<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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
Tandy Brands Accessories, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 transaction:
-----------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE> 2
TANDY BRANDS ACCESSORIES, INC.
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 20, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of Tandy
Brands Accessories, Inc. (the "Company") will be held on Tuesday, October 20,
1998, at 9:00 a.m., local time, at the Hyatt Regency DFW, International Parkway,
inside Dallas/Ft. Worth Airport, DFW Airport, Texas 75261 (the "Meeting"). At
the Meeting, the stockholders of the Company will be asked:
(1) to elect two directors in Class II to serve for three-year terms
expiring in 2001, or until their successors are elected and qualified; and
(2) to transact such other business as may properly come before the
Meeting or any adjournment thereof.
Pursuant to the Company's By-laws, the Board of Directors has fixed the
close of business on September 4, 1998 as the record date for the Meeting. Only
holders of the Company's common stock at the close of business on that date will
be entitled to notice of and to vote at the Meeting or any adjournment thereof.
To ensure your vote will be counted, please complete, date and sign the
enclosed proxy card and return it promptly in the enclosed postage-paid
envelope, whether or not you plan to attend the Meeting. Your proxy may be
revoked in the manner described in the accompanying proxy statement at any time
before it is voted at the Meeting.
By Order of the Board of Directors
DARREL A. RICE
Secretary
Arlington, Texas
September 4, 1998
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY; THEREFORE, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AND VOTE YOUR
SHARES PERSONALLY.
<PAGE> 3
TANDY BRANDS ACCESSORIES, INC.
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 20, 1998
This proxy statement ("Proxy Statement") is being furnished to the
stockholders of Tandy Brands Accessories, Inc. (the "Company") in connection
with the solicitation by the board of directors of the Company (the "Board of
Directors" or the "Board") of proxies to be used at the 1998 Annual Meeting of
Stockholders (together with any adjournments and postponements thereof, the
"Meeting") to be held on Tuesday, October 20, 1998 at 9:00 a.m., local time, at
the Arlington Marriott, 1500 Convention Center Drive, Arlington, Texas 76011.
The Board has fixed the close of business on September 4, 1998 as the record
date (the "Record Date") for the Meeting. This Proxy Statement and the related
form of proxy are first being mailed to the Company's stockholders on or about
September 14, 1998.
At the Meeting, the holders of the Company's common stock, $1.00 par value
per share (the "Common Stock"), will be asked:
(1) to elect two directors in Class II to serve for three-year terms
expiring in 2001, or until their successors are elected and qualified; and
(2) to transact such other business as may properly come before the
Meeting.
The date of this Proxy Statement is September 4, 1998.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY; THEREFORE, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AND VOTE YOUR
SHARES PERSONALLY.
<PAGE> 4
VOTING RIGHTS AND PROXY INFORMATION
The Board of Directors has fixed the close of business on September 4, 1998
as the Record Date. Only holders of record of shares of Common Stock at the
close of business on the Record Date will be entitled to vote at the Meeting. At
the close of business on the Record Date, there were 5,650,026 shares of Common
Stock outstanding and entitled to vote, held by approximately 1,111 stockholders
of record. The presence, in person or by proxy, of at least a majority of the
shares outstanding on the Record Date is necessary to constitute a quorum.
Each holder of record of shares of Common Stock on the Record Date is
entitled to cast one vote per share, exercisable in person or by properly
executed proxy, on all matters as to which a vote is taken at the Meeting. To be
elected a director, each nominee must receive the affirmative vote of a majority
of the shares present or represented by proxy at the Meeting. See "Election of
Directors -- Vote Required; Recommendation of the Board of Directors."
All shares of Common Stock that are represented at the Meeting by properly
executed proxies received prior to or at the Meeting and not revoked will be
voted at the Meeting in accordance with the instructions indicated in such
proxies. If no instructions are indicated thereon, such proxies will be voted
FOR the election of the nominees for director. The Company does not know of any
other matters that are to come before the Meeting. If, however, any other
matters are properly presented at the Meeting, the persons named in the enclosed
form of proxy and acting thereunder will have discretion to vote on such matters
in accordance with their judgment.
Votes cast by proxy or in person will be counted by two persons appointed
by the Company to act as inspectors of election for the Meeting. The inspectors
of election will treat shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum and of determining the outcome of any matter submitted to
the stockholders for a vote. Because the election of directors requires the
affirmative vote of a majority of all shares present and entitled to vote
thereon, an abstention will have the same effect as a vote AGAINST the matter.
