<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No.______)
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or Section
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
OAKHURST COMPANY, INC.
(Name of Registrant as Specified In Its Charter)
____________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) an 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 in Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid: ______________________
2) Form, Schedule or Registration Statement No.: ______________________
3) Filing Party: ______________________
4) Date Filed: ______________________
<PAGE> 2
OAKHURST COMPANY, INC.
1001 SANTERRE DRIVE
GRAND PRAIRIE, TEXAS 75050
_______________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Oakhurst
Company, Inc., a Delaware corporation, will be held as follows:
DATE: Thursday, July 18, 1996
PLACE: The offices of Deloitte & Touche LLP
1633 Broadway, 7th Floor, New York, New York
TIME: 10:00 a.m., local time
PURPOSES: To elect one Class I director to serve for a term of three
years and until his successor is elected and qualified.
To consider the approval of an amendment to the 1994
Omnibus Stock Plan.
To transact such other business as may properly come
before the meeting including, but not limited to the
adjournment of the meeting for purposes of soliciting
additional proxies to achieve a quorum or to obtain an
affirmative vote on a proposal.
Only stockholders of record at the close of business on May 31, 1996 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By Order of the Board of Directors
Roger M. Barzun, Secretary
June 18, 1996
YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED. THE EXECUTION OF A PROXY
WILL NOT AFFECT A RECORD HOLDER'S RIGHT TO VOTE
IN PERSON IF PRESENT AT THE MEETING.
<PAGE> 3
OAKHURST COMPANY, INC.
1001 SANTERRE DRIVE
GRAND PRAIRIE, TEXAS 75050
(214) 660-4499
-------------------
PROXY STATEMENT
-------------------
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of Oakhurst Company, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders to be held on July 18, 1996 at the offices of Deloitte & Touche
LLP, 1633 Broadway, 7th Floor, New York, New York. Proxies in the form
enclosed will be voted at the meeting if they are properly executed, returned
to the Company prior to the meeting and not revoked prior to the voting.
A proxy may be revoked at any time before it is voted (i) by giving to the
Secretary of the Company written notice of revocation executed by the
stockholder of record, which notice must be received prior to the vote being
taken on the matter or matters as to which the proxy is being revoked, (ii) by
delivering prior to the vote being taken on a given matter a duly executed
proxy bearing a later date, or (iii) by the stockholder of record attending the
meeting and expressing a desire to vote the shares in person. This Proxy
Statement and the accompanying proxy were first sent to the Company's
stockholders on or about June 18, 1996.
MATTERS TO BE CONSIDERED
The Annual Meeting has been called for the following purposes:
1. To elect one Class I director for a term of three years
and until his successor is elected and qualified;
2. To consider the approval of an amendment to the 1994
Omnibus Stock Plan; and
3. To transact such other business as may properly come
before the meeting including, but not limited to the
adjournment of the meeting for purposes of soliciting
additional proxies to achieve a quorum or to obtain an
affirmative vote on a proposal.
RECORD DATE AND VOTING
Only stockholders of record at the close of business on May 31, 1996 (the
"Record Date") are entitled to notice of, and to vote at, the meeting or any
adjournment thereof. At the close of business on the Record Date, there were
3,201,144 shares of the common stock, $0.01 par value ("Common Stock") so held.
The Company has no other class of securities outstanding.
Each duly executed proxy received by the Company will be voted FOR the matters
described above unless the record holder otherwise specifies on the proxy, and
in the discretion of the proxy holders as to the transaction of any other
business that may properly come before the meeting. Other than the possible
adjournment of the meeting for purposes of soliciting additional proxies to
achieve a quorum or to obtain an affirmative vote on a proposal, the directors
do not know of any such other matter or business to be brought before the
meeting.
QUORUM, ABSTENTIONS, NON-VOTES AND VOTE REQUIRED
The presence in person or representation by proxy of the holders of a majority
of the Common Stock entitled to vote at the meeting is necessary to constitute
a quorum for the matters to be voted upon. In the absence of a quorum, the
stockholders present may nevertheless adjourn the meeting.
