, and 1993, respectively.
(7) Contributions made on Mr. Blount's behalf by the Company for
the Investment Savings Stock Ownership Plan were $2,449,
$2,081, and $1,988 for fiscal 1995, 1994, and 1993,
respectively. Company-paid premiums for group life
insurance made on Mr. Blount's behalf were $289, $289, and
$288 in fiscal 1995, 1994, and 1993, respectively.
(8) Relocation expenses and company-paid spouse travel.
(9) Company-paid premiums for group life insurance made on Mr.
Ritchie's behalf were $129 in fiscal 1995.
OPTION GRANT TABLE
The following table sets forth information concerning
options granted during fiscal 1995 to the Company's named
executive officers.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation
Individual Grants For Option Term
- ----------------------------------------------------------------------------------- -----------------
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees or Base Expiration
Name Granted (#) in Fiscal Year Price ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
William F. Brandt, Jr. 0
James J. Gosa 0
Donald P. Mathias 0
David L. Blount 0
C. Stokes Ritchie 20,000 100% $5.63 5/6/98 $24,244 $52,211
</TABLE>
The option price of shares of Common Stock covered by the
options granted under the 1986 Employee Stock Option Plan may not
be less than 100% of the fair market value of the Common Stock on
the date of the option grant (110% of fair market value if the
stock option is an incentive stock option which is granted to an
employee who is a 10% shareholder of the Company).
Options are exercisable at a rate of 33% per year beginning on
the first anniversary of the date on which the options were
granted. The options must be exercised within twelve months
after the cumulative increments equal 100%, at which time the
options expire.
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table summarizes options exercised during fiscal
1995 and presents the value of unexercised options held by the
Company's named executive officers at April 30, 1995.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized $ Unexercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
William F. Brandt, Jr. 0 $ 0 23,667 E $24,748 E
3,333 U 0 U
James J. Gosa 0 0 34,925 E 71,107 E
9,075 U 17,014 U
Donald P. Mathias 0 0 17,667 E 25,894 E
2,333 U 1,167 U
David L. Blount 3,300 6,072 15,500 E 29,167 E
3,500 U 6,772 U
C. Stokes Ritchie 0 0 0 E 0 E
20,000 U 0 U
</TABLE>
PENSION PLAN
The Company maintains a non-contributory defined benefit
pension plan for salaried employees. The plan covers
substantially all employees who are compensated on the basis of a
salary or a commission, or both, and who meet certain age and
service requirements. Funding is determined on an actuarial
basis. Benefits are based on a percentage of a participant's
average compensation, including bonuses, for the five consecutive
calendar years in the ten years before the participant's
retirement that produce the highest compensation, and weighted
for credited service. The plan acts as a continuation of a
pension plan in effect for former employees of Boise Cascade
Corporation. If an employee was a participant in the Boise
Cascade plan, his or her benefit under the Company's plan cannot
be less than the benefit he or she would have received under the
Boise Cascade plan. The employee's benefit will be based upon
both his or her credited service under the Boise Cascade plan and
his or her credited service under the Company's plan. If an
employee has seven or more years of credited service under the
Boise Cascade plan, part of his or her benefit will be provided
by the Boise Cascade plan. The Company's plan will provide the
rest of the total benefit.
As of April 30, 1995, the credited years of service for
Messrs. Brandt, Mathias, Gosa, Blount, and Ritchie were 25, 31,
3, 18, and 0, respectively.
The following table illustrates the annual pension benefits
<PAGE>
for retirement at age 65 under various levels of compensation and
years of credited service. The figures in the table assume that
the plan continues in its present form and that the participants
elect a life annuity form of benefit.
Final Average Years of Credited Service
Annual -------------------------------------------------------
Compensation 10 20 30 40
$100,000........ $12,500 $25,000 $37,500 $50,000
150,000........ 18,750 37,500 56,250 75,000
200,000........ 25,000 50,000 75,000 100,000
300,000........ 37,500 75,000 112,000 120,000
325,000........ 40,625 81,250 121,875 162,500
The IRS places limits on the amount of compensation that can
be recognized under this plan as well as the maximum amount of
retirement benefit that may be paid under the plan. These limits
are indexed each year, so that the ultimate amount of benefit
actually paid will depend on the year of retirement. For
calendar year 1995, the maximum annual compensation which may be
recognized is $150,000 and the maximum amount of benefit that may
be paid is $120,000.
