SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Pulaski Furniture Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(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>
[Ridgeway Logo Here] [Pulaski Logo Here] [Craftique Logo Here]
[Accentrics Logo Here]
January 8, 1997
TO THE STOCKHOLDERS
PULASKI FURNITURE CORPORATION
Notice is hereby given that the annual meeting of stockholders of Pulaski
Furniture Corporation will be held at the Hotel Roanoke, 110 Shenandoah Ave.,
Roanoke, Virginia, on Friday, February 14, 1997, at 10:00 a.m., for the
following purposes:
(1) To elect two Class I Directors, each for a term of three years;
(2) To approve the 1996 Salaried Employees' Stock Purchase Plan; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on December 20, 1996,
are entitled to notice of, to vote at, and to participate in, such meeting.
STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON,
ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED FORM OF PROXY IN THE
ENCLOSED ENVELOPE (TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES). THE PROXY MAY BE REVOKED BY DELIVERING ANOTHER PROXY OR BY WRITTEN
NOTICE OF REVOCATION DELIVERED TO THE CORPORATION AT ANY TIME BEFORE THE PROXY
IS EXERCISED.
By Order of The Board of Directors
IRA S. CRAWFORD, Secretary
YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING YOU MAY THEN WITHDRAW YOUR PROXY.
<PAGE>
PULASKI FURNITURE CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 14, 1997
GENERAL INFORMATION
The solicitation of the enclosed proxy is made on behalf of the Board of
Directors of Pulaski Furniture Corporation (the "Corporation"), to be used at
the annual meeting of stockholders to be held at the Hotel Roanoke, 110
Shenandoah Ave., Roanoke, Virginia, on Friday, February 14, 1997, at 10:00 a.
m., and at any adjournment thereof.
The mailing address of the principal executive offices of the Corporation
is Pulaski Furniture Corporation, One Pulaski Square, Post Office Box 1371,
Pulaski, Virginia 24301.
An annual report to stockholders, including financial statements for the
year ended November 3, 1996, is enclosed with this proxy statement.
The cost of the solicitation of proxies will be borne by the Corporation.
Solicitations will be made by the use of the mails, except that officers and
other employees of the Corporation may make solicitations of proxies by
telephone or telegraph or by personal calls. It is contemplated that brokerage
houses and nominees will be requested to forward the proxy soliciting material
to the beneficial owners of the stock held of record by them, and the
Corporation will reimburse them for their charges and expenses.
The Corporation has 10,000,000 authorized shares of common stock (the
"Common Stock"), of which 2,837,552 shares were outstanding on December 20,
1996. Each outstanding share will entitle the holder to one vote at the annual
meeting of stockholders. The Corporation has 1,000,000 authorized shares of
preferred stock, of which no shares were outstanding on December 20, 1996. The
Proxy Statement is being mailed on or about January 8, 1997, to stockholders of
record at the close of business on December 20, 1996. Only stockholders of
record on that date will be entitled to vote at the annual meeting. Shares
represented by properly executed proxies delivered pursuant to this solicitation
will be voted, as specified, at the meeting and any adjournment thereof.
ELECTION OF DIRECTORS
The Corporation's Board of Directors is divided into three classes. At the
1997 annual meeting, two Directors are expected to be elected to Class I to hold
office for a term of three years or until their respective successors are duly
elected and qualified. It is the intention of the persons named in the enclosed
proxy to vote such proxy for the election as Directors of the two nominees named
below. If any such nominee should become unavailable, the Board of Directors
expects to designate a substitute for whom the proxies in the enclosed form are
to be voted or to reduce the size of the Board accordingly, in which case the
proxies in the enclosed form will be voted for the remaining nominee. Each
nominee named below has been recommended for election by the Board of Directors.
Each Director has served continuously since the year he joined the Corporation's
Board. Directors will be elected by a plurality of the votes cast. Abstentions
and shares held in street name that are not voted in the election of Directors
will not be included in determining the number of votes cast.
1
<PAGE>
NOMINEES
<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION OF CORPORATION
OR EMPLOYMENT DURING CONTINUOUSLY
NAME LAST FIVE YEARS SINCE AGE
<S> <C>
CLASS I (TO SERVE UNTIL THE 2000 ANNUAL MEETING OF STOCKHOLDERS)
John W. Stanley** Retired; former Chairman of the Board of Blue Ridge 1956 90
Transfer Company, Inc. (motor freight business), Roanoke,
Va.