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<PAGE> 4
A holder of record of Common Stock is entitled to one vote for each share so
held on the Record Date. Each broker non- vote (i.e., the lack of a vote by a
holder on the matter in question because of lack of authority to do so when
that holder is present in person or by proxy and will or has voted on one or
more other matters as to which he does have authority) is counted for purposes
of determining the presence or absence of a quorum for the transaction of
business at the meeting, but will not be treated as a negative vote and
consequently will have no effect on the voting.
Election of Directors. The affirmative vote of the holders of a plurality of
the votes cast either in person or by proxy is required to elect directors.
Other Matters. Approval of each other matter before the meeting requires the
affirmative vote of the holders of a majority of the sum of the number of
shares of Common Stock voted for and against such matter.
PROXY SOLICITATION AND EXPENSES
The accompanying proxy is being solicited on behalf of the Board of Directors
of the Company. The expense of preparing, printing and mailing the form of
proxy and the solicitation material will be borne by the Company. In addition
to the use of the mails, proxies may be solicited by directors, officers and
employees of the Company, and if deemed necessary, through a third party
solicitation agent by means of personal interview, telephone, facsimile or
telegram. The Company will request banks, brokerage houses and other
custodians, nominees and fiduciaries to solicit their customers who are
beneficial owners of Common Stock and to forward solicitation materials to such
beneficial owners. The Company will reimburse them for their reasonable
out-of-pocket expenses incurred in such solicitation.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The following section contains certain information about the nominee for a
directorship, incumbent directors whose terms do not expire at the Annual
Meeting, and the Board of Directors.
The by-laws of the Company provide for such number of directors as is
determined from time to time by the Board of Directors. There are currently
seven directors divided into three classes, each class having a term of three
years. The new Class I director will be elected for a term of three years and
until his successor is elected and qualified.
In order to reduce the size of the Board to six members and thereby reduce
Board expenses, the Nominating Committee of the Board of Directors has
nominated one of the two incumbent Class I directors for election to the Board
at the Annual Meeting, and the nominee has expressed his intention to serve if
elected. Should the nominee become unavailable to serve when elected, the
proxy holders may vote each proxy (unless authority to vote has been withheld
for the nominee) for the election in his stead of any other person the
Nominating Committee may recommend. The proxy solicited by this Proxy
Statement cannot be voted for a greater number of persons than the number of
nominees named in this Proxy Statement.
<TABLE>
<CAPTION>
CURRENT
TERM DIRECTOR
NAME AGE EXPIRES SINCE CLASS
---- --- ------- ----- -----
<S> <C> <C> <C> <C>
Robert M. Davies (nominee) 45 1996 1991 I
John D. Abernathy 58 1997 1994 II
Mark Auerbach 58 1997 1991 II
Bernard H. Frank 75 1997 1995 II
Joel S. Lever 44 1998 1994 III
Anthony N. Puma 32 1998 1995 III
</TABLE>
BUSINESS HISTORY OF NOMINEE AND CONTINUING DIRECTORS
Mr. Davies. Mr. Davies has been a Vice President of Wexford Capital
Corporation, which acts as the investment manager to several private investment
funds since 1994. Since November 1, 1995, Mr. Davies has also served as
Executive Vice President of Wexford Management LLC, a private investment
- 2 -
<PAGE> 5
management company. From September 1993 to May 1994 he was a Managing Director
of Steinhardt Enterprises, Inc., an investment banking company, and from 1987
to August 1993, he was Executive Vice President of The Hallwood Group
Incorporated, a merchant banking firm. Mr. Davies is a director of the
Company's majority owned, publicly traded subsidiary, Steel City Products, Inc.
and of Wahlco Environmental Systems, Inc., an environmental equipment and
services company.
