REYNOLDS, SMITH AND HILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, JULY 24, 1998
To the Shareholders of
Reynolds, Smith and Hills, Inc.
The Annual Meeting of Shareholders of Reynolds, Smith and Hills, Inc.
will be held at the offices of the Company at 4651 Salisbury Road, Suite 400,
Jacksonville, Florida, 32256 on Friday, July 24, 1998 at 9:00 a.m., local time,
for the following purposes:
1. To elect eight Directors to serve until next year's Annual
Meeting of Shareholders and until their successors are elected
and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the 1999 fiscal year;
and
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
Shareholders of record at the close of business on June 20, 1998 will
be entitled to vote at the meeting.
By Order of the Board of Directors,
David K. Robertson
Secretary
Jacksonville, Florida
June 20, 1998
Whether or not you plan to attend the meeting, please execute and promptly
return the enclosed proxy in the envelope provided.
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
4651 Salisbury Road, Suite 400
Jacksonville, Florida 32256
PROXY STATEMENT
This proxy statement and the accompanying form of proxy are being
furnished to shareholders in connection with the solicitation of proxies by the
Board of Directors of Reynolds, Smith and Hills, Inc. (the Company) for use at
its Annual Meeting of Shareholders to be held on Friday, July 24, 1998. It is
proposed that this proxy statement and accompanying form of proxy will be sent
to the Company's shareholders on or about June 24, 1998.
The shares represented by your proxy will be voted in accordance with
your directions if the proxy is properly signed and returned to us before the
meeting. Your proxy may be revoked by written request that is received by the
Secretary of the Company before the Annual Meeting. If you are attending the
Annual Meeting, you may revoke your proxy at the meeting by voting in person.
The cost of soliciting proxies will be paid by the Company and is
expected to be nominal. Officers and other employees of the Company may solicit
proxies personally or by telephone in certain instances in an effort to have a
larger representation at the meeting.
Shareholders of record at the close of business on June 20, 1998, will
be entitled to vote. On that date there were 459,998 outstanding shares of
Common Stock. Each share of Common Stock is entitled to one vote. Shares of
Common Stock allocated to the account of a participant in the Company's 401(k)
Plan will be voted by the trustee in accordance with the participant's voting
instructions. Allocated shares of Common Stock for which no voting instructions
are received will be voted by the trustee in accordance with the 401(k) Plan in
its discretion.
Proxies solicited hereby will be voted FOR each of the following
proposals, and in accordance with the discretion of the named proxies on other
matters properly brought before the Annual Meeting, unless a vote against a
proposal or abstention is specifically indicated.
I. ELECTION OF DIRECTORS
Directors are elected to serve until the Annual Meeting of Shareholders
in 1999. The Board of Directors has no reason to expect that any of the
following nominees will be unable to stand for election, but in the event a
vacancy among the original nominees occurs prior to the Annual Meeting, the
proxies will be voted for a substitute nominee or nominees named by the Board of
Directors and for the remaining nominees.
The By-Laws of the Company provide that the Board of Directors shall be
comprised of at least one and not more than 15 persons, as determined by the
Board of Directors. The Board has passed a resolution, effective as of the date
of the shareholders' meeting, increasing the number of directors from seven to
eight.
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The eight nominees who receive the greatest number of votes cast for
the election of directors at the meeting shall become directors at the
conclusion of the tabulation of votes. Abstentions, broker non-votes and
withheld votes are not counted in determining the number of votes cast for any
nominee for director.
Certain information concerning each nominee for director of the
Company, including their principal occupations for the past five or more years,
is set forth below:
Leerie T. Jenkins, Jr. Principal positions are Chairman of the Board
and Chief Executive Officer of the Company, which he has held since June 1990.
Mr. Jenkins has been employed with the Company and predecessor companies for
over 26 years. He holds a Masters and Bachelors degree in landscape architecture
from the University of Michigan and University of Georgia, respectively. Age 49.
David K. Robertson. Principal positions are Executive Vice President,
which he has held since January 1995, Secretary, Treasurer, Chief Financial
Officer and Director of the Company, which he has held since June 1990. Prior to
January 1995 Mr. Robertson was Senior Vice President. Mr. Robertson has been
employed with the Company and predecessor companies for over 16 years. He
graduated from Florida State University with a degree in Business. Age 46.