REPORT OF THE COMPENSATION COMMITTEE
The Company's Executive Compensation Program is designed to
assist in attracting, motivating, and retaining a senior
management team capable of assuring the Company's long-term
financial success, thereby rewarding shareholders and employees.
The Compensation Program, administered for all executives
including the Chief Executive Officer, has three primary
elements: (1) a base salary, (2) an annual incentive bonus, and
(3) incentive stock options. The Program seeks to provide total
compensation over the long-term that is sufficient to retain
those who deliver superior performance.
Base salaries for all executive officers have been
competitively established based on salaries paid for like
positions in comparable companies. These salaries are reviewed
annually. Based on a national survey of executive officers' base
pay in companies that manufacture durable goods with sales
between $100 and $250 million, the Company's executive officers
as a group, excluding the chief executive, are paid at the
average market rate. Compared to the same survey, the Company's
chief executive has a current base pay that is slightly below the
average market rate of other chief executives. As is the case
with the salaried administration policy for the entire Company,
adjustments to executive officer base salaries result from a
demonstrated increase in skill sets or from market-level changes
in comparable positions. During fiscal year 1995, the Company's
Chief Executive Officer did not receive a base salary increase.
The annual incentive bonus reflects both Company financial
performance and each executive officer's contribution to that
performance. All executive officers are eligible for an annual
bonus, with a maximum potential of one times the annual base pay
<PAGE>
of each officer. Executive officers are eligible for incentive
bonuses only if the Company is profitable for the fiscal year.
Seventy percent of the potential bonus is based on the Company's
return on investment performance. In fiscal 1995, under this
portion of the plan, individual bonuses where paid at 48% of
annual salary. Thirty percent of the potential bonus is
discretionary, and is based on the Committee's subjective
evaluation of individual performance for each of the executive
officers during the fiscal year. Bonus payments, ranging from
22.5% to 27.5% of base salary, under this portion of the plan
were made for fiscal 1995. Criteria considered for the Chief
Executive Officer includes executive talent development, progress
in strategically positioning the Company, and various operating
performance measures such as sales, profitability, quality,
delivery and safety.
The Company's 1986 Employee Stock Option Plan, which was
approved by the shareholders in 1986, is designed to encourage
management to act in a manner that is consistent with the long-
term interests of the shareholders. Stock option grants reflect
the Compensation Committee's estimation of each executive
officer's present and potential contribution to the performance
of the Company, as well as the number and value of prior grants.
During fiscal 1995, a stock option grant of 20,000 shares was
made to C. Stokes Ritchie, Vice President, Sales and Marketing in
conjunction with his joining the Company. No other officer
received an option grant during the year.
John T. Gerlach, Chairperson
Daniel T. Carroll
C. Anthony Wainwright
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the five year cumulative
total shareholder return from investing $100 on May 1, 1990 in
American Woodmark Corporation common stock, the S&P 500 index of
companies, and the S&P Home Furnishings and Appliance index of
companies:
1990 1991 1992 1993 1994 1995
American Woodmark $100.0 $53.1 $53.1 $53.1 $77.3 $77.3
S&P 500 100.0 117.6 134.0 146.4 154.2 181.1
S&P Home Furnishings 100.0 99.5 137.3 143.1 177.7 164.2
and Appliance Index
Source: Bloomberg Financial Markets
<PAGE>
CERTAIN TRANSACTIONS
The Company leases its headquarters from Amwood Associates,
a partnership of which Messrs. Brandt, Mathias and Graber, and
Mrs. Stout are the partners. The lease commenced on March 18,
1986 and has a remaining term of six years at which time it may
be cancelled by either party. Rental payments are $30,809 per
month, subject to annual increases, not to exceed 7%, based on
changes in the Consumer Price Index. During the fiscal year
ended April 30, 1995, the Company made payments under the lease
in the amount of $364,508. The rent under the lease was
established by an independent appraisal and is on terms which the
Company believes are at least as favorable to the Company as
those which could be obtained from unaffiliated third parties.
