<PAGE>
PULASKI
FURNITURE
CORPORATION
January 12, 2000
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 Wyndham Roanoke Airport (formerly
the Roanoke Airport Marriott), 2801 Hershberger Road, N.W., Roanoke, Virginia,
on Friday, February 11, 2000, at 10:00 a.m., for the following purposes:
(1)To elect one Class I Director to serve until the 2003 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 17, 1999, 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 11, 2000
GENERAL INFORMATION
The solicitation of the enclosed proxy is made on behalf of the Board of Di-
rectors of Pulaski Furniture Corporation (the "Corporation"), to be used at
the annual meeting of shareholders to be held at the Wyndham Roanoke Airport
(formerly the Roanoke Airport Marriott), 2801 Hershberger Road, N.W., Roanoke,
Virginia, on Friday, February 11, 2000, 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 fis-
cal year ended October 31, 1999, is enclosed with this proxy statement.
The cost of the solicitation of proxies will be borne by the Corporation. So-
licitations will be made by the use of the mails, except that officers and
other employees of the Corporation may make solicitations of proxies by tele-
phone 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 Corpora-
tion will reimburse them for their charges and expenses.
The Corporation has 10,000,000 authorized shares of common stock (the "Common
Stock"), of which 2,895,625 shares were outstanding on December 17, 1999 (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 12, 2000, to shareholders of
record at the close of business on the Record Date. Only shareholders of rec-
ord 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 2000
annual meeting, one Director is expected to be elected to Class I to hold of-
fice for a term of three years or until the respective successor is duly
elected and qualified. It is the intention of the persons named in the en-
closed proxy to vote such proxy for the election as Director of the nominee
named below. If 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. The nominee
named below has been recommended for election by the Board of Directors. The
nominee has served continuously since the year he joined the Corporation's
Board. The Director will be elected by a plurality of the votes cast. Absten-
tions and shares held in street name that are not voted in the election of the
Director will not be included in determining the number of votes cast.
1
<PAGE>
NOMINEE
<TABLE>
<CAPTION>
DIRECTOR OF
PRINCIPAL OCCUPATION CORPORATION
NAME OR EMPLOYMENT DURING CONTINUOUSLY
LAST FIVE YEARS SINCE AGE
---- -------------------- ------------ ---
CLASS I (TO SERVE UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS)
<C> <S> <C> <C>
Hugh V. White, Jr. Retired, Former Partner, Hunton & 1978 66
Williams (attorneys), Richmond, VA
DIRECTORS CONTINUING TO SERVE
<CAPTION>
DIRECTOR OF
PRINCIPAL OCCUPATION CORPORATION
OR EMPLOYMENT DURING CONTINUOUSLY
NAME LAST FIVE YEARS SINCE AGE
---- -------------------- ------------ ---
CLASS II (TO SERVE UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS)
<C> <S> <C> <C>
Robert C. Greening, Jr. Vice President, General Manager of 1998 40
Neiman Marcus Northbrook (retailer)
(since 1994); former Vice
President, Divisional Merchandise
Manager of Neiman Marcus (1991-
1994), Dallas, TX
John G. Wampler President and Chief Executive 1989 41
Officer of Pulaski Furniture
Corporation (since February 14,
1997); former Chief Operating
Officer (1992-1997) of Pulaski
Furniture Corporation, Pulaski, VA
CLASS III (TO SERVE UNTIL THE 2002 ANNUAL MEETING OF SHAREHOLDERS)
Harry J.G. van Beek President, Klockner Capital 1996 65
Corporation (manufacturing
company), Gordonsville, VA
Harry H. Warner Chairman of the Board of Pulaski 1979 64
Furniture Corporation (since May 6,
1999); and Financial Consultant,
Lexington, VA
</TABLE>
Harry H. Warner is a director of Chesapeake Corporation and Allied Research
Corp. No other directorships are held by Directors of the Corporation in other
companies registered under Section 12 or subject to the requirements of Sec-
tion 15(d) of the Securities Exchange Act of 1934 or registered as an invest-
ment 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 two special meetings. No director, while he was
a member of the Board, 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, and until July
29, 1999, the Board had a Stock Incentive Plan Committee. The Stock Incentive
Plan Committee was dissolved effective July 29, 1999, and the duties of the
Committee were moved back to the Compensation 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. Greening, van Beek, and White currently comprise the Audit Committee.
Mr. McCartney, whose resignation from the Board was effective May 24, 1999,
was formerly a member of the Audit Committee and was present at the one meet-
ing that convened during his service on the Board of Directors. The Audit Com-
mittee met twice during fiscal 1999. 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 proce-
dures and policies.
2
<PAGE>
Messrs. Greening, van Beek, Warner and White currently comprise the Compensa-
tion Committee. The Compensation Committee met once during fiscal 1999. The
Compensation Committee, at the direction of the Board, undertakes studies and
makes recommendations on matters of non stock-based executive compensation.
