<PAGE>
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PULASKI FURNITURE CORPORATION
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
745553107
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(CUSIP Number)
William R. Waddell, Esq.
McGuire, Woods, Battle & Boothe LLP
9000 World Trade Center
101 W. Main Street
Norfolk, VA 23510
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(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
March 29, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
<PAGE>
1. NAME OF REPORTING PERSON
Randolph V. Chrisley
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
39,312 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
39,312 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
<PAGE>
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 39,312 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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1. NAME OF REPORTING PERSON
Ira S. Crawford
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
<PAGE>
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
33,671 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
33,671 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 33,671 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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<PAGE>
1. NAME OF REPORTING PERSON
Carl W. Hoffman
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
2,778 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
2,778 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548/(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 2,778 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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1. NAME OF REPORTING PERSON
James H. Kelly
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
<PAGE>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
50,263 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
50,263 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 50,263 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
<PAGE>
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1. NAME OF REPORTING PERSON
Paul T. Purcell
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
2,510 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
2,510 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
<PAGE>
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 2,510 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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1. NAME OF REPORTING PERSON
James W. Stout
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
<PAGE>
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
27,384 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
27,384 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 27,384 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the
<PAGE>
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Stock Voting and Non-Tender Agreement, as described in Item 4 of this Schedule
13D.
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1. NAME OF REPORTING PERSON
John G. Wampler
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC; PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
68,483 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
68,483 /(1)/
<PAGE>
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 68,483 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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1. NAME OF REPORTING PERSON
Raymond E. Winters
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
<PAGE>
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
2,947 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
2,947 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
<PAGE>
(1) The Reporting Person beneficially owns 2,947 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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1. NAME OF REPORTING PERSON
Jack E. Dawson
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
1,700 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
<PAGE>
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
1,700 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 1,700 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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1. NAME OF REPORTING PERSON
James S. Dawson
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X] (B) [_]
3. SEC USE ONLY
<PAGE>
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
2,500 /(1)/
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
231,548 /(1)/
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
2,500 /(1)/
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
231,548 /(1)/
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,548 /(1)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95% (Based on 2,911,425 shares of common stock outstanding after giving
effect to issuance of common stock underlying options included in row 11)
<PAGE>
14. TYPE OF REPORTING PERSON
IN
(1) The Reporting Person beneficially owns 2,500 shares of common stock of the
Issuer ("Common Stock") by reason of holding such shares or options exercisable
within sixty days to acquire such shares. The Reporting Person may also be
deemed to beneficially own the aggregate amount of shares of Common Stock
included in Row 11 pursuant to the Stock Voting and Non-Tender Agreement, as
described in Item 4 of this Schedule 13D.
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to shares of
common stock ("Common Stock") of Pulaski Furniture Corporation, a Virginia
corporation (the "Issuer"). The address of the Issuer's principal executive
office is One Pulaski Square, P.O. Box 1371, Pulaski, Virginia 24301.
Item 2. Identity and Background
This Statement is being filed jointly by the persons named below as a
group pursuant to Rule 13d-1(k)(1) (the "Reporting Persons") with respect to
their ownership of Common Stock.
The business address for each Reporting Person, except as otherwise
indicated below, is One Pulaski Square, P.O. Box 1371, Pulaski, Virginia 24301.
Each of them is a citizen of the United States.
Randolph V. Chrisley is the Senior Vice President, Sales, of the
Issuer.
Ira S. Crawford is the Secretary and the Senior Vice President,
Administration, of the Issuer.
Carl W. Hoffman is the Treasurer of the Issuer.
James H. Kelly is the Senior Vice President, Product Development, of
the Issuer.
Paul T. Purcell is the Vice President, Credit Administration, of the
Issuer.
James W. Stout is the Vice President, Manufacturing, of the Issuer.
John G. Wampler is a Director and the President and Chief Executive
Officer of the Issuer.
Raymond E. Winters is the Vice President, Operations, of the Issuer.
<PAGE>
Jack E. Dawson is the Executive Vice President, Manufacturing, of Dawson
Furniture Company, Inc., a subsidiary of the Issuer. Mr. Dawson's business
address is 201 E. 17/th/, Webb City, Missouri, 64870.
James S. Dawson is President of Dawson Furniture Company, Inc., a
subsidiary of the Issuer. Mr. Dawson's business address is 201 E. 17/th/, Webb
City, Missouri, 64870.