ITEM 2--RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of
Directors has selected Ernst & Young LLP as independent certified
public accountants to audit the Financial Statements of the
Company for fiscal year 1996, and has directed a vote of
shareholders to be taken to ascertain their approval or
disapproval of that selection. If the shareholders do not ratify
the selection of Ernst & Young LLP, other independent auditors
will be considered by the Board of Directors.
Representatives of Ernst & Young LLP will be present at the
meeting of the Company's shareholders. Such representatives will
have the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" ratification
of the selection of Ernst & Young LLP as independent auditors of
the Company for fiscal year 1996.
ITEM 3--STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
There will be presented to the annual meeting a proposal that the
shareholders approve a new Stock Option Plan for Non-Employee
Directors (the "Directors Plan"). The purpose of the Directors
Plan is to attract and retain the services of experienced and
qualified outside directors of the Company who are not eligible
to participate in the Company's employee benefit plans in a way
that enhances the identification of directors' interests with
those of the shareholders. The grantees of options under the
Directors Plan are not entitled to receive option grants under
the 1986 Employee Stock Option Plan. The Directors Plan is set
forth as Exhibit A. The following summary of the Directors Plan
is qualified in its entirety by reference to Exhibit A.
<PAGE>
The number of shares of the Company's Common Stock for which
options may be granted under the Directors Plan is limited to
30,000, which is approximately .4% of the number of shares
outstanding at June 26, 1995. This limit, the option prices and
the number of shares subject to outstanding options, will be
appropriately adjusted for stock dividends, stock splits,
recapitalization, combinations of shares and other changes
affecting the Company's stock. Shares for which options have
expired may again be optioned under the Directors Plan.
Presently, six persons are eligible to participate in the
Directors Plan.
The Directors Plan provides that, subject to shareholder
approval, each of the six non-employee directors of the Company
would receive an option to purchase 1,000 shares (subject to
adjustments for recapitalization, stock splits, and similar
events occurring after the grant under the Directors Plan). The
exercise price of the options per share will be the average of
the highest and lowest reported sale prices per share for the
Company's Common Stock on the NASDAQ National Market System on
the date of grant. In addition, each person who subsequently is
elected a director will automatically receive on the next date of
the anniversary of the initial grant an option to purchase 1,000
shares under the Directors Plan. Each year thereafter (as long
as and to the extent shares are available under the Directors
Plan) eligible directors will receive additional automatic grants
of options to acquire 1,000 shares. Only non-statutory options
may be granted under the Directors Plan.
The exercise price for each option granted under the
Directors Plan will be 100% of the fair market value on the date
of grant; no consideration will be paid to the Company for the
granting of the option. Options granted under the Directors Plan
will have a term of four years and will be exercisable as to one-
third of the shares on the first anniversary of the date of grant
and as to an additional one-third on each succeeding anniversary.
If an optionee ceases to serve as a director of the Company
before the option becomes exercisable, the option will terminate
on the date of such termination of service as a director. If an
optionee ceases to serve as a director of the Company after the
option becomes exercisable in whole or in part, the option will
terminate three months after the date of termination, or on
expiration of the option, whichever is earlier. Options granted
under the Directors Plan are non-transferable other than by will
or the laws of descent and distribution upon the death of the
optionee and, during the lifetime of the optionee, are
exercisable only by him or her. Payment upon exercise of an
option under the Directors Plan may be made in cash or with
shares of the Company's Common Stock of equivalent value.
Under present federal income tax law, no taxable income will
result to an outside director upon grant of an option under the
Directors Plan and there will be no tax effect on the Company.
Upon exercise of a non-statutory option an outside director would
generally realize as ordinary income for federal and state income
tax purposes an amount equal to the excess of the fair market
value of the shares purchased over the exercise price on the
exercise date when exercised six months or more after the date of
<PAGE>
grant.