Hugh V. White, Jr. Partner, Hunton & Williams (attorneys) Richmond, Va. 1978 63
<CAPTION>
DIRECTORS CONTINUING TO SERVE
DIRECTOR
PRINCIPAL OCCUPATION OF CORPORATION
OR EMPLOYMENT DURING CONTINUOUSLY
NAME LAST FIVE YEARS SINCE AGE
CLASS II (TO SERVE UNTIL THE 1998 ANNUAL MEETING OF STOCKHOLDERS)
<S> <C>
John D. Munford Retired; former Vice Chairman of Union Camp 1984 68
Corporation (paper, chemicals and building products)
Franklin, Va.
John G. Wampler** President and Chief Operating Officer of Pulaski 1989 38
Furniture Corporation; former Vice President (1988-92) of
Pulaski Furniture Corporation, Pulaski, Va.
<CAPTION>
CLASS III (TO SERVE UNTIL THE 1999 ANNUAL MEETING OF STOCKHOLDERS)
<S> <C>
Harry J. G. van Beek President, Klockner Capital Corporation Gordonsville, Va. 1996 61
Bernard C. Wampler** Chairman and Chief Executive Officer of Pulaski 1957 65
Furniture Corporation
Pulaski, Va.
Harry H. Warner Financial Consultant 1979 61
Lexington, Va.
</TABLE>
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**John G. Wampler is Bernard C. Wampler's son and John W. Stanley's grandson.
Harry H. Warner is a director of Chesapeake Corporation and American
Filtrona Corporation. John D. Munford is a director of Cadmus Communications
Corporation, Universal Corporation and Caraustar Industries, Inc. Bernard C.
Wampler is a director of American Filtrona Corporation. John G. Wampler is a
director of First American Federal Savings Bank. No other directorships are held
by Directors of the Corporation in other companies registered under Section 12
or subject to the requirements of Section 15(d) of the Securities Exchange Act
of 1934 or registered as an investment company under the Investment Company Act
of 1940.
The Board of Directors meets quarterly. During the last fiscal year, the
Board held four regular meetings and no special meetings. No director attended
fewer than 75% of the meetings of the Board and any committee on which he
served.
The Board has an Audit Committee and a Compensation Committee. There are no
other standing committees of the Board. No member of either the Audit Committee
or the Compensation Committee is an employee of the Corporation or any of its
subsidiaries.
2
<PAGE>
Messrs. Munford, van Beek and Warner comprise the Audit Committee. The
Audit Committee met twice during fiscal 1996. The Audit Committee reviews and
approves various internal accounting functions of the Corporation. The Audit
Committee also reviews the year-end audit performed by the Corporation's
auditors and meets with those auditors and Corporation personnel to discuss
audit procedures and policies.
Messrs. Munford, van Beek, Warner and White comprise the Compensation
Committee. The Compensation Committee met once during fiscal 1996. The
Compensation Committee administers the Corporation's Stock Incentive Plan and,
at the direction of the Board, undertakes studies and makes recommendations on
matters of executive compensation.
Employee Directors of the Corporation are not paid for their service on the
Board of Directors. Other Directors receive an annual retainer of $10,000 for
Board service and an attendance fee of $1,000, plus travel expenses, for each
Board or committee meeting attended. In addition, pursuant to the Corporation's
Stock Incentive Plan for Non-Employee Directors, each non-employee Director is
entitled to receive 200 shares of Common Stock of the Corporation annually, as
additional compensation for his service on the Board.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 20, 1996, as to
the beneficial ownership, direct or indirect, of the Corporation's Common Stock
by all Directors and nominees for Director, all Directors and officers as a
group, and all persons known by the Corporation to own beneficially more than
five percent of the Corporation's outstanding Common Stock:
<TABLE>
<CAPTION>
SOLE VOTING SHARED VOTING AGGREGATE
AND INVESTMENT AND INVESTMENT AGGREGATE PERCENTAGE
NAME POWER (1) POWER (2) TOTAL OWNED
<S> <C>
Harry J. G. van Beek.............................. 200 0 200 *
John D. Munford................................... 5,010 0 5,010 *
John W. Stanley................................... 81,200 0 81,200 2.9%
Bernard C. Wampler................................ 167,487 1,200 168,687 5.9%
One Pulaski Square
Post Office Box 1371
Pulaski, Virginia 24301
John G. Wampler................................... 47,079 2,592 49,671 1.8%
Harry H. Warner................................... 4,842 0 4,842 *
Hugh V. White, Jr................................. 3,800 3,400 7,200 *
All Directors and Officers as
a group (11 persons)............................ 469,721 10,705 480,426 16.9%
Franklin Resources, Inc. (3)...................... 192,000 0 192,000 6.8%
777 Mariners Island Boulevard
San Mateo, CA 94404
</TABLE>
- ---------------
* Less than 1%
3
<PAGE>
(l) Includes 99,300 shares that may be acquired within 60 days under the
Corporation's stock incentive plans and shares held in various fiduciary
capacities.