None of the Reporting Persons has, during the last five years (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the terms of the Issuer's 1991 Stock Incentive Plan, as
modified (the "Option/Incentive Plan"), and previous plans, at various times,
the Issuer granted, and each of the respective Reporting Persons exercised,
options to purchase the following approximate number of shares of Common Stock
of the Issuer: Mr. Chrisley, 23,073; Mr. Crawford, 7,592; Mr. Kelly, 24,982;
Mr. Stout, 11,469; Mr. Wampler, 8,500. Pursuant to the terms of the
Option/Incentive Plan, at various times, the Issuer awarded the following number
of shares of Common Stock of the Issuer to the following Reporting Persons: Mr.
Chrisley, 18,750; Mr. Crawford, 18,750; Mr. Kelly, 18750; Mr. Stout, 10,000; Mr.
Wampler, 37650; Mr. Hoffman, 1,750; Mr. Purcell, 1,750; Mr. Winters, 1,750; Mr.
James Dawson, 2,500; and Mr. Jack Dawson, 1,700. Pursuant to the terms of the
Option/Incentive Plan, the Issuer has granted options to purchase the following
number of shares of Common Stock of the Issuer to the following of the Reporting
Persons: Mr. Chrisley, 2,500; Mr. Crawford, 2,500; Mr. Kelly, 5,000, and Mr.
Wampler, 5,000. Each of the options described in the preceding sentence is
fully vested and exercisable at any time by the respective Reporting Person.
Pursuant to the terms of the Issuer's Salaried Employees' Stock Purchase
Plan (the "Stock Purchase Plan"), at various times, the Issuer offered for sale,
and each of the respective Reporting Persons purchased, the following number of
shares of Common Stock of the Issuer: Mr. Chrisley, 8,803; Mr. Crawford, 4,829;
Mr. Kelly, 8,754; Mr. Stout, 7,584; Mr. Wampler, 10,425; Mr. Hoffman, 1,850; Mr.
Purcell, 760; Mr. Winters, 1,397.
Additionally, at various times, (i) Mr. Chrisley sold 13,022 shares of
Common Stock in the open market, purchased 548 shares of Common Stock in the
open market, and transferred by gift the sum of 1,340 shares of Common Stock of
the Issuer; (ii) Mr. Kelly sold 7,223 shares of Common Stock in the open market;
(iii) Mr. Stout sold 2,151 shares of Common Stock in the open market, and
acquired 482 shares of Common Stock by inheritance; (iv) Mr. Wampler sold 2,500
shares of Common Stock in the open market, transferred by gift the sum of 2,905
shares of Common Stock, and received by gift the sum of 12,313 shares of Common
Stock of the Issuer;
<PAGE>
(v) Mr. Hoffman sold 822 shares of Common Stock in the open market; and (vi) Mr.
Winters sold 200 shares of Common Stock in the open market.
Item 4. Purpose of Transaction
On March 29, 2000, the Reporting Persons entered into a Stock Voting and
Non-Tender Agreement (the "Voting Agreement") with Pine Acquisition Corp. (a
newly-formed Virginia corporation) ("Pine Acquisition") and its parent
corporation, Pine Holdings, Inc. (also a newly-formed Virginia corporation)
("Pine Holdings"). On the same date, Pine Acquisition commenced a tender offer
for the shares of the Issuer. Following the purchase of the shares in the
tender offer, Pine Acquisition intends to merge into the Issuer pursuant to an
Agreement and Plan of Merger dated March 29, 2000 (the "Merger Agreement").
Pursuant to the rules and regulations of the Commission, a Schedule TO was
filed with respect to such tender offer by Pine Acquisition, Pine Holdings, the
Reporting Persons and certain other persons.
The Reporting Persons will receive an ownership interest in Pine Holdings
in exchange for their shares in the Issuer in the merger following the tender
offer.
The following is a summary of the Voting Agreement. The summary is
qualified in its entirety by reference to the Voting Agreement, a copy of which
is filed herewith as an exhibit to this Schedule 13D.