Charles W. Gregg. Principal positions are Executive Vice President and
Chief Operating Officer which he has held since September 1995. He was appointed
Director of the Company in February 1998. Prior to September 1995 and since 1992
Mr. Gregg was Senior Vice President of the Company. He graduated from the
University of Florida with a degree in civil engineering and holds a Masters
degree from Rollins College, Crummer School of Business. Age 48.
Darold F. Cole. Principal positions are Senior Vice President and
Director of the Company, which he has held since June 1990. Mr. Cole has been
employed with the Company and predecessor companies for over 29 years. He
graduated from Kansas State University with a degree in electrical engineering.
Age 56.
J. Ronald Ratliff. Principal positions are Senior Vice President and
Director of the Company, which he has held since June 1990. Mr. Ratliff has been
employed with the Company and predecessor companies for over 20 years. He holds
a Masters and Bachelors degree from the University of South Florida. Age 49.
David E. Thomas, Jr. Director of the Company since February 1992. His
principal occupation is Senior Managing Director and Head of Investment Banking
of Raymond James and Associates, Inc., which he has held since July 1996. Mr.
Thomas joined Raymond James in 1987 and is a director of Laidlaw Environmental
Services, Inc. He graduated from Emory University with an M.B.A. and J.D.
degree. He also holds a Bachelors degree in Business Administration from the
University of Richmond. Age 41.
2
<PAGE>
Alexander P. Zechella. Director of the Company since February 1992. He
retired in 1985 after having served from 1984 as President, Chief Executive
Officer, Chief Operating Officer, and Director of The Charter Company. Prior to
joining The Charter Company in 1980, Mr. Zechella served in many capacities with
Westinghouse Corporation and retired as Northeast Region Vice President in 1980.
Mr. Zechella currently serves on the Board of Directors of Enviroq Corporation,
an environmental remediation firm located in Jacksonville, Florida. He holds a
Masters and Bachelors degree in civil engineering from Rensselaer Polytechnic
Institute. Age 77.
R. Ray Goode. His principal occupation is Vice President of Public
Affairs which he has held since he joined Ryder System, Inc. in November 1993.
Prior to joining Ryder, Mr. Goode served as president and chief executive
officer of We Will Rebuild, a non-profit agency established to rebuild Greater
Miami in the aftermath of Hurricane Andrew. He graduated from Pennsylvania State
University with a Master of Public Administration degree. He also holds a
Bachelor of Arts degree in political science and English from the University of
Charleston, West Virginia. Age 61.
The Board of Directors recommends a vote FOR the nominees set forth above.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of June 20, 1998, certain
information with respect to beneficial ownership of the Company's Common Stock
by (I) each director, (ii) each named executive officer and (iii) any person
beneficially owning more than 5%. Except as noted below, the Company believes
that each of the persons listed has sole investment and voting power with
respect to the shares included in the table.
Number of Percentage
Shares of
Beneficially Outstanding
Name Owned Shares
- ---- ------------ -----------
Leerie T. Jenkins, Jr. (a)(b)(c)(1) 69,489 15.0%
David K. Robertson (a)(b)(d)(1) 27,451 5.9%
Charles W. Gregg (a)(b)(e)(1) 10,887 2.4%
Darold F. Cole (a)(b)(2) 26,774 5.8%
J. Ronald Ratliff (a)(b)(f)(1) 36,004 7.8%
Joseph J. Hartnett (2)(g) 24,069 5.2%
Henry C. Luke, Jr. (b)(h)(3) 27,672 6.0%
David E. Thomas, Jr. (4) --- ---
Alexander P. Zechella (5) --- ---
Executive officers,
directors and beneficial
owners as a Group
(9 persons) 222,346 47.5%
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(a) Includes shares which may be purchased upon exercise of options which are
exercisable as of June 20, 1998 or become exercisable within 60 days thereafter,
for the following individuals; Mr. Jenkins - 1,822; Mr. Robertson - 1,400; Mr.
Gregg -2,400; Mr. Cole - 1,287; Mr. Ratliff - 1,341; All executive officers,
directors and beneficial owners as a group - 8,250.