The inspectors of election will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners and as to which the broker or
nominee does not have discretionary voting power on a particular matter) as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum. However, for the purpose of determining the outcome of any
matter as to which the broker or nominee has indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the Meeting, a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a subsequent
proxy relating to the same shares, or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice revoking a proxy should be sent to:
Secretary, Tandy Brands Accessories, Inc., 690 East Lamar Blvd., Suite 200,
Arlington, Texas 76011.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by use of the mails, proxies may be solicited by directors,
officers and employees of the Company in person or by telephone, telegram or
other means of communication. Such directors, officers and employees will not
receive any additional compensation but may be reimbursed for out-of-pocket
expenses in connection with such solicitation. Arrangements will also be made
with custodians, nominees and fiduciaries for the forwarding of proxy
solicitation material to beneficial owners of Common Stock held of record by
such persons.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of September 4, 1998 with
respect to the shares of Common Stock beneficially owned by each person
(excluding directors and officers of the Company) who is known to the Company to
be the beneficial owner of more than five percent (5%) of the Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED(1) OWNERSHIP
------------------- ---------------- ----------
<S> <C> <C>
Tandy Brands Accessories, Inc............................. 970,145(2) 17.2%
Employees Investment Plan
P.O. Box 1290
Fort Worth, Texas 76101-1290
</TABLE>
- ---------------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) voting power with respect thereto,
including the power to vote or to direct the voting of such shares, or (ii)
investment power with respect thereto, including the power to dispose or to
direct the disposition of such shares. In addition, a person is deemed to be
the beneficial owner of shares if such person has the right to acquire
beneficial ownership of such shares within 60 days.
(2) Voting power of the shares held pursuant to this plan is vested in Frost
Bank, N.A., as trustee, subject to the right of participants in the plan to
direct the voting of each of their allocable shares of Common Stock in the
plan. The trustee votes any shares for which no directions are received in
the same proportion as those shares with respect to which directions
regarding voting are received. A total of 238,095 shares are pledged to a
bank to secure a $2.5 million loan.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of September 4, 1998 with
respect to the shares of Common Stock beneficially owned by each of the
Company's directors and executive officers and the directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OF
NAME OWNED(1) OWNERSHIP
---- ---------------- ------------
<S> <C> <C>
Dr. James F. Gaertner................................... 24,384(2) *
J.S.B. Jenkins.......................................... 564,762(3) 9.9%
C.A. Rundell, Jr........................................ 30,482(4) *
Robert E. Runice........................................ 24,720(5) *
Maxine K. Clark......................................... 8,937(6) *
Gene Stallings.......................................... 4,653(7) *
Marvin J. Girouard...................................... -- *
Jerry W. Wood........................................... 161,799(8) 2.9%
Stanley T. Ninemire..................................... 71,990(9) 1.3%
All directors and executive officers as a group (9
persons).............................................. 891,727(10) 15.7%
</TABLE>
- ---------------
* Represents less than one percent.
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) voting power with respect
thereto, including the power to vote or to direct the voting of such
shares, or (ii) investment power with respect thereto, including the power
to dispose or to direct the disposition of such shares. In addition, a
person is deemed to be the beneficial owner of shares if such person has
the right to acquire beneficial ownership of such shares within 60 days.
Directors and officers have sole voting and investment power with respect
to the shares shown unless otherwise indicated below.
3
<PAGE> 6
(2) Includes 3,375 shares held of record by Dr. Gaertner, 17,849 shares subject
to stock options exercisable within 60 days and 3,160 shares attributable
to ownership of stock units held in the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors.
(3) Includes 328,540 shares held of record by Mr. Jenkins, 64,888 shares
subject to stock options exercisable within 60 days, 4,474 shares held
indirectly through the Tandy Brands Accessories, Inc. Stock Purchase
Program and 15,736 shares held indirectly through the Tandy Brands
Accessories, Inc. Benefit Restoration Plan. Also includes 151,124 shares
attributable to unit ownership in the Tandy Brands Accessories, Inc.
Employees Investment Plan, as to which Mr. Jenkins disclaims beneficial
ownership. Does not include 94,184 shares held by certain irrevocable
family trusts in which Mr. Jenkins has no beneficial interest.
(4) Includes 9,430 shares held of record by Mr. Rundell, 17,483 shares subject
to stock options exercisable within 60 days and 3,569 shares attributable
to ownership of stock units held in the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors.
(5) Includes 2,925 shares held of record by Mr. Runice, 17,483 shares subject
to stock options exercisable within 60 days and 4,312 shares attributable
to ownership of stock units held in the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors.
(6) Includes 5,916 shares subject to stock options exercisable within 60 days
and 3,021 shares attributable to ownership of stock units held in the Tandy
Brands Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee
Directors.
(7) Includes 2,837 shares held of record by Mr. Stallings and 1,816 shares
subject to stock options exercisable within 60 days.
(8) Includes 67,492 shares held of record by Mr. Wood, 36,888 shares subject to
stock options exercisable within 60 days, 2,462 shares held indirectly
through the Tandy Brands Accessories, Inc. Stock Purchase Program and 2,383
shares held indirectly through the Tandy Brands Accessories, Inc. Benefit
Restoration Plan. Also includes 52,574 shares attributable to unit
ownership in the Tandy Brands Accessories, Inc. Employees Investment Plan,
as to which Mr. Wood disclaims beneficial ownership.
(9) Includes 45,183 shares held of record by Mr. Ninemire, 2,700 shares subject
to stock options exercisable within 60 days, 1,598 shares held indirectly
through the Tandy Brands Accessories, Inc. Stock Purchase Program and 90
shares held indirectly through the Tandy Brands Accessories, Inc. Benefit
Restoration Plan. Also includes 22,419 shares attributable to unit
ownership in the Tandy Brands Accessories, Inc. Employees Investment Plan,
as to which Mr. Ninemire disclaims beneficial ownership.