Mr. Abernathy. Mr. Abernathy has been Executive Director of Patton Boggs,
L.L.P., a Washington DC law firm, since January 1995. From March 1991 to
February 1994 he was the Managing Director of Summit, Solomon & Feldesman, a
New York City law firm, and from July 1983 until June 1990, Mr. Abernathy was
Chairman and Chief Executive Partner of BDO Seidman, a public accounting firm.
Mr. Abernathy is a director of Barringer Technologies, Inc., a manufacturer of
high sensitivity analytical instruments for chemical sensing, and Wahlco
Environmental Systems, Inc., an environmental equipment and services company.
Mr. Auerbach. Mr. Auerbach has been Chairman, President and Chief Executive
Officer of the Company and Chief Financial Officer of its publicly traded
subsidiary, Steel City Products, Inc., since December 1995. He has also been
Senior Vice President and Chief Financial Officer since April 1993 of Central
Lewmar, L.P., a fine paper merchant. From September 1992 until April 1993, he
was a partner of Marron Capital, L.P., an investment banking company. Prior to
that, he was President, Chief Executive Officer and Chairman of the Board of
Implant Technology, Inc., a manufacturer of artificial hip systems, from 1990
to 1992. He is a director of Pharmaceutical Resources, Inc., a generic drug
manufacturer. Mr. Auerbach is a certified public accountant.
Mr. Frank. Mr. Frank has been Executive Vice President and Chief Operating
Officer of the Company since May 1994 and is a founder of the Company's
majority owned, publicly traded subsidiary, Steel City Products, Inc., of which
he has been Chief Executive Officer since 1993, Chairman since 1994 and an
executive officer for more than the last five years.
Mr. Lever. Mr. Lever has been associated with the law firm of Kurzman &
Eisenberg or its predecessor since 1980, and became a member of the firm in
1984. Mr. Lever specializes in transactional business matters with particular
emphasis on fine arts publishing, distribution and investment, and the sale and
acquisition of commercial real estate entities. Prior to 1980, Mr. Lever was
an Assistant District Attorney for Kings County, New York.
Mr. Puma. Mr. Puma is President and founder (in 1988) of Puma Products,
Inc., which was acquired by the Company in October 1994. Before that, Mr. Puma
held various positions with SDI Corporation, a distributor of accessories to
the small truck and van conversion markets.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE FOR DIRECTOR
________________________________
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held five meetings during the fiscal year ended February
29, 1996. During that period, each incumbent director attended at least 75% of
the meetings of the Board of Directors held while he was a director, as well as
all meetings of committees of the Board on which he served.
The standing committees of the Board of Directors are the Audit Committee, the
Compensation Committee and the Stock Plans Committee. The Board established an
ad hoc Nominating Committee in May 1996 in connection with the 1996 Annual
Meeting of Stockholders.
The Audit Committee (composed of Messrs. Abernathy, Davies and Lever) reviews
the Company's system of internal controls, selects the Company's independent
auditors and accountants, and periodically reviews their services. The Audit
Committee held four meetings during the fiscal year ended February 29, 1996.
The Compensation Committee (composed of Mr. Davies and Richard Randolph, who is
not standing for re-election) reviews and determines cash compensation payable
to executive officers of the Company. The Compensation Committee held one
meeting during the fiscal year ended February 29, 1996.
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<PAGE> 6
The Stock Plans Committee (composed of Mr. Davies and Richard Randolph, who is
not standing for re-election) administers the Company's stock plans. The Stock
Plans Committee held one meeting during the fiscal year ended February 29,
1996.
The Nominating Committee (composed of Messrs. Auerbach, Davies, Frank and
Lever) was charged with making nominations for the 1996 Annual Meeting and
recommendations as to the size and make-up of the Board. The Nominating
Committee did not solicit or receive any nominations from shareholders.
DIRECTORS' COMPENSATION
Each director who is not an employee of the Company receives an annual fee of
$10,000, but no meeting fees, and is entitled to reimbursement for his
out-of-pocket expenses incurred in attending meetings. Non-employee directors
also receive annual stock option grants on May 1 each year under the
Non-Employee Director Stock Option Plan covering 3,000 shares of Common Stock,
which are immediately exercisable at an option price equal to the market value
on the date of grant.