(2) Includes shares owned by relatives and in certain trust relationships.
These shares may be deemed to be beneficially owned under Rules and Regulations
of the Securities and Exchange Commission, but the inclusion of these shares
does not constitute an admission of beneficial ownership.
(3) Franklin Resources, Inc. is an "Investment Adviser" based in
California, organized in Delaware, and is the beneficial owner of the 192,000
shares.
EXECUTIVE COMPENSATION
The following table shows for the fiscal years ended November 3, 1996,
October 29, 1995 and October 30, 1994, the total compensation of the Chief
Executive Officer and each of the four next most highly compensated executive
officers of the Corporation (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Name and Annual Compensation Restricted All other
Principal Salary Bonus Stock Awards Compensation
Position ------------- Year $ $ ($)(1) ($)(3)
----- -------- -------- ------------ ------------
<S> <C>
Bernard C. Wampler, 1996 $300,000 $150,000 $161,250(2) $ 17,078
Chairman of the Board 1995 250,000 125,000 151,000 15,775
and CEO 1994 248,849 0 0 15,120
John G. Wampler, 1996 150,000 45,000 104,813(2) 7,758
President and 1995 130,000 32,500 54,738 7,417
COO 1994 121,380 0 0 7,021
Randolph V. Chrisley, 1996 105,000 31,500 32,250(2) 6,433
V.P., Sales 1995 95,000 23,000 37,750 6,015
1994 86,002 0 0 5,599
James H. Kelly, 1996 105,000 31,500 32,250(2) 6,412
V.P. Product 1995 95,000 23,000 37,750 5,994
Development 1994 86,002 0 0 5,578
Ira S. Crawford, 1996 93,000 27,900 32,250(2) 5,884
V.P., Adminisration, 1995 84,500 20,750 37,750 5,548
Secretary 1994 78,000 0 0 5,358
</TABLE>
- ---------------
(1) The Corporation awarded an aggregate of 24,500 shares of Restricted
Stock in 1996, 20,900 in 1995 and no shares in 1994. Restricted Stock vests in
20% increments over a five-year period. Dividends are paid on Restricted Stock.
(2) The aggregate number of shares of Restricted Stock held by the Named
Executive Officers as of November 3, 1996, and the value of such shares, were as
follows: Mr. Bernard C. Wampler, 35,000 $564,375; Mr. John G. Wampler, 13,650
$220,106; Mr. Chrisley, 8,250 $133,031; Mr. Kelly, 8,250 $133,031; and Mr.
Crawford, 8,250 $133,031.
(3) "All Other Compensation" for 1996 includes the following: (a) the
Corporation's premium payments on life insurance policies for each of the Named
Executive Officers: Mr. B.C. Wampler, $3,600; Mr. J.G. Wampler, $1,020; Mr.
Chrisley, $1,296; Mr. Kelly, $1,275; and Mr. Crawford, $1,334; and (b) the
Corporation's 60% matching contribution under the corporation's Salaried
Employees' Stock Purchase Plan: Mr. B.C. Wampler, $13,478; Mr. J.G. Wampler,
$6,738; Mr. Chrisley, $5,137; Mr. Kelly, $5,137; and Mr. Crawford, $4,550.
4
<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to the Named
Executive Officers concerning their exercise of options and SARs during 1996,
and unexercised options and SARs held by them on November 3, 1996.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END
OPTIONS/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($) (1)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
<S> <C>
- ---------------------------------------------------------------------------------------------------------------
Bernard C. Wampler -0- -0- 40,0001E $13,750E
John G. Wampler -0- -0- 10,0001E 3,437E
Randolph V. Chrisley -0- -0- 15,0001E 6,250E
Ira S. Crawford -0- -0- 7,5001E 0
James H. Kelly -0- -0- 15,0001E 6,250E
</TABLE>
The value of unexercised in-the-money options/SAR's represents the positive
spread between November 3, 1996, closing price of the Corporation's Common Stock
and the exercise price of any unexercised options/SAR's.