The Directors Plan will not become effective until the
Directors Plan is approved by shareholders as proposed herein.
The Board of Directors will administer the Directors Plan.
The Directors Plan may be terminated, modified or amended by the
shareholders of the Company. The Board of Directors may also
terminate the Directors Plan or modify or amend it in certain
respects as set forth in the Directors Plan. No options may be
granted under the Directors Plan after August 31, 1999.
VOTE REQUIRED
Approval of the Directors Plan requires the affirmative vote
of the holders of a majority of the shares of Common Stock voting
at the annual meeting.
The Board of Directors believes that the approval of the
Stock Option Plan for Non-Employee Directors is in the best
interest of the Company and, accordingly, recommends a vote "FOR"
approval of the Directors Plan.
OTHER BUSINESS
If any other business properly comes before the meeting,
your proxy may be voted by the persons named in it in such manner
as they deem proper.
At this time management does not know of any other business
which will be presented to the meeting.
PROPOSALS BY SHAREHOLDERS FOR PRESENTATION AT 1996 ANNUAL MEETING
Proposals which any shareholder intends to present to the
1996 Annual Meeting of Shareholders must be received by the
Company no later than March 15, 1996.
By Order of the Board of
Directors
Carol Lentz
Secretary
July 17, 1995
<PAGE>
Exhibit A
AMERICAN WOODMARK CORPORATION
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
PART I. PLAN ADMINISTRATION AND ELIGIBILITY
I. PURPOSE
The purpose of this Non-Employee Directors Stock Option Plan
(the "Directors Plan") of American Woodmark Corporation (the
"Company") is to encourage ownership in the Company by non-
employee members of the Board of Directors (the "Board") of the
Company, in order to promote long-term shareholder value and to
provide non-employee members of the Board with an incentive to
continue as directors of the Company.
II. ADMINISTRATION
The Directors Plan shall be administered by the Board.
Grants of stock options ("Options") under the Directors Plan
shall be automatic as described in Section VII. However, the
Board shall have all powers vested in it by the terms of the
Directors Plan, including, without limitation, the authority
(within the limitations described herein) to prescribe the form
of the agreement embodying awards of stock options under the
Directors Plan, to construe the Directors Plan, to determine all
questions arising under the Directors Plan, and to adopt and
amend rules and regulations for the administration of the
Directors Plan as it may deem desirable. Any decision of the
Board in the administration of the Directors Plan, as described
herein, shall be final and conclusive. The Board may act only by
a majority of its members in office, except that members thereof
may authorize any one or more of their number or any officer of
the Company to execute and deliver documents on behalf of the
Board. No member of the Board shall be liable for anything done
or omitted to be done by him or any other member of the Board in
connection with the Directors Plan, except for his own willful
misconduct or as expressly provided by statute.
III. PARTICIPATION IN THE DIRECTORS PLAN
The Terms "parent corporation" and "subsidiary corporation,"
as used in this Plan, shall have the meanings given them in
Section 424(e) and (f) of the Internal Revenue Code of 1990, as
amended (the "Internal Revenue Code"), and the term "subsidiary
corporation" shall also mean an unconsolidated subsidiary,
whether or not 50%-owned.
IV. STOCK SUBJECT TO THE DIRECTORS PLAN
The maximum number of shares of the Company's Common Stock
("Shares") that may be issued upon exercise of Options granted
pursuant to the Directors Plan shall be 30,000, subject to
adjustment as provided in Section XII. Shares that have not been
issued under the Directors Plan allocable to Options and portions
of Options that expire or terminate unexercised may again be
<PAGE>
subject to a new Option.
PART II. OPTIONS
V. NON-STATUTORY STOCK OPTIONS
All Options granted under the Directors Plan shall be non-
statutory in nature and shall not be entitled to special tax
treatment under Section 422 of the Internal Revenue Code.
VI. OPTION EXERCISE PRICE
The Option exercise price shall be the fair market value of
the Shares subject to such Option on the date the Option is
granted, which shall be the average of the highest and lowest
reported sale prices per share of the Shares on the NASDAQ
National Issues Transaction Tape (or if there have been no
transactions, the average of the bid and asked prices) on the
date of grant.