Pursuant to the Voting Agreement, each Reporting Person has agreed not to
tender for acceptance by the Pine Acquisition in the offer any shares of Common
Stock owned by such Reporting Persons as of the date of the Voting Agreement and
any shares of Common Stock thereafter acquired (all such shares of Common Stock
owned as of the date of the Voting Agreement or acquired after the date of the
Voting Agreement, the "Management Shares"). Additionally, each Reporting Person
has agreed that during the period commencing on the date of the Voting Agreement
and continuing until the effective time under the Merger Agreement, at any
meeting of the holders of any class or classes of the capital stock of the
Issuer, however called, or in connection with any written consent of the holders
of any class or classes of the capital stock of the Issuer, such Reporting
Person will vote (or cause to be voted) such Reporting Person's Management
Shares (x) in favor of the merger, and the Merger Agreement and each of the
other transactions contemplated by the Merger Agreement and the Voting
Agreement, (y) against any action that would result in a breach of any covenant,
representation or warranty of the Issuer under the Merger Agreement or of such
Reporting Person under the voting Agreement, and (z) against actions or
agreements that could impede, interfere with, delay, postpone, or materially
adversely affect the merger and the transactions contemplated by the Voting
Agreement or the Merger Agreement. Pursuant to the Voting Agreement, each
Reporting Person has agreed that such Reporting Person shall not enter into any
agreement or understanding with any person the effect of which would be to
violate the provisions and agreements contained in the Voting Agreement.
<PAGE>
Pursuant to the Voting Agreement, each Reporting Person has appointed Pine
Holdings, Pine Acquisition and any designee of Pine Holdings or Pine
Acquisition, as such Reporting Person's proxy to vote or act by written consent
with respect to the Management Shares in accordance with the Voting Agreement.
In the Voting Agreement, each Reporting Person has also agreed that it will
not, in its capacity as a shareholder of the Issuer, directly or indirectly (i)
solicit, facilitate, initiate or encourage any inquiries the making of any
proposal with respect to an Acquisition Transaction (as such term is defined in
the Merger Agreement), (ii) enter into an agreement, arrangement or
understanding with respect to any Acquisition Transaction or enter into any
agreement, arrangement or understanding requiring such Reporting Person to
abandon, terminate or fail to consummate the Voting Agreement or any other
transaction contemplated thereby or (iii) negotiate, explore or otherwise engage
in discussions, or furnish to any person (other than Pine Holdings or Pine
Acquisition) any information with respect to, any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Transaction.
Item 5. Interest in Securities of the Issuer
(a) and (b) Immediately prior to the execution of the Voting
Agreement, and based on 2,911,425 shares of Common Stock
outstanding after giving effect to issuance of shares of Common
Stock underlying 15,000 options that are currently vested in and
exercisable by certain of the Reporting Persons,
(i) Mr. Chrisley beneficially owned, with the sole power
to vote and dispose of, 39,312 shares of Common Stock
of the Issuer, representing approximately 1.3% of the
shares of Common Stock outstanding, including 2,500
options that are current vested and exercisable;
(ii) Mr. Crawford beneficially owned, with the sole power
to vote and dispose of, 33,671 shares of Common Stock
of the Issuer, representing approximately 1.2% of the
shares of Common Stock outstanding, including 2,500
options that are current vested and exercisable;
(iii) Mr. Kelly beneficially owned, with the sole power to
vote and dispose of, 50,263 shares of Common Stock of
the Issuer, representing approximately 1.7% of the
shares of Common Stock outstanding, including 5,000
options that are current vested and exercisable;
(iv) Mr. Stout beneficially owned, with the sole power to
vote and dispose of, 27,384 shares of Common Stock of
the Issuer, representing approximately 1.3% of the
shares of Common Stock outstanding;
<PAGE>
(v) Mr. Wampler beneficially owned, with the sole power
to vote and dispose of, 68,483 shares of Common Stock
of the Issuer, representing approximately 2.4% of the
shares of Common Stock outstanding, including 5,000
options that are current vested and exercisable;
(vi) Mr. Hoffman beneficially owned, with the sole power
to vote and dispose of, 2,778 shares of Common Stock
of the Issuer, representing approximately 0.1% of the
shares of Common Stock outstanding;
(vii) Mr. Purcell beneficially owned, with the sole power
to vote and dispose of, 2,510 shares of Common Stock
of the Issuer, representing approximately 0.08% of
the shares of Common Stock outstanding;
(viii) Mr. Winters beneficially owned, with the sole power
to vote and dispose of, 2,947 shares of Common Stock
of the Issuer, representing approximately 0.1% of the
shares of Common Stock outstanding;
(ix) Mr. James Dawson beneficially owned, with the sole
power to vote and dispose of, 2,500 shares of Common
Stock of the Issuer, representing approximately 0.08%
of the shares of Common Stock outstanding; and
(x) Mr. Jack Dawson beneficially owned, with the sole
power to vote and dispose of, 1,700 shares of Common
Stock of the Issuer, representing approximately 0.06%
of the shares of Common Stock outstanding.