(10) Includes 165,023 shares subject to stock options exercisable within 60
days, 8,534 shares held indirectly through the Tandy Brands Accessories,
Inc. Stock Purchase Program, 226,117 shares attributable to unit ownership
in the Tandy Brands Accessories, Inc. Employees Investment Plan, 18,209
shares held indirectly through the Tandy Brands Accessories, Inc. Benefit
Restoration Plan and 14,062 shares attributable to ownership of stock units
held in the Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for
Non-Employee Directors.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Common Stock, to file with the Securities and Exchange Commission ("SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten-percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1998 all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten-percent stockholders were complied with.
4
<PAGE> 7
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation, the Board is
divided into three classes, with each class serving a three-year term and one
class being elected at each annual meeting of stockholders. The terms of two of
the present directors expire at the Meeting, and such directors are being
nominated for re-election to the Board to serve until the 2001 Annual Meeting of
Stockholders or until their successors are elected and qualified. However, the
Company's Bylaws require mandatory retirement of any director at age 70. Mr.
Runice's successor in office will be elected by the majority vote of the
remaining directors upon his retirement at age 70. The remaining five directors
will continue to serve on the Board until their respective terms expire as
indicated below under the caption "Directors Whose Terms Will Continue After the
Meeting," and until their successors are elected and qualified. The authorized
size of the Board is from three to nine directors and is presently set at seven
by resolution of the Board.
NOMINEES FOR ELECTION TO THE BOARD
MR. C. A. RUNDELL, JR., 66, has been a director of the Company since
November 1990. Mr. Rundell has operated as sole proprietor of Rundell
Enterprises, a private investment company with principal involvement in
manufacturing companies, since 1988. Prior thereto, Mr. Rundell served as
Chairman of the Board, President and Chief Executive Officer of Cronus
Industries, a diversified manufacturing and services company, from 1977 to 1988.
Mr. Rundell also served from 1966 to 1977 as Executive Vice President of Tyler
Corporation, a company which currently provides products for fund-raising
programs and retails automotive parts. Mr. Rundell is Chairman of the Board of
NCI Building Systems, Inc., the President and Chief Executive Officer of Tyler
Corporation and serves on the board of directors of Dain Rauscher Corporation.
MR. ROBERT E. RUNICE, 68, has been a director of the Company since November
1990. Mr. Runice is presently a business consultant and private investor. He
served as Vice President of US WEST, Inc. and President of Commercial
Development Division of US WEST, Inc. from September 1983 through the end of
1991. US WEST, Inc. is a telecommunications service corporation headquartered in
Englewood, Colorado. Mr. Runice served as Senior Vice President of Northwestern
Bell Telephone Company from January 1978 until June 1981. He then became
Assistant Vice President of American Telephone and Telegraph where he served
until December 1982, after which he became Vice President of Advanced
Information Systems of American Bell, Inc. until joining US WEST, Inc. Mr.
Runice serves on the board of directors of The Bombay Company, Inc. ("Bombay")
and of Utilx Corporation.
There are no arrangements or understandings between the nominees and any
other person pursuant to which such nominees were selected as nominees.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
To be elected a director, each nominee must receive the affirmative vote of
the holders of a majority of the shares voted in person or by proxy at the
Meeting. The Board of Directors recommends a vote FOR election of each of the
nominees.
5
<PAGE> 8
DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE MEETING
The following table reflects the name and age of each director whose term
will continue after the Meeting, the positions and offices with the Company
currently held by each such director, the period of service as a director of the
Company, and the year in which such director's term will expire. Additional
information concerning the business experience of each such director follows the
table.
<TABLE>
<CAPTION>
POSITION TERM TO
NAME AGE HELD DIRECTOR SINCE EXPIRE
---- --- -------- -------------- -------
<S> <C> <C> <C> <C>
J.S.B. Jenkins........................... 55 Director November 1990 1999
James F. Gaertner........................ 55 Director November 1990 2000
Maxine K. Clark.......................... 49 Director April 1996 2000
Gene Stallings........................... 63 Director June 1997 2000
Marvin J. Girouard....................... 59 Director June 1998 1999
</TABLE>
MR. J.S.B. JENKINS has served as President and Chief Executive Officer of
the Company since its formation in November 1990. Mr. Jenkins served as
Executive Vice President of Bombay from July 1, 1985 until December 31, 1990,
and as Vice President of Bombay from 1980 until 1985. He also served as the
President of the Tandy Brands Accessories division of Bombay, of which the
Company was a division until its spin-off in December 1990, from April 1986
until the spin-off. In 1978, Mr. Jenkins was named President of the Tex Tan
Welhausen division, where he served until becoming an officer of Bombay. Prior
thereto, Mr. Jenkins was Vice President and Production Manager of Tex Tan
Welhausen Co., a division of Bombay, from 1974 until 1977, when he was named
Executive Vice President of that division. Mr. Jenkins also is a member of the
Texas A&M University College of Business Administration/Graduate School of
Business Development Council, the Texas A&M University Center for Retailing
Advisory Board, the Texas A&M University President's Council and the Board of
Directors of the Arlington Chamber of Commerce.
