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 Furniture Corporation Logo] [Accentrics Logo]
January 11, 1999
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 12, 1999, at
10:00 a.m., for the following purposes:
(1) To elect three Class III Directors to serve until the 2002 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 18, 1998, 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 12, 1999
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 12, 1999, 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 1, 1998, 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 2,894,597 shares were outstanding on December 18, 1998 (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 11, 1999, 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 1999 annual
meeting, three Directors are expected to be elected to Class III 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 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. 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> <C> <C>
CLASS III (TO SERVE UNTIL THE 2002 ANNUAL MEETING OF SHAREHOLDERS)
Harry J. G. van Beek President, Klockner Capital Corporation (manufacturing 1996 64
company), Gordonsville, VA
Bernard C. Wampler* Chairman and former Chief Executive Officer (1967- 1957 67
February 14, 1997) of Pulaski Furniture Corporation,
Pulaski, VA
Harry H. Warner Financial Consultant, Lexington, VA 1979 63
</TABLE>
DIRECTORS CONTINUING TO SERVE
<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION OF CORPORATION
OR EMPLOYMENT DURING CONTINUOUSLY
NAME LAST FIVE YEARS SINCE AGE
- -------------------------- -------------------------------------------------------- --------------- ------
<S> <C> <C> <C>
CLASS I (TO SERVE UNTIL THE 2000 ANNUAL MEETING OF SHAREHOLDERS)
Hugh V. White, Jr. Partner, Hunton & Williams (attorneys), Richmond, VA 1978 65
O. Kenton McCartney, III President, Virginia Banking, Wachovia Bank, N.A., 1998 55
(formerly Jefferson Bankshares/Jefferson National Bank)
(since 1997); former President and Chief Executive
Officer of Jefferson Bankshares/Jefferson National Bank
(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 1998 39
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 40
Furniture Corporation (since February 14, 1997);
former Chief Operating Officer (1992-1997);
of Pulaski Furniture Corporation, Pulaski, VA
</TABLE>
*John 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 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.
2
<PAGE>
The Board of Directors meets quarterly. During the last fiscal year, the Board
held four regular meetings and three 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, 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. McCartney, van Beek and Warner currently comprise the Audit Committee.
The Audit Committee met twice during fiscal 1998. 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. Greening, van Beek, Warner and White currently comprise the Compensation
Committee. The Compensation Committee met once during fiscal 1998. The
Compensation Committee, at the direction of the Board, undertakes studies and
makes recommendations on matters of non stock-based executive compensation.
Messrs. Greening, van Beek and Warner currently comprise the Stock Incentive
Plan Committee. The Stock Incentive Plan Committee met twice during fiscal 1998.
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.
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.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 18, 1998, 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> <C> <C> <C>
Harry J. G. van Beek ......... 600 -- 600 *
Randolph V. Chrisley ......... 37,379 387 37,766 1.3%
Ira S. Crawford .............. 34,438 -- 34,438 1.2%
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SOLE VOTING SHARED VOTING AGGREGATE
AND INVESTMENT AND INVESTMENT PERCENTAGE
NAME POWER (1) POWER (2) TOTAL OWNED
- ----------------------------------------------- ---------------- ---------------- --------- -----------
<S> <C> <C> <C> <C>
Robert C. Greening, Jr. ....................... 200 -- 200 *
James H. Kelly ................................ 48,329 1,414 49,743 1.7%
O. Kenton McCartney, III ...................... 200 -- 200 *
James W. Stout ................................ 23,059 -- 23,059 *
Bernard C. Wampler ............................ 68,824 1,200 70,024 2.4%
John G. Wampler ............................... 62,583 3,246 65,829 2.3%
Harry H. Warner ............................... 5,042 -- 5,042 *
Hugh V. White, Jr. ............................ 4,000 3,400 7,400 *
All Directors and Officers as
a group (14 persons) ......................... 337,768 12,113 349,881 12.1%
David L. Babson and Company, Inc. (3) ......... 240,200 -- 240,200 8.3%
One Memorial Drive
Cambridge, MA 02142-1300
Dimensional Fund Advisors, Inc. (4) ........... 156,600 -- 156,600 5.4%
1299 Ocean Avenue
Santa Monica, CA 90401
Franklin Resources, Inc. (5) .................. 272,000 -- 272,000 9.4%
777 Mariners Island Boulevard
San Mateo, CA 94404
</TABLE>
* Less than 1%
(1) Includes 30,000 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) David L. Babson and Company Inc. ("Babson") is a registered investment
adviser with the U.S. Securities and Exchange Commission that acts as an
investment adviser to its clients. As of December 18, 1998, Babson was the
beneficial owner of 240,200 shares of Common Stock of Pulaski Furniture
Corporation. Babson is deemed a beneficial owner of securities, which it owns in
client portfolios by virtue of the investment discretion exercised by Babson.
