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] [Accentrics Logo Here]
January 9, 1998
TO THE SHAREHOLDERS OF
PULASKI FURNITURE CORPORATION
Notice is hereby given that the annual meeting of shareholders of Pulaski
Furniture Corporation will be held at the Roanoke Airport Marriott, 2801
Hershberger Road, N.W., Roanoke, Virginia, on Friday, February 13, 1998, at
10:00 a.m., for the following purposes:
(1) To elect two Class II Directors to serve until the 2001 annual meeting
of shareholders and one Class I Director to serve until the 2000 annual
meeting of shareholders; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on December 19, 1997, are
entitled to notice of, to vote at, and to participate in, such meeting.
SHAREHOLDERS, 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 SHAREHOLDERS
FEBRUARY 13, 1998
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 shareholders to be held at the Roanoke Airport Marriott,
2801 Hershberger Road, N.W., Roanoke, Virginia, on Friday, February 13, 1998, 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 shareholders, including financial statements for the fiscal
year ended November 2, 1997, 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 2,818,324 shares were outstanding on December 19, 1997 (the
"Record Date"). The Corporation has 1,000,000 authorized shares of preferred
stock, of which no shares were outstanding on the Record Date. The Proxy
Statement is being mailed on or about January 9, 1998, to shareholders of record
at the close of business on the Record Date. Only shareholders of record on the
Record Date will be entitled to vote at the annual meeting. Each outstanding
share of Common Stock will entitle the holder thereof to one vote at the annual
meeting of shareholders. 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 Classes I, II and III, with
one Class being elected every year for a term of three years. At the 1998 annual
meeting, two Directors are expected to be elected to Class II to hold office for
a term of three years or until their respective successors are duly elected and
qualified. Mr. John D. Munford, a Class II Director, is not standing for
reelection. In addition, one Director is expected to be elected to Class I to
hold office for a term of two years or until his successor is duly elected and
qualified. The nominee as a Class I Director will replace Mr. John W. Stanley, a
Class I Director who has informed the Corporation that he will resign as of
February 13, 1998. It is the intention of the persons named in the enclosed
proxy to vote such proxy for the election as Directors of the three 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(s). Each nominee named below has been recommended for election by the
Board of Directors. Mr. Wampler has served continuously since the year he joined
the Corporation's Board. Robert C. Greening, Jr., and O. Kenton McCartney, III,
have not served on 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.
<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 SHAREHOLDERS)
O. Kenton McCartney, III President and Chief Executive Officer of -- 54
Jefferson Bankshares/Jefferson National Bank
(President since 1992, Chief Executive Officer
since 1993), Charlottesville, VA
CLASS II (TO SERVE UNTIL THE 2001 ANNUAL MEETING OF SHAREHOLDERS)
Robert C. Greening, Jr. Vice President, General Manager of Neiman Marcus -- 38
Northbrook (retailer) (since 1994); former Vice
President, Divisional Merchandise Manager of Neiman
Marcus Northbrook (1991-1994), Northbrook, IL
John G. Wampler* President and Chief Executive Officer of Pulaski 1989 39
Furniture Corporation (since February 14, 1997);
former Chief Operating Officer (1992-1997) and
Vice President (1988-92) of Pulaski Furniture
Corporation, Pulaski, VA
</TABLE>
DIRECTORS CONTINUING TO SERVE
<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 SHAREHOLDERS)
Hugh V. White, Jr. Partner, Hunton & Williams (attorneys), Richmond, VA 1978 64
CLASS III (TO SERVE UNTIL THE 1999 ANNUAL MEETING OF SHAREHOLDERS)
Harry J. G. van Beek President, Klockner Capital Corporation (manufacturing 1996 63
company), Gordonsville, VA
Bernard C. Wampler** Chairman and former Chief Executive Officer (1967- 1957 66
February 14, 1997) of Pulaski Furniture Corporation,
Pulaski, VA
Harry H. Warner Financial Consultant, Lexington, VA 1979 62
</TABLE>
*John G. Wampler is Bernard C. Wampler's son.