DR. JAMES F. GAERTNER has been a director of the Company since November
1990. Dr. Gaertner currently serves as Dean of the College of Business at The
University of Texas at San Antonio ("UTSA"). Prior to his appointment as Dean on
September 1, 1987, Dr. Gaertner served for four years as professor and Director
of the Division of Accounting and Information Systems at UTSA. Dr. Gaertner
served as an associate professor at the University of Notre Dame from September
1976 until August 1983, and during that period Dr. Gaertner served as director
of Notre Dame's London master of business program in London, England. From 1968
to 1973, Dr. Gaertner served as a director and Chief Financial Officer of Tex
Tan Welhausen Co., and later served as the Controller for Tex Tan Welhausen, a
division of Tandy Corporation. Prior thereto, he was employed as a member of the
audit staff of KPMG Peat Marwick in Houston.
MS. MAXINE K. CLARK has been a director of the Company since April 1996.
Ms. Clark is the President and Chief Executive Officer of the Build-A-Bear
Workshop, L.L.C., an operator of interactive children's entertainment retail
stores, which she founded in February 1996. Prior thereto, Ms. Clark was
President of Payless Shoe Source from November 1992 to January 1996, and
Executive Vice President of Venture Stores from January 1988 to November 1992.
Ms. Clark also serves on the board of directors of The Earthgrains Company, a
bread company, and Wave Technologies, Inc., a training company for the
technology industry and Department 56, a collectible gift and decorative
accessory manufacturer. She is a member of the Board of Trustees of the
University of Georgia Foundation, the Advisory Board of The Hatchery, Washington
University Olin School of Business, and the President's Advising Council of the
Greater St. Louis Council of Girl Scouts.
MR. GENE STALLINGS has been a director of the Company since June 1997. Mr.
Stallings is presently an author and private investor. From January 1990 to
December 1996, he was the head football coach of the University of Alabama.
Prior thereto, he was head coach of the St. Louis/Phoenix Cardinals professional
football team from 1986 to 1989. Mr. Stallings is a member of the Board of
Directors of the First National Bank of Paris, Texas, the Board of Regents of
Abilene Christian University, the Board of St. Joseph's Hospital in Paris,
Texas, and the Board of Directors of Great Southern Wood Incorporated. Mr.
Stallings also is a
6
<PAGE> 9
member of the Board of Disability Resources, a non-profit organization
supporting group housing for physically and mentally handicapped individuals.
MR. MARVIN J. GIROUARD has been a director of the Company since June 1998.
Mr. Girouard is presently the President, Chief Executive Officer and a director
of Pier 1 Imports, Inc. Mr. Girouard served as President and Chief Operating
Officer of Pier 1 Imports, Inc. From August 1988 until July 1998.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company currently receive
compensation consisting of an annual retainer of $18,375, and a $1,260 fee for
each Board meeting and each committee meeting attended. Committee chairmen
receive an annual retainer of $1,575 in addition to any applicable committee
meeting fees. The Chairman of the Board receives an annual fee of $42,525 for
all services rendered to the Company. The Company also reimburses its directors
for travel, lodging and related expenses incurred in attending Board and
committee meetings, and provides each director with directors and officers
insurance and travel accident insurance.
Under the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option
Plan for Non-Employee Directors (the "Directors' Formula Plan"), nonqualified
stock options to purchase up to an aggregate of 99,500 shares of Common Stock
may be granted to non-employee directors of the Company. The goal of the
Directors' Formula Plan is to provide a means of retaining and attracting
competent non-employee personnel to serve on the Board of Directors by extending
to such individuals added long-term incentives for high levels of performance
and for unusual efforts designed to improve the financial performance of the
Company. Under the Directors' Formula Plan, each member of the Board of
Directors who is not employed by the Company or any of its affiliates will be
eligible and will participate in the Directors' Formula Plan. On the effective
date of the Directors' Formula Plan, each incumbent non-employee director was
granted an option to purchase 3,000 shares of Common Stock. Thereafter, on the
day a non-employee director is first elected or appointed to the Board of
Directors, such director shall be granted an option to purchase that number of
shares of Common Stock which is the lesser of (i) 750 shares of Common Stock or
(ii) that number of shares of Common Stock with respect to which the fair market
value is equal to 150% of such directors' annual retainer fee for the
twelve-month period (or portion thereof) beginning on the effective date of such
election or appointment. Twenty percent (20%) of the options granted on the
effective date of the Directors' Formula Plan and upon initial election or
appointment shall vest on each anniversary of the respective dates of grant,
until they have fully vested on the fifth anniversary of the respective dates of
grant. Concurrently with each regular annual election of members of the Board of
Directors, each non-employee director who was previously elected to the Board of
Directors and continues to serve in such capacity shall be granted an option to
purchase that number of shares of Common Stock with respect to which the fair
market value is equal to 150% of such director's annual retainer fee for the
twelve-month period beginning on the effective date of such election. Such
options shall become fully exercisable six months from the date of grant. The
exercise price of options granted under the Directors' Formula Plan is the fair
market value of the shares of Common Stock subject to the option on the date of
grant of the option, which shall be the closing price of the Common Stock as
reported by the Nasdaq National Market System on such date.
