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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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-12
</TABLE>
TANDY BRANDS ACCESSORIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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TANDY BRANDS ACCESSORIES, INC. LOGO
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 17, 2000
Dear Shareholder:
We will hold this year's annual meeting of stockholders on October 17, 2000
at 10:00 a.m. We will hold the meeting at our Accessory Design Group
distribution center at 3631 West Davis, Suite A, Dallas, Texas 75211. At the
meeting, we will ask you to consider and vote on the re-election of Dr. James F.
Gaertner, Mr. Gene Stallings and Mr. Roger R. Hemminghaus as directors. If
re-elected they will serve for three-year terms which will expire in 2003, or
until their successors are elected and qualified. We will also discuss and take
action on any other business that is properly brought before the meeting.
If you were a stockholder on September 8, 2000, you are entitled to notice
of and to vote on the proposals at this year's meeting.
We hope you will find it convenient to attend the annual meeting in person.
Whether or not you plan to attend, please complete, date and sign the enclosed
proxy card and return it promptly in the enclosed postage-paid envelope to
ensure your vote is represented. You may also revoke your proxy in the manner
described in the accompanying proxy statement at any time before the vote is
taken and vote your shares personally at the meeting.
By Order of the Board of Directors
/s/ W. MIKE BAGGETT
W. Mike Baggett
Secretary
Arlington, Texas
September 8, 2000
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. LOGO
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 17, 2000
We are pleased to present you with this "plain english" proxy statement in
connection with this year's annual meeting. We hope you will find it easy to
read and understand. We also hope you will come to our annual stockholders'
meeting on Tuesday, October 17, 2000.
As you will see in the accompanying Annual Report, the past year was a
significant year for Tandy Brands. At the annual meeting, after we vote on the
proposal described in this proxy statement, we will present a brief report on
the past year for Tandy Brands, as well as an overview of our plans for the
upcoming year and beyond. As always, we will conclude the meeting by inviting
you to ask questions and make comments.
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.
We look forward to seeing you at this year's meeting.
Sincerely,
/s/ J.S.B. JENKINS
J.S.B. JENKINS
President and Chief Executive
Officer
<PAGE> 4
QUESTIONS AND ANSWERS
WHY DID I RECEIVE THIS PROXY STATEMENT?
On September 15, 2000, we began mailing this proxy statement to everyone
who was a stockholder of record of our company on September 8. Only stockholders
of record on the close of business on this date are entitled to vote at the
meeting. The purposes of this proxy statement are:
- to let our stockholders know when and where we will hold our annual
stockholders' meeting;
- to provide detailed information about the three directors who will be
voted on for re-election; and
- to provide updated information about our company that you should consider
in order to make an informed decision at the meeting.
To achieve a quorum at the meeting, a majority of shares must be present either
in person or by proxy. At the close of business on the record date, there were
5,818,318 shares of our common stock outstanding, held by approximately 1,145
holders of record. Each holder of record is entitled to one vote per share.
I RECEIVED MORE THAN ONE PROXY STATEMENT. WHY?
If you received more than one proxy statement, your shares are probably
registered differently or are in more than one account. Please vote each proxy
that you received.
WHAT WILL OCCUR AT THE ANNUAL MEETING?
First we will determine whether enough stockholders are present at the
meeting to conduct business. A stockholder will be deemed to be "present" at the
meeting if the stockholder
- is present in person, or
- is not present in person but has voted by proxy prior to the meeting.
According to our bylaws, holders of at least a majority of our outstanding
shares must be present at this year's meeting in order to conduct the meeting.
If holders of fewer than a majority of our outstanding shares are present at the
meeting, we will reschedule the meeting. The new meeting date will be announced
at the meeting.
After each proposal has been voted on at the meeting, we will discuss and
take action on any other matter that is properly brought before the meeting.
Also, some of our officers will report on our recent financial results and our
current operations.
If enough stockholders are present at the meeting to conduct business, then
we will vote on the proposal to re-elect Dr. James F. Gaertner, Mr. Gene
Stallings and Mr. Roger R. Hemminghaus as members of our board of directors.
This proposal has been approved by our board of directors. The board of
directors is now soliciting your vote on the proposal and recommends that you
vote FOR the re-election of each of the director nominees.
HOW DO I VOTE IF I DO NOT PLAN TO ATTEND THE ANNUAL MEETING?
In addition to voting in person at the meeting, you may mark your
selections on the enclosed proxy card, date and sign the card, and return the
card in the enclosed envelope. We encourage you to vote now even if you plan to
attend the meeting in person. If your shares are in a brokerage account you may
receive different voting instructions from your broker.
Please understand that voting by any means other than voting in person at
the meeting has the effect of appointing J.S.B. Jenkins, our President and Chief
Executive Officer, and Stanley T. Ninemire, our Senior Vice President and Chief
Financial Officer, as your proxies. They will be required to vote on the
proposal described in this proxy statement exactly as you have voted. However,
if any other matter requiring a
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<PAGE> 5
stockholder vote is properly raised at the meeting, then Mr. Jenkins and Mr.
Ninemire will be authorized to use their discretion to vote on such issues on
your behalf.