Harry H. Warner is a director of Chesapeake Corporation and Allied Research
Corp. John G. Wampler is a director of First American Federal Savings Bank. No
other directorships are held by Directors of the Corporation
<PAGE>
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 one special meeting. 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, a Compensation Committee and a Stock Incentive
Plan Committee. There are no other standing committees of the Board. No member
of any of these committees is an employee of the Corporation or any of its
subsidiaries.
Messrs. Munford, van Beek and Warner currently comprise the Audit Committee. The
Audit Committee met twice during fiscal 1997. 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 currently comprise the
Compensation Committee. The Compensation Committee met once during fiscal
1997. The Compensation Committee, at the direction of the Board,
undertakes studies and makes recommendations on matters of non stock-based
executive compensation.
Messrs. Munford, van Beek and Warner currently comprise the Stock Incentive
Plan Committee. The Stock Incentive Plan Committee did not meet during
fiscal 1997 and met once shortly after the end of fiscal 1997. The Stock
Incentive Plan Committee administers the Corporation's Stock Incentive Plan.
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. The Chairman of the Board of Directors
receives an additional retainer of $10,000 per year for Board service and an
additional attendance fee of $1,000 for his attendance at each Board meeting. 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 19, 1997, as to the
beneficial ownership, direct or indirect, of the Corporation's Common Stock by
all Directors and nominees for Director, the executive officers named in the
Summary Compensation Table, 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 PERCENTAGE
NAME POWER (1) POWER (2) TOTAL OWNED
-------------- ------------------- -----------------------------------------
<S> <C>
Harry J. G. van Beek................................ 200 -- 200 *
Randolph V. Chrisley................................ 32,405 387 32,792 1.2%
Ira S. Crawford..................................... 28,631 -- 28,631 1.0%
Robert C. Greening, Jr.............................. -- -- -- *
James H. Kelly...................................... 42,474 1,312 43,786 1.6%
O. Kenton McCartney, III............................ -- -- -- *
John D. Munford..................................... 5,010 -- 5,010 *
John W. Stanley..................................... 81,200 -- 81,200 2.9%
James W. Stout...................................... 16,004 -- 16,004 *
Bernard C. Wampler.................................. 132,024 1,200 133,224 4.7%
<PAGE>
One Pulaski Square
Post Office Box 1371
Pulaski, Virginia 24301
John G. Wampler..................................... 48,250 2,135 50,385 1.8%
Harry H. Warner..................................... 4,842 -- 4,842 *
Hugh V. White, Jr................................... 3,800 3,400 7,200 *
All Directors and Officers as
a group (14 persons)................................ 443,208 -- 443,208 15.7%
Franklin Resources, Inc. (3)........................ 272,000 0 272,000 9.7%
777 Mariners Island Boulevard
San Mateo, CA 94404
</TABLE>
* Less than 1%
(1) Includes 47,500 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 and
organized in Delaware, and is the beneficial owner of 272,000 shares. The
information contained herein with respect to Franklin Resources, Inc., is based
solely on a Schedule 13G filed by said company with the Securities and Exchange
Commission, a copy of which was received by the Corporation on February 14,
1997. The Schedule 13G stated that the acquisition of such shares was in the
ordinary course of business and that such shares were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the Corporation and were not acquired in connection with or as a participant in
any transaction having such purposes or effects.
EXECUTIVE COMPENSATION
The following table shows for the fiscal years ended November 2, 1997, November
3, 1996 and October 29, 1995, the total compensation of the former Chief
Executive Officer, the current 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
ANNUAL COMPENSATION COMPENSATION
------------------- ----------------
RESTRICTED ALL OTHER
STOCK AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ ($)(1) ($)(2)
- --------------------------- ---- -------- ------- ------ ------
<S> <C>
Bernard C. Wampler, 1997 $ 69,231(3) $ 0 $ 0 $ 8,031
Chairman of the Board 1996 300,000 150,000 161,250(4) 17,078
and Former CEO(3) 1995 250,000 125,000 151,000 15,775
John G. Wampler, 1997 200,000 15,000 0 10,251
President and CEO(3) 1996 150,000 45,000 104,813(4) 7,758
1995 130,000 32,500 54,738 7,417
Randolph V. Chrisley, 1997 112,000 15,000 0 6,620
V.P., Sales 1996 105,000 31,500 32,250(4) 6,433
1995 95,000 23,000 37,750 6,015
<PAGE>
James H. Kelly, 1997 112,000 15,000 0 6,599
V.P. Product 1996 105,000 31,500 32,250(4) 6,412
Development 1995 95,000 23,000 37,750 5,994
Ira S. Crawford, 1997 100,000 15,000 0 6,082
V.P., Administration, 1996 93,000 27,900 32,250(4) 5,884
Secretary 1995 84,500 20,750 37,750 5,548
James W. Stout 1997 100,000 15,000 0 5,589
V.P., Manufacturing 1996 80,743 0 0 3,958
1995 77,493 0 0 3,710
</TABLE>
(1) The Corporation awarded no shares of Restricted Stock in 1997, 24,500 shares
of Restricted Stock in 1996 and 20,900 shares of Restricted Stock in 1995.
