SCHEDULE 14A
Information Required in Proxy Statement
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
SHELTER COMPONENTS CORPORATION
(Name Of Registrant As Specified In Its Charter)
<PAGE>
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6-(i)(3).
[ ] 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 transactions:
(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>
SHELTER COMPONENTS CORPORATION
27217 County Road 6
Elkhart, Indiana 46514
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
to be held May 10, 1995
To the Stockholders of SHELTER COMPONENTS CORPORATION:
The 1995 Annual Meeting of the Stockholders of Shelter Components
Corporation will be held at The Ramada Inn, 3011 Belvedere Road,
Elkhart, Indiana, on Wednesday, May 10, 1995 at 9:00 a.m. local
time:
1. To elect a class of four Class B directors to serve for a
term of three years;
2. To ratify the selection by the Board of Directors of Coopers
& Lybrand L.L.P. as certified public accountants for the
Corporation for the fiscal year ending December 31, 1995;
and
3. To take action on all matters that may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on April
3, 1995 as the record date for determination of stockholders
entitled to notice of and to vote at the meeting and any
adjournments thereof. A list of stockholders entitled to vote at
the meeting will be available for examination for any purpose
germane to the meeting in the Office of the Secretary of the
Corporation for a period of at least ten days prior to the
meeting.
By order of the Board of Directors
/s/ Mark C. Neilson
Mark C. Neilson
Secretary/Treasurer
April 10, 1995
YOUR VOTE IS IMPORTANT.
Please sign, date and return your proxy card in the postage
paid envelope provided.
<PAGE>
SHELTER COMPONENTS CORPORATION
27217 County Road 6
Elkhart, Indiana 46514
PROXY STATEMENT
This proxy statement is furnished to stockholders of Shelter
Components Corporation (the "Corporation") in connection with the
Board of Directors' solicitation of proxies to be used at the
1995 Annual Meeting of Stockholders to be on May 10,
1995 at 9:00 a.m. local time, or any adjournments thereof, for
the purpose of considering and acting upon the matters referred
to in the preceding Notice of Annual Meeting and more fully
discussed below. This proxy statement was first mailed to
stockholders on or about April 10, 1995. A proxy in the enclosed
form duly executed and returned to the Corporation prior to the
closing of the polls at the meeting will be voted, and in respect
of the proposals for which the proxy provides a choice in
accordance with the choice specified, and if there is no choice
specified, then in accordance with the recommendation of the
Board of Directors. The person appointing a proxy may revoke the
appointment by making a later appointment received by the
Corporation, or by giving written notice of revocation to the
Corporation, or by giving notice of revocation in open meeting,
but no revocation shall affect any vote taken prior to the
revocation.
On April 3, 1995 the record date for the meeting, the outstanding
voting securities of the Corporation consisted of 5,738,557
shares of common stock of a par value of $.01 each, all of one
class. Each stockholder is entitled to one vote for each share
of stock held. Only stockholders of record as of the close of
business on the record date will be entitled to vote at the
meeting.
NOMINATION AND ELECTION OF DIRECTORS
The Corporation's by-laws classify the Board of Directors into
three classes, as nearly equal in number as possible, each of
whom serves for three years. The term of office of one class of
directors expires each year in rotation so that one class is
elected at each Annual Meeting for a full three-year term. The
terms of the four Class B directors will expire at this Annual
Meeting.
These four directors have been nominated for election for three-
year terms expiring at the Annual Meeting in 1998, or until their
successors are elected and qualified. The other six directors
will continue in office for the remainder of their terms as
indicated.
If the enclosed form of proxy is returned duly executed, it is
intended that the shares represented thereby will be voted for
the nominees hereinafter named unless authority to vote for a
particular nominee or all nominees is withheld. Should any such
<PAGE>
nominee become unavailable for election, which is not
anticipated, the persons authorized to vote the enclosed form of
proxy may vote the shares for a substitute nominee as may be
selected by the Board. The statements hereinafter contained in
regard to principal occupation or employment, other directorships
and beneficial ownership of stock of the Corporation are based on
information furnished to the Corporation by the nominees and the
directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH
OF THE NOMINEES LISTED BELOW
DIRECTOR NOMINEES - FOR TERM EXPIRING IN 1998
CLASS B DIRECTORS
WILLIAM N. HARPER, age 50, Vice President and Controller of Clark
Equipment Company, a manufacturer, has been employed in an
executive capacity by Clark for the past 23 years. Mr. Harper
has been a Director since May 1990. Mr. Harper serves as a
Director for VME Group N.V., CAPCO Automotive Products Corp., and
several subsidiaries of Clark Equipment Company.
