WHITE DAVID INC, DEF 14A, 1996-03-25

WHITE DAVID INC
DEF 14A, 1996-03-25
MEASURING & CONTROLLING DEVICES, NEC

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<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)

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
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12

David White, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

David White, Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[ ] $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:(1)

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

[ ] 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:

- --------------------------------------------------------------------------------
- ----------------------
(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

DAVID WHITE, INC.
11711 River Lane
P.O. Box 1007
Germantown, WI 53022

NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 7, 1996

TO THE SHAREHOLDERS OF DAVID WHITE, INC.:

NOTICE IS HEREBY GIVEN that the 1996 annual meeting of shareholders of
David White, Inc., a Wisconsin corporation ("Company"), is scheduled to be held
on Tuesday, May 7, 1996 at 3:00 P.M. in the Company's corporate offices at 11711
River Lane, Germantown, Wisconsin for the following purpose:

1. To elect two directors, each for a three-year term to expire at the
Company's 1999 annual meeting of shareholders.

Shareholders of record as of the close of business on March 8, 1996 will be
entitled to notice of, and to vote at, the annual meeting and any adjournment
thereof.

Even if you plan to attend the annual meeting, please complete, date and
sign the enclosed proxy appointment form and mail it promptly in the enclosed
envelope. If you attend the annual meeting, you may revoke your proxy
appointment and vote your shares in person. Your attention is directed to the
attached Proxy Statement and the accompanying proxy appointment form.

DAVID WHITE, INC.

LOGO
Tony L. Mihalovich
President and Chief Executive Officer

Germantown, Wisconsin
March 25, 1996

YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE DATE THE ENCLOSED PROXY
APPOINTMENT FORM, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS
YOUR NAME APPEARS THEREON AND RETURN IMMEDIATELY IN THE ENVELOPE PROVIDED.
<PAGE> 3

DAVID WHITE, INC.

PROXY STATEMENT

FOR
1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1996

GENERAL INFORMATION

This Proxy Statement and accompanying proxy appointment form are being
furnished to the shareholders of David White, Inc., a Wisconsin corporation
("Company"), beginning on or about March 25, 1996, in connection with the
solicitation by the Board of Directors of the Company ("Board") of proxy
appointments for use at the Company's 1996 annual meeting of shareholders
scheduled to be held on Tuesday, May 7, 1996 at 3:00 P.M. in the Company's
corporate offices at 11711 River Lane, Germantown, Wisconsin and at any
adjournment thereof ("Meeting"), for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders and in this Proxy Statement.

Only shareholders of record as of the close of business on March 8, 1996
("Record Date") are entitled to notice of, and to vote at, the Meeting. As of
the Record Date, the Company's outstanding voting securities consisted of
457,323 shares of Common Stock. The record holder of each outstanding share of
Common Stock as of the Record Date is entitled to one vote per share for each
proposal submitted for consideration at the Meeting. Wisconsin law and the
Company's By-laws require the presence of a quorum for the Meeting, defined here
as a majority of the shares of the Company's Common Stock entitled to vote at
the Meeting, represented in person or by proxy. Votes withheld from director
nominees will be counted in determining whether a quorum is present.

A proxy appointment form, in the enclosed form, which is properly executed,
duly returned to the Company or its authorized representatives or agents and not
revoked will be voted in accordance with the instructions contained therein.
With regard to the election of directors, votes may be cast in favor or
withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect. If no specification is indicated on the proxy appointment
form, the shares represented thereby will be voted FOR the Board's two director
nominees set forth herein, and on such other business or matters which may
properly come before the Meeting in accordance with the best judgment of the
proxies named in the proxy appointment form.

Director nominees are elected by a plurality of the votes cast by the
shares entitled to vote in the election at the Meeting, which means that a vote
withheld from a particular nominee or nominees will not affect the outcome of
the election of directors. Under the rules of The New York Stock Exchange, Inc.,
brokers who hold shares in street name have authority to vote on certain items
when they have not received instructions from beneficial owners. Brokers that do
not receive instructions are entitled to vote in the election of directors. The
votes represented by a proxy appointment card submitted by a broker where the
broker does not expressly vote for the director nominees or expressly withhold
authority, will be cast in favor of the director nominees.