(b) Participants in the Company's 401(k) plan may elect to have their
contribution as well as the Company's matching contribution invested in the
Company's common stock. The participant has both voting and dispositive control
of such shares which are held for the benefit of such participant by INVESCO
Retirement Plan Services, Inc., as trustee. The number of shares shown includes
shares held in the 401(k) plan as follows: Mr. Jenkins - 15,978; Mr. Robertson -
6,306; Mr. Gregg - 1,512; Mr. Cole - 8,174; Mr. Luke - 3,002; Mr. Ratliff -
7,926; all executive officers, directors and beneficial owners as a group -
42,898.
(c) Includes 51,689 shares held in trust with his spouse of which
investment power is held jointly.
(d) Includes 19,745 shares held with his spouse of which investment power
is held jointly.
(e) Includes 6,715 shares held with his spouse of which investment power is
held jointly.
(f) Includes 26,737 shares held in trust with his spouse of which
investment power is held jointly.
(g) Includes 24,069 shares held in trust with his spouse of which
investment power is held jointly.
(h) Includes 24,670 shares held with his spouse of which investment power
is held jointly.
(1) 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256
(2) 2235 N. Courtenay Pkwy, Suite C, Merritt Island, FL 32953
(3) 345 Greencastle Drive, Jacksonville, FL 32225
(4) 880 Carillon Parkway, St. Petersburg, FL 33716
(5) 13000 Sawgrass Village, Ponte Vedra Beach, FL 32082
Meetings of the Board of Directors and Committees
The Board of Directors held three meetings during fiscal year 1998. All
of the Directors attended at least 75% of the meetings of the Board of Directors
and the committees of the Board of which they were members.
The Board of Directors has delegated certain functions to the following
standing committees of the Board:
The Compensation Committee is responsible for setting and administering
executive officers' salaries and the annual bonus and long term incentive plans
that govern the compensation paid to all senior managers of the Company. The
Compensation Committee is composed of Messrs. Thomas and Zechella and held two
meetings during fiscal year 1998.
The Audit Committee's functions are to recommend for appointment by the
Board of Directors a firm of independent certified public accountants to act as
auditors for the Company and to meet with the auditors to review the scope,
preparation and results of the company's audits, the Company's internal
accounting and financial controls and to consider such other matters relating to
the financial reporting process and safeguarding of the Company's assets as it
may consider appropriate.
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<PAGE>
The Audit Committee is composed of Messrs. Zechella and Cole and held one
meeting during fiscal year 1998.
The Benefits Committee's functions are to review and make findings,
reports and recommendations to the Board of Directors regarding matters relative
to benefits plans, packages and/or programs for the Company's officers and
employees. The Benefits Committee held one meeting during fiscal year 1998 and
is composed of Messrs. Ratliff, Robertson and Cole.
The Nominating Committee's functions are to review and make
recommendations to the Board of Directors regarding the composition of the Board
of Directors of the Company. The Nominating Committee normally expects to be
able to identify from its own resources the names of qualified nominees, but it
will accept from stockholders recommendations of individuals to be considered as
nominees. Any such recommendations, in connection with the 1999 Annual Meeting
of Shareholders, should be submitted in writing to the Company, Attention:
Corporate Secretary, no later than February 20, 1999. The Nominating Committee
held two meetings during fiscal year 1998 and is composed of Messrs. Jenkins and
Zechella.
Directors Compensation
In fiscal 1998 outside directors received a $5,000 annual fee for their
service on the Board and reimbursement of expenses. Officers of the Company do
not receive any additional compensation for serving as members of the Board or
any of its committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) filing requirements require the Company's Executive
Officers, Directors and persons who beneficially own more than 10% of the
Company's registered equity securities to file with the Commission various forms
reporting information regarding beneficial ownership. To the Company's
knowledge, Section 16(a) filing requirements were complied with for the fiscal
year ended March 31, 1998.