RONALD D. MINZEY, age 64, had been a director of Shelter
Components, Inc., a predecessor corporation from 1983 until 1986.
For more than ten years Mr. Minzey has been a private investor
investing in companies primarily in the Northern Indiana area.
Prior to that Mr. Minzey was President of Kinder Manufacturing, a
furniture supplier to the Manufactured Housing and Recreational
Vehicle industries. He is also a director of Barger Packaging
Corporation and Director Emeritus of Society National Bank,
Indiana N.A., a banking company.
LARRY D. RENBARGER, age 56, had been a director of Shelter
Components, Inc., a predecessor corporation since 1979. He
became Chief Executive Officer of Shelter Components, Inc. in
1979. Mr. Renbarger has been President and Chief Executive
Officer of the Corporation since May 1992. Mr. Renbarger had
served as the President of Shelter Components of Indiana, Inc., a
major subsidiary of the Corporation from August 1987 through May
1992.
MARK C. NEILSON, age 36, has served as Treasurer of the
Corporation since 1986 and as Secretary of the Corporation since
1990. Mr. Neilson has served as a Director since May 1992.
Prior to 1986, Mr. Neilson was employed as a CPA with McGladrey &
Pullen since 1980.
OTHER DIRECTORS
CLASS C DIRECTORS - TERM EXPIRING IN 1996
WILLIAM J. BARRETT, age 55, had been a director of Thunander
Corporation, a predecessor corporation, since 1981. He has been
a Senior Vice President of Janney Montgomery Scott Inc.,
investment bankers, since January 1978. Mr. Barrett has been
<PAGE>
Chairman of the Board since August 1987. Mr. Barrett is also a
director of Supreme Industries, Inc., a specialized truck body
manufacturer, Frederick's of Hollywood, Inc., an apparel
marketing company, Ceron Resources, Inc., a natural resources
development company, Contempri Homes, Inc., a modular housing
manufacturer, TGC Industries, Inc., a geophysical services
company and specialty packaging manufacturer, and Transmedia
Network, Inc., a specialized finance charge card company.
HERBERT M. GARDNER, age 55, had been a director of Thunander
Corporation, a predecessor corporation, since 1981. He has been
a Senior Vice President of Janney Montgomery Scott Inc.,
investment bankers, since January 1978. Mr. Gardner is also a
director of Transmedia Network, Inc., a specialized finance
charge card company, Nu Horizons Electronics Corp., an electronic
components distributor, Contempri Homes, Inc., a modular housing
manufacturer, Chairman of the Board and President of Supreme
Industries, Inc., a specialized truck body manufacturer, TGC
Industries, Inc. a geophysical services company, and specialty
packaging manufacturer, and Hirsch International Corp., a
distributor of computerized embroidery machines and application
software.
CORNELIUS J. MURPHY, age 57, had been a director of Shelter
Components, Inc., a predecessor Corporation, since 1979. Mr.
Murphy had been President and a director of Shelter since January
1979. Mr. Murphy is the former President of Danube Carpet Mills,
Inc., a major subsidiary of the Corporation and former Vice
Chairman of the Board of the Corporation.
CLASS A DIRECTORS - TERM EXPIRING IN 1997
ARTHUR M. BORDEN, age 74, had been a director of Thunander
Corporation, a predecessor corporation, since 1985. He is of
counsel to the law firm of Rosenman & Colin and also a director
of Foodarama Supermarkets, Inc., an operator of a chain of
supermarkets, and Scientific Industries, Inc., a manufacturer of
laboratory testing instruments and equipment.