RETIREMENT BENEFITS
The following table illustrates the estimated aggregate annual retirement
benefits payable under the Corporation's funded retirement plan to covered
participants (including the Named Executive Officers) retiring at age 65,
determined as of November 3, 1996, to persons with specified earnings and years
of benefit service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFIT AT 65 UNDER PLAN
YEARS OF CREDITED SERVICE
FINAL AVERAGE -------------------------------------------------------------------------------
EARNINGS 10 15 20 25 30 35 40
<S> <C>
$ 50,000.................. $ 3,018 $ 4,527 $ 6,035 $ 7,544 $ 9,053 $ 9,053 $ 9,053
$100,000.................. 7,184 10,777 14,369 17,961 21,553 21,571 23,212
$150,000.................. 11,351 17,027 22,702 28,378 34,053 35,333 37,967
$200,000.................. 13,319 21,293 29,268 37,242 45,217 48,596 52,224
$250,000.................. 16,021 26,252 36,483 46,713 56,944 61,860 66,480
$300,000.................. 17,060 29,547 42,033 54,520 67,007 74,125 80,071
$350,000.................. 17,962 32,705 47,448 62,191 76,934 86,308 93,608
</TABLE>
The above amounts are stated as payments in the form of straight-life
annuity. The amounts are subject to a reduction for social security benefits and
deferred compensation arrangements. Final Average Earnings are defined as the
average of the highest five consecutive years' salary and bonus. The years of
credited service for Bernard C. Wampler, John G. Wampler, Ira S. Crawford,
Randolph V. Chrisley and James H. Kelly, as of November 3, 1996, were 41, 13,
19, 27 and 28, respectively.
5
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Corporation adopted a
nonqualified and unfunded supplemental executive retirement plan to provide key
management employees, designated by the board of Directors, a benefit of 70% of
the average of the employee's highest five consecutive years' compensation
offset by the employee's benefits entitlement under other pension plans, social
security and deferred compensation plans with the Corporation (including the
deferred compensation agreement with Bernard C. Wampler described below). It is
anticipated that all of the Named Executive Officers of the Corporation will
participate in the supplemental executive retirement plan and that, except upon
approval by the Board of Directors, receipt of benefits under the plan will be
conditioned upon employment with the Corporation until at least age 65.
DEFERRED COMPENSATION AGREEMENT. The Corporation has entered into a
deferred compensation agreement with Bernard C. Wampler, Chairman of the Board
and Chief Executive Officer. The deferred compensation agreement provides that,
beginning on the first day of the second month following the later of the month
in which (a) Mr. Wampler attains the age of 65 or (b) Mr. Wampler's employment
by the Corporation ceases (otherwise than from his voluntary resignation as
Chief Executive Officer), the Corporation will pay Mr. Wampler, his designees or
his estate $4,000 per month for a number of months equal to one-half of the
number of months elapsed from May 1, 1956, to the later of the date Mr. Wampler
attains the age of 65 or the date Mr. Wampler ceases to be employed by the
Corporation. As of this date, no payments have been made under the agreement.
6
<PAGE>
REPORT OF COMPENSATION COMMITTEE
The Corporation's Compensation Committee (the "Committee"), whose members
are all non-employee directors of the Corporation, administers the Corporation's
executive compensation program. The program consists of several elements: base
salary, cash-based incentive compensation and stock-based incentive
compensation. The overall objectives of the Corporation's executive compensation
program are:
o to provide a total compensation package that will enable the Corporation
to attract and retain qualified executives;
o to reward executives for achieving corporate and personal performance
goals; and
o to align executives' financial interests with the interest of the
Corporation's shareholders by encouraging executive stock ownership.
BASE SALARY
The Committee recommends for Board consideration base salaries based on (i)
an evaluation of each executive's contributions to the achievement of corporate
performance goals; (ii) each executive's time in service and level of
responsibility; and (iii) the inflation rate.
CASH-BASED INCENTIVE COMPENSATION
The Committee awards annual cash-based incentive compensation to executive
officers pursuant to the Corporation's Production Bonus Plan, Administrative
Bonus Plan and the Bonus Plan for the Chief Executive Officer of the
Corporation.