Babson has investment discretion and sole voting authority with regard to all
240,200 shares of the Common Stock.
(4) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 156,600 shares of PULASKI
FURNITURE CORPORATION stock as of December 31, 1997, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares. The information contained
herein with respect to Dimensional 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 9, 1998.
(5) 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.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table shows for the fiscal years ended November 1, 1998, November
2, 1997 and November 3, 1996, 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
ANNUAL COMPENSATION COMPENSATION
--------------------------------- --------------------------------
RESTRICTED ALL OTHER
OTHER STOCK AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ ($)(1) ($)(2) ($)(3)
- ----------------------------- ------ ---------- --------- -------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John G. Wampler 1998 206,000 100,000 10,047 335,400(4) 10,886
President and CEO 1997 200,000 15,000 11,304 0 10,251
1996 150,000 45,000 6,104 104,813 7,758
Randolph V. Chrisley 1998 115,360 40,376 6,127 139,750(4) 6,821
V.P., Sales 1997 112,000 15,000 7,384 0 6,620
1996 105,000 31,500 5,384 32,250 6,433
James H. Kelly 1998 115,360 40,376 6,127 139,750(4) 6,800
V.P., Product 1997 112,000 15,000 7,384 0 6,599
Development 1996 105,000 31,500 5,384 32,250 6,412
Ira S. Crawford 1998 103,000 36,050 6,127 139,750(4) 6,433
V.P., Administration, 1997 100,000 15,000 7,384 0 6,082
Secretary 1996 93,000 27,900 5,384 32,250 5,884
James W. Stout 1998 103,000 36,050 0 139,750(4) 5,833
V.P., Manufacturing 1997 100,000 15,000 0 0 5,589
1996 80,743 0 0 0 3,958
</TABLE>
(1) "Other" Annual Compensation for 1998 represents the Corporation's payment of
income taxes related to issuance of stock pursuant to the 1994 Stock Incentive
Plan on behalf of each of the Named Executive Officers: Mr. John G. Wampler,
$10,047; Mr. Chrisley, $6,127; Mr. Kelly, $6,127; Mr. Crawford, $6,127; Mr.
Stout, $0.
(2) The Corporation awarded an aggregate of 48,100 shares of Restricted Stock in
1998, no shares in 1997, and 24,500 shares in 1996. Restricted Stock vests in
20% increments over a five-year period. Dividends will be paid to the
individuals on the Restricted Stock.
(3) "All Other Compensation" for 1998 includes the following: (a) the
Corporation's premium payments on life insurance policies for each of the Named
Executive Officers: Mr. John 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
Employee's Stock Purchase Plan: Mr. John G. Wampler, $9,866; Mr. Chrisley,
$5,525; Mr. Kelly, $5,525; Mr. Crawford, $5,099; and Mr. Stout, $4,933.
(4) The aggregate number of shares of Restricted Stock held by the Named
Executive Officers as of November 1, 1998, and the value of such shares were as
follows: Mr. John G. Wampler, 29,250, $555,506; Mr. Chrisley, 14,750, $272,781;
Mr. Kelly, 14,750, $272,781; Mr. Crawford, 14,750, $272,781; Mr. Stout, 6,500,
$139,750. Dividends will be paid to the individuals on the Restricted Stock.