All shares of common stock that are represented at the annual 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 each of the nominees for director.
HOW MANY VOTES ARE NECESSARY TO RE-ELECT THE NOMINEES FOR DIRECTOR?
Each nominee must receive the affirmative vote of a majority of shares
either present at the meeting or represented by proxy to be elected.
WHAT IF A NOMINEE IS UNWILLING OR UNABLE TO STAND FOR RE-ELECTION?
Each of the persons nominated for re-election has agreed to stand for
re-election. We are not aware of any intention of any nominee to not stand for
re-election or any circumstances which would cause any nominee to not stand for
re-election. However, if unexpected events arise which cause one or more of the
nominees to be unable to stand for re-election, then either
- our board of directors can vote at the meeting to reduce the size of the
board of directors, or
- our board of directors may, during the meeting, nominate another person
for director.
Your vote is completely confidential.
It is important for you to understand that if our board of directors
nominates someone at the meeting, the person to whom you have given your proxy
will be able to use his or her discretion to vote on your behalf for the
candidate of his or her choice.
WHO COUNTS THE VOTES AND HOW ARE THE VOTES TREATED?
We will appoint two persons as inspectors of election for the meeting who
will count the votes cast. They will treat shares represented by proxies that
abstain as shares that are present and entitled to vote when determining if a
quorum exists and when determining the outcome of any matter voted upon by the
stockholders.
The inspectors of election will consider shares held by brokers or nominees
as shares that are present and entitled to vote when determining the presence of
a quorum. These brokers and nominees do not:
- have instructions from the beneficial owners on how to vote the shares.
- have discretionary power to decide how to vote the shares.
The inspector will not treat the brokers' or nominees' shares as present or
entitled to vote on outcome determinative matters which the brokers or nominees
do not have discretionary power to vote. However those shares are considered for
quorum purposes and may be entitled to vote on other matters.
WHAT IF I WANT TO CHANGE MY VOTE?
You can change your vote on a proposal at any time before the meeting for
any reason by revoking your proxy. Proxies may be revoked by:
(1) filing a written notice of revocation, which includes a later date
than the proxy date, with our secretary at or before the meeting;
(2) properly executing a later proxy relating to the same shares; or
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<PAGE> 6
(3) attending the meeting and voting in person; however, 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.
WHO PAYS FOR THIS SOLICITATION?
We, the company, will pay for the cost of soliciting proxies. Our
directors, officers and employees may solicit proxies. They will not be paid for
soliciting the proxies but may be reimbursed for out-of-pocket expenses related
to the proxy solicitation. Proxies may be solicited in person, by mail, by
telephone, by telegram or other means of communication. We will make
arrangements with custodians, nominees and fiduciaries in order to forward proxy
solicitation materials to beneficial owners of common stock.
WHO IS OUR INDEPENDENT PUBLIC ACCOUNTANT THIS YEAR?
Our board of directors selected Ernst & Young LLP to serve as our
independent public accountant for the 2001 fiscal year. A representative of
Ernst & Young LLP is expected to attend the meeting. The representative will
have the opportunity to make a statement at the meeting and respond to
appropriate questions from you, our stockholders.
HOW DO I RAISE AN ISSUE FOR DISCUSSION OR VOTE AT THE ANNUAL MEETING?
If you wish to present a proposal for consideration at an annual meeting,
you must send written notice of the proposal to our corporate secretary. We have
not received notice of any stockholder proposals to be presented at this year's
meeting.
If you would like your proposal to be included in next year's proxy
statement, you must submit it to our corporate secretary by no later than May 6,
2001. We will include your proposal in our next annual proxy statement if it is
a proposal that we would be required to include pursuant to the rules of the
Securities and Exchange Commission.
You may write to our corporate secretary at 690 East Lamar Blvd., Suite
200, Arlington, Texas 76011.
If a stockholder raises a matter at the meeting that requires a stockholder
vote, the person to whom you have given your proxy will use his or her
discretion to vote on the matter on your behalf.
According to our bylaws, any proposal properly raised at the meeting by a
stockholder will require the affirmative vote of a majority of the shares deemed
present at the meeting, whether in person or by proxy.
HOW CAN I RECEIVE A COPY OF THE ANNUAL REPORT?
We provide a free copy of our Annual Report on Form 10-K that excludes
exhibits but includes related financial statement schedules. If a stockholder
would also like the report's exhibits, we will provide copies of the exhibits.
We may charge a reasonable fee for providing these exhibits.
In order to receive this report, you must request a report in writing and
mail the request to Tandy Brands Accessories, Inc., 690 East Lamar Blvd., Suite
200, Arlington, Texas 76011, Attention : Chief Financial Officer.
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<PAGE> 7
PROPOSAL ONE: RE-ELECTION OF DIRECTORS
Our certificate of incorporation divides our board of directors into three
classes, with each class serving a three-year term. One class of directors is
elected at each annual meeting of stockholders. The terms of Dr. James F.
Gaertner, Mr. Gene Stallings and Mr. Roger R. Hemminghaus expire at this year's
meeting. These current directors are being nominated for re-election to our
board of directors to serve until the 2003 annual meeting of stockholders or
until their successors are elected and qualified. The remaining four directors
will continue to serve on our board of directors until their respective terms
expire and until their successors are elected and qualified. The authorized size
of our board of directors is from three to nine directors and is presently set
at seven by resolution of our board of directors.