WILLIAM B. RIBLET, age 56, is Vice President of Sales and
Director of Lippert Components, Inc., a private company supplying
steel components to the manufactured housing, office units, and
recreational vehicle industries. He was an Executive Vice
President and Vice Chairman of the Board of Directors of
Thunander Corporation, a predecessor corporation, from March 1986
until May 1990.
RICHARD E. SUMMERS, age 65, had been a director of Shelter
Components, Inc., a predecessor corporation, since 1976. He had
been President and Chief Executive Officer from August 1987
through May 1992. Mr. Summers had been Chairman of the Board of
Shelter Components, Inc., a predecessor corporation, since 1976
and was also President and Treasurer of such company until
January 1985. Mr. Summers now serves as Vice Chairman and General
Counsel for the Corporation.
<PAGE>
DIRECTOR COMMITTEES, MEETINGS AND FEES
The Corporation's Board of Directors met four times in 1994. All
directors attended a majority of the meetings. The Corporation's
outside directors' fee arrangement for 1994 was $1,000 for each
Board of Directors meeting attended. The Board's Chairman,
Mr. Barrett, received $24,000 in director fees in 1994 under an
informal agreement, which expired December 31, 1994. The
Corporation's 1995 fee arrangement for outside directors is
$1,500 for each Board of Directors meeting attended plus an
annual retainer fee of $6,000 per director. There are no fees
paid to directors who are also officers of the Corporation or its
subsidiaries, or other fee arrangements established by the
Corporation for directors for special assignments except for
reimbursement of expenses related to meeting attendance.
The Corporation's Board of Directors has an Audit Committee which
met three times during 1994. The Audit Committee is comprised of
Messrs. Minzey, Gardner, Harper and all Committee members
attended all meetings.
The Corporation's Board of Directors has a Compensation Committee
comprised of Messrs. Murphy, Barrett and Summers. This Committee
met four times during 1994 and all members attended all meetings.
BENEFICIAL OWNERSHIP OF SHARES
The following tables reflect, as of March 15, 1995, any person
known to the Corporation to be the beneficial owner of more than
five percent of any class of the Corporation's voting securities,
consisting of common stock only, as well as the total number of
shares of common stock beneficially owned by each director, and
the directors and officers of the Corporation as a group.
<PAGE>
<TABLE>
<CAPTION>
Five Percent Beneficial Ownership
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
-----------------------------------------------------------------------------
<S> <C> <C>
Gardner-Lewis Asset Management, Inc.
5803 Kennett Pike; Wilmington, DE 19807 583,095 10.2%
FMR Corp. (Fidelity Investments)
82 Devonshire Street; Boston, MA 02109 379,325 6.6
Larry D. Renbarger
P.O. Box 4026; Elkhart, IN 46515 368,500 6.4
Kennedy Capital Management, Inc.
425 N. New Ballas Road; St. Louis, MO 63141 310,350 5.4
Wellington Management Company
75 State Street; Boston, MA 02109 304,700 5.3
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
Beneficial Ownership of Directors and Officers
Name Amount and Nature of Percent
Beneficial Ownership of Class
---------------------------------------------------------------------------------
<S> <C> <C>
Larry D. Renbarger 368,500 6.4%
Cornelius J. Murphy 139,916 (1) 2.4
William J. Barrett 109,864 (2) 1.9
Herbert M. Gardner 82,869 (3) 1.5
Richard E. Summers 20,290 *
Mark C. Neilson 18,125 (4) *
Arthur M. Borden 12,069 *
William B. Riblet 2,343 *
Ronald D. Minzey 1,275 *
William N. Harper 187 *
All officers and directors
as a group (11 persons) 755,438 13.2%
(*Less than 1% of class of stock owned.)
<FN>
(1) Includes 54,500 shares owned by Mrs. Murphy.
(2) Includes 9,562 shares held by Mrs. Barrett, 8,437 of which are held
individually and the balance as custodian for certain children of Mr. and Mrs.
Barrett, as to which shares both of them disclaim beneficial ownership.
(3) Includes 6,093 shares owned by Mrs. Gardner.
(4) Includes option to purchase 9,375 shares, not yet exercised.