5
<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to the Named Executive
Officers concerning their exercise of options and SARs during 1998, and
unexercised options and SARs held by them on November 1, 1998.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END
OPTIONS/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($) (1)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------- ----------------- -------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
John G. Wampler 2,500 31,725 7,500E 37,188E
Randolph V. Chrisley 5,000 73,400 5,000E 20,313E
Ira S. Crawford 2,500 31,725 5,000E 20,313E
James H. Kelly 2,500 31,725 7,500E 37,188E
James W. Stout -0- -0- -0- -0-
</TABLE>
(1) The value of unexercised in-the-money options/SAR's represents the positive
spread between the October 30, 1998, 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 1, 1998, 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> <C> <C> <C> <C> <C> <C>
$50,000 .......... $ 2,870 $ 4,305 $ 5,739 $ 7,174 $ 8,609 $ 8,609 $ 8,609
$100,000 ......... 7,036 10,555 14,073 17,591 21,109 21,109 21,586
$150,000 ......... 11,203 16,805 22,406 28,008 33,609 33,609 35,530
$200,000 ......... 11,823 18,959 26,094 33,230 40,365 41,732 47,941
$250,000 ......... 13,455 22,637 31,819 41,001 50,182 53,596 60,219
$300,000 ......... 14,428 25,656 36,885 48,113 59,341 64,800 72,498
$350,000 ......... 14,428 27,703 40,977 54,252 67,527 75,032 84,776
</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 John G. Wampler, Ira S. Crawford, Randolph V. Chrisley, James H.
Kelly and James W. Stout as of November 1, 1998, were 18, 21, 29, 30 and 26,
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. 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.
6
<PAGE>
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 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 1998, the Compensation Committee
recommended that Mr. John G. Wampler be awarded a bonus of $100,000 under this
Plan. This award represents the Compensation Committee's evaluation of Mr.
Wampler's contribution to the Corporation's performance during 1998. 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, as well as facing challenges in the import
division.
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 1998. Based
upon the earnings for fiscal 1998, Mr. John G. Wampler received 15,600 shares
under the plan, and
7
<PAGE>
Messrs. Chrisley, Crawford, Kelly, and Stout each received 6,500 shares.
COMPENSATION COMMITTEE STOCK INCENTIVE PLAN COMMITTEE
Harry J.G. van Beek Harry J.G. van Beek
Robert C. Greening, Jr. Robert C. Greening, Jr.
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 1998 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 shareholder return
(assuming reinvestment of dividends) to Pulaski Furniture Corporation's
shareholders during the five-year period ended November 1, 1998, as compared
with the NASDAQ Non-financial Index and the Media-General Industry Peer Group
Index.
[GRAPH]
<TABLE>
<CAPTION>
Media-General
Pulaski Furniture NASDAQ/Non-financial index Industry Peers
<S> <C> <C> <C>
10-93 $ 100 $ 100 $ 100
10-94 111 106 82
10-95 97 126 90
10-96 96 148 111
10-97 120 194 159
10-98 137 219 164
</TABLE>
* Total return assumes reinvestment of dividends.
** Assumes $100 invested October 31, 1993.
9
<PAGE>
The industry peer group is comprised of the following 11 companies whose primary
business is the manufacture of wood household furniture: Bassett Furniture, Bush
Industries, Chromcraft Revington, DMI Furniture, Ethan Allen Interiors,
Furniture Brands International, Insilco Holding Co., Ladd Furniture, Meadowcraft
Inc., O'Sullivan Industries and Stanley Furniture.
INFORMATION CONCERNING THE CORPORATION'S AUDITORS
The Corporation's financial statements for the 1998 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 1999 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
2000 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder wishing to make a proposal to be acted upon at the annual
meeting of shareholders in 2000 must present such proposal in writing to the
Corporation at its principal executive office in Pulaski, Virginia, no later
than September 8, 1999.
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 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.
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 11, 1999
10
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE
OF
ANNUAL MEETING
OF
SHAREHOLDERS
AND
PROXY STATEMENT
-------------------------------------
TIME:
Friday, February 12, 1999
at 10:00 a.m.
PLACE:
Roanoke Airport Marriott
Roanoke, Virginia
-------------------------------------
[PULASKI FURNITURE CORPORATION LOGO]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[PULASKI
FURNITURE
CORPORATION
LOGO] PULASKI FURNITURE CORPORATION PULASKI, VIRGINIA 24301
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John G. Wampler, Hugh V. White, Jr., and
Robert C. Greening, Jr. 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 18, 1998 at the annual meeting of shareholders to be held on
February 12, 1999 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 BELOW) for all nominees listed below
</TABLE>
Bernard C. Wampler, Harry J.G. van Beek, and Harry H. Warner
(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 --------------------------, 1999
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