Subject to the last sentence of this Item 5, in addition to each Reporting
Person beneficially owning the shares of Common Stock beneficially owned by him
immediately prior to the execution of the Voting Agreement, each Reporting
Person may be deemed to beneficially own the shares of Common Stock beneficially
owned by the other Reporting Persons by reason of execution and delivery of the
agreements described in Item 4 above. The aggregate number of shares of Common
Stock beneficially owned by all the Reporting Persons is 231,548. Each of the
Reporting Persons disclaims the beneficial ownership of such additional shares.
(c) Except for the transactions described herein, there have been no
other transactions in any securities of the Issuer effected by the Reporting
Persons during the past 60 days.
(d) Except as stated in this Item 5, to the knowledge of the
Reporting Persons, only the Reporting Persons have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale
of, the shares of Common Stock of the Issuer reported by this statement.
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except with respect to the Voting Agreement described herein, none of the
Reporting Persons is a party to any contract, arrangement, understanding or
relationship with any person, with respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Stock Voting and Non-Tender Agreement, by and among Pine Holdings, Inc., a
Virginia corporation, Pine Acquisition Corp., a Virginia corporation, and the
Reporting Persons, dated March 29, 2000.
EXHIBIT INDEX
Exhibit 1: Stock Voting and Non-Tender Agreement, by and among Pine
Holdings, Inc., a Virginia corporation, Pine Acquisition Corp.,
a Virginia corporation, and the Reporting Persons, dated March
29, 2000.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this Statement on Schedule 13D is true, complete and correct.
April 10, 2000
---------------------------
(Date)
/s/ Randolph V. Chrisley
---------------------------
(Signature)
Randolph V. Chrisley
---------------------------
<PAGE>
(Name)
April 10, 2000
---------------------------
(Date)
/s/ Ira S. Crawford
---------------------------
(Signature)
Ira S. Crawford
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ Carl W. Hoffman
---------------------------
(Signature)
Carl W. Hoffman
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ James S. Kelly
---------------------------
<PAGE>
(Signature)
James S. Kelly
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ Paul T. Purcell
---------------------------
(Signature)
Paul T. Purcell
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ James W. Stout
---------------------------
(Signature)
James W. Stout
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ John G. Wampler
<PAGE>
---------------------------
(Signature)
John G. Wampler
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ Raymond E. Winters
---------------------------
(Signature)
Raymond E. Winters
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ Jack E. Dawson
---------------------------
(Signature)
Jack E. Dawson
---------------------------
(Name)
April 10, 2000
---------------------------
(Date)
/s/ James S. Dawson
<PAGE>
---------------------------
(Signature)
James S. Dawson
---------------------------
(Name)
AGREEMENT RESPECTING JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with the Securities
and Exchange Commission a Schedule 13D reporting each of the undersigned's
beneficial ownership of shares of Common Stock of Pulaski Furniture Corporation,
a Virginia corporation, and hereby affirm that such Schedule 13D is being filed
on behalf of each of the undersigned. The undersigned are entering into this
Joint Filing Agreement as a result of being parties to the Stock Voting and Non-
Tender Agreement dated as of March 29, 2000. In the event such agreement
terminates, then this Joint Filing Agreement shall also terminate.
In witness thereof, this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original for all purposes and all
of which together shall constitute one and the same Agreement, and this
Agreement may be effected by a written facsimile signature of each party.