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Some of the subsidiaries of the Corporation lease office and
warehouse facilities from ELJO Investments, a partnership of
which Directors Minzey, Murphy, Renbarger and Summers are
partners. Such leases are described in the Notes to Consolidated
Financial Statements which are a part of the 1994 Annual Report
to Stockholders which accompanies this Proxy. The Corporation
believes that the terms of these leases are at least as favorable
to the Corporation as those which could have been obtained from
unrelated parties. Also, the Corporation has an option to
purchase these facilities from the partnership upon the
expiration of the existing leases in January 1996.
STOCK OPTION AND INCENTIVE PLAN
The Corporation has a Key Employee Stock Incentive Plan (the
"Plan") with respect to 585,938 shares of its Common Stock. The
Plan authorizes either the Board of Directors or a Stock
Incentive Committee (the "Committee") comprised of at least three
board members appointed by the Board of Directors of the
Corporation, to grant options, (incentive or nonqualified) with
each option exercisable at a price equal to at least 100%
(incentive) (110% in the case of an incentive option awarded to a
person who owns stock, possessing more than 10% of the total
<PAGE>
combined voting power of the Corporation) or 75% (nonqualified)
of the fair market value of the shares on the date of grant, to
those key employees or eligible directors of the Corporation
designated by the Board or the Committee.
The options are to have a duration of not more than five years
and may be exercised only if the employee remains in the employ
of the Corporation, except in the event of death or disability,
in which case they will be exercisable for a period of six months
from the date of death or disability with respect to the number
of shares purchasable at the time of death or disability, or as a
result of termination without cause by the Corporation, in which
event they will be exercisable in the 90-day period following
such termination with respect to the number of shares purchasable
at the time of termination or as a result of termination under
any deferred compensation agreement or retirement plan of the
Corporation. Options issued under the Plan as incentive stock
options will not be exercisable prior to the exercise of
outstanding incentive stock options previously granted to the
employee by the Corporation or any subsidiary of the Corporation.
The options will contain such other terms as the Board or the
Committee may determine, including whether they are exercisable
installments and the amounts of such installments. Grants of
incentive stock options to an employee are limited to $100,000
fair value of the shares plus fifty percent of the $100,000
limitation not utilized in the prior two years. The Plan also
authorizes the Board or Committee to award stock appreciation
rights with respect to options granted. The following reflects
activity under the Plan since its inception: (All options have
been adjusted to reflect the effects of all stock splits.)
<TABLE>
<CAPTION>
Options Options Option Options
Options Options (Expired or Outstanding Price Available
Year Granted (Exercised) Cancelled) End of year Range End of Year
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1985 -- -- -- -- N/A 585,938
1986 234,375 -- -- 234,375 $1.92-2.56 351,563
1987 -- -- -- 234,375 1.92-2.56 351,563
1988 -- -- -- 234,375 1.92-2.56 351,563
1989 9,375 -- -- 243,750 1.92-2.56 342,188
1990 18,750 -- (117,188) 145,312 1.92-2.56 440,625
1991 145,313 -- (117,188) 173,437 1.93-2.53 412,500
1992 -- (19,921) (5,625) 147,891 1.93-2.53 418,125
1993 148,500 (30,237) (8,439) 257,715 1.93-8.67 278,064
1994 -- (19,907) -- 237,808 1.93-8.67 278,064
</TABLE>
<PAGE>
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
The Corporation has a contributory defined contribution plan
which qualifies under Section 401(k) of the Internal Revenue
Code. The plan covers substantially all employees and the
Corporation contributes to the plan on a discretionary basis.
Expenses under the plan aggregated $198,000, including
administrative expenses of the plan, for the year ended December
31, 1994.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid
by the Corporation for services rendered during fiscal years
1994, 1993 and 1992 for the person who was Chief Executive
Officer at the end of the last fiscal year and the other most
highly compensated executive officer of the Corporation whose
salary and bonus exceeded $100,000 in 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation
Compensation (1) Awards
----------------------- ---------------
(a) (b) (c) (d) (e) (f)
Name and Salary Bonus Options All Other
Principal Position Year ($) ($)(2) (#) Compensation ($)(3)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Larry D. Renbarger 1994 $161,000 $165,000 0 $8,210
CEO and President 1993 150,000 238,000 0 8,116
1992 150,000 153,000 0 8,767
Mark C. Neilson 1994 77,000 77,000 0 $6,950
Secretary-Treasurer 1993 70,000 70,000 0 6,788
1992 70,000 70,000 0 7,092
---------------
<FN>
(1) Compensation deferred at the election of the Executive, pursuant to the Corporation's 401(k) plan, is
included in the year earned.