Effective July 29, 1999, the Compensation Committee took on the responsibili-
ties of administering the Corporation's Stock Incentive Plan.
Messrs. Greening, van Beek and Warner comprised the Stock Incentive Plan Com-
mittee. The Stock Incentive Plan Committee met once during fiscal 1999, and
was dissolved effective July 29, 1999. The Stock Incentive Plan Committee ad-
ministered the Corporation's Stock Incentive Plan prior to dissolution; the
Compensation Committee currently 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-Em-
ployee 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 entered into a Retirement and Consulting Agreement with Ber-
nard C. Wampler, former Chairman of the Board and former Chief Executive Offi-
cer, on March 2, 1999. The Agreement provided that Mr. Wampler was retiring as
a member of the Board of Directors of the Corporation, but would remain a con-
sultant to the Corporation for 3 years beginning the date of the Agreement. In
consideration, the Corporation repurchased the 68,641 shares of common stock
of Pulaski Furniture Corporation owned by Mr. Wampler for $21.70 per share,
determined by the average closing price for the four weeks ended February 19,
1999. The Agreement further provides that the Corporation will pay Mr. Wampler
a consulting fee totaling $325,855 in quarterly installments ending December
15, 2001.
On December 2, 1977, the Corporation entered into a deferred compensation
agreement with Bernard C. Wampler, former Chairman of the Board and former
Chief Executive Officer. The deferred compensation agreement provided that,
beginning on the first day of the second month following the later of the
month in which (a) Mr. Wampler attained the age of 65 or (b) Mr. Wampler's em-
ployment by the Corporation ceased (otherwise than from his voluntary resigna-
tion as Chief Executive Officer), the Corporation would 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 attained the age of 65 or the date Mr. Wampler ceased to be
employed by the Corporation. Mr. Wampler voluntarily resigned from his posi-
tion as Chief Executive Officer of the Corporation in February of 1997. Pay-
ments have been made under the agreement since Mr. Wampler's retirement.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 17, 1999, 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 1,300 - 1,300 *
Randolph V. Chrisley 39,312 - 39,312 1.4%
Ira S. Crawford 33,671 - 33,671 1.2%
Robert C. Greening, Jr. 650 - 650 *
James H. Kelly 50,263 1,554 51,817 1.8%
James W. Stout 27,384 - 27,384 *
John G. Wampler 68,483 5,040 73,523 2.5%
Harry H. Warner 5,242 - 5,242 *
Hugh V. White, Jr. 4,200 3,400 7,600 *
All Directors and Officers as 238,740 9,994 248,734 8.6%
a group (12 persons)
David L. Babson & Company, 292,000 - 292,000 10.1%
Inc. (3)
One Memorial Drive, Suite
1100
Cambridge, MA 02142-1300
Dimensional Fund Advisors,
Inc. (4) 156,800 - 156,800 5.4%
1299 Ocean Avenue, 11th Floor
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 15,000 shares that may be acquired within 60 days under the Cor-
poration's stock incentive plans and shares held in various fiduciary capaci-
ties.
(2) Includes shares owned by relatives and in certain trust relationships.
These shares may be deemed to be beneficially owned under Rules and Regula-
tions 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 an investment adviser reg-
istered with the U.S. Securities and Exchange Commission. Babson, in its ca-
pacity as investment adviser, may be deemed the beneficial owner of 292,000
shares of common stock of Pulaski Furniture Corporation which are owned by nu-
merous investment counseling clients. The information contained herein with
respect to Babson is based solely on a Schedule 13G filed on April 9, 1999
with the U.S. Securities and Exchange Commission. A copy of this filing was
received by the Corporation on April 19, 1999. Schedule 13G stated that the
shares were acquired in the ordinary course of business and 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 purpose or effect.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor reg-
istered under Section 203 of the Investment Advisors Act of 1940, furnishes
investment advice to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other invest-
ment vehicles,
4
<PAGE>
including commingling group trusts. (These investment companies and investment
vehicles are the "Portfolio"). In its role as investment advisor and invest-
ment manager, Dimensional possesses both voting and investment power over
156,800 shares of PULASKI FURNITURE CO., stock as of 9/30/99. The Portfolios
own all securities reported in this statement, and Dimensional disclaims bene-
ficial ownership of such securities.