Execution of a proxy appointment form given in response to this
solicitation will not affect a shareholder's right to attend the Meeting and to
vote in person. Presence at the Meeting of a shareholder who has signed a proxy
appointment form does not in itself revoke the appointment of a proxy. Each
proxy appointment may be revoked by the person giving it at any time before the
exercise thereof by giving written notice to such effect to the Secretary of the
Company, by execution and delivery of a subsequent proxy appointment form or by
attendance and voting in person at the Meeting, except as to any matter upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred upon such proxy.
<PAGE> 4

ELECTION OF DIRECTORS

The terms of two Directors expire in connection with the 1996 Annual
Meeting. The Board has nominated Marshall A. Loewi and R. Ron Heiligenstein to
be elected at the Meeting for three-year terms to expire at the Company's 1999
annual meeting of shareholders. On February 22, 1996, the Board unanimously
approved a resolution to amend Section 3.01 of the Company's By-laws to reduce
the size of the Board from seven directors to five directors. Prior to that
amendment, there were two vacancies on the Board, as Mr. Richard H. Bromley
declined to stand for re-election after his term expired during 1994, and Mr.
Hans-Rudolf Ammann resigned from the Board when he repurchased the 90% stock
interest of Ammann Lasertechnik, AG, formerly held by the Company.

It is intended that the proxies named on the accompanying proxy appointment
form will vote for the election of the Board's nominees. Messrs. Loewi and
Heiligenstein are current members of the Board. If any nominee should become
unable to serve as a director prior to the Meeting, the shares represented by
Board-solicited proxy appointments which indicate a vote for all nominees or
which include no specification will be voted for the election of such other
person as the Board may recommend in place of such nominee.

Certain information about Messrs. Loewi and Heiligenstein and the current
members of the Board, is set forth below.

THE BOARD RECOMMENDS A VOTE FOR MESSRS. LOEWI AND HEILIGENSTEIN AS
DIRECTORS.

<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK
BENEFICIALLY
NAME OF INDIVIDUAL PRINCIPAL OCCUPATION DIRECTOR OWNED ON RECORD PERCENT
OR NUMBER IN GROUP AGE OR EMPLOYMENT(1) SINCE DATE(2) OF CLASS
- ---------------------------- --- --------------------------------- -------- ---------------- --------
<S> <C> <C> <C> <C> <C>
NOMINEES WHOSE TERMS WILL EXPIRE IN 1999
Marshall A. Loewi 68 Chairman of the Board of the 1980 56,445 12.3
(3)(4) Company. President and Chief
Executive Officer of Milwaukee
Resistor Corporation
(manufacturer of power resistors
and specialized resistance
products).
R. Ron Heiligenstein 63 Business consultant to various 1988 40,000 8.7
(4)(5)(6) business enterprises
DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
Michael S. Ariens 64 President of Ariens Company 1980 1,500 *
(3)(5) (manufacturer of outdoor power
equipment). Mr. Ariens is also a
director of Wisconsin Public
Service Corporation (public
utility company).
Tony L. Mihalovich 48 President and Chief Executive 1992 11,927 2.6
(8) Officer of the Company
DIRECTOR WHOSE TERM WILL EXPIRE IN 1997
Charles D. Jacobus 69 President of Jacobus Co. 1983 11,300 2.5
(3)(4)(5) (diversified company with
interests in petroleum and home
security systems).
</TABLE>

2
<PAGE> 5

- ------------------------
* Less than l%.

(1) Unless otherwise indicated in the footnotes, each director has been employed
in his present listed principal occupation for five years or more.

(2) Except for Mr. Loewi or as otherwise indicated in the footnotes below, all
of the other directors have sole voting and investment power over the Common
Stock identified as beneficially owned, except to the extent such power is
shared by spouses under applicable state law. The shares of Common Stock
listed as owned by the indicated group include 39,607 shares over which
beneficial ownership is shared with others and 16,439 shares receivable by
executive officers upon the exercise of vested incentive stock options that
are exercisable within sixty (60) days of the Record Date and which were
granted under the Company's 1992 Stock Option Plan. The beneficial ownership
of Common Stock held by Messrs. Heiligenstein and Loewi is described in
further detail under "Principal Shareholders."

(3) Current member of Executive Committee.

(4) Current member of Audit Committee.

(5) Current member of Compensation and Stock Option Committee.

(6) Mr. Heiligenstein was an independent business consultant to the Company from
1985 to 1992. Mr. Heiligenstein's listed share ownership includes 16,000
shares of Common Stock receivable upon the exercise of vested stock options
that are exercisable within sixty (60) days of the Record Date.