(2) Cash bonuses for services rendered in fiscal year 1994, 1993 and 1992 have been listed in the year
earned, but in some cases were paid in the subsequent year. Bonuses were calculated based on the
consolidated earnings attained by the operations of the Corporation.
(3) Comprised of automobile allowance and the Corporation's contribution to the Executive's 401(k) account.
</TABLE>
Aggregate Option/SAR Exercises In Last Fiscal Year and
Fiscal Year-End Option Value Table
<PAGE>
The following table shows stock option exercises by the named
executive officer during 1994, including the aggregate value
realized by such officer on the date of exercise. In addition,
this table includes the number of shares covered by both
exercisable and non-exercisable stock options as of December 31,
1994. Also reported are the values for "in-the-money" options
(options whose exercise price is lower than the market value of
the shares at fiscal year end) which represent the spread between
the exercise price of any such existing stock options and the
year-end market price of the stock.
1994 Stock Option Exercises, Outstanding Grants and Value
Realized As Of 12/31/94
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year End at Fiscal Year End (2)
Shares ---------------------------- -------------------------
Acquired Value Exercisable Unexercisable(1) Exercisable Unexercisable
Name on Exercise Realized (3)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark C. Neilson -- -- 7,031 2,344 $66,443 $22,151
<FN>
-----------------
(1) The shares represented could not be acquired by the respective executive as of December 31, 1994.
(2) Amounts reflecting gains on outstanding options are based on the December 31, 1994, closing stock
price, which was $11-3/8.
(3) Options were granted on June 1, 1991 at fair market value and become exercisable 25% on the first,
second, third and fourth anniversary of the grant date.
</TABLE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is made up
of Messrs. Barrett, Murphy and Summers and has overall
responsibility to review and recommend broad-based compensation
plans to the Board of Directors as well as to recommend specific
salary levels for corporate officers including the Chief
Executive Officer, the Secretary-Treasurer and any Vice
Presidents. The Compensation Committee is also responsible to
recommend specific compensation plans for the head of each
subsidiary or division.
The Compensation Committee and the management of the Corporation
are committed to the principle that pay should be commensurate
with the operational performance of the Corporation, and as a
result, a large part of executive compensation can be in the form
<PAGE>
of bonuses based on earnings attained by the operations which are
under the direction and control of specific corporate officers.
The compensation philosophy for base salary is to set the middle
of the salary range based upon the salary range of other
companies in comparable industries and of comparable size. The
philosophy for incentive bonus compensation is to provide rewards
when profits are achieved and to be assured that rewards are not
provided when profits and financial objectives are not achieved.
Additionally, current medium and long-term incentive plans,
namely, incentive stock options, are based on the Corporation's
common stock which more closely aligns the interests of the
executives with the long-term interest of the stockholders.
During the year 1994, there were no options granted to the
executive officers of the Corporation.
In the early part of each fiscal year, the Compensation Committee
reviews with the Chief Executive Officer an annual salary plan
for the Corporation's senior executives (other than the Chief
Executive Officer). This salary plan is based on industry, peer
group and performance judgements as to the past and expected
future contributions of the individual senior executives. The
Compensation Committee reviews and fixes the base salary of the
Chief Executive Officer based on similar competitive compensation
and the Committee's assessment of his past performance, its
expectation as to his future contributions in leading the
Corporation and its businesses, and on information obtained
relative to compensation paid by peer companies.
The Compensation Committee of the Board of Directors of
Shelter Components Corporation:
William J. Barrett
Richard E. Summers
Cornelius J. Murphy
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Mr. Summers, who is a member of the Corporation's Compensation
Committee, was President and Chief Executive Officer of the
Corporation until May of 1992. Subsequent to that date, he has
been General Counsel of the Corporation and Vice Chairman of the
Board.