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<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth, for the Company's last three fiscal
years the compensation paid to the Chief Executive Officer and the four other
most highly compensated executive officers of the Company (the "named executive
officers") who earned more than $100,000 in the current fiscal year in all
capacities in which they serve.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL
COMPENSATION AWARDS
------------ --------------------- ALL
NAME SECURITIES OTHER
AND RESTRICTED UNDERLYING COMPEN-
PRINCIPAL SALARY BONUS STOCK OPTIONS/ SATION
POSITION YEAR ($) ($) AWARDS($) SARs(#) (1)($)
- -------- ---- --- --- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Leerie T. Jenkins, Jr. Chariman 1998 184,000 75,000 -- 4,533 3,269
of the Board and CEO 1997 164,000 15,000 -- -- 2,761
1996 145,000 5,000 -- 550 2,468
David K. Robertson, Executive 1998 134,000 43,000 -- 2,832 3,743
Vice President, Secretary, 1997 121,000 12,000 -- -- 3,217
Treasurer, CFO and Director 1996 108,000 14,000 -- 500 3,730
Charles W. Gregg, Executive 1998 134,000 43,000 18,200 2,832 3,344
Vice President, COO and 1997 120,000 12,000 -- -- 1,800
Director 1996 108,000 8,000 -- 2,000 1,630
Darold F. Cole, Senior Vice 1998 102,000 18,000 -- 2,266 4,049
President and Director 1997 98,000 12,000 -- -- 3,217
1996 97,000 13,000 -- 500 2,969
J. Ronald Ratliff, Senior Vice 1998 120,000 35,000 -- 2,537 3,115
President and Director 1997 111,000 12,000 -- -- 2,708
1996 106,000 9,000 -- 500 3,429
</TABLE>
(1) For 1998 includes a) the Company's matching contribution to the 401(k)
Plan which is applicable to all Plan participants (Mr. Jenkins $1,842;
Mr. Robertson $2,014; mR. gREGG $2,014; Mr. Cole $1,550; Mr. Ratliff
$1,800) and b) premimums paid for supplemental term life insurance
policies in which the beneficiary is named by the individual (Mr.
Jenkins $1,427; Mr. Robertson $1,729; Mr. Gregg $1,330; Mr. Cole
$2,499; Mr. Ratliff $1,315).
6
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Long-Term Incentive Plan Awards
The following table contains information concerning stock grants to the
named executive officers as of the end of fiscal year March 31, 1998.
LONG-TERM INCENTIVE PLANS -
AWARDS IN LAST FISCAL YEAR
NUMBER
OF PAYOUT
NAME SHARES PERIOD
---- ------ ------
Lerrie T. Jenkins -- --
David K. Robertson -- --
Charles W. Gregg 1,300 5 years
Darold F. Cole -- --
J. Ronald Ratliff -- --
Grants of stock for the individual listed above were made on April 1, 1997 and
are issued equally over five years on the anniversary date as long as he remains
employed by the Company
7
<PAGE>
Stock Options, Grants and Related Information
The following table contains information concerning the grant of stock
options to the named executive officers as of the end of fiscal year March 31,
1998.
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------- ---------------
NUMBER % OF TOTAL
OF OPTIONS/SARS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OF BASE EXPIRA-
OPTIONS/SARS IN FISCAL PRICE TION
NAME GRANTED (#) YEAR ($/SHARE) DATE 5%($) 10%($)
- --------------------- ----- --- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Leerie T. Jenkins, Jr 4,533 20% $12.65 4/14/07 26,835 $48,879
David K. Robertson 2,832 13% 11.50 4/14/07 20,022 33,794
Charles W. Gregg 2,832 13% 11.50 4/14/07 20,022 33,794
Darold F. Cole 2,266 10% 11.50 4/14/07 16,020 27,040
J. Ronald Ratliff 2,537 11% 11.50 4/14/07 17,936 30,274
</TABLE>
Grants for each of the individuals listed above were made on April 14, 1997 and
vest equally over five years on the anniversary date.
In the event of the change in Company control, options shall be adjusted
consistent with such change. Shares to be purchased at the lowest price per
share that would not cause the change to be considered a reissuance of the
applicable option or cause the applicable option to cease to be treated as an
incentive stock option.