Pursuant to the Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for
Non-Employee Directors (the "Directors' Deferral Plan") non-employee directors
may elect to defer receipt of all of the annual and committee chair retainer
fees and meeting fees payable in cash, provided an appropriate irrevocable
written election to defer is made at least six months prior to the beginning of
the quarter to which such deferral applies. All amounts deferred are credited to
a bookkeeping reserve account maintained by the Company (the "Account") in units
which are equivalent in value to shares of Common Stock ("Stock Units"), based
on the average closing price of the Common Stock on the Nasdaq National Market
System during the quarter to which such election applies. Stock Units credited
pursuant to a deferral election are at all times fully vested and nonforfeitable
and shares of stock equal to the number of units deferred are payable at the
time specified in the applicable deferral election. Stock Units credited to a
non-employee director's Account are payable in an equal number of shares of
Common Stock in a single distribution made at each such time (no more frequently
than annually) specified by the non-employee director in the applicable deferral
election, but no
7
<PAGE> 10
earlier than twelve months following the establishment of the affected Stock
Unit. The Directors' Deferral Plan authorizes the issuance of up to 50,000
shares of Common Stock. Any declared cash dividends that would be payable on a
number of shares of Common Stock equal to the Stock Units credited to a
participating directors' Account shall be reinvested. Stock Units also shall be
adjusted for stock dividends, stock splits, combination, reclassification,
recapitalization or other capital adjustments. In the event of a change in
control, as defined in the Directors' Deferral Plan, all units shall become
immediately payable.
Pursuant to the Tandy Brands Accessories, Inc. 1995 Nonqualified Stock
Option Plan for Non-Employee Directors (the "Directors' Plan"), each member of
the Board of Directors who is not employed by the Company or any of its
affiliates may elect, six months prior to the date an option may be granted, to
contribute either 50% or 100% of his or her annual fee to acquire an option to
purchase shares of Common Stock. The exercise price of options granted under the
Directors' Plan will be 50% of the fair market value of the shares of Common
Stock subject to the option on the date of grant of the option, which shall be
the closing price of the Common Stock as reported by the Nasdaq National Market
System on such date. Because the directors contribute their retainer to purchase
the 50% discount and pay 50% of the fair market value upon exercise of the
option, the total cost to acquire the shares is 100% of the fair market value on
the date of grant of the option. Options to purchase up to an aggregate of
45,000 shares of Common Stock may be granted under the Directors' Plan. Because
the Directors' Plan was not widely used by the non-employee directors, the
Company has suspended use of the Directors' Plan and instead now provides
additional opportunities for stock ownership through the Directors' Deferral
Plan.
As of September 4, 1998, six directors were eligible to participate in the
Directors' Formula Plan, the Directors' Deferral Plan and the Directors' Plan.
MEETINGS AND COMMITTEES OF THE BOARD
During the 1998 fiscal year, there were six meetings of the Board. Each of
the directors attended at least seventy-five percent (75%) of the combined total
number of meetings of the Board and meetings of all committees of the Board on
which such director served.
The Board of Directors has an Audit and Finance Committee currently
composed of Messrs. Runice and Rundell, with Mr. Rundell as Chairman. The Audit
and Finance Committee is concerned primarily with the effectiveness of
accounting policies and practices, financial reporting and internal controls.
Specifically, the Audit and Finance Committee reviews and approves the scope of
the annual examination of the books and records of the Company and reviews the
findings and recommendations of the outside auditors on completion of the audit;
considers the organization, scope and adequacy of the Company's internal
controls function; monitors the extent to which the Company has implemented
changes recommended by the independent auditors or the Audit and Finance
Committee; and provides oversight with respect to accounting principles employed
in the Company's financial reporting. The Audit and Finance Committee met three
times during the 1998 fiscal year.
The Board of Directors also has a Human Resources and Compensation
Committee, currently composed of Messrs. Stallings and Gaertner and Ms. Clark,
with Ms. Clark serving as Chairman. The Compensation and Human Resources
Committee is concerned primarily with the Company's organization, salary and
non-salary compensation and benefit programs, succession planning and related
human resources matters. The Committee also recommends to the Board of Directors
annual salaries and bonus programs and stock option grants for executive
officers of the Company. The Human Resources and Compensation Committee met two
times during the 1998 fiscal year.
The Board of Directors does not have a standing nominating committee or a
committee performing similar functions.
8
<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Human Resources and Compensation
Committee during the 1998 fiscal year (i) was an officer or employee of the
Company during such year, (ii) was formerly an officer of the Company or (iii)
was a party to any material transaction with the Company during such year.
No executive officer of the Company served as a member of the compensation
or similar committee or board of directors of any other entity of which an
executive officer served on the Human Resources and Compensation Committee or
the Board of Directors of the Company.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current executive
officers of the Company and all positions with the Company held by such
executive officers. Each of the officers listed has been appointed by the Board
and serves at the discretion of the Board.
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD
---- --- --------------
<S> <C> <C>
J.S.B. Jenkins....................... 55 President, Chief Executive Officer and
Director
Jerry W. Wood........................ 53 Executive Vice President
Stanley T. Ninemire.................. 42 Senior Vice President, Chief Financial Officer
and Assistant Secretary
</TABLE>
Information concerning the business experience of Mr. Jenkins is provided
under "Election of Directors -- Directors Whose Terms Will Continue After the
Meeting."