WHO IS NOMINATED FOR RE-ELECTION TO OUR BOARD OF DIRECTORS?
DR. JAMES F. GAERTNER, 57, has been a director since November 1990 and
Chairman of the Board since October 1998. Dr. Gaertner served as Dean of the
College of Business at The University of Texas at San Antonio ("UTSA") from
September 1, 1987 until June 30, 2000 and is currently on sabbatical from UTSA.
Before his appointment as Dean, 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. 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 to his employment at Tex Tan
Welhausen, he was employed as a member of the audit staff of KPMG Peat Marwick
in Houston.
MR. GENE STALLINGS, 65, has been a director 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. Before coaching at
Alabama, 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 Peoples 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 is also a member of the Board of Disability Resources, a non-profit
organization supporting group housing for physically and mentally handicapped
individuals.
MR. ROGER R. HEMMINGHAUS, 64, has been a director since June 2000 when he
was appointed to fill the vacancy created by Maxine Clark's resignation from our
board of directors. Mr. Hemminghaus is currently the Chairman of the Federal
Reserve Bank of Dallas and a director of billserv.com, CTS Corporation, Luby's,
Inc. and Xcel Energy, Inc. Since January 2000, Mr. Hemminghaus has been the
Chairman Emeritus of the Board of Directors of Ultramar Diamond Shamrock Corp.
From 1996 to 1999, Mr. Hemminghaus served as the Chairman of the Board and Chief
Executive Officer of Ultramar Diamond Shamrock Corp. and from 1999 to January
2000 he served as the Chairman of the Board. From 1987 to 1996, Mr. Hemminghaus
served as the Chairman and Chief Executive Officer of Diamond Shamrock Corp. Mr.
Hemminghaus also serves as the Chairman of the Board of Regents of Texas
Lutheran University and serves on the National Executive Board of the Boy Scouts
of America.
There are no arrangements or understandings between the nominees and any
other person relating to the nominees' selection.
WHAT VOTE IS REQUIRED TO RE-ELECT THE NOMINEES?
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. Our board of directors recommends a vote FOR election of each of the
nominees. There are no arrangements or understandings between the nominees and
any other person pursuant to which nominees were selected as nominees.
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<PAGE> 8
WHO ARE OUR CONTINUING DIRECTORS?
The following persons are the members of our board of directors whose terms
will continue after this year's annual meeting:
MR. MARVIN J. GIROUARD, 61, has been a director since June 1998. Mr.
Girouard is presently the Chairman, 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. Mr. Girouard's
term expires at the 2002 annual meeting.
MR. J.S.B. JENKINS, 57, has been our President and Chief Executive Officer
and a director since our formation in November 1990. Mr. Jenkins served as
Executive Vice President of The Bombay Company, Inc. ("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 we were 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.
Before Bombay, Mr. Jenkins was Vice President and Production Manager of Tex Tan
Welhausen Co., a division of Bombay, from 1974 until 1977. In 1977 he was named
Executive Vice President of that division. Mr. Jenkins is also 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. Mr. Jenkins' term expires at the
2002 annual meeting.
MR. C. A. RUNDELL, JR., 68, has been a director since November 1990. Since
1988, Mr. Rundell has owned and operated Rundell Enterprises, a sole
proprietorship engaged in providing acquisition and financial consulting
services to business enterprises. Mr. Rundell is a director and member of the
executive committee of Tyler Corporation, a provider of information management
systems and services for county governments and other enterprises. Mr. Rundell
was previously the chief executive officer of Tyler Corporation from October
1996 to December 1998. From 1977 to 1988, Mr. Rundell was the president, chief
executive officer and director of Cronus. Mr. Rundell was a director and
chairman of the board of NCI Building Systems, Inc. from April 1989 to July
2000. Mr. Rundell is the chairman of the board and chief executive officer of
Integrated Security Systems, Inc. and he is also a director of Dain Rauscher
Corporation, Renaissance US Growth and Income Trust PLC and Renaissance Capital
Growth & Income Fund III, Inc.
MS. COLOMBE M. NICHOLAS, 55, has been a director since October 1999. Ms.
Nicholas served as President and Chief Executive Officer for Anne Klein Group, a
women's fashion apparel company, from August 1996 to July 1999, when the company
was sold to Kasper, ASL. From December 1993 to July 1996, Ms. Nicholas served as
President and Chief Executive Officer of Orr Felt Company, a family-owned
business that provides felt for paper manufacturing. From April 1991 to November
1993, she was the President and Chief Operating Officer of Giorgio Armani
Fashion Corporation, the largest licensee of Armani Spa, Italy. From May 1980 to
January 1989, Ms. Nicholas served as President and Chief Executive Officer of
Christian Dior New York, a designer fashion company. Ms. Nicholas also serves on
the board of directors of Ashford.com, Inc. and Leader Technology.com.
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<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
WHO OWNS MORE THAN 5% OF OUR STOCK?