Dated: April 10, 2000
By: /s/ Randolph V. Chrisley
--------------------------
Randolph V. Chrisley
By: /s/ Ira S. Crawford
---------------------
Ira S. Crawford
By: /s/ Carl W. Hoffman
---------------------
Carl W. Hoffman
By: /s/ James H. Kelly
--------------------
James H. Kelly
By: /s/ Paul T. Purcell
---------------------
Paul T. Purcell
By: /s/ James W. Stout
--------------------
James W. Stout
By: /s/ John G. Wampler
---------------------
<PAGE>
John G. Wampler
By: /s/ Raymond E. Winters
------------------------
Raymond E. Winters
By: /s/ Jack E. Dawson
--------------------
Jack E. Dawson
By: /s/ James S. Dawson
---------------------
James S. Dawson
<PAGE>
EXHIBIT 1
STOCK VOTING AND NON-TENDER AGREEMENT
BY AND AMONG
PINE HOLDINGS, INC.
PINE ACQUISITION CORP.
AND
THE INDIVIDUALS NAMED HEREIN
Dated as of March 29, 2000
================================================================================
<PAGE>
STOCK VOTING AND NON-TENDER AGREEMENT
STOCK VOTING AND NON-TENDER AGREEMENT (this "Agreement") dated as of
March 29, 2000, among Pine Holdings, Inc., a Virginia corporation ("Parent"),
Pine Acquisition Corp., a Virginia corporation ("Acquiror") and the individuals
listed on Schedule I hereto (each a "Stockholder", and collectively, the
"Stockholders").
W I T N E S S E T H :
-------------------
WHEREAS, simultaneously with entering into this Agreement, Parent,
Acquiror and Pulaski Furniture Corporation, a Virginia corporation (the
"Company"), are entering into an Agreement and Plan of Merger (such agreement,
the "Merger Agreement"), pursuant to which Acquiror will be merged with and into
the Company (the "Merger");
WHEREAS, each Stockholder has agreed that such Stockholder shall not
tender any Shares beneficially owned by such Stockholder in the Offer as set
forth herein;
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of Shares set forth opposite such Stockholders'
name on Schedule I hereto; and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Acquiror has required that each Stockholder enter into this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. For purposes of this Agreement capitalized terms
-----------
used and not defined herein have the respective meanings ascribed to them in the
Merger Agreement.
2. Non-Tender of Shares.
--------------------
(a) Each Stockholder hereby agrees not to tender for acceptance by
Acquiror in the Offer any Shares owned by such Stockholder as of the date hereof
and any Shares hereafter acquired (all such Shares owned as of the date hereof
or hereinafter acquired, the "Securities").
(b) Each Stockholder hereby agrees to permit Parent and Acquiror to
publish and disclose in the Offer Documents and, if approval of the stockholders
of the Company is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC) its identity and intent with
respect to the Securities and the nature of its commitments under this
Agreement.
<PAGE>
3. Provisions Concerning the Securities.
------------------------------------
(a) Agreement to Vote the Securities. Each Stockholder, in its
--------------------------------
capacity as such, hereby agrees that during the period commencing on the date
hereof and continuing until the earlier of the Effective Time or the termination
of this Agreement (such period, the "Voting Period"), at any meeting of the
holders of any class or classes of the capital stock of the Company, however
called, or in connection with any written consent of the holders of any class or
classes of the capital stock of the Company, such Stockholder shall vote (or
cause to be voted) the Securities (x) in favor of the Merger, and the approval
of the terms of the Merger Agreement and each of the other transactions
contemplated by the Merger Agreement and this Agreement and any actions required
in furtherance thereof, (y) against any action, transaction or agreement that
would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or of such Stockholder under this Agreement, and (z) except as
otherwise agreed to in writing in advance by Acquiror, against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (i) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or any of its
Subsidiaries; (ii) a sale, lease or transfer of a significant part of the assets
of the Company or any of its Subsidiaries, or a reorganization,
recapitalization, dissolution or liquidation of the Company or any of its
Subsidiaries; (iii) (A) any change in the Persons who constitute the board of
directors of the Company; (B) any change in the present capitalization of the
Company or any amendment of the Company's Articles of Incorporation or By-laws;
(C) any other material change in the Company's corporate structure or business;
or (D) any other action involving the Company or any of its Subsidiaries which
is intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or materially adversely affect the Merger and the transactions
contemplated by this Agreement or the Merger Agreement. Each Stockholder hereby
agrees that such Stockholder shall not enter into any agreement or understanding
with any Person the effect of which would be to violate the provisions and
agreements contained in this Agreement.