SHARE OWNER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly change in
the cumulative total share owner return on the Corporation's
common stock against the S&P Homebuilding Index, which is
considered to be a peer group to the Corporation, and the total
return of the S&P Composite 500 Stock Index.
<PAGE>
<TABLE>
<CAPTION>
SHELTER COMPONENTS CORPORATION
Comparison of 5-Year Cumulative Total Return
Shelter Components Corporation, S&P Homebuilding Index
and S&P 500 Index**
[insert performance graph]
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Shelter Components Corp. $100 $ 66 $ 97 $466 $546 $539
S&P Homebuilding Index $100 $ 82 $154 $189 $249 $144
S&P 500 Index $100 $ 97 $126 $136 $150 $152
</TABLE>
Assumes $100 invested on January 1, 1990 in Shelter Components
Corporation Stock, S&P Homebuilding Index and S&P 500 Index
**Fiscal year ended December 31.
PRINCIPAL ACCOUNTANT
Representatives of Coopers and Lybrand L.L.P., the Corporation's
independent accountants for the year 1994, will be present at the
Annual Meeting and will have the opportunity to make statements
as they may desire. They will also be available to respond to
appropriate questions from the stockholders present.
EXPENSES OF SOLICITATION
The Corporation will bear the cost of preparing and mailing this
statement with the accompanying proxy and other material. In
addition to the use of the mails, officers and employees of the
Corporation and its subsidiaries may solicit proxies personally
or by fax, telegram or telephone. Banks, brokerage houses, and
other institutions, nominees or fiduciaries may be requested to
forward the soliciting material to their principals to obtain
authorizations for the execution of proxies. The Corporation
will, upon request, reimburse banks, brokerage houses, and other
<PAGE>
institutions, nominees and fiduciaries for reasonable expenses in
forwarding proxy material to their principals.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1996
Annual Meeting of stockholders must be received by the Secretary
of the Corporation no later than January 1, 1996 for
consideration for inclusion in the proxy statement and form of
proxy for that meeting.
OTHER BUSINESS
The Corporation is not aware of any other matters which may be
presented for action at the Annual Meeting other than the matters
set forth herein. Should any other matters be presented for a
vote of the stockholders, the proxy in the enclosed form provides
for discretionary voting authority upon the persons voting such
proxy.
FINANCIAL INFORMATION
A copy of the Corporation's Annual Report on Form 10-K will be
provided without charge to shareholders upon written request to:
Investor Relations
Shelter Components Corporation
P.O. Box 4026
Elkhart, Indiana 46515.
By Order of the Board of Directors
/s/ Mark C. Neilson
Mark C. Neilson
Secretary/Treasurer
April 10, 1995
<PAGE>
[Proxy Card]
<TABLE>
<CAPTION>
SHELTER COMPONENTS CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Larry D. Renbarger or Mark C.
Neilson, or either of them, as proxies, with full power to
appoint their substitutes, and hereby authorizes them to
represent and to vote, as designated below, all the shares of
Common Stock held of record by the undersigned at the Annual
Meeting of Stockholders of Shelter Components Corporation to be
held on May 10, 1995 at 9:00 A.M. Eastern Standard Time, at The
Ramada Inn, 3011 Belvedere Road, Elkhart, Indiana, or any
adjournment thereof.
(To be Signed on Reverse Side)
[X] Please mark your
votes as in this
example.
<S> <C> <C> <C> <C>
For Withheld Nominees: William H. Harper
1. Election [ ] [ ] Ronald D. Minzey
of Larry D. Renbarger
Directors: Mark C. Neilson
INSTRUCTION: To withhold authority to vote
for any individual nominee, write that nominee's
name on the line provided below.
________________________________________________
For Against Abstain
2. To approve the recommendation of the Board [ ] [ ] [ ]
of Directors that Coopers & Lybrand be
choosen to serve as the principal accountant
for the year 1995, and
3. To take action on all matters that may properly come before the meeting
and at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE _________________________ DATE __________
SIGNATURE ___________________________________ DATE ____________
<PAGE>
NOTE: (Please sign exactly as your name appears here. When shares are held
by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer.)
</TABLE>