(7) As one of the conditions required by Mr. Ammann to the Company's acquisition
of Ammann Lasertechnik AG on June 30, 1989, Mr. Ammann was appointed to the
Board. Mr. Ammann was the founder, president and principal shareholder of
Ammann Lasertechnik for over five years prior to the acquisition. Mr. Ammann
resigned from the Board and sold all of his stock in the Company to the
Company as part of the transaction in which he repurchased the 90% stock
interest of Ammann Lasertechnik formerly held by the Company. All of Mr.
Ammann's stock options in the Company were also terminated as part of that
transaction.

(8) Mr. Mihalovich was elected President and Chief Executive Officer of the
Company effective as of November 16, 1992, after serving as Interim
President and Chief Operating Officer from October 9, 1992. Mr. Mihalovich
was also Secretary from January 1992 until May 1993. From October 1989 until
October 16, 1992, Mr. Mihalovich served as the Company's Executive Vice
President and Chief Operating Officer. Mr. Mihalovich's listed share
ownership includes 11,250 shares of Common Stock receivable upon the
exercise of vested incentive stock options that are exercisable within sixty
(60) days of the Record Date and which were granted under the Company's 1992
Stock Option Plan.

3
<PAGE> 6

The Board met eight times during 1995 and took unanimous action by consent
twice in 1995.

The Executive Committee met twice in 1995. The Executive Committee's
principal function is to act on behalf of the Board between meetings. The
Executive Committee also performs the functions of a nominating committee.
Shareholders entitled to vote at the Meeting who wish to propose other director
nominees for shareholder consideration at the Meeting may do so only by giving
written notice of such an intent to the Secretary of the Company not less than
thirty (30) days in advance of the Meeting and otherwise complying with the
Company's By-laws. Such notice must specify, among other things, the nominee's
name, biographical data and qualifications.

The Audit Committee met once in 1995. Its principal functions are to
annually approve the engagement of the Company's independent auditing firm,
review with such auditors the plan and scope of their audit and the findings
thereof, review the Company's internal auditing procedures and controls, and
review and approve various other matters relating to the Company's auditing,
accounting and financial practices, procedures, policies and reports.

The Compensation and Stock Option Committee met twice in 1995 and took
unanimous action by consent once in 1995. Its principal functions are to review
and establish the compensation, bonuses, pensions, insurance and benefits of
principal officers and key employees of the Company (and its subsidiary),
administer the Company's 1981 Stock Option Plan, 1992 Stock Option Plan and 1995
Stock Option Plan, and approve other incentive, compensatory or benefit plans
for Company officers and employees.

No director attended less than 75% of the meetings held in 1995 of the
Board and committees thereof on which he served, except for Hans-Rudolf Ammann,
who resides in Switzerland and who resigned as a director during 1995.

PRINCIPAL SHAREHOLDERS

The following table sets forth information as of the Record Date with
respect to the Common Stock of the Company owned by each person or entity who is
known by the Company to be the beneficial owner of more than 5% of the Common
Stock.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON STOCK
--------------------------------------------------------------
SOLE VOTING SHARED VOTING PERCENT
NAME AND ADDRESS OF AND INVESTMENT AND INVESTMENT OF
BENEFICIAL OWNER POWER POWER AGGREGATE CLASS
- ------------------------------------------ -------------- -------------- --------- -------
<S> <C> <C> <C> <C>
Marshall A. Loewi 17,838 38,607(1) 56,445 12.3
8920 W. Heather Lane
Milwaukee, WI 53224-0200
R. Ron Heiligenstein 40,000 -- 40,000 8.7
8210 N. Green Bay Road
Milwaukee, WI 53209 (2)
Charlotte H. Simmons 26,500 -- 26,500 5.8
500 Lakeland
Lake Bluff, IL 60044 (3)
William D. Van Dyke III 50,000 -- 50,000 10.9
111 E. Wisconsin Ave.
Milwaukee, WI 53202 (4)
Thomas A. Harenburg 47,910 -- 47,910 10.5
6360 E. Decorah
Oshkosh, WI 5490l (5)
</TABLE>

4
<PAGE> 7

- -------------------------
(1) The listed shares are held in a trust pursuant to which Mr. Loewi shares
investment power but retains sole voting power over the listed shares.

(2) The information listed is as of January 11, 1996, as reported by Mr.
Heiligenstein in an amendment to his Schedule 13D filed with the Securities
and Exchange Commission. In addition, the number of shares shown includes
16,000 shares with respect to which Mr. Heiligenstein possesses presently
exercisable options, granted pursuant to an agreement with the Company dated
January 11, 1990.