VII. TERMS, CONDITIONS AND FORM OF OPTIONS
Each Option shall be evidenced by a written agreement in
such form as the Board shall from time to time approve, which
agreement shall comply with and be subject to the following terms
and conditions:
A. Option Grant Date. Each director of the Company who
is eligible to be granted an Option hereunder on the
effective date of the Directors Plan (as provided in Section
XIII) shall automatically receive an Option to purchase
1,000 Shares. Each director newly elected by the Company's
shareholders after the effective date who is eligible to be
granted Options hereunder on the anniversary date of the
Option grant shall automatically receive an Option to
purchase 1,000 Shares on the date of such Directors Plan
anniversary. Each director shall annually thereafter on the
anniversary date of his first Option grant automatically
receive an Option to purchase 1,000 shares. If at any time
under the Directors Plan there are not sufficient shares
available to fully permit the automatic Option grants
described in this paragraph, the Option grants shall be
reduced pro rata (to zero if necessary) so as not to exceed
the number of shares available.
B. Options Not Transferable. An Option shall not be
transferable by the optionee otherwise than by will, or by
the laws of descent and distribution, and shall be exercised
during the lifetime of the optionee only by him or her. An
Option transferred by will or by the laws of descent and
distribution may be exercised by the optionee's personal
representative within one year of the date of the optionee's
death to the extent the optionee could have exercised the
Option on the date of his or her death. No Option or
interest therein may be transferred, assigned, pledged or
hypothecated by the optionee during his or her lifetime,
whether by operation of law or otherwise, or be made subject
to execution, attachment or similar process.
<PAGE>
C. Exercise of Options. An Option shall be exercisable
as to one-third of the number of shares on the first
anniversary of the Date of Grant, and as to an additional
one-third of the number of shares on each succeeding
anniversary until fully exercisable. No Option may be
exercised:
1. before the Directors Plan is approved by
shareholders of the Company;
2. after the expiration of four(4) years from the
date the Option is granted; provided, however, that
each Option shall be subject to termination before its
date of expiration as hereinafter provided;
3. except by written notice to the Company at its
principal office, stating the number of Shares the
optionee has elected to purchase, accompanied by
payment in cash and/or by delivery to the Company of
Shares (valued at fair market value on the date of
exercise) in the amount of the full Option exercise
price for the Shares being acquired thereunder; and
4. only at such time as an optionee is a director
of the Company, or within three (3) months after the
date the optionee ceases to be a director of the
Company, to the extent then exercisable.
VIII. WITHHOLDING
Upon the transfer of Shares as a result of the exercise of
an option, the Company shall have the right to retain or sell
without notice sufficient Shares (taken at the last reported
sales price of such Shares on the NASDAQ National Market Issues
Transaction Tape on such date or dates as may be determined by
the Board, but not more than five business days prior to the date
on which such Shares would otherwise have been delivered) to
cover the amount of any federal or state income tax required by
any government to be withheld or otherwise deducted and paid with
respect to such payment and the exercise of the Options,
remitting any balance to the optionee; provided, however, that
the optionee shall have the right to provide the Company with the
funds to enable it to pay such tax.
IX. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS
The Board shall have the power to modify, extend or renew
outstanding Options and to authorize the grant of new Options in
substitution therefor, provided that any such action may not have
the effect of altering or impairing any rights or obligations of
any person under any Option previously granted without the
consent of the optionee.
PART 3. GENERAL PROVISIONS
X. TERMINATION
The Directors Plan shall terminate upon the earlier of:
<PAGE>
A. the adoption of a resolution of the Board
terminating the Directors Plan; or
B. August 31, 1999.
No termination of the Directors Plan shall without his or her
consent materially and adversely affect any of the rights or
obligations of any person under any Option previously granted
under the Directors Plan.
XI. LIMITATION OF RIGHTS
A. No Right to Continue as a Director. Neither the
Directors Plan nor the granting of an Option nor any other
action taken pursuant to the Directors Plan, shall
constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain any person
as a director for any period of time.