8
<PAGE>
Option Exercises and Fiscal Year-End Values
There were no options exercised by the named executive officers during
the last fiscal year. The following table sets forth information with respect to
the unexercised options held by the named executive officers as of the end of
fiscal year March 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR END (#) YEAR END ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
- --------------------- ----------- -------------
Leerie T. Jenkins, Jr. 1,822/3,811 $4,235/$7,342
David K. Robertson 1,400/2,432 4,912/ 7,501
Charles W. Gregg 2,400/2,932 8,462/ 9,276
Darold F. Cole 1,287/1,979 4,567/ 6,119
J. Ronald Ratliff 1,341/2,196 4,732/ 6,781
(1) Represents the excess of the fair market value of the Common Stock of $14.55
per share (the value determined in June of 1998 based on the financial
statements for the year ended March 31, 1998) above the exercise price of the
options.
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Performance Graph
The graph below is a comparison of the Company's cumulative stockholder
returns on an indexed basis with the S&P 500 stock index and an industry peer
group over the period from April 1, 1993 to March 31, 1998.
COMPARISON FROM APRIL 1, 1993
TO MARCH 31, 1998 OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP
[GRAPH APPEARS HERE]
3/93 3/94 3/95 3/96 3/97 3/98
---- ---- ---- ---- ---- ----
RS&H $100 $103 $107 $112 $137 $142
S&P 500 $100 $ 99 $111 $143 $168 $244
PEER $100 $ 93 $ 68 $ 90 $ 84 $103
* Assumes a reinvestment of dividends and a $100 initial investment on
April 1, 1993 in the Company, S&P 500 Index, and the Peer Group.
* For the year ended March 31, 1998 the members of the peer group are
Michael Baker Corp., Dames & Moore, Inc., Jacobs Engineering Group,
Inc. and STV Group, Inc.
* The Company's stock is not presently traded on any public stock
exchange or other public market. In constructing the performance graph,
the Company used the appraised value of the stock determined for
purposes of setting the price at which the Company's stock will be sold
to and traded within the Company's 401(k) plan. In prior proxy filings,
the Company based its current year performance graph value on the prior
year's financial statements. However, for fiscal 1998, the appraised
value of the stock was determined by an independent valuation firm
based on the current year's financial statements. All purchases and
trades within the Company's 401(k) plan after receipt of a new
appraisal are made at a price equal to the appraised value of the stock
set forth in the new appraisal. The appraisal value does not
necessarily represent the price at which a shareholder could sell
shares of the Company's stock.
10
<PAGE>
Compensation Committee Report
The Compensation Committee is composed of two independent non-employee
directors. The committee is responsible for setting and administering executive
officer salaries and the annual bonus and long-term incentive plans that govern
the compensation paid to all managers of the Company. The following report
represents the actions of the committee regarding compensation paid to the
executive officers during fiscal year 1998.
The Company's compensation programs are designed to link executives'
compensation to the performance of the Company and provide competitive
compensation for executives. The compensation plan consists of annual incentive
awards and equity-based incentives. Annual incentive awards are granted based on
corporate financial performance and individual performance. Equity-based
compensation is used to build shareholder value and motivate executive behavior
over the long-term. These types of compensation aid in attracting and retaining
the executive talent needed to ensure the continued success of the Company.
The compensation plan for the executives of the Company is comprised of
two elements: 1) an annual component, i.e. base salary and annual bonus and 2) a
long-term component, i.e., stock options and grants. The policies regarding each
of these elements, as well as the basis for determining the compensation of the
Chairman of the Board and CEO, Mr. Jenkins, are described below.
1) Annual Component: Base Salary and Annual Bonus
Base salaries for executive officers are determined by evaluating the
responsibilities of the position and comparing it to other executive officer
positions in the local marketplace and similar positions in competitive
engineering firms of the same size. These salaries are reviewed annually and are
adjusted based on the Company's performance and the individual's contribution to
that performance.
The Management Annual Incentive Compensation Plan links compensation to
the performance of the Company. A percentage of pre-tax profits is allocated to
the bonus fund and the total of all participants' awards is generally limited to
the fund amount. Bonuses may be distributed in either cash or stock or some
combination of both.