PROPOSAL 2 -- AMENDMENT OF THE 1994 OMNIBUS STOCK PLAN
Stockholders are being asked to approve an amendment to the Company's 1994
Omnibus Stock Plan (the "Plan") adopted (subject to stockholder approval) by
the Board of Directors on December 18, 1995. The amendment authorizes the
issuance of an additional 150,000 shares under the Plan. At June 1, 1996,
employees of the Company have been granted stock and stock options covering
substantially all of the shares available for issuance under the Plan.
Additional options have been granted subject to the approval by the
stockholders of the increase in shares. The Board intends to continue to use
grants under the Plan to assist in attracting and retaining personnel who can
contribute to the growth and development of the Company. The amendment will
increase the number of shares of the Company's stock available for this
purpose.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PLAN SUMMARY
The following is a summary of the material features of the Plan, modified to
reflect the proposed amendment to increase the number of shares issuable under
the Plan. The summary is qualified in its entirety by the full text of the
Plan, a copy of which is available for review at the principal executive
offices of the Company and will be furnished to stockholders without charge
upon written request to Karen A. Stempinski, Assistant Secretary, at 1001
Santerre Drive, Grand Prairie, Texas 75050.
The 1994 Omnibus Stock Plan (the "Plan") was adopted by the Board of Directors
on April 29, 1994 in order to more directly align the interests of management
and key employees with those of the stockholders. The Plan provides for the
issuance of a maximum of 500,000 shares of Common Stock pursuant to the grant
of incentive stock options to employees and the grant of non-qualified stock
options, stock or restricted stock to employees, consultants, directors and
officers of the Company and its subsidiaries. Any employee of the Company or
its subsidiaries who is considered a key contributor to the overall success of
the consolidated enterprise is an eligible participant in the Plan. The last
sale price of the Common Stock on June 3, 1996 was $1.25 per share.
Approval by the stockholders of the amendment is sought in order to meet the
stockholder approval requirements of (i) the Plan itself; (ii) Section 422 of
the Internal Revenue Code (the "Code")with respect to the issuance of incentive
stock options; and (iii) Rule 16b-3 under the Securities Exchange Act of 1934,
which, in the case of certain plans and amendments thereto that have been
approved by stockholders, prevents the grant of options to directors, executive
officers and certain other affiliates from being deemed "purchases" for
purposes of the profit recapture provisions of Section 16(b) of that Act. The
directors and executive officers, some of whom are directors of the Company,
are eligible to receive options and stock awards under the Plan and will
therefore benefit from such approval.
GENERAL. The Plan is administered by the Stock Plans Committee (the
"Committee") of the Board of
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<PAGE> 7
Directors, none of whom by definition is eligible to receive options or awards
under the Plan. Subject to the provisions of the Plan itself, the Committee
has the authority to select the optionees or stock award recipients and
determine the terms of the options or stock granted, including: (i) the number
of shares; (ii) the term of the option (which may not exceed ten years); (iii)
the exercise or purchase price (which in the case of an incentive stock option
cannot be less than the market price of the Common Stock as of the date of
grant); (iv) the type and duration of any transfer or other restrictions; and
(v) the time and form of payment for stock and upon exercise of options.
Options granted are not transferable by the option holder except by will or by
the laws of descent and distribution. Also, generally, no incentive stock
option may be exercised more than 60 days following termination of employment.
However, in the event that termination is due to death or disability, an
incentive stock option is exercisable for a maximum of 180 days after such
termination.
FEDERAL INCOME TAX INFORMATION. Set forth below is a general summary of the
federal income tax consequences to the Company and to recipients who receive
options or restricted stock under the Plan. The following summary is not
intended to be exhaustive, does not address certain special federal tax
provisions, and does not address state, municipal or foreign tax laws.