(b) Grant of Proxy. Each Stockholder hereby appoints Parent,
--------------
Acquiror and any designee of Parent or Acquiror, each of them individually, such
Stockholder's proxy and attorney-in-fact, with full power of substitution and
resubstitution, to vote or act by written consent during the Voting Period with
respect to the Securities in accordance with paragraph (a) of this Section. This
proxy is given to secure the performance of the duties of each Stockholder under
this Agreement. Each Stockholder affirms that this proxy is coupled with an
interest and shall be irrevocable. Each Stockholder shall take such further
action or execute such other instruments as may be necessary to effectuate the
intent of this proxy.
(c) Other Proxies Revoked. Each Stockholder represents and warrants
---------------------
that any proxies heretofore given in respect of such Stockholder's Securities
are not irrevocable, and that all such proxies have been or are hereby revoked.
4. Representations and Warranties of each Stockholder. Each
--------------------------------------------------
Stockholder, severally and not jointly, hereby represents and warrants to
Acquiror as follows:
(a) Power, etc. Such Stockholder has all necessary power and
-----------
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
<PAGE>
This Agreement has been duly and validly executed and delivered by such
Stockholder and, assuming its due authorization, execution and delivery by each
other party hereto, constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms.
(b) Ownership of Securities. Such Stockholder is the record and
-----------------------
beneficial owner of the Securities listed beside such Stockholder's name on
Schedule I attached hereto. The Securities listed on Schedule I constitute all
of the shares of capital stock of the Company owned of record or beneficially by
such Stockholder as of the date hereof. All of such Securities are issued and
are outstanding and except as set forth on Schedule II attached hereto, such
Stockholder does not own, of record or beneficially, any warrants, options or
other rights to acquire any shares of capital stock of the Company. Such
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Sections 2 and 3 hereof, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights and
sole power to agree to all of the matters set forth in this Agreement, in each
case with respect to all of such Securities, with no limitations, qualifications
or restrictions on such rights, subject only to applicable laws, the Company's
Articles of Incorporation and the terms of this Agreement.
(c) No Conflicts. (i) No filing with, and no permit, authorization,
------------
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by such Stockholder,
the consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof shall (A)
conflict with or result in any breach of or constitute (with or without notice
or lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties or assets may be
bound, or (B) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to such Stockholder or any of such
Stockholder's properties or assets.
(d) No Finder's Fees. Except as disclosed pursuant to the Merger
----------------
Agreement and except for the fees and expenses of Mann, Armistead and Epperson,
no broker, investment banker, financial advisor or other person is entitled to
any broker's, finder's, financial advisor's or other similar fee or commission
in connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of such Stockholder.
(e) No Encumbrances. The Securities listed beside such Stockholder's
---------------
name on Schedule I attached hereto and the certificates representing such
Securities are now, and at all times during the term hereof will be, held by
such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such encumbrances or proxies arising
hereunder.
<PAGE>
(f) Reliance by Acquiror. Such Stockholder understands and
--------------------
acknowledges that Parent and Acquiror are entering into the Merger Agreement in
reliance upon such Stockholder's execution and delivery of this Agreement.
5. Additional Covenants of each Stockholder. Each Stockholder
----------------------------------------
covenants and agrees as follows:
(a) No Solicitation. Such Stockholder shall not, in its capacity as
---------------
such, directly or indirectly (i) solicit, facilitate, initiate or encourage any
inquiries or the making of any proposal with respect to an Acquisition
Transaction, (ii) enter into an agreement, arrangement or understanding with
respect to any Acquisition Transaction or enter into any agreement, arrangement
or understanding requiring such Stockholder to abandon, terminate or fail to
consummate this Agreement or any other transaction contemplated hereby or (iii)
negotiate, explore or otherwise engage in discussions, or furnish to any Person
(other than Parent or Acquiror) any information, with respect to any inquiries
or the making of any proposal that constitutes, or may reasonably be expected to
lead to, any Acquisition Transaction. Such Stockholder should not, in its
capacity as such, (i) withdraw or modify or propose to withdraw or modify, in a
manner adverse to Parent or Acquiror, the approval or recommendation by such
Stockholder of the Offer, the Merger, the Merger Agreement or this Agreement or
(ii) endorse or recommend, or proposed to endorse or recommend, any Acquisition
Transaction. If such Stockholder receives any inquiry or proposal regarding any
Acquisition Transaction, such Stockholder shall promptly inform Acquiror of that
inquiry or proposal and the details thereof. Nothing in this paragraph 5(a)
shall prevent any Stockholder who is a director of the Company from taking any
action, solely in his capacity as a director of the Company, that a director of
the Company is permitted to take in accordance with Section 5.4 of the Merger
Agreement. Additionally, nothing in this paragraph 5(a) shall prevent any
Stockholder who is an officer of the Company from taking any action, solely in
his or her capacity as an officer of the Company, if requested or directed to do
so by the Board of Directors of the Company acting in a compliance with Section
5.4 of the Merger Agreement.