The following table sets forth information as of September 8, 2000 with
respect to the shares of our common stock beneficially owned by each person
(excluding our officers and directors) who we know to be the beneficial owner of
more than 5% of our common stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF OWNERSHIP
------------------- --------------------- ------------
<S> <C> <C>
Tandy Brands Accessories, Inc. ....................... 955,749(2) 16.4%
Employees Investment Plan
P.O. Box 1290
Fort Worth, Texas 76101-1290
Richard Liu........................................... 399,857 6.9%
c/o Superior Leather Ltd.
Unit 510 Tower 2, Enterprise Square
9 Sheung Yuet Rd
Kowloon Bay
Kowloon, Hong Kong
FMR Corp.............................................. 573,900 9.9%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
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(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (a) voting power with respect thereto,
including the power to vote or to direct the voting of such shares, or (b)
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 Morgan
Stanley Dean Witter Trust FSB, as trustee, subject to the right of
participants in the plan to direct the voting of each of their allocable
shares of our 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.
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HOW MUCH STOCK DO OUR EXECUTIVE OFFICERS AND DIRECTORS OWN?
The following table sets forth information as of September 8, 2000 with
respect to the shares of our common stock beneficially owned by each of our
directors and executive officers and our directors and executive officers as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE OF
NAME OWNED(1) OWNERSHIP
---- ---------------- -------------
<S> <C> <C>
Dr. James F. Gaertner................................... 34,105(2) *
J.S.B. Jenkins.......................................... 618,502(3) 10.5%
C.A. Rundell, Jr. ...................................... 35,082(4) *
Roger R. Hemminghaus.................................... 6,000(5) *
Colombe M. Nicholas..................................... 1,000(6) *
Gene Stallings.......................................... 9,387(7) *
Marvin J. Girouard...................................... 6,900(8) *
Jerry Wood.............................................. 198,514(9) 3.4%
Stanley T. Ninemire..................................... 100,396(10) 1.7%
All directors and executive officers as a group (9
persons).............................................. 1,009,886(11) 16.6%
</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 (a) voting power with respect
thereto, including the power to vote or to direct the voting of such
shares, or (b) 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.
(2) Includes 3,375 shares held of record by Dr. Gaertner, 26,750 shares subject
to stock options exercisable within 60 days and 3,980 shares attributable
to ownership of stock units under our 1995 Stock Deferral Plan for
Non-Employee Directors.
(3) Includes 344,559 shares held of record by Mr. Jenkins, 99,733 shares
subject to stock options exercisable within 60 days, 3,649 shares held
indirectly through our Stock Purchase Program, and 23,729 shares held
indirectly through our Benefit Restoration Plan. Also includes 146,832
shares held in our 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, 22,083 shares subject
to stock options exercisable within 60 days and 3,569 shares attributable
to ownership of stock units held in our 1995 Stock Deferral Plan for
Non-Employee Directors.
(5) Includes 3,500 shares held of record by Mr. Hemminghaus and 2,500 shares
subject to stock options exercisable within 60 days.
(6) Includes 1,000 shares subject to stock options exercisable within 60 days.
(7) Includes 2,837 shares held of record by Mr. Stallings and 6,550 shares
subject to stock options exercisable within 60 days.
(8) Includes 2,000 shares held of record by Mr. Girouard and 4,900 shares
subject to stock options exercisable within 60 days.
(9) Includes 73,537 shares held of record by Mr. Wood, 65,754 shares subject to
stock options exercisable within 60 days, 1,973 shares held indirectly
through our Stock Purchase Program and 5,313 shares held indirectly through
our Benefit Restoration Plan. Also includes 51,937 shares held in our
Employees Investment Plan, as to which Mr. Wood disclaims beneficial
ownership.
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(10) Includes 48,810 shares held of record by Mr. Ninemire, 24,166 shares
subject to stock options exercisable within 60 days, 1,827 shares held
indirectly through our Stock Purchase Program and 1,226 shares held
indirectly through our Benefit Restoration Plan. Also includes 24,367
shares held in our Employees Investment Plan, as to which Mr. Ninemire
disclaims beneficial ownership.
(11) Includes 253,436 shares subject to stock options exercisable within 60
days, 7,449 shares held indirectly through our Stock Purchase Program,
223,136 shares held in our Employees Investment Plan, 30,268 shares held
indirectly through our Benefit Restoration Plan and 7,549 shares
attributable to ownership of stock units held in our 1995 Stock Deferral
Plan for Non-Employee Directors.
HAVE OUR DIRECTORS, EXECUTIVE OFFICERS AND 10% STOCKHOLDERS COMPLIED WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934?
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than ten-percent of the common
stock, to file with the Securities and Exchange Commission. These persons must
file initial reports of ownership. They must also file reports of changes in
ownership of common stock and other equity securities of our company. Officers,
directors and greater than ten-percent stockholders are required by federal
regulations to provide us with copies of all Section 16(a) reports they file.
Marvin Girouard, a director, filed a statement of change of beneficial
ownership for the month of September 1999 in November 1999. Except for this late
filing, to our knowledge, our officers, directors and greater than ten-percent
stockholders complied with all applicable Section 16(a) filing requirements
during the fiscal year ending June 30, 2000. Our knowledge is based solely on a
review of the copies of such reports made available to us and written
representations that no other reports were required.