The Production Bonus Plan provides that key production personnel of the
Corporation may earn cash bonuses equal to a percentage of annual base salary
(not to exceed 35%) based upon the Corporation's earnings performance, the
attainment of certain plant production variances and the achievement of personal
performance objectives established by the Chief Executive Officer.
The Administrative Bonus Plan provides that key administrative personnel of
the Corporation, including executive officers, may earn cash bonuses equal to a
percentage of annual base salary (not to exceed 35%) based upon the
Corporation's earnings performance and the achievement of personal performance
objectives established by the Chief Executive Officer.
The Plan for the Chief Executive Officer of the Corporation provides that
the Chief Executive Officer of the Corporation may earn a cash bonus equal to a
percentage of annual base salary (not to exceed 50%) based on the Corporation's
earnings performance and the Chief Executive Officer's achievement of personal
performance objectives. For the fiscal year 1996, the Committee recommended that
Mr. Bernard C. Wampler be awarded a bonus of $150,000 under this Plan. This
award represents the Committee's evaluation of Mr. Wampler's contribution to the
Corporation's performance during 1996, despite the economic challenges
continuing to face the Corporation and most other furniture companies. The bonus
award reflects the Committee's view that the Chairman's performance during the
year has been excellent, with concentration on marketing, pricing, and
operations. The Committee noted that the Chairman has led the Corporation well
as its Chief Executive Officer for 31 years.
7
<PAGE>
STOCK-BASED INCENTIVE COMPENSATION
The Committee awards the executive officers stock-based incentive
compensation pursuant to the Corporation's November, 1994 Stock Incentive Plan
(the "Stock Plan"). Under the Stock Plan the Committee offered Incentive Awards
to the executive officers of the Corporation whereby such officers could receive
awards of Restricted Stock if the Corporation achieved certain levels of
earnings per share in fiscal 1996. Based upon the earnings for fiscal 1996, Mr.
Bernard C. Wampler received 10,000 shares under the plan, Mr. John G. Wampler
received 6,500 shares, and Messrs. Chrisley, Crawford, Gibbs and Kelly each
received 2,500 shares.
Harry J.G. van Beek
John D. Munford
Harry H. Warner
Hugh V. White, Jr., Chairman
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS.
Hugh V. White, Jr., is a partner in the law firm of Hunton & Williams,
counsel to the Corporation, and chairman of the Compensation Committee of the
Board of Directors of the Corporation. The amount of fees paid by the
Corporation to Hunton & Williams during the Corporation's l996 fiscal year was
less than one percent of the gross revenues of Hunton & Williams for the firm's
most recent fiscal year.
8
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return
(assuming reinvestment of dividends) to Pulaski Furniture Corporation's
stockholders during the five-year period ended November 3, 1996, as compared
with the NASDAQ Non-financial Index and the Media-General Industry Peer Group
Index.
[Graph here]
Comparison of Five Year Cumulative Total Return*Among Pulaski Furniture
Corporation, Media-General Industry Peer Group Index, and NASDAQ Non-financial
Indexes**
Pulaski Furniture NASDAQ/Non-financial index Media-General
Industry Peers
10-91 100 100 100
10-92 110 106 114
10-93 124 137 152
10-94 138 136 125
10-95 120 183 137
10-96 119 211 169
* Total return assumes reinvestment of dividends.
** Assumes $100 invested October 31, 1991.
The industry peer group is comprised of the following 11 companies whose
primary business is the manufacture of wood household furniture: Ameriwood
Industries, Bassett Furniture, Bush Industries, Chromcraft Revington, DMI
Furniture, Ethan Allen Interiors, Furniture Brands International, Ladd
Furniture, Masco, O'Sullivan Industries and Stanley Furniture.
9
<PAGE>
DESCRIPTION OF THE PROPOSED
1996 SALARIED EMPLOYEES' STOCK PURCHASE PLAN
GENERAL
At the annual meeting, the stockholders will be asked to approve the 1996
Salaried Employees' Stock Purchase Plan (the "1996 Plan"). The Corporation's
Board of Directors adopted the 1996 Plan on December 13, 1996, subject to
approval by the Corporation's stockholders. The Corporation's Board of Directors
adopted, and the Corporation's stockholders approved, the Salaried Employees'
Stock Purchase Plan (the "Original Plan") in 1981. The 1996 Plan is
substantially similar to the Original Plan with only minor changes to reflect
amendments to the securities laws since 1981. The Original Plan authorized the
issuance of 75,000 shares of Common Stock. All of such shares will have been
issued by early 1997.