(b) Restriction on Transfer, Proxies and Non-Interference. Such
-----------------------------------------------------
Stockholder shall not (i) directly or indirectly, offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Securities or any Stock
Option or any interest therein; (ii) except as contemplated by this Agreement,
grant any proxies or powers of attorney, deposit any of the Securities into a
voting trust or enter into a voting agreement with respect to any of the
Securities or any Stock Option; (iii) exercise any Stock Option; or (iv) take
any action that would make any representation or warranty of such Stockholder
contained herein untrue or incorrect or have the effect of preventing or
disabling such Stockholder from performing such Stockholder's obligations under
this Agreement.
(c) Waiver of Appraisal Rights. Such Stockholder hereby irrevocably
--------------------------
waives any rights of appraisal or rights to dissent from the Merger that such
Stockholder may have.
(d) Stop Transfer; Changes in Subject Shares. Such Stockholder
----------------------------------------
agrees with, and covenants to, Acquiror that such Stockholder shall not request
that the Company register the
<PAGE>
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Securities or any Stock Option, unless such transfer is
made in compliance with this Agreement. In the event of a stock dividend or
distribution, or any change in any class of capital stock of the Company by
reason of any stock dividend, split-up, recapitalization, combination, exchange
of shares or the like, the term "Securities" shall be deemed to refer to and
include the Securities as well as all such stock dividends and distributions and
any shares into which or for which any or all of the Securities may be changed
or exchanged. Such Stockholder shall be entitled to receive (free of any
restrictions of this Agreement) any cash dividend paid by the Company in respect
of the Securities during the term of this Agreement until the Effective Time.
(e) Cooperation. Such Stockholder, in the capacity as a stockholder,
-----------
shall cooperate fully with Parent, Acquiror and the Company in connection with
their respective efforts to fulfill the conditions to the Merger set forth in
Article VII of the Merger Agreement and the conditions to the Offer set forth in
Annex A to the Merger Agreement.
(f) Releases. Such Stockholder hereby fully, unconditionally and
--------
irrevocably releases, effective as of the Effective Time, any and all claims and
causes of action that such Stockholder has or may have against the Company or
any of its Subsidiaries or any present or former director, officer, employee or
agent of the Company or any of its Subsidiaries arising or resulting from or
relating to any act, omission, event or occurrence prior to the date hereof. If
requested by Parent, such Stockholder shall execute an additional release at the
Effective Time releasing such claims as may arise between the date hereof and
the Effective Time.
6. Fiduciary Duties. Notwithstanding anything in this Agreement to
----------------
the contrary, the covenants and agreements set forth herein shall not prevent
any Stockholder serving on the Company's Board of Directors from taking any
action, subject to the applicable provisions of the Merger Agreement, while
acting in the capacity of a director of the Company.
7. Miscellaneous.
-------------
(a) Further Assurances. From time to time, at Acquiror's request and
------------------
without further consideration, each Stockholder shall execute and deliver such
additional documents and take all such further lawful action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(b) Notices. All notices and other communications hereunder shall
-------
be in writing and shall be deemed given if delivered personally, mailed,
certified or registered mail with postage prepaid, sent by overnight courier or
telecopied to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
(i) if to Parent or Acquiror, to
c/o Quad-C Management, Inc.
230 East High Street
Charlottesville, Virginia 22902
Attention: Anthony R. Ignaczak
Facsimile No.: (804) 979-1145
<PAGE>
with copies to:
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
Attention: John M. Reiss, Esq.
Gregory Pryor, Esq.