OTHER INFORMATION YOU NEED TO MAKE A DECISION
WHO ARE OUR EXECUTIVE OFFICERS?
The following table lists the names and ages of our current executive
officers and all positions they hold. Each of the listed officers has been
appointed by our board of directors and serves at the discretion of the board of
directors. We sometimes refer to these officers as the "named executive
officers."
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD
---- --- --------------
<S> <C> <C>
J.S.B. Jenkins............................... 57 President, Chief Executive Officer and
Director
Jerry W. Wood................................ 55 Executive Vice President
Stanley T. Ninemire.......................... 44 Senior Vice President, Chief Financial
Officer and Assistant Secretary
</TABLE>
Mr. Jenkins business experience information can be found under "Who are our
continuing directors?"
MR. JERRY W. WOOD has been our Executive Vice President since May 1995.
Prior to that time, he was our Senior Vice President from September 1994 through
May 1995 and was our Vice President from our formation in November 1990 through
September 1994. Mr. Wood served as Executive Vice President of our company's
division of Bombay from April 1986 until December 31, 1990. Before that time,
Mr. Wood was the 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 re-joined us in January 1997 as our Senior Vice
President, Chief Financial Officer and Assistant Secretary. Mr. Ninemire was
previously our Vice President -- International Operations from November 1994
through June 1995. He was also our Vice President and Treasurer from our
formation in November 1990 until November 1994. In addition, Mr. Ninemire was
our Secretary from November 1990 to June 1991 and an Assistant Secretary from
June 1991 through November 1994. From July 1995 to December
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<PAGE> 12
1996, Mr. Ninemire was Senior Vice President of Finance and Operations of
Practitioners Publishing Company, a division of Thomson Publishing. Mr. Ninemire
is a certified public accountant.
There are no family relationships between any directors and executive
officers.
HOW DO WE COMPENSATE OUR EXECUTIVE OFFICERS?
We believe compensation of our executive officers and other key management
personnel should be directly and materially linked to our operating performance.
We try to achieve this linkage through short-term incentives which weigh
executive compensation towards bonuses paid on the basis of our performance and
long-term incentives to own and hold substantial investments in our common
stock.
The human resources and compensation committee of our board of directors,
which consists of three independent, non-employee directors, manages our
executive compensation program. The current members of this committee are Marvin
Girouard, Gene Stallings and Colombe Nicholas. This committee submits all issues
concerning executive compensation to the full board of directors for approval.
This committee does not review or approve stock option grants.
Annual and Long-Term Compensation. The following table includes certain
information concerning annual and long-term compensation for all executive
services for the fiscal years ended June 30, 2000, 1999 and 1998 paid to Mr.
Jenkins, our President and Chief Executive Officer, and each of our other
executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
FISCAL -------------------- UNDERLYING COMPENSATION
NAME/TITLE YEAR SALARY($) BONUS($) OPTIONS(#) ($)(1)
---------- ------ --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
J.S.B. Jenkins................... 2000 $375,000 $ 0 25,000 $49,715
President and Chief 1999 350,000 182,100 15,000 68,930
Executive Officer 1998 320,000 370,084 15,000 91,059
Jerry W. Wood.................... 2000 $200,000 $ 0 12,000 $29,159
Executive Vice 1999 188,000 73,372 10,000 36,963
President 1998 179,000 201,168 10,000 53,517
Stanley T. Ninemire.............. 2000 $182,000 $ 0 12,000 $30,635
Senior Vice President, 1999 170,000 39,508 10,000 34,454
Chief Financial Officer 1998 156,000 103,409 6,000 41,008
and Assistant Secretary
</TABLE>
---------------
(1) Primarily represents automobile allowances and our matching contributions
under our Stock Purchase Program, our Benefit Restoration Plan and our
Employees Investment Plan.
Stock Options. The following table presents information on stock options
granted to each of our executive officers during the fiscal year ending on June
30, 2000:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE OF ASSUMED
PERCENTAGE OF ANNUAL RATES OF STOCK
NUMBER OF SHARES OPTIONS GRANTED PRICE APPRECIATION
UNDERLYING TO EMPLOYEES FOR OPTION TERM(1)
OPTIONS DURING FISCAL EXERCISE PRICE EXPIRATION ---------------------
NAME GRANTED YEAR PER SHARE DATE 5% 10%
---- ---------------- ------------------ -------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
J.S.B. Jenkins........ 25,000 17.30% $16.813 7/1/09 $264,340 $699,890
Jerry W. Wood......... 12,000 8.30% $16.813 7/1/09 126,883 321,547
Stanley T. Ninemire... 12,000 8.30% $16.813 7/1/09 126,883 321,547
</TABLE>
---------------
(1) The amounts shown in these columns represent the potential realizable values
using the options granted and the exercise price. The SEC executive
compensation disclosure rules sets the assumed rates of stock appreciation.
The rates are not intended to predict appreciation of our common stock.