Tax Treatment of Non-Qualified Stock Options. Under Section 83 of the
Code, optionees realize no taxable income when a non-qualified stock
option ("NSO") is granted. Instead, the difference between the fair
market value of the stock and the option price paid is taxed as
ordinary compensation income, on or after the date on which the option
is exercised. The difference is measured and taxed as of the date of
exercise if the stock is not subject at that time to a "substantial
risk of forfeiture," as defined in Section 83. To the extent that the
stock is subject to a substantial risk of forfeiture, the difference
is measured as of the date or dates on which the risk terminates. The
Plan permits the Compensation Committee to impose repurchase rights on
stock acquired upon exercise of options that would constitute such a
"substantial risk of forfeiture." If such repurchase rights are
imposed, the optionee would recognize taxable income and incur a tax
liability, and the optionee's holding period for tax purposes would
commence, in the year or years that the substantial risk of forfeiture
terminates with respect to the stock.
Alternatively, an optionee holding an NSO may elect, within thirty
days after the option is exercised, in accordance with Section 83(b),
to be taxed on the difference between the option exercise price and
the fair market value of the stock on the date of exercise even though
the stock acquired is subject to a substantial risk of forfeiture. If
the optionee makes this election, subsequent changes in the value of
the Common Stock at the time the forfeiture provisions lapse will not
result in ordinary compensation income to the optionee.
The Company receives no tax deduction on the grant of an NSO, but is
entitled to a tax deduction when the optionee recognizes taxable
income on or after exercise of the option, in the same amount as the
income recognized by the optionee.
Tax Treatment of Incentive Stock Options. Under Section 422 of the
Code, an optionee incurs no federal income tax liability on either the
grant or exercise of an incentive stock option ("ISO"). Provided that
the stock is held for at least one year after the date of exercise of
the option and at least two years after its date of grant, any gain
realized on the subsequent sale of the stock will be taxed as
long-term capital gain. If the stock is disposed of within a shorter
period, the optionee will be taxed, with respect to the gain realized,
as if he or she had then received ordinary compensation income in an
amount equal to the difference between the fair market value of the
stock on the date of exercise of the option and its fair market value
on the date on which the option was granted. The balance of the gain
realized will be taxed as capital gain, long-term or short-term
depending on the holding period since the date of exercise.
The Company receives no tax deduction on the grant or exercise of an
ISO, but is entitled to a tax deduction if the optionee recognizes
ordinary compensation income on account of a premature disposition of
ISO stock in the same amount and at the same time as the optionee's
recognition of income.
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<PAGE> 8
Tax Treatment of Stock and Restricted Stock Awards. An employee who
receives a grant of stock will recognize ordinary compensation income
at the time such stock is received in an amount equal to the excess of
the aggregate fair market value, on the date of award over the amount,
if any, paid by the employee for the stock. An employee who receives a
grant of restricted stock generally will not recognize taxable income
at the time such stock is received, but will recognize ordinary
compensation income when the transfer and forfeiture restrictions lapse
in an amount equal to the excess of the aggregate fair market value, as
of the date the restrictions lapse, over the amount, if any, paid by
the employee for the restricted stock. Alternatively, an employee
receiving restricted stock may elect, in accordance with Section 83(b)
of the Code, to be taxed on the excess of the fair market value of the
shares of restricted stock at the time of grant over the amount, if
any, paid by the employee, notwithstanding the transfer and forfeiture
restrictions on the stock. All such taxable amounts are deductible by
the Company at the time and in the amount of the ordinary compensation
income recognized by the employee. The full amount of dividends or
other distributions of property made with respect to restricted stock
prior to the lapse of the transfer and forfeiture restrictions will
constitute ordinary compensation income to the employee and the Company
will be entitled to a deduction at the same time and in the same
amount.