Facsimile No.: (212) 354-8113
(ii) if to the Stockholders, to the address set forth beside each
Stockholder's name listed on Schedule I hereto
with a copy to:
McGuire, Woods, Battle & Boothe LLP
World Trade Center
Suite 9000
101 West Main Street
Norfolk, Virginia 23510-1655
Attention: William R. Waddell, Esq.
Facsimile No.: (757) 640-3972
(c) Interpretation. When a reference is made in this Agreement to a
--------------
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
(d) Counterparts. This Agreement may be executed in counterparts,
------------
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
----------------------------------------------
including the documents and instruments referred to herein (a) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (b) is not intended to confer upon any person or entity other than the
parties any rights or remedies hereunder.
(f) Governing Law. This Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the Commonwealth of Virginia, without
regard to the conflict of laws rules thereof.
(g) Assignment. Neither this Agreement nor any of the rights,
----------
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Parent and
Acquiror may assign, in their sole discretion, any of or all their rights,
interests and obligations under this Agreement to any direct or indirect wholly
<PAGE>
owned subsidiary of Parent. Subject to the preceding sentence, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by, the
parties and their respective successors and assigns.
(h) Severability If any term or other provision of this Agreement is
------------
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby are not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in a mutually acceptable manner in order that
the transactions be consummated as originally contemplated to the fullest extent
possible.
(i) Enforcement of this Agreement. The parties agree that
-----------------------------
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof, this being in addition to
any other remedy to which they are entitled at law or in equity.
8. Termination. This Agreement shall terminate, and neither
-----------
Acquiror nor any Stockholder shall have any rights or obligations hereunder and
this Agreement shall become null and void and have no effect upon the
termination of the Merger Agreement in accordance with its terms, except nothing
in this Section 8 shall relieve any party of liability for breach of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, Parent, Acquiror and each Stockholder have caused
this Agreement to be duly executed as of the day and year first above written.
PINE HOLDINGS, INC.
By: /s/_____________________________
Name:
Title:
PINE ACQUISITION CORP.
By: /s/_____________________________
Name:
Title:
<PAGE>
/s/_______________________________
Randolph V. Chrisley
/s/_______________________________
Ira S. Crawford
/s/_______________________________
Carl W. Hoffman
/s/_______________________________
James H. Kelley
/s/_______________________________
Paul T. Purcell
/s/_______________________________
James W. Stout
/s/_______________________________
John G. Wampler
/s/_______________________________
Raymond E. Winters
/s/_______________________________
Jack E. Dawson
/s/_______________________________
James S. Dawson
<PAGE>
SCHEDULE I
----------
<TABLE>
<CAPTION>
Amount of Shares Beneficially
Name of Stockholder Owned Notice Address
- ---------------------------- ------------------------------------- ------------------------------
<S> <C> <C>
Randolph V. Chrisley 36,812 Route 1, Box 229
Draper, VA 24324
Ira S. Crawford 31,171 P.O. Box 1207
Pulaski, VA 24301
Carl W. Hoffman 2,778 901 Hidden Valley Road
Blacksburg, VA 24060
James H. Kelly 45,263 P.O. Box 786
Pulaski,VA 24301
Paul T. Purcell 2,510 745 Stonewood Drive
Salem, VA 24153
James W. Stout 27,384 6809 Cleburne Blvd.
Dublin, VA 24084
John G. Wampler 63,483 5332 Fox Ridge Road
Roanoke, VA 24014
Raymond E. Winters 2,947 490 Chinquapin Trail
Christiansburg, VA 24073
</TABLE>
<PAGE>
SCHEDULE I
----------
<TABLE>
<S> <C> <C>
Jack E. Dawson 1,700 1717 Homestead Drive
Webb City, MO 64870
James S. Dawson 2,500 700 Colonial Drive
Webb City, MO 64870
</TABLE>
<PAGE>
SCHEDULE II
-----------
<TABLE>
<CAPTION>
Amount of options, warrants or other rights to acquire
Name of Stockholder Shares
- ---------------------------------------------------- -----------------------------------------------------------
<S> <C>
Randolph V. Chrisley 2,500 Stock Options
Ira S. Crawford 2,500 Stock Options
Carl W. Hoffman 0
James H. Kelly 5,000 Stock Options
Paul T. Purcell 0
James W. Stout 0
John G. Wampler 5,000 Stock Options
Raymond E. Waters 0
Jack E. Dawson 0
James S. Dawson 0
</TABLE>