(5) Franklin Resources, Inc., is an "Investment Advisor" 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 Febru-
ary 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 con-
trol of the Corporation and were not acquired in connection with or as a par-
ticipant in any transaction having such purposes or effects.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table shows for the fiscal years ended October 31, 1999, Novem-
ber 1, 1998, and November 2, 1997, the total compensation of the Chief Execu-
tive Officer and each of the four next most highly compensated executive offi-
cers of the Corporation (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------- --------------------------
Restricted All Other
Other Stock Awards Compensation
Year Salary Bonus ($)(1) ($)(2) ($)(3)
---- ------- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John G. Wampler 1999 250,000 125,000 24,290 134,400(4) 13,020
President and CEO 1998 206,000 100,000 10,047 335,400 10,886
1997 200,000 15,000 11,304 - 10,251
Randolph V. Chrisley 1999 130,000 45,500 10,587 56,000(4) 7,536
Senior V.P., Sales 1998 115,360 40,376 6,127 139,750 6,821
1997 112,000 15,000 7,384 - 6,620
James H. Kelly 1999 130,000 45,500 10,587 56,000(4) 7,515
Senior V.P., Product 1998 115,360 40,376 6,127 139,750 6,800
Development 1997 112,000 15,000 7,384 - 6,599
Ira S. Crawford 1999 130,000 45,500 10,587 56,000(4) 7,574
Senior V.P., 1998 103,000 36,050 6,127 139,750 6,433
Administration, 1997 100,000 15,000 7,384 - 6,082
Secretary
James W. Stout 1999 115,000 28,750 6,987 56,000(4) 6,420
V.P., Manufacturing 1998 103,000 36,050 - 139,750 5,833
1997 100,000 15,000 - - 5,589
</TABLE>
(1) "Other" Annual Compensation for 1999 represents the Corporation's payment
of income taxes related to issuance of stock pursuant to the 1994 Stock Incen-
tive Plan on behalf of each of the Named Executive Officers: Mr. John G.
Wampler, $24,290; Mr. Chrisley, $10,587; Mr. Kelly, $10,587; Mr. Crawford,
$10,587; Mr. Stout, $6,987.
(2) The Corporation awarded an aggregate of 32,475 shares of Restricted Stock
in 1999, 48,100 shares in 1998, and no shares in 1997. Restricted Stock vests
in 20% increments over a five-year period. Dividends are paid on Restricted
Stock.
(3) "All Other Compensation" for 1999 includes the following: (a) the Corpora-
tion's premium payments on life insurance policies for each of the Named Exec-
utive 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, $12,000; Mr. Chrisley, $6,240; Mr. Kelly,
$6,240; Mr. Crawford, $6,240; and Mr. Stout, $5,520.
(4) The aggregate number of shares of Restricted Stock held by the Named Exec-
utive Officers as of October 31, 1999, and the value of such shares were as
follows: Mr. John G. Wampler, 37,650, $689,906; Mr. Chrisley, 18,750,
$328,781; Mr. Kelly, 18,750, $328,781; Mr. Crawford, 18,750, $328,781; Mr.
Stout, 10,000, $195,750.
6
<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth the information with respect to the Named Exec-
utive Officers concerning their exercise of options and SARs during 1999, and
unexercised options and SARs held by them on October 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END
OPTIONS/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($) (1)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
John G. Wampler -0- -0- 5,000 3,125E
Randolph V. Chrisley -0- -0- 2,500 -0-
James H. Kelly -0- -0- 5,000 3,125E
Ira S. Crawford -0- -0- 2,500 -0-
James W. Stout -0- -0- -0- -0-
</TABLE>
(1) The value of unexercised in-the-money options/SAR's represents the posi-
tive spread between the October 29, 1999 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 ben-
efits payable under the Corporation's funded retirement plan to covered par-
ticipants (including the Named Executive Officers) retiring at age 65, deter-
mined as of October 31, 1999, to persons with specified earnings and years of
benefit service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL AVERAGE ESTIMATED ANNUAL RETIREMENT BENEFIT AT 65 UNDER PLAN
EARNINGS YEARS OF CREDITED SERVICE
- ------------------------ -------------------------------------------------------
10 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C> <C>
$50,000................. 2,789 4,184 5,578 6,973 8,368 8,368 8,368
$100,000................ 6,956 10,434 13,912 17,390 20,868 20,868 20,868
$150,000................ 11,123 16,684 22,245 27,806 33,368 33,368 33,368
$200,000................ 12,717 18,182 24,927 31,673 38,351 39,286 44,839
$250,000................ 14,272 21,228 29,922 38,617 47,312 50,194 56,143
$300,000................ 15,633 24,148 34,791 45,435 56,079 60,911 67,447
$350,000................ 15,633 25,707 38,300 50,892 63,485 70,266 78,751
</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 de-
ferred 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 October 31, 1999, were 19, 22, 30, 31,
and 27, 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 aver-
age 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.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The members of the Compensation 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 consists
of two elements: base salary and cash-based incentive compensation. Effective
July 29, 1999 the Compensation 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:
. to provide a total compensation package that will enable the Corporation to
attract and retain qualified executives;
. to reward executives for achieving corporate and personal performance goals;
and
. to align executives' financial interests with the interests of the Corpora-
tion'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 achieve-
ment 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, Admin-
istrative 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 Corpo-
ration may earn cash bonuses equal to a percentage of annual base salary (not
to exceed 35%) based upon the Corporation's earnings performance, the attain-
ment 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 Corpora-
tion's earnings performance and the achievement of personal performance objec-
tives 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 perfor-
mance objectives. For the fiscal year 1999, the Compensation Committee recom-
mended that Mr. John G. Wampler be awarded a bonus of $125,000 under this
Plan. This award represents the Compensation Committee's evaluation of Mr.