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<PAGE> 13
Stock Option Exercises. The following table presents certain information
concerning options exercised during the fiscal year ending June 30, 2000 by each
of our executive officers. The table also includes the value of unexercised
options held by our named executive officers at June 30, 2000.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.S.B. Jenkins........... 0 $0 81,400 40,000 $16,875 $0
Jerry W. Wood............ 0 0 53,087 22,001 46,522 0
Stanley T. Ninemire...... 0 0 14,833 20,667 11,250 0
</TABLE>
---------------
(1) The June 30, 2000 closing market price of $7.875 is used in the calculation
to determine the value of unexercised options.
Severance Agreements. In July 1999, we entered into severance agreements
with J.S.B. Jenkins, Jerry Wood and Stan Ninemire. Each severance agreement has
a three year term but is automatically extended on a year-to-year basis after
the end of the term unless a change in control, as defined in the agreement,
occurs. If a change in control occurs, the severance agreements will remain in
effect until all benefits which are due have been paid. If within three years
after a change of control occurs, the officer's employment is terminated, other
than as a result of permanent disability or for cause, or the officer terminates
his employment as a result of certain events, the officer will be entitled to an
amount equal to 200% of the officer's aggregate base pay plus incentive pay. In
addition, if a change of control occurs:
- all of the officer's stock options will immediately vest;
- all restrictions on any restricted stock granted to the officer will
lapse; and
- the officer will receive all performance shares granted prior to the
change of control.
Under the severance agreements, each officer will, for two years following
termination, continue to receive the same employee benefits they received prior
to termination. All amounts payable under each severance agreement cannot exceed
299% of the officer's "base amount" as determined under the Internal Revenue
Code of 1986, as amended.
DID WE HAVE TRANSACTIONS WITH OUR OFFICERS, DIRECTORS OR 5% STOCKHOLDERS?
Officer Loan. During the spring of 2000, we made three loans to Jerry Wood,
one of our executive officers. The first loan was for $40,000. It accrued
interest at 6% annually. The loan was not secured by collateral and was
evidenced by a promissory note. Mr. Wood repaid this loan on June 25, 2000.
The second loan was for $55,000. This loan accrues interest at 6% per year
and all outstanding principal and interest are due on or before August 1, 2001.
This loan is not secured by collateral is evidenced by a promissory note. Any
past due principal and interest will bear interest at an 8% annual rate. The
amount outstanding on this loan at September 8, 2000 was $55,000. Mr. Wood can
repay the promissory note at any time without penalty.
The third loan to Mr. Wood was for $36,000 and accrued interest at 6%
annually. The loan was not secured by collateral and was evidenced by a
promissory note. Mr. Wood repaid this loan on June 30, 2000.
Inventory Purchase. During fiscal 2000, we purchased inventory of
approximately $41,775,000, based on the fair market value of the inventory, from
Superior Leather, Ltd. of Kowloon, Hong Kong. Mr. Richard Liu, who owns
approximately 6.9% of our outstanding common stock, is a principal of Superior
Leather. We are of
11
<PAGE> 14
the opinion that such inventory was purchased on terms and at prices which are
no less favorable than could be negotiated in arms-length transactions with
unaffiliated third parties.
HOW DID OUR COMMON STOCK PERFORM COMPARED TO CERTAIN INDEXES?
The line graph on the following page compares the yearly percentage change
in the cumulative total stockholder return on our common stock. The graph
assumes 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 June 1995 through June 2000. The returns shown on the
graph are not necessarily indicative of future performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG TANDY BRANDS ACCESSORIES INC, THE NASDAQ STOCK MARKET (U.S.)
INDEX, AND THE S & P TEXTILES (APPAREL) INDEX
[5 YEAR GRAPH]
<TABLE>
<S> <C> <C>
Nasdaq Stock Market (U.S.) Tandy Brands Accessories, Inc.
6/95 100.00 100.00
6/96 128.39 118.52
6/97 156.15 140.74
6/98 205.58 275.93
6/99 296.02 253.70
6/00 437.30 116.67
<S> <C>
S&P Textiles (Apparel)
6/95 100.00
6/96 124.96
6/97 137.88
6/98 159.52
6/99 110.83
6/00 78.24
</TABLE>
HOW DO WE COMPENSATE OUR NON-EMPLOYEE DIRECTORS?
Meeting Fees. Non-employee directors currently receive an annual retainer
of $20,000, and a fee of $1,260 fee for each board meeting and each committee
meeting they attend. Committee chairmen receive an annual retainer of $1,575 in
addition to any applicable committee meeting fees. Our Chairman receives an
annual fee of $46,500 for all services. We also reimburse our directors for
travel, lodging and related expenses they incur in attending board and committee
meetings and we provide each director with directors and officers insurance and
travel accident insurance.
Stock Options. We are currently authorized to grant nonqualified stock
options to purchase up to 150,500 shares of our common stock to our non-employee
directors under our Nonqualified Formula Stock Option Plan for Non-Employee
Directors. The goal of this stock option plan is to provide a means of retaining
and attracting competent non-employee personnel to serve on our board of
directors by offering individuals long-term equity incentives tied to our
performance. Each of our non-employee directors are eligible to participate in
this option plan.