MR. JERRY W. WOOD was elected to the position of Executive Vice President
in May 1995. Prior thereto, he served as Senior Vice President of the Company
from September 1994 through May 1995 and as Vice President of the Company from
its formation in November 1990 through September 1994. Mr. Wood served as
Executive Vice President of the Tandy Brands Accessories division of Bombay from
April 1986 until December 31, 1990. Prior thereto, Mr. Wood acted as President
of The Grate Home and Fireplace division of Bombay from 1983 to 1986. From 1977
to 1983, Mr. Wood was Executive Vice President and later President of Hickok
Manufacturing Company, a former leather manufacturing division of Bombay which
was merged into the Tandy Brands Accessories division in 1984.
MR. STANLEY T. NINEMIRE has served as Senior Vice President, Chief
Financial Officer and Assistant Secretary of the Company since January 1997.
Prior thereto, Mr. Ninemire served as Vice President -- International Operations
of the Company from November 1994 through June 1995, and as Vice President and
Treasurer of the Company from its formation in November 1990 until November
1994. In addition, Mr. Ninemire served as Secretary of the Company from November
1990 to June 1991 and as Assistant Secretary from June 1991 through November
1994. From July 1995 to December 1996, Mr. Ninemire was Senior Vice President of
Finance and Operations of Practitioners Publishing Company, a division of
Thompson Publishing. Mr. Ninemire is a certified public accountant.
There are no family relationships between any directors and executive
officers.
EXECUTIVE COMPENSATION
The Company's Executive Compensation Program is administered by the Human
Resources and Compensation Committee of the Board of Directors. The committee is
comprised of three independent, non-employee directors. Following review and
approval by the Human Resources and Compensation Committee, all issues
pertaining to executive compensation (except for grants under the Company's
stock option plan, for which the plan administration committee has final
authority) are submitted to the full Board of Directors for approval.
Since its spin-off in December of 1990, the Company has maintained the
philosophy that compensation of its executive officers and other key management
personnel should be directly and materially linked to
9
<PAGE> 12
operating performance. This linkage has been achieved through short-term
incentives weighing executive compensation towards bonuses paid on the basis of
Company performance and long-term incentives to own and hold substantial
investments in the Company's Common Stock.
ANNUAL AND LONG-TERM COMPENSATION
The following table sets forth certain information with respect to annual
and long-term compensation for services rendered in all capacities for the years
ended June 30, 1998, 1997, and 1996 paid to Mr. Jenkins, the Company's President
and Chief Executive Officer, and each of the other executive officers of the
Company (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
FISCAL ---------------------- OPTIONS COMPENSATION
NAME/TITLE YEAR SALARY($) BONUS($) (#) ($)(1)
---------- ------ --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
J.S.B. Jenkins................ 1998 $320,000 $370,084 15,000 $91,059
President and Chief 1997 304,140 187,562 15,000 64,483
Executive Officer 1996 304,140 -- -- 40,807
Jerry W. Wood................. 1998 $179,000 $201,168 9,000 $53,517
Executive Vice 1997 170,000 100,815 9,000 39,854
President 1996 170,000 -- -- 26,201
Stanley T. Ninemire........... 1998 $156,000 $103,409 6,000 $41,008
Senior Vice President, 1997 75,000(2) 25,790(2) 7,500(2) 15,752(2)
Chief Financial Officer and 1996 --(3) -- -- --
Assistant Secretary
</TABLE>
- ---------------
(1) Represents primarily the Company's matching contributions under the Tandy
Brands Accessories, Inc. Stock Purchase Program, the Tandy Brands
Accessories, Inc. Benefit Restoration Plan and the Tandy Brands Accessories,
Inc. Employees Investment Plan.
(2) These amounts represent compensation for the last six months of the fiscal
year ended June 30, 1997.
(3) Mr. Ninemire was Senior Vice President of Finance and Operations of
Practitioners Publishing Company, a division of Thompson Publishing, from
July 1995 to December 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options granted
to each of the Named Officers during the fiscal year ended June 30, 1998:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE OF ASSUMED
PERCENTAGE OF ANNUAL RATES OF STOCK
OPTIONS GRANTED PRICE APPRECIATION
NUMBER OF SHARES TO EMPLOYEES FOR OPTION TERM(1)
UNDERLYING DURING FISCAL EXERCISE PRICE EXPIRATION ---------------------
NAME OPTIONS GRANTED YEAR PER SHARE DATE 5% 10%
---- ---------------- --------------- -------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
J.S.B. Jenkins......... 15,000 17.2% $12.3125 8/7/2007 $116,149 $294,344
Jerry W. Wood.......... 9,000 10.3% 12.3125 8/7/2007 69,689 176,607
Stanley T. Ninemire.... 6,000 6.9% 12.3125 8/7/2007 46,460 117,738
</TABLE>
- ---------------
(1) The amounts shown in these columns represent the potential realizable values
using the options granted and the exercise price. The assumed rates of stock
price appreciation are set by the SEC's executive compensation disclosure
rules and are not intended to forecast appreciation of the Common Stock.