(3) The information listed is as of January 20, 1992, as reported by Mrs.
Simmons, as executrix of the Estate of Richard W. Simmons, in her Schedule
13D amendment filed with the Securities and Exchange Commission, except to
the extent information is otherwise known by the Company.

(4) The information listed is as of November 20, 1990 as reported by Mr. Van
Dyke in his Schedule 13D filed with the Securities and Exchange Commission,
except to the extent information is otherwise known by the Company.

(5) The information listed is as of September 9, 1992, as reported by Mr.
Harenburg in an amendment to his Schedule 13D filed with the Securities and
Exchange Commission.

(6) The information listed is as of February 14, 1996, as reported by Heartland
Advisors, Inc. in its Schedule 13G filed with the Securities and Exchange
Commission.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons who beneficially own more than ten percent
(10%) of the Company's stock, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than ten percent (10%) beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than ten percent (10%) beneficial
owners were complied with during 1995.

5
<PAGE> 8

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation
Name and ------------------------- All Other
Principal Position Year Salary Bonus Compensation
- ---------------------------- ----- --------- ------------ -------------
<S> <C> <C> <C> <C>
Tony L. Mihalovich, 1995 $140,000 $22,832(1) $4,042(2)(3)
President, Chief Executive
Officer, Director
</TABLE>

- ------------------------

(1) Upon the recommendation of the Compensation and Stock Option Committee, Mr.
Mihalovich was awarded a $22,832 discretionary bonus for 1995 pursuant to
the provisions of his employment agreement with the Company. Under his
employment agreement with the Company, Mr. Mihalovich may defer up to 25% of
his annual base compensation and 100% of his incentive compensation to be
held in a special deferred compensation account established for his benefit.
Funds credited to the account shall bear interest from the date they
otherwise would have been paid at the rate equal to the prime rate charged
by Firstar Bank Fond du Lac, determined and adjusted as of the first
business day of each calendar quarter, compounded quarterly. Subject to the
terms of the agreement, all deferred compensation will be payable upon the
termination of Mr. Mihalovich's employment or upon his death.

(2) Reflects Company contributions of $3,868.00 during 1995 to the defined
contribution portion of the Company's Employee Retirement Plan on behalf of
Mr. Mihalovich. The Company contributes annually to a separate account
established for each employee two percent (2%) of such employee's
compensation. Additionally, each participating employee can elect to
contribute an additional two percent (2%) to ten percent (10%) of his annual
compensation to the Retirement Plan and the Company will make a matching
contribution to the employee's account equal to twenty-five percent (25%) of
the employee's contribution up to the first six percent (6%) of such
contributions. All amounts accrued under the defined contribution provisions
of the Retirement Plan are fully vested after the earlier of five years of
credited service, death, total and permanent disability or retirement on or
after age 65.

(3) Each executive officer of the Company is entitled to life insurance coverage
of $100,000 which is greater than that available to employees generally
under the Company's group term policy. The compensation shown includes $174
of premium expense for the life insurance coverage in excess of $50,000,
which is treated as compensation to Mr. Mihalovich.

6
<PAGE> 9

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

The following table reflects unexercised options to purchase the Company's
Common Stock granted to the Company's Chief Executive Officer and held by him on
December 3l, 1995, under the 1992 Stock Option Plan and the Stock Option
Agreement dated April 20, 1994, between the Company and Mr. Mihalovich. No stock
options were exercised by him during 1995.

<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options at
Options at Fiscal Year Fiscal Year End
End (#) ($)(l)
----------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Tony L. Mihalovich 11,250 3,750 $67,556 $22,519
</TABLE>

- ------------------------

(l) Represents the difference between the closing price of the Company's Common
Stock on December 31, 1995 and the exercise price of the options. Calculated
based upon a December 31, 1995 market price of $12.63 per share of the
Company's Stock, representing the average between the closing bid price of
$12.00 and the ask price of $13.25 on that date.

DIRECTORS' COMPENSATION

During 1995, each director who was not also an officer and full time
employee of the Company, is entitled to receive $650 for each Board meeting and
$350 for every other committee meeting attended. Directors who were officers and
full time employees of the Company or its subsidiary received no separate
compensation for service as a director. All directors are entitled to
reimbursement for their out-of-pocket expenses incurred in attending meetings.
Some directors voluntarily elected not to accept all compensation to which they
were entitled for all meetings they attended. During 1995, Messrs. Ariens,
Jacobus, and Loewi, received directors' fees in the amount of $5,250, and Mr.
Heilegenstein received directors' fees in the amount of $4,900.