12
<PAGE> 15
When this option plan was originally adopted, each director was granted an
option to purchase 3,000 shares of our common stock. Currently, when a
non-employee director is first elected or appointed to our board of directors,
he or she is granted an option to purchase 1,000 shares of our common stock.
These options are fully vested when granted. Prior to July 1, 1999, the initial
grants to non-employee directors vested in 20% increments over five years.
This option plan was amended last year to provide that, concurrently with
each regular annual election of members of the board of directors, each
non-employee will receive an option to purchase 2,500 shares of our common stock
and our Chairman will receive an option to purchase 4,425 shares of our common
stock. The exercise price of these options is the closing price of our common
stock reported on the date the options are granted. Prior to the amendment to
the plan, each non-employee director who was previously elected to our board of
directors and continued to serve on the board received an option to purchase a
number of shares of our common stock of which the fair market value was equal to
150% of such director's annual retainer fee. All recurring option grants under
this plan are fully exercisable six months after the date they are granted.
Stock Deferral Plan. Our non-employee directors may elect in writing to
defer receipt of all of their annual and committee chair retainer fees and
meetings fees under our 1995 Stock Deferral Plan for Non-Employee Directors. All
amounts deferred are credited to a bookkeeping reserve account we maintain in
units which are equivalent in value to shares of our common stock, based on the
average closing price of our common stock during the quarter to which their
election applies. We can issue up to 50,000 shares of our common stock under
this stock deferral plan.
All stock units are fully vested and cannot be forfeited. Shares of stock
equal to the number of units deferred are payable in a singled distribution at
the time specified in the applicable deferral election, so long as that time is
not earlier than twelve months following the establishment of a particular unit.
Any declared cash dividends that would be payable on a number of shares of our
common stock equal to the units which are credited to a participating director's
account will be reinvested. Any units will also be adjusted for stock dividends
or other capital adjustments. In the event we experience a change in control,
all units will become immediately payable.
Prior Stock Option Plan. Prior to adopting the nonqualified formula stock
option plan for non-employee directors, our board of directors were entitled to
receive options under our nonqualified stock option plan for non-employee
directors. This plan authorized issuing options to purchase an aggregate of
30,000 shares of our common stock. Under this prior option plan, non-employee
directors could contribute either 50% or 100% of his or her annual retainer fees
to acquire common stock purchase options. The exercise price for these options
is 50% of the closing price of our common stock subject to the option on the
date of grant. Because the directors could contribute their retainer to purchase
the 50% discount and pay 50% of the fair market value on exercise of the option,
the total cost to acquire the shares would be 100% of the fair market value of
the stock on the date of grant. Because this prior stock option plan was not
widely used, we suspended use of this plan and now instead provide additional
opportunities for stock ownership through our stock deferral plan.
As of September 8, 2000, six directors were eligible to participate in our
benefit option plans for non-employee directors.
HOW MANY BOARD MEETINGS WERE HELD LAST YEAR?
We held six meetings of our board of directors during the 2000 fiscal year.
Each director attended at least seventy-five percent (75%) of the combined total
number of board meetings and all committee meetings on which they served.
WHAT ARE THE BOARD OF DIRECTORS' COMMITTEES? WHAT FUNCTIONS DO THEY SERVE?
Audit and Finance Committee. C.A. Rundell, James F. Gaertner and Roger R.
Hemminghaus currently serve on our audit and finance committee. Mr. Rundell is
the chairman of the committee. The primary function of our audit and finance
committee is to review the effectiveness of our accounting policies and
practices, our financial reporting and our internal controls.
13
<PAGE> 16
The audit and finance committee's basic role is to review and approve the
scope of the annual examination of our books and records. Other roles of the
committee include:
- reviewing the findings and recommendations of our outside auditors when
the audit is complete;
- considering the organization, scope and adequacy of our internal controls
function;
- monitoring the extent to which we have implemented changes recommended by
the independent auditors or the audit and finance committee; and
- providing oversight on our accounting principals and financial reporting.
The audit and finance committee met three times during the 2000 fiscal year.
Human Resources and Compensation Committee. Marvin Girouard, Gene Stallings
and Colombe Nicholas currently serve on our human resources and compensation
committee. Mr. Girouard is the chairman of the committee. Mr. Girouard, Mr.
Stallings and Maxine Clark comprised the committee until Ms. Clark's resignation
from the board of directors in April 2000. The human resources and compensation
committee primarily oversees the following:
- internal organization;
- salary and non-salary compensation;
- benefit programs;
- executive officer salaries, bonuses and option grants; and
- succession planing and related human resource matters.
The human resources and compensation committee met two times during the 2000
fiscal year. We do not have a standing nominating committee or a committee
performing similar functions.
None of the current or prior members of our human resources and
compensation committee is or was an officer or employee of Tandy Brands and none
of the members were a party to any material transaction with us during the past
fiscal year. In addition, none of our executive officers 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 our human resources and compensation
committee or our board of directors.
Administrative Committee. J.S.B. Jenkins, Jerry Wood and Dr. James F.
Gaertner serve on our administrative committee. Dr. Gaertner serves as the
chairman of the committee. The administrative committee's primary concern is the
administration of our employees investment plan. The administrative committee
met two times during the 2000 fiscal year.