Restricted Stock vests in 20% increments over a five-year period. Dividends are
paid on Restricted Stock.
(2) "All Other Compensation" for 1997 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; Mr. Crawford, $1,334; and Mr. Stout, $900;
and (b) the Corporation's 60% matching contribution under the Corporation's
Salaried Employees' Stock Purchase Plan: Mr. B.C. Wampler, $4,431; Mr. J.G.
Wampler, $9,231; Mr. Chrisley, $5,324; Mr. Kelly, $5,324; Mr. Crawford, $4,748;
and Mr. Stout, $4,689.
(3) Bernard C. Wampler retired from his position as Chief Executive Officer of
the Corporation, effective as of February 14, 1997, and John G. Wampler was
elected Chief Executive Officer as of the same date. Bernard C. Wampler's 1997
salary reflects payments made by the Corporation from the beginning of the 1997
fiscal year through February 14, 1997.
(4) The aggregate number of shares of Restricted Stock held by the Named
Executive Officers as of November 2, 1997, 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; Mr.
Crawford, 8,250, $133,031; and Mr. Stout, 0, $0.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to the Named Executive
Officers concerning their exercise of options and SARs during 1997, and
unexercised options and SARs held by them on November 2, 1997.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END
OPTIONS/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------- --------------- ------------ --------------------- --------------------
<S> <C>
Bernard C. Wampler -0- -0- -0- $ -0-
John G. Wampler -0- -0- 10,000E 26,250E
Randolph V. Chrisley -0- -0- 12,500E 37,188E
Ira S. Crawford -0- -0- 7,500E 14,688E
James H. Kelly -0- -0- 12,500E 37,188E
James W. Stout -0- -0- -0- -0-
</TABLE>
<PAGE>
The value of unexercised in-the-money options/SAR's represents the positive
spread between the October 30, 1997, 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 2, 1997, to persons with specified earnings and years
of benefit service.
PENSION PLAN TABLE
ESTIMATED ANNUAL RETIREMENT BENEFIT AT 65 UNDER PLAN
YEARS OF CREDITED SERVICE
-------------------------
<TABLE>
<CAPTION>
FINAL AVERAGE
EARNINGS 10 15 20 25 30 35 40
- -------------------
<S> <C>
$50,000..................... $ 2,946 $ 4,419 $ 5,891 $ 7,364 $ 8,837 $ 8,837 $ 8,837
$100,000.................... 7,112 10,669 14,225 17,781 21,337 21,337 21,337
$150,000.................... 11,279 16,919 22,558 28,198 33,837 33,837 33,837
$200,000.................... 12,072 18,914 25,756 32,598 39,440 40,479 45,607
$250,000.................... 14,117 22,932 31,747 40,562 49,377 52,059 57,445
$300,000.................... 15,396 26,184 36,972 47,760 58,548 63,025 69,283
$350,000.................... 15,790 28,551 41,312 54,073 66,834 73,284 81,121
</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, James H. Kelly and James W. Stout as of
November 2, 1997, were 42, 17, 20, 28, 29 and 25, respectively.
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 former
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. Mr. Wampler voluntarily resigned from his position as Chief
Executive Officer of the Corporation in February of 1997. Payments have been
made under the agreement since Mr. Wampler's retirement.
REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK INCENTIVE PLAN
COMMITTEE
The members of each of the Compensation Committee and the Stock Incentive Plan
Committee are all non-employee directors of the Corporation. The Compensation
Committee administers the non stock-based components of the
<PAGE>
Corporation's executive compensation program which consist of two elements: base
salary and cash-based incentive compensation. The Stock Incentive Plan Committee
administers the Corporation's Stock Incentive Plan, from which the stock-based
incentive compensation is derived. 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 interests of the
Corporation's shareholders by encouraging executive stock ownership.
BASE SALARY
The Compensation 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 Compensation 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 Bonus Plan for the Chief Executive Officer of the Corporation provides that
the Chief Executive Officer 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 1997, the Compensation Committee
recommended that Mr. John G. Wampler be awarded a bonus of $15,000 under this
Plan. This award represents the Compensation Committee's evaluation of Mr.
Wampler's contribution to the Corporation's performance during 1997, despite the
economic challenges continuing to face the Corporation and most other furniture
companies. The bonus award reflects the Compensation Committee's view that the
Chief Executive Officer's performance during the year has been excellent, with
concentration on marketing, pricing and operations.
STOCK-BASED INCENTIVE COMPENSATION
The Stock Incentive Plan 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 Stock Incentive Plan
Committee made 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 1997. Based
upon the earnings for fiscal 1997, none of the officers received any shares
under the Stock Plan.
<PAGE>
Compensation Committee Stock Incentive Plan Committee
Harry J.G. van Beek Harry J.G. van Beek
John D. Munford John D. Munford
Harry H. Warner Harry H. Warner
Hugh V. White, Jr., Chairman
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
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 1997 fiscal year was less than one
percent of the gross revenues of Hunton & Williams for the firm's most recent
fiscal year.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return (assuming
reinvestment of dividends) to Pulaski Furniture Corporation's shareholders
during the five-year period ended November 2, 1997, as compared with the NASDAQ
Non-financial Index and the Media-General Industry Peer Group Index.
[GRAPHIC OMITTED]
Comparison of Five Year Cumulative Total Return*Among Pulaski Furniture
Corporation, Media-General Industry Peer Group Index, and NASDAQ Non-financial
Indexes**
<PAGE>
Pulaski Furniture NASDAQ/Non-financial index Media-General
Industry Peers
10-92 $ 100 $ 100 $ 100
10-93 113 129 134
10-94 126 128 110
10-95 110 172 121
10-96 108 198 149
10-97 136 256 212
* Total return assumes reinvestment of dividends.
** Assumes $100 invested October 31, 1992.
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 Corp.,
O'Sullivan Industries and Stanley Furniture.
INFORMATION CONCERNING THE CORPORATION'S AUDITORS
The Corporation's financial statements for the 1997 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 1998 fiscal year. A representative of
Ernst & Young LLP will be present at the annual meeting of shareholders, will
have an opportunity to make a statement, and will be available to answer
appropriate questions.
MATTERS TO BE PRESENTED AT THE
1999 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder wishing to make a proposal to be acted upon at the annual
meeting of shareholders in 1999 must present such proposal in writing to the
Corporation at its principal executive office in Pulaski, Virginia, no later
than September 9, 1998.
OTHER MATTERS
The Corporation's Annual Report on Form 10-K filed with the Securities and
Exchange Commission is available to shareholders, 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 that 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.
<PAGE>
Shareholders, 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 9, 1998
<PAGE>
NOTICE
OF
ANNUAL MEETING
OF
SHAREHOLDERS
AND
PROXY STATEMENT
TIME:
Friday, February 13, 1998
at 10:00 a.m.
PLACE:
Roanoke Airport Marriott
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 John G. Wampler, Harry H. Warner and Harry J.G.
van Beek 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 19, 1997 at the annual meeting of shareholders to be held on February
13, 1998 or any adjournment thereof.
1. ELECTION OF DIRECTORS for the terms specified in the Proxy Statement.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(EXCEPT AS MARKED TO THE CONTRARY for all nominees listed below
BELOW)
John G. Wampler, Robert C. Greening, Jr. and O. Kenton McCartney, III
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.)
2. 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
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 _______________________, 1998
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