10
<PAGE> 13
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth certain information with respect to options
exercised during the fiscal year ended June 30, 1998 by each of the Named
Officers and the value of unexercised options held by the Named Officers at June
30, 1998.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON YEAR-END YEAR-END(1)
EXERCISE --------------------------- ---------------------------
NAME (#) VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.S.B. Jenkins........... -- -- 58,888 35,000 $198,121 $99,563
Jerry W. Wood............ -- -- 33,288 20,800 115,411 59,738
Stanley T. Ninemire...... -- -- 1,500 12,000 9,555 40,845
</TABLE>
- ---------------
(1) The August 31, 1998 closing market price of $12.75 is used in the
calculation to determine the value of unexercised options.
11
<PAGE> 14
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's Common Stock assuming
reinvestment of dividends, if any, and the cumulative total return of the Nasdaq
Stock Market -- US Index, and the Dow Jones Retailers -- Broadline Index for the
period from July 1993 through June 1998. The returns shown on the graph are not
necessarily indicative of future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
TANDY BRANDS ACCESSORIES, INC., NASDAQ STOCK MARKET -- U.S. INDEX
AND DOW JONES RETAILERS -- BROADLINE INDEX
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------------
6/93 6/94 6/95 6/96 6/97 6/98
<S> <C> <C> <C> <C> <C> <C>
TANDY BRANDS ACCESSORIES, INC. 100.00 100.74 40.00 47.41 56.30 110.37
NASDAQ STOCK MARKET (U.S.) 100.00 100.96 134.77 173.03 210.38 277.61
DOW JONES RETAILERS-BROADLINE 100.00 99.56 108.44 120.23 148.33 240.47
</TABLE>
* $100 INVESTED ON 6/30/93 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
REPORT OF HUMAN RESOURCES AND COMPENSATION COMMITTEE
The Human Resources and Compensation Committee (the "Committee") of the
Board of Directors is composed entirely of Directors who are not employees of
the Company. No member of the Committee participates in the compensation
programs described in this report.
The responsibility of the Committee is to review and make recommendations
regarding compensation of executive officers to the Board of Directors. The
Board of Directors exercises final authority with respect to approval of
executive officer compensation, except with regard to grants under the Company's
stock option plan, for which the plan administrative committee has final
authority. The Committee and the Board approve the compensation of executive
officers, including any merit or promotional adjustments. The Committee reviews
the performance of each executive officer on at least an annual basis. Base
salary increases are based upon the results of such performance reviews, and,
for executive officers other than the President and Chief Executive Officer,
such increases are also based upon the recommendation of the President and Chief
Executive Officer.
12
<PAGE> 15
PHILOSOPHY, PROCEDURES AND GENERAL POLICIES
In determining executive officer compensation the Committee and the Board
are guided by the following objectives:
- Attracting, retaining and motivating highly qualified and committed
executive officers.
- Using the competitive employment market place as a guide to assessing and
establishing compensation levels.
- Determining total compensation to a meaningful degree by returns to the
Company's stockholders.
- Exercising appropriate discretion and judgment in making individual
compensation determinations based on the performance and particular
employment position of the affected executive officer, the current
economic and business circumstances of the Company and prevailing
conditions in the relevant employment market place.
- Encouraging executive officers to obtain and hold an equity stake in the
Company.
EXECUTIVE OFFICERS INCENTIVE PLAN
Under the Company's fiscal year 1998 executive officers incentive plan,
executive officer compensation consisted of the following components:
- Annual base salary
- Annual incentive bonus
- Long-term compensation in the form of stock option grants
- Company matching contributions under the Tandy Brands Accessories, Inc.
Stock Purchase Program, the Tandy Brands Accessories, Inc. Employees
Investment Plan and the Tandy Brands Accessories, Inc. Benefit
Restoration Plan.
In establishing this plan, comparative executive officer compensation
information was collected by the Committee using both publicly available sources
as well as compensation surveys produced by independent, outside compensation
firms.
ANNUAL COMPENSATION -- BASE SALARIES
During fiscal year 1998 the Company sought to establish base salaries of
executive officers at levels that, in the judgment of the Committee and the
Board, were sufficiently competitive to attract and retain qualified executive
officers, but were slightly less than average base salaries for comparable
positions. The base salary portion of annual compensation was fixed by the
Compensation Committee at the beginning of the fiscal year. Merit increases and
bonuses were granted during fiscal year 1998. Due to the fact that the Company's
performance in fiscal 1997 was above the minimum levels established in the
compensation plan for that year, increases in salary were granted to the persons
named in the "Executive Compensation -- Summary Compensation Table" for fiscal
year 1998 over fiscal year 1997.
ANNUAL COMPENSATION -- ANNUAL INCENTIVE BONUSES
Incentive bonuses are intended to encourage achievement of Company
performance goals with additional cash compensation directly related to the
Company's performance. The fiscal year 1998 compensation plan provided for
incentive bonuses based on:
- The extent to which fiscal year 1998 profit performance exceeded fiscal
year 1997 performance; and
- Return on asset performance in accordance with criteria established by
the Board.
13
<PAGE> 16
Under the plan, no portion of the fiscal year 1998 bonuses was guaranteed
and potential bonuses were set at performance levels that, in the judgment of
the Committee and the Board, would facilitate growth in earnings per share
compared to fiscal year 1997. In fiscal year 1998, the aggregate of the bonuses
for executives named in the "Executive Compensation -- Summary Compensation
Table" was 100.85% of their total annual compensation, reflecting the increased
profit performance and return on assets achieved by the Company for the fiscal
year ended June 30, 1998, versus the fiscal year ended June 30, 1997.