___________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following section sets forth certain information regarding ownership of the
Common Stock at May 31, 1996. Except as otherwise indicated in the footnotes,
the Company believes that the beneficial owners of the Common Stock listed in
the tables, based on information furnished by such owners, have sole investment
and voting power with respect to the shares of Common Stock shown as
beneficially owned by them. The numbers and percentages assume for each person
or group listed, the exercise of all stock options held by such person or group
that are exercisable within 60 days of May 31, 1996, in accordance with Rule
13d-3(d)(1) of the Securities Exchange Act of 1934, but not the exercise of
such stock options owned by any other person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth each person known by the Company (other than
management) to own beneficially 5% or more of the outstanding Common Stock.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of
of Beneficial Owner of Common Stock Class
- - ------------------- --------------- -------------
<S> <C> <C>
Fidelity Capital Appreciation Fund (1) 289,000 9.0%
82 Devonshire Street
Boston, Massachusetts 02109
Special Situations Fund, L.P. (2) 289,000 9.0%
153 East 53rd Street
New York, NY 10022
William D. Witter, Inc. 175,400 5.4%
One Citicorp Center
New York, NY 10022
- - --------------
</TABLE>
(1) Fidelity Capital Appreciation Fund is a portfolio of the Fidelity Capital
Trust, an investment company registered under the Investment Company Act of
1940.
(2) By agreement with the Company dated June 25, 1990, as amended, Special
Situations Fund, L.P. (formerly Prudential-Bache Special Situations Fund,
L.P.) agreed not to increase its beneficial ownership of the Common Stock
of the Company or Steel City Products, Inc. ("SCPI") above 8.2% of the then
outstanding shares except in transactions to which the Company or SCPI, as
the case may be, is a party or under certain other circumstances.
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<PAGE> 9
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial ownership of
the Common Stock (including Common Stock issuable upon exercise of options) by
each director, each nominee for election to the Board of Directors, each
individual named in the Summary Compensation Table (under the heading
"Executive Compensation" below) and by all directors, all such named
individuals and all executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS* NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER OF COMMON STOCK CLASS
- - ------------------- --------------- -----
<S> <C> <C>
John D. Abernathy . . . . . . . . . . . . . . . . . . . . . 23,996(1) **
Mark Auerbach . . . . . . . . . . . . . . . . . . . . . . 73,996(1) 2 .3%
Robert M. Davies . . . . . . . . . . . . . . . . . . . . 88,996(2) 2 .8%
Bernard H. Frank . . . . . . . . . . . . . . . . . . . . . 65,134(3) 2 .0%
Maarten D. Hemsley . . . . . . . . . . . . . . . . . . . 220,812(4) 6 .7%
Joel S. Lever . . . . . . . . . . . . . . . . . . . . . . . 64,815(5) 2 .0%
Anthony N. Puma . . . . . . . . . . . . . . . . . . . . . 266,667(6) 8 .4%
Terrance W. Allan . . . . . . . . . . . . . . . . . . . 15,831(7) **
John R. Ruda . . . . . . . . . . . . . . . . . . . . . . 44,327(8) 1 .4%
All directors and executive officers
as a group, 11persons . . . . . . . . . . . . . . . . . . 880,734(9) 24.6%
- - --------------
</TABLE>
* The address of each of these individuals is the Company's address set forth
on page 1.
** Less than 1%
(1) These shares are issuable under outstanding stock options that are
presently exercisable at prices ranging from $1.22 to $3.37 per share.
(2) This number includes 23,996 shares issuable under outstanding stock options
that are presently exercisable prices ranging from $1.22 to $3.37 per
share.
(3) This number includes 48,327 shares issuable under outstanding stock options
that are presently exercisable at $2.00 per share.
(4) This number includes 129,424 shares issuable under outstanding stock
options that are exercisable within 60 days of June 1, 1996 at $2.75 per
share and 10,500 shares held in a retirement fund of which Mr. Hemsley is
the trustee and beneficiary.
(5) This number includes 23,996 shares issuable under outstanding stock options
that are presently exercisable at prices ranging from $1.22 to $3.37 per
share.
(6) One-half of these shares may not be sold by Mr. Puma prior to October 1996
and the other one-half may not be sold prior to October 1997.
(7) This number includes 15,331 shares issuable under outstanding stock options
that are exercisable within 60 days of June 1, 1996 at prices ranging from
$1.25 to $2.00 per share. Mr. Allan is an executive officer of the
Company's subsidiary, Steel City Products, Inc.