The purpose of the 1996 Plan, like the Original Plan, is to encourage
ownership of the Common Stock by salaried employees of the Corporation and to
provide additional incentive to those employees to remain with and promote the
success of the business of the Corporation. To accomplish this purpose, the 1996
Plan provides, in effect, that the Corporation will contribute 60 cents for each
dollar contributed by an eligible employee. After withholding taxes, F.I.C.A.
and comparable charges are paid, the balance is invested in the Common Stock
that is issued to the participating employees.
Each full-time salaried employee of the Corporation who is at least
eighteen years of age and a resident of Virginia (or any other state selected by
the Board of Directors) and who is either not covered by a collective bargaining
agreement or who is covered by a collective bargaining agreement incorporating
the 1996 Plan, is eligible to participate in the 1996 Plan. As of December 31,
1996, 227 persons would have been eligible to participate in the 1996 Plan.
HOW THE 1996 PLAN OPERATES
An eligible employee becomes a participant in the 1996 Plan (a
"Participant") by authorizing a payroll deduction of up to 8% of his basic
compensation, which excludes bonus and other extra compensation. The withholding
period (the "Plan Year") will correspond to the Corporation's fiscal year.
At the end of the Plan Year, the Corporation contributes an amount equal to
sixty percent of the amount contributed by the Participant, less the amount
required to be withheld under income tax, F.I.C.A. and comparable laws. The
amount contributed by the Participants and the Corporation is applied to
subscribe for shares of the Common Stock at the average market price of the
stock on each of the twenty trading days preceding the last day of the Plan
Year. The shares of the Common Stock subscribed for are issued to Participants
based on each Participant's and the Corporation's contributions to the 1996
Plan. Fractional shares are not issued and any amount not utilized to subscribe
for the Common Stock will be credited to the Participant's account for the
succeeding Plan Year, or if the Participant does not participate in the 1996
Plan for the succeeding Plan Year, that amount will be paid to him.
A Participant may terminate his participation in the 1996 Plan or stop
contributing to the 1996 Plan at any time. If he terminates his participation,
the Corporation will return his contributions, without interest, and the
Participant will forfeit all rights to any contribution the Corporation would
have made at the end of the Plan Year. The participation by any employee in the
1996 Plan terminates if he ceases to be employed by the Corporation for any
reason other than retirement. A Participant who retires may continue as a
Participant for the duration of the Plan Year in which he retires, but will not
be permitted to make further contributions.
10
<PAGE>
If a Participant stops contributions to the 1996 Plan, but does not
terminate his participation, the Corporation will make its contributions based
on the amount contributed by the Participant before he stopped his
contributions.
A Participant who terminates his participation or stops his contributions
may not resume contributions during the same Plan Year.
STOCK SUBJECT TO THE 1996 PLAN
The maximum amount of the Common Stock that may be issued pursuant to the
1996 Plan is 100,000 shares, subject to appropriate adjustment by the
Corporation's Board of Directors in the event of stock dividends, split-ups,
recapitalizations or combinations. There are no preemptive rights with respect
to the issuance of the Common Stock. The shares to be issued pursuant to the
1996 Plan will be registered under the Securities Act of 1933.
ADMINISTRATION AND AMENDMENT OF THE 1996 PLAN
The 1996 Plan will be administered by a committee (the "Purchase Plan
Committee") of not fewer than two persons appointed by the Corporation's Board
of Directors. The Purchase Plan Committee will decide all questions regarding
the interpretation of the 1996 Plan and will decide cases presenting unusual
circumstances, except that the Board of Directors will determine whether persons
who are not residents of Virginia may participate in the 1996 Plan. The
Corporation will indemnify members of the Purchase Plan Committee to the same
extent and on the same terms as it indemnifies its officers and directors by
reason of their being officers and directors.
The following table indicates the benefits received in fiscal year 1996
under the Original Plan.