2) Long-Term Component: Stock Options and Shares
To align shareholders' and executive officers' interest, the long-term
compensation plan uses stock option grants whose value is related to the value
of Company common shares. Grants of stock options are made under the Amended and
Restated 1991 Incentive Stock Option Plan and Amended and Restated 1991
Nonqualified Stock Option Plan; both of these plans were approved by the
shareholders. In addition, grants of stock shares are made under the Amended and
Restated 1991 Employee Stock Bonus Plan which was also approved by the
shareholders.
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<PAGE>
The Compensation Committee determines the number of shares subject to
grant, exercise, price, duration and other terms and conditions of each grant.
Stock options are exercisable up to ten years from the grant date. Such stock
options provide incentive for the creation of shareholder value over the
long-term since the full benefit of the compensation package cannot be realized
unless appreciation in the price of Company common shares occurs over a
specified number of years.
The details regarding specific provisions of annual and long-term
compensation components described above apply to all senior managers of the
Company including the named officers.
CEO Compensation
During fiscal year 1998, the Company's most highly compensated officer
was Leerie T. Jenkins, Jr., Chairman of the Board and CEO. Mr. Jenkins'
performance was reviewed by the committee as it related to the annual and
long-term component of his compensation.
Both the annual and long-term components are based in part on the
Company's financial performance, realizing business development goals and
overall company growth for the fiscal years involved. Base pay for Mr. Jenkins
increased approximately 8.6% during fiscal year 1998. Mr. Jenkins also received
a $75,000 cash bonus and received 4,533 incentive stock options which vest
equally over five years.
The committee has concluded that Mr. Jenkins' performance warrants the
compensation for fiscal year 1998 as reflected in the Summary Compensation
Table.
The Compensation Committee
--------------------------
David E. Thomas Jr., Chairman
Alexander P. Zechella
12
<PAGE>
II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending March 31, 1999,
subject to ratification by the shareholders. Deloitte & Touche LLP has audited
the Company's financial statements for many years. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting with the opportunity
to make a statement if they so desire and to respond to appropriate questions
from shareholders.
The Board recommends a vote FOR ratification of the selection of Deloitte &
Touche LLP.
III. OTHER BUSINESS
The Company does not know of any business to be presented at the
meeting other than as set forth above. However, if any other business comes
before the meeting, it is intended that the holders of proxies solicited hereby
will vote in accordance with their best judgement.
Shareholder Proposals for Next Annual Meeting
Any shareholder proposal intended to be included in the Company's proxy
statement for the 1999 Annual Meeting of Shareholders should be sent to the
Company, Attention: Corporate Secretary, and must be received no later than
February 20, 1999.
Annual Report on Form 10-K
On or about June 24, 1998, the Company's 1998 Annual Report on Form
10-K for the fiscal year ended March 31, 1998 was mailed to all shareholders of
record at the close of business on June 20, 1998.
*****************************************
13
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
Common Stock Proxy
This Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of Shareholders to be held Friday, July 24, 1998
The undersigned hereby appoints Leerie T. Jenkins, Jr. and David K. Robertson,
jointly and severally, proxies, with full power of substitution and with
discretionary authority, to represent and to vote, in accordance with the
instructions set forth below, all shares of Common Stock of Reynolds, Smith and
Hills, Inc. held of record by the undersigned on June 20, 1998 at the Annual
Meeting of Shareholders and any adjournment thereof. The meeting will be held at
the offices of the Company at 4651 Salisbury Rd., Suite 400, Jacksonville,
Florida, 32256 on Friday, July 24, 1998 at 9:00 a.m., local time.
1. Election of eight Directors to serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and qualified.
________ For all nominees listed below (except as marked to the
contrary below).
________ Withhold authority to vote for all nominees listed below.
Instruction: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
L. Jenkins; D. Robertson; C. Gregg, D. Cole; R. Ratliff; D. Thomas;
A. Zechella; R. Goode
2. Proposal to ratify the appointment of Deloitte & Touche LLP as
independent public accountants of the Company for the fiscal year
ending March 31, 1999.
_____________For _____________Against _____________Abstain
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted "FOR"
the election of the director nominees named above and "FOR" Item 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
Signature______________________________________Date_______________
Signature______________________________________Date_______________
When signing as Attorney, Administrator, Guardian or Trustee please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership name, please sign by authorized
person.