(8) This number includes 35,827 shares issuable under outstanding stock options
that are exercisable within 60 days of June 1, 1996 at $2.00 per share.
(9) This number includes 385,093 shares issuable under outstanding stock
options that are exercisable within 60 days of June 1, 1996 at prices
ranging from $1.22 to $3.37 per share.
SECTION 16(A) REPORTS
Based solely on its review of copies of reports filed by reporting persons of
the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934,
or a written representation from certain reporting persons that no Form 5
filing was required for such person, the Company believes that all filings
required to be made by reporting persons of the Company were timely made in
accordance with the requirements
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<PAGE> 10
of that Act, except that (i) through an oversight, Mr. Davies omitted to timely
file a single Form 4 with respect to a purchase of Common Stock in September
1994 (a report on Form 4 was promptly filed when the oversight was discovered,
and (ii) Laurence D. Finman filed his Form 3 six days late because he was on
vacation at the time of his appointment as a Vice President of the Company on
December 18, 1995.
EXECUTIVE COMPENSATION
The following section contains information about compensation, stock options
and awards, employment arrangements and other information concerning certain of
the executive officers of the Company and its largest subsidiary, Steel City
Products, Inc. ("SCPI").
SUMMARY COMPENSATION TABLE
The table below sets forth compensation paid to the Chief Executive Officer,
the former Chief Executive Officer, the Executive Vice President and the Senior
Vice President - Marketing of the Company. No other executive officer of the
Company was paid in excess of $100,000 during fiscal 1996. Also included is
compensation paid to an executive officer of SCPI who is not an executive
officer of the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
--------------------------------------- -------------------------------
OTHER
ANNUAL SECURITIES ALL
COMPEN- UNDERLYING OTHER
NAME AND PRINCIPAL SALARY BONUS SATION OPTIONS COMPENSATION
POSITION YEAR ($) ($) ($)* (#) ($)
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark Auerbach (1) 1996 24,000 -- -- 100,000
Chairman President &
Chief Executive Officer
Maarten D. Hemsley (2) 1996 77,885 -- 14,360(3) -- 6,521(4)
Former Chief Executive Officer 1995 135,105 97,366 27,466 100,000 6,021
1994 174,980 -- -- -- 3,993
Bernard H. Frank (5) 1996 82,775 -- -- 19,151(6)
Executive Vice President & 1995 100,100 55,779 -- 27,500 21,029
Chief Operating Officer 1994 80,340 51,000 -- -- 23,212
John R. Ruda (7) 1996 151,500 -- -- -- 6,847(8)
Senior Vice President - 1995 151,525 73,632 -- 15,000 9,103
Marketing 1994 141,340 69,727 -- -- 12,723
Terrance W. Allan (5) 1996 106,160 -- -- 5,000 4,797(8)
Executive Vice President SCPI 1995 110,855 21,746 -- 6,000 6,498
1994 109,913 19,600 -- -- 7,067
- - -----------------
</TABLE>
* Excludes perquisites and other personal benefits if the aggregate amount
of such items of compensation was less than the lesser of either $50,000
or 10% of the total annual salary and bonus of the named executive officer.
(1) Mr. Auerbach became Chief Executive Officer of the Company in December 1995
and serves in that capacity as a consultant to the Company.
(2) Mr. Hemsley resigned all his positions with the Company in December 1995.
In fiscal 1996, of Mr. Hemsley's total salary, $55,285 was paid by the
Company and $22,600 was paid by SCPI (of which he was Chief Financial
Officer until December 1995). Upon his resignation, Mr. Hemsley became a
consultant to the Company.
- 8 -
<PAGE> 11
(3) This amount consists of a stock award of 5,909 shares of Common Stock
valued at $7,016 based on the per share closing price of the Common Stock
on the date of award ($1.187), and $7,344 representing a car allowance made
available to him under his employment agreement with SCPI (see "Employment
Agreements," below.)