During January 1990, Mr. Heiligenstein was granted options to purchase
16,000 shares of Common Stock at a price of $10 per share. The options vest in
four consecutive equal annual installments and are exercisable in whole or in
part beginning on January 11, 1994, unless otherwise accelerated at the
discretion of the Board under certain circumstances. The options were not
granted pursuant to the Company's 1981 Stock Option Plan.

EMPLOYMENT CONTRACT

The Company has an employment contract with Tony L. Mihalovich as President
and Chief Executive Officer of the Company. The agreement is for an initial term
of January 1, 1994 through December 31, 1994, and is subject to automatic
renewals on a year-to-year basis unless certain notice provisions are satisfied.
The agreement was amended on December 5, 1995, and the discussion herein
concerns the agreement as amended.

Under the agreement, Mr. Mihalovich is entitled to minimum base
compensation of $120,000 per year, subject to annual review and adjustment by
the Board of Directors. Mr. Mihalovich's base compensation is now $140,000 per
year. Mr. Mihalovich is also entitled to a discretionary bonus based upon annual
Company operating results. Mr. Mihalovich is also entitled to an annual
incentive bonus (not to exceed 30% of base compensation) equal to 10% of the
difference between the Company's after-tax operating profit and its cost of
capital for the year in question (as defined in the agreement). The basis for
calculating the annual incentive bonus shall be subject to annual review by the
Board of Directors.

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<PAGE> 10

Under the employment agreement, Mr. Mihalovich may defer up to 25% of his
annual base compensation and 100% of his incentive compensation to be held in a
special deferred compensation account established for his benefit. Funds
credited to the account shall bear interest from the date they otherwise would
have been paid at the rate equal to the prime rate charged by Firstar Bank Fond
du Lac, determined and adjusted as of the first business day of each calendar
quarter, compounded quarterly. Subject to the terms of the agreement, all
deferred compensation will be immediately payable upon the termination of Mr.
Mihalovich's employment or upon his death. Other benefits afforded to Mr.
Mihalovich include a Company vehicle (although Mr. Mihalovich pays 10 percent of
the lease payments for the vehicle through payroll deductions) and an annual
allowance for estate and tax planning.

Under the agreement, Mr. Mihalovich is restricted from competing, either
directly or indirectly, with the Company during the term of his employment and
for two years after termination of his employment. The agreement also provides
that if the Company terminates Mr. Mihalovich for any reason prior to the end of
the current term of employment, Mr. Mihalovich will be entitled to severance pay
of at least twelve months' worth of base compensation and benefits.

The agreement provides that, in the event Mr. Mihalovich's employment is
terminated following a "change of control," the Company shall pay Mr. Mihalovich
severance compensation equal to two times his base compensation plus a pro-rated
share of any incentive compensation otherwise due under the agreement, and shall
also continue Mr. Mihalovich's medical, disability and life insurance for twelve
months following his termination. Severance benefits are also payable if,
following a "change of control," either the Company terminates Mr. Mihalovich's
employment or Mr. Mihalovich resigns as a result of an involuntary (i)
reassignment to any position, duties or responsibilities inconsistent with his
position, duties or responsibilities as of the change of control; (ii) a
reduction in his base compensation below the base compensation as of the date of
the change of control, or a material reduction in his benefits or prerequisites;
or (iii) transfer to an office location outside of the Metropolitan Milwaukee
area. A "change of control" of the Company will be considered to occur, for
purposes of the agreement, if (i) any person becomes the beneficial owner of
more than 50% of the Company's common stock; (ii) any person or persons are
elected as a director or directors of the Company at a shareholders' meeting at
which management-solicited proxies are not voted in favor of such person or
persons; or (iii) the occurrence of certain events that would require disclosure
as a change of control in current reports filed with the Securities and Exchange
Commission or in a proxy statement.