Wampler's contribution to the Corporation's performance during 1999. The bonus
award reflects the Compensation Committee's view that the Chief Executive Of-
ficer's performance during the year has been excellent, with concentration on
marketing, sales, product development and operations, as well as realization
of opportunities in the import division.
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 former Stock Incentive Plan Committee, prior
to being dissolved and its duties being moved back to the Compensation Commit-
tee, made Incentive Awards to the executive officers of the Corporation
whereby such officers could receive awards of Restricted Stock if the Corpora-
tion achieved certain levels of earnings per share in fiscal 1999. Based upon
the earnings for fiscal 1999, Mr. John G. Wampler received 8,400 shares under
the plan, and Messrs. Chrisley, Crawford, Kelly and Stout each received 3,500
shares under the plan.
Harry J.G. van Beek
Robert C. Greening, Jr.
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 (assum-
ing reinvestment of dividends) to Pulaski Furniture Corporation's shareholders
during the five-year period ended October 31, 1999, as compared with the NASDAQ
Non-financial Index and the Media-General Industry Peer Group Index.
[STOCK PERFORMANCE GRAPH]
<TABLE>
<S> <C> <C> <C>
Media-General
Pulaski Furniture NASDAQ/Non-financial index Industry Peers
10-94 $100 $100 $100
10-95 87 119 110
10-96 86 139 135
10-97 108 183 193
10-98 124 206 199
10-99 95 341 222
</TABLE>
* Total return assumes reinvestments of dividends
** Assumes $100 invested October 31, 1994
The industry peer group is comprised of the following 9 companies whose primary
business is the manufacture of wood household furniture: Bassett Furniture In-
dustries, Bush Industries Inc., Chromcraft Revington Inc., DMI Furniture Inc.,
Ethan Allen Interiors, Furniture Brands International, Ladd Furniture Inc.,
O'Sullivan Industries & Holdings Inc., and Stanley Furniture Inc. Insilco Hold-
ings Co., and Meadowcraft Inc. are no longer included in the industry peer
group, these companies were acquired by investment groups and are no longer
public companies.
9
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of the reports of changes in beneficial ownership of Com-
mon Stock and written representations furnished to the Corporation, the Corpo-
ration believes that its officers and directors filed on a timely basis the
reports required to be filed under Section 16(a) of the Securities Exchange
Act of 1934 during the fiscal year ended October 31, 1999, except that Messrs.
van Beek and Greening each had one late report on Form 4, with a single trans-
action.
INFORMATION CONCERNING THE CORPORATION'S AUDITORS
The Corporation's financial statements for the 1999 fiscal year were examined
by Ernst & Young LLP. The Board of Directors of the Corporation has not yet
proposed to select Ernst & Young LLP to continue as the independent auditors
of the financial statements of the Corporation for the 2000 fiscal year. Pro-
posals for the services are being solicited to ensure that competitive rates
are being realized.
MATTERS TO BE PRESENTED AT THE
2001 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder wishing to make a proposal to be acted upon at the annual
meeting of shareholders in 2001 must present such proposal in writing to the
Corporation at its principal executive office in Pulaski, Virginia, no later
than September 7, 2000.
OTHER MATTERS
The Corporation's Annual Report on Form 10-K filed with the Securities and Ex-
change 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 judgement 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 Corpora-
tion. 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 12, 2000
10
<PAGE>
-------------------------------------
-------------------------------------
NOTICE
OF
ANNUAL MEETING
OF
SHAREHOLDERS
AND
PROXY STATEMENT
---------------------
TIME:
Friday, February 11, 2000
At 10:00 a.m.
PLACE:
Wyndham Roanoke Airport
(Formerly Roanoke Airport Marriott)
Roanoke, Virginia
---------------------
PULASKI
FURNITURE
CORPORATION
-------------------------------------
-------------------------------------
<PAGE>
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 J.G. van Beek, 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 17, 1999 at the annual meeting of shareholders to be
held on February 11, 2000 or any adjournment thereof.
1. ELECTION OF DIRECTORS for the terms specified in the Proxy Statement.
[_] FOR nominee listed below [_] WITHHOLD AUTHORITY to vote
for nominee listed below
Hugh V. White, Jr.
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_________________________2000
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