LONG-TERM COMPENSATION
The Company's stock option and bonus plans and stock purchase programs
provide long-term incentive compensation for executive officers if the market
price of the Common Stock increases over time. In fiscal year 1998, 30,000 stock
options were granted to the executive officers listed in "Executive
Compensation -- Summary Compensation Table."
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
During fiscal year 1998, the Chief Executive Officer's base salary rate was
$320,000, a $15,860 increase from fiscal year 1997. For fiscal year 1998, the
Chief Executive Officer's total salary and bonus was $690,084, compared to
$491,702 in fiscal year 1997. These increases reflect the judgment of the
Committee and the Board that such increases are justified by the significant
improvement in the Company's performance in fiscal 1998 as compared to fiscal
1997.
TAX DEDUCTIBILITY LIMITATIONS FOR EXECUTIVE COMPENSATION
Section 162(m) of the Federal Tax Code places a $1 million yearly limit on
the Company's ability to deduct certain types of executive compensation. Final
regulations on the Section 162(m) limit were issued by the Internal Revenue
Service in December 1995. The Committee did not deem any modifications to the
Company's compensation program necessary in response to the final regulations.
The Company's practice is, and it is anticipated that it will continue to be, to
maximize the tax deductibility of expenses incurred for executive compensation.
The Section 162(m) limitation had no effect on the Company in fiscal year 1998.
COMPENSATION COMMITTEE MEMBERS
The foregoing report has been provided by the Compensation Committee of the
Board of Directors.
HUMAN RESOURCES AND
COMPENSATION COMMITTEE
MAXINE K. CLARK, Chairman
GENE STALLINGS
DR. JAMES F. GAERTNER
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP to serve as the
Company's independent public accountants for fiscal year 1998. A representative
of Ernst & Young LLP is expected to be present at the Meeting. The
representative will be afforded the opportunity to make a statement and to
respond to appropriate questions of stockholders.
14
<PAGE> 17
ANNUAL REPORT ON FORM 10-K
The Company will provide, free of charge, at the written request of any
stockholder, a copy of the Company's Annual Report on Form 10-K, without
exhibits, which incorporates by reference the Company's financial statements and
includes the related financial statement schedule. The Company will provide
copies of the exhibits, should they be requested, and may impose a reasonable
fee for providing such exhibits. Requests for the Company's Annual Report on
Form 10-K should be mailed to Tandy Brands Accessories, Inc., 690 East Lamar
Blvd., Suite 200, Arlington, Texas 76011, Attention: Stanley T. Ninemire.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 1999
Annual Meeting of Stockholders must be received at the Company's principal
executive offices no later than May 7, 1999 in order to be considered for
inclusion in the Company's proxy materials relating to that meeting.
By Order of the Board of Directors
DARREL A. RICE,
Secretary
September 4, 1998
15
<PAGE> 18
1420-PS-98
<PAGE> 19
PROXY
TANDY BRANDS ACCESSORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undereigned security holder of Tandy Brands Accessories, Inc., a Delaware
corporation, hereby appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of
them, with full power of substitution, to represent and to vote on behalf of the
undersigned all securities which the undersigned is entitled to vote at the
Annual Meeting of Stockholders scheduled to be held on Tuesday, October 20,
1998, at 9:00 A.M. local time, at the Hyatt Regency DFW, International Parkway,
inside Dallas/Ft.Worth Airport, DFW Airport, Texas 75261, and at any adjournment
or adjournments thereof, hereby revoking all proxies heretofore given with
respect to such securities upon the matters described in the Notice of Annual
Meeting of Stockholders and related Proxy Statement for the Annual Meeting
(receipt of which is hereby acknowledged), and upon any other business that may
properly come before such Annual Meeting.
THE SECURITIES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ON THE
REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, THE PROXIES NAMED ABOVE INTEND
TO VOTE THE SECURITIES AT THEIR DISCRETION FOR THE ELECTION OF THE NOMINEES
LISTED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING AND OTHERWISE AT THE
DISCRETION OF THE PROXIES.
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
<PAGE> 20
================================================================================
[1420-TANDY BRANDS ACCESSORIES, INC.][FILE NAME:TB82A.ELX][VERSION-1][9/3/98]
DETACH HERE
- --------------------------------------------------------------------------------
Please mark
[ X ] votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
LISTED BELOW AS DIRECTORS AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
<TABLE>
<CAPTION>
<S> <C> <C>
1. To elect Class II Directors 2. In their discretion upon such other matters as properly come
Nominees: C.A. Rundell,Jr., Robert E. Runloe before the meeting.
FOR WITHHELD
BOTH [ ] [ ] FROM
NOMINEES BOTH
NOMINEES
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
[ ]
----------------------------------------------
For both nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE,
SIGN AND RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
Please sign exactly as name appears herein. When signing
as attorney, executor, administrator, trustee or guardian,
please give full title as such. If corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person. (Only one signature is required in the
case of securities registered in the name of two or more
persons.)
Signature: Date: Signature: Date:
----------------------------- ---------------- -------------------------- -----------------
</TABLE>