B. No Shareholder's Rights Under Options. An optionee
shall have no rights as a shareholder with respect to Shares
covered by his or her Options until the date of exercise of
the Option, and, except as provided in Section XII, no
adjustment will be made for dividends or other rights for
which the record date is prior to the date of such exercise.
XII. CHANGES IN CAPITAL STRUCTURE
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in
the corporate structure or capitalization affecting the Shares,
the number of Shares that may be issued under the Directors Plan,
and the number of Shares subject to or the Option exercise price
per Share under any outstanding Option, shall be adjusted
automatically so that the proportionate interest of the
participant shall be maintained as before the occurrence of such
event. Such adjustment in outstanding Options, with a
corresponding adjustment in the Option exercise price per Share,
shall be made without change in the total Option exercise price
applicable to the unexercised portion of the Option, and any such
adjustment shall be conclusive and binding for all purposes of
the Directors Plan.
XIII. EFFECTIVE DATE OF THE DIRECTORS PLAN
The Directors Plan shall be effective on the date of
adoption by the shareholders of the Company.
XIV. AMENDMENT OF THE DIRECTORS PLAN
The Board may suspend or discontinue the Directors Plan or
revise or amend the Directors Plan in any respect; provided,
however, that without approval of the shareholders no revision or
amendment shall increase the number of Shares subject to the
Directors Plan (except as provided in Section XII) or materially
increase the benefits accruing to participants under the
Directors Plan.
<PAGE>
XV. NOTICE
Any written notice to the Company required by any of the
provisions of the Directors Plan shall be addressed to the
Treasurer of the Company and delivered personally or mailed first
class, postage prepaid to the Company at its principal business
address.
XVI. MISCELLANEOUS PROVISIONS
A. Securities Laws. No Shares shall be issued
hereunder if counsel for the Company advises that such
issuance would constitute a violation of applicable
securities laws.
B. Ratification. By accepting any Option or other
benefit under the Directors Plan, each participant and each
person claiming under or through such person shall be
conclusively deemed to have given his or her acceptance and
ratification of, and consent to, any action taken by the
Company or the Board.
<PAGE>
[DESCRIPTION] PROXY CARD
AMERICAN WOODMARK CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 23, 1995
The undersigned hereby appoints Richard A. Graber and Donald P. Mathias
(each with power to act alone and with power of substitution) as proxies, and
hereby authorizes them to represent and vote, as directed on the reverse side,
all the shares of Common Stock of American Woodmark Corporation held of record
by the undersigned on June 26, 1995, at the annual meeting of shareholders to
be held on August 23, 1995, and any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR proposals 1 and 2.
(Continued and to be signed on the other side)
<PAGE>
I plan to attend the meeting. ___
1. ELECTION OF DIRECTORS
NOMINEES: William F. Brandt, Jr.,
FOR all nominees WITHHOLD Donald P. Mathias, C. Anthony
listed to the AUTHORITY Wainwright, Martha M. Dally, James
right (except as to vote for J. Gosa, Richard A. Graber, John T.
indicated hereon) all nominees Gerlach, Daniel T. Carroll
listed to the
right
--- ---
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line provided below.)
------------------------------------------------------------------
2. PROPOSALS TO RATIFY THE SELECTION OF ERNST & YOUNG LLP as
independent certified public accountants of the Company.
FOR AGAINST ABSTAIN
--- --- ---
3. To consider and vote upon a proposal to approve a Stock Option Plan
for Non-Employee Directors;
FOR AGAINST ABSTAIN
--- --- ---
and
4. In their discretion the proxies are authorized to vote upon such
other business as may properly come before the meeting.
Date ____________________________________, 1995
_______________________________________________
Signature
_______________________________________________
Signature
Please sign exactly as name appears to the left. Executors,
trustees, etc., should so indicate when signing. If a corporation,
sign in full corporate name by authorized officer. If a partnership,
sign in partnership, sign in partnership name by authorized person.
Please date, sign and return this Proxy in the enclosed envelope.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES"