14
<PAGE> 17
REPORT OF HUMAN RESOURCES AND COMPENSATION COMMITTEE
Our human resources and compensation committee is composed entirely of
non-employee directors. None of these directors participate in the compensation
programs described in this report. Our human resources and compensation
committee is responsible for reviewing and making recommendations to our board
of directors regarding the compensation of our executive officers. Our board of
directors has final approval of executive officer compensation.
We review the performance of each executive officer on at least an annual
basis. Base salary increases are based upon the results of performance reviews.
Base salary increases for the officers, excluding our chief executive officer,
are also based upon the recommendation of our president and chief executive
officer.
WHAT IS THE COMMITTEE'S PHILOSOPHY?
In determining executive officer compensation, we are guided by the
following objectives:
- Attracting, retaining and motivating highly qualified and committed
executive officers.
- Using the competitive employment marketplace as a guide to assessing and
establishing compensation levels.
- Determining total compensation to a meaningful degree by returns to our
stockholders.
- Exercising appropriate discretion and judgment in making individual
compensation determinations based on the performance and particular
employment position of the affected executive officer, our current
economic and business circumstances and prevailing conditions in the
marketplace.
- Encouraging executive officers to obtain and hold an equity stake in our
stock.
WHAT ARE THE COMPONENTS OF OUR EXECUTIVE OFFICERS INCENTIVE PLAN?
Under our fiscal 2000 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
- Matching contributions under our Stock Purchase Program, Employees
Investment Plan and Benefit Restoration Plan.
In establishing this plan, the human resources and compensation committee
collected comparative executive officer compensation using publicly available
sources. In addition, the committee updated information it had previously
collected through prior compensation surveys produced by independent
compensation firms to collect current compensation ranges for our peer group.
HOW WERE BASE SALARIES DETERMINED?
During fiscal year 2000, we sought to establish base salaries of our
executive officers at levels that, in the judgment of the human resources and
compensation committee and the board of directors, were sufficiently competitive
to attract and retain qualified executive officers. These salaries were
approximately equal to the average base salaries for comparable positions within
our peer group. The committee established the base salary portion of annual
compensation, which was increased for fiscal year 2000, at the beginning of the
fiscal year. We granted salary increases to our executive officers in order to
provide them with salaries comparable to those within our industry and peer
group.
15
<PAGE> 18
WERE INCENTIVE BONUSES PAID?
We structure our incentive bonuses to encourage achievement of our
performance goals with additional cash compensation directly related to our
performance. Our fiscal year 2000 compensation plan provided for incentive
bonuses based on:
- The extent to which fiscal year 2000 profit performance exceeded fiscal
year 1998 performance; and
- Return on asset performance in accordance with criteria established by
our board of directors.
We did not pay any bonuses to our executives for fiscal year 2000 because
our performance was below the minimum levels established in our compensation
plan. Under the plan, potential bonuses were set at performance levels that, in
the judgment of the committee and the board of directors, would facilitate
growth.
WHAT IS THE LONG-TERM COMPONENT OF EXECUTIVE COMPENSATION?
Our stock option and bonus plans and stock purchase programs provide
long-term incentive compensation for executive officers if the market price of
our common stock increases over time. We granted options to purchase 49,000
shares of our common stock to our executive officers during the past fiscal
year.
HOW WAS OUR CHIEF EXECUTIVE OFFICER'S COMPENSATION DETERMINED?
During fiscal year 2000, our chief executive officer's base salary rate was
$375,000, a $25,000 increase from fiscal year 1999. For fiscal year 2000, our
chief executive officer's total salary and bonus was $375,000, compared to
$532,100 in fiscal year 1999. The increase in base salary for fiscal 2000 was,
in the opinion of the committee and the board of directors, consistent with the
salaries for comparable positions within our industry and peer group. We did not
award any incentive bonus to our chief executive officer because we did not meet
our internal performance targets.
WHAT LIMITS DO THE TAX CODE PLACE ON DEDUCTING EXECUTIVE COMPENSATION?
Section 162(m) of the Federal tax code places a $1 million yearly limit on
our 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. Our practice is, and we anticipate 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 us in fiscal year 2000.
This report has been provided by the human resources and compensation
committee of our board of directors.
HUMAN RESOURCES AND
COMPENSATION COMMITTEE
MARVIN J. GIROUARD, Chairman
GENE STALLINGS
COLOMBE M. NICHOLAS
16
<PAGE> 19
1420-PS-00
<PAGE> 20
Detach Here
PROXY
TANDY BRANDS ACCESSORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned 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 17,
2000, at 10:00 A.M., local time, at the Accessory Design Group distribution
center at 3631 West Davis, Suite A, Dallas, Texas 75211, 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 CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------
<PAGE> 21
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.
1. To elect Class I Directors
NOMINEES: (01) Dr. James F. Gaertner, (02) Mr. Gene Stallings,
(03) Mr. Roger R. Hemminghaus
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ]
----------------------------------------
For all nominees except as noted above
2. In their discretion upon such other matters as properly come
before the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
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 hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. When shares are held by joint tenants, both should sign.
Signature: Date: Signature: Date:
----------------- ------ ---------------- ------