NEW PLAN BENEFITS
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
DOLLAR VALUE NUMBER OF SHARES
---------------------------- ----------------
EMPLOYEE EMPLOYER
NAME AND POSITION CONTRIBUTION CONTRIBUTION
- ------------------------------------------------------------------- ------------ ------------
<S> <C>
Bernard C. Wampler
Chairman of the Board and CEO...................................... $ 22,464 $ 13,478 2,042
John G. Wampler
President and COO.................................................. 11,231 6,738 1,021
Randolph V. Chrisley
Vice President, Sales.............................................. 8,562 5,137 779
James H. Kelly
Vice President, Product Development................................ 8,562 5,137 779
Ira S. Crawford
Vice President, Administration Secretary........................... 7,584 4,551 689
Executive Group.................................................... 65,579 39,347 5,963
Non-Executive Director Group....................................... 0 0 0
Non-Executive Officer Employee Group............................... 0 0 0
</TABLE>
APPROVAL OF THE 1996 PLAN
Approval of the 1996 Plan by the Corporation's stockholders requires that
the number of votes cast in favor of the 1996 Plan by the shares represented and
entitled to vote at the annual meeting of stockholders exceed the number of
votes cast against the 1996 Plan. Abstentions and shares held in street name
that are not voted on the
11
<PAGE>
matter will not be included in determining the number of votes cast in favor of
or against the matter. The 1996 Plan will become operative, after approval by
the stockholders, on a date to be determined by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR approval of the
1996 Plan.
INFORMATION CONCERNING THE CORPORATION'S AUDITORS
The Corporation's financial statements for the 1996 fiscal year were
examined by Ernst & Young LLP. The Board of Directors of the Corporation has
elected to have Ernst & Young LLP continue as the independent auditors of the
financial statements of the Corporation for the 1997 fiscal year. A
representative of Ernst & Young LLP will be present at the annual meeting of
stockholders, will have an opportunity to make a statement, and will be
available to answer appropriate questions.
MATTERS TO BE PRESENTED AT THE
1998 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder wishing to make a proposal to be acted upon at the annual
meeting of stockholders in 1998 must present such proposal in writing to the
Corporation at its principal executive office in Pulaski, Virginia, no later
than September 10, 1997.
OTHER MATTERS
The Corporation's Annual Report on Form 10-K filed with the Securities and
Exchange Commission is available to stockholders, without charge, upon request
to the Secretary or Assistant Secretary of the Corporation, P.O. Box 1371,
Pulaski, Virginia 24301.
As of the date of this proxy statement, management of the Corporation knows
of no business which will be presented for consideration at the meeting other
than that stated in the notice of the meeting. As to other business, if any, and
matters incident to the conduct of the meeting that may properly come before the
meeting, it is intended that the proxies in the accompanying form will be voted
in respect thereof in accordance with the best judgment of the person or persons
voting the proxies.
Stockholders, whether or not they expect to attend the meeting in person,
are requested to date and sign the enclosed proxy and return it to the
Corporation. Please sign exactly as your name appears on the accompanying proxy.
The proxy is revocable at any time before it is exercised at the meeting.
IRA S. CRAWFORD
Secretary
January 8, 1997
12
<PAGE>
- ---------------------------------------------------------
- ---------------------------------------------------------
NOTICE
OF
ANNUAL MEETING
OF
STOCKHOLDERS
AND
PROXY STATEMENT
---------------------------
TIME:
Friday, February 14, 1997
at 10:00 a.m.
PLACE:
Hotel Roanoke
Roanoke, Virginia
---------------------------
[Pulaski Logo Here]
- ---------------------------------------------------------
- ---------------------------------------------------------
<PAGE>
[Pulaski Logo Here] PULASKI FURNITURE CORPORATION PULASKI, VIRGINIA 24301
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard C. Wampler, Harry H. Warner and
John W. Stanley and each of them as proxies (and if the undersigned is a proxy,
as substitute proxies), each with the power to appoint his substitute, and
hereby authorizes each of them to vote as designated below all the shares of
Common Stock of Pulaski Furniture Corporation held of record by the undersigned
on December 20, 1996 at the annual meeting of stockholders to be held on
February 14, 1997 or any adjournment thereof.
1. ELECTION OF DIRECTORS for the terms specified in the Proxy Statement.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(EXCEPT AS MARKED TO THE CONTRARY for all nominees listed below
BELOW)
</TABLE>
John W. Stanley and Hugh V. White, Jr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE BELOW.)
------------------------------------------------------------------------------
2. Approval of the 1996 Salaried Employees' Stock Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, guardian or agent, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
-----------------------------------
Signature
-----------------------------------
Signature
Date
-----------------------------, 1997
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