EXECUTIVE OFFICER SEVERANCE AGREEMENTS

The Company has severance agreements with certain of its other current
executive officers and other key employees. These agreements were amended in
January 1991 and provide that, following a "change in control" of the Company,
the officer will be employed for two years in the same position, performing
equivalent duties and at the same location as in effect immediately prior to the
change in control. During the employment period the officer is entitled to
receive a salary based upon his annual compensation rate in effect on the date
of the change in control and to be included in the Company's benefit plans
available to employees of comparable status. If, during the employment period,
the officer's employment is terminated by the Company, other than for "cause"
(as defined in the agreement) or the officer's disability, or the officer's
duties are significantly and unreasonably reduced without his written consent
and the officer terminates his employment as a result thereof, the officer is
entitled to receive a lump sum termination payment equal to such officer's
annual salary. In addition to such a termination payment, the officer will also
be entitled to receive his accrued benefits under the Company's benefit plans or
individual retirement agreements. The agreements do not affect the terms of
employment of such officers prior to a change in control. A "change in control"
of the Company is generally defined in the agreements to occur if (i) any person
becomes the beneficial owner of 20% of the Company's voting securities; (ii) two
or more

8
<PAGE> 11

members of the Board are not "continuing directors"; or (iii) there shall be
consummated certain described business combination, sale or dissolution
transactions.

OTHER MATTERS

The Board has reappointed Deloitte & Touche to serve as the Company's 1996
independent auditors. Representatives of Deloitte & Touche are expected to be
present at the Meeting and will have an opportunity to make a statement if they
so desire. They will also be available to respond to appropriate questions.

The election of directors is the only substantive matter known to the Board
which will be presented for shareholder consideration at the Meeting. For other
business to be properly brought before the Meeting by a shareholder, such
shareholder must give written notice of such proposed business complying with
the Company's By-laws to the Secretary of the Company not less than thirty (30)
days in advance of the Meeting. If any other business or matters should properly
come before the Meeting, the proxies named in the accompanying proxy card will
vote on such business or matters in accordance with their best judgment.

The cost of soliciting proxy appointments for the Meeting will be borne by
the Company. The Company may solicit proxy appointments by mail, telephone,
telegram, facsimile or similar telecommunications transmissions or in person.
Proxy appointments may also be solicited by any of the foregoing methods by
certain directors, officers and regular employees, as yet undesignated, of the
Company. Such individuals will receive no extra compensation for their
solicitation efforts. The Company has also engaged Georgeson & Company, Inc. to
solicit proxy appointments on behalf of the Board in connection with the Meeting
at an anticipated cost of approximately $5,000 plus reasonable out-of-pocket
expenses. The Company will reimburse brokers and other nominees for their
reasonable expenses in communicating with the persons for whom they hold Common
Stock of the Company.

UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, ADDRESSED TO THE SECRETARY OF
THE COMPANY, 11711 RIVER LANE, P.O. BOX 1007, GERMANTOWN, WISCONSIN 53022, THE
COMPANY WILL PROVIDE TO SUCH SHAREHOLDER WITHOUT CHARGE A COPY OF ITS 1995
ANNUAL REPORT ON FORM 10-KSB (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

Any shareholder proposal intended for consideration at the 1997 annual
meeting of shareholders must be received by the Company no later than November
25, 1996 in order to be considered for inclusion in the Company's proxy
statement and proxy appointment form for that meeting.

DAVID WHITE, INC.

LOGO
Tony L. Mihalovich
President and Chief Executive
Officer

Germantown, Wisconsin
March 25, 1996

9
<PAGE> 12
APPENDIX

DAVID WHITE, INC.
ANNUAL MEETING OF SHAREHOLDERS -- MAY 7, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Tony L. Mihalovich and Michael S. Ariens the
proxies (with full power of substitution) of the undersigned to attend the
annual meeting of shareholders of David White, Inc. (the "Company") to be held
on May 7, 1996 at 3:00 p.m., Central Daylight Time, at the Company's offices at
11711 River Lane, Germantown, Wisconsin, and any adjournment thereof and to
vote all shares of stock of the Company held by the undersigned on March 8,
1996, as specified below and on any other matters that may properly come before
said meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY APPOINTMENT WILL
BE VOTED FOR ITEM 1.

THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR ITEM 1.
1. ELECTION OF DIRECTORS.

[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY
(except as marked to to vote for all
the contrary) nominees listed below

MARSHALL A. LOEWI AND R. RON HEILIGENSTEIN

(continued on reverse side)
<PAGE> 13

Dated: _______________________________________, 1996

___________________________________________________

____________________________________________________
Signature (Including title when signing for a corporation or
partnership or as an agent, attorney or fiduciary)

PLEASE MARK, SIGN AND RETURN PROMPTLY IN ACCOMPANYING ENVELOPE