(4) This amount consists of (i) $2,310 paid by SCPI into its 401(k) plan for
the account of Mr. Hemsley, an amount equal to 25% of his contributions,
and (ii) $4,211 representing long term disability insurance premiums paid
by the Company.
(5) Mr. Frank, who is also Chairman and Chief Executive Officer of SCPI, and
Mr. Allan are compensated only by SCPI, except with respect to stock
options and stock awards.
(6) This amount consists of (i) $5,243 paid by SCPI into its 401(k) plan for
the account of Mr. Frank, an amount equal to 25% of his contributions until
such contribution was discontinued in October, 1995; and (ii) $6,504,
$5,508 and $1,896 that Mr. Frank received under three substantially
identical agreements amended in 1987 in consideration of the waiver by Mr.
Frank of his bankruptcy claims for annuity rights in SCPI's predecessor's
bankruptcy.
(7) Mr. Ruda became an executive officer of the Company in December 1995.
Prior to that his salary was paid by SCPI.
(8) This amount represents a contribution by SCPI to its 401(k) plan for the
account of this executive, an amount equal to 25% of his contributions
until such contribution was discontinued in October, 1995.
COMPENSATION AGREEMENTS
Mr. Auerbach. In December 1995 the Company entered into a one-year consulting
agreement with Mr. Auerbach in connection with his appointment as Chairman,
President and Chief Executive Officer of the Company. The Company has the
option to extend the agreement for an additional year. The agreement provides
for the payment to Mr. Auerbach of $10,000 per month in consulting fees plus
reimbursement of expenses incurred in carrying out his responsibilities. The
agreement also provides for the grant to him of a stock option to purchase
100,000 shares of Common Stock pursuant to the Company's 1994 Omnibus Stock
Plan if an increase in the shares issuable under that plan is approved by
stockholders at the 1996 Annual Meeting of Stockholders or out of authorized
but unissued shares, if the amendment is not approved. The option is
exercisable in two equal installments at $1.25 and $2.50 per share,
respectively, on the grant date and the first anniversary of the grant date.
If prior to the first anniversary of the grant date the Company terminates the
consulting agreement for cause or if Mr. Auerbach terminats the agreement, the
second installment does not become exercisable.
Mr. Frank and Mr. Allan. SCPI has three-year employment agreements with each
of Messrs. Frank and Allan (sometimes hereinafter referred to as the
"executive") commencing September 1, 1993 that provide for base salaries of
$100,000 (Mr. Frank) and $96,200 increasing to $115,050 (Mr. Allan). The
agreements provide for the payment of annual management bonuses based upon the
defined profits of SCPI's operating division, with Mr. Frank entitled to a
minimum bonus of fifteen percent of base salary. The aggregate amount of such
management bonuses payable each year to the executives and to all other SCPI
executives is not to exceed 8% of such defined profits and the allocation
thereof is made by the Compensation Committee of SCPI based on recommendations
of Mr. Frank as Chief Executive Officer of SCPI. Mr. Allan is also entitled to
an executive bonus calculated as a percentage of defined annual profits of SCPI
that exceed $2,000,000.
In the event of non-renewal of the agreement, the executive is entitled to an
aliquot portion of the bonus he would have earned during the year of
non-renewal, since the contract year does not coincide with the fiscal year of
SCPI. The agreements also provide that if the executive's employment
terminates by reason of his death or disability, he is entitled to the greater
of two years' salary (one year for Mr. Allan) or the salary for the balance of
the term of the agreement and the minimum bonus for such period in the case of
Mr. Frank and the management bonus that would otherwise have been paid in the
case of Mr. Allan. If the executive's employment is otherwise terminated
without cause, he is entitled to his salary and bonuses for the greater of one
year or the balance of the term of the agreement.
- 9 -
<PAGE> 12
The agreements provide for car allowances, and the executives are eligible to
participate in all defined contribution plans, survivor and supplemental
benefits, short and long-term disability benefits, and all other benefit plans
and perquisites available now or in the future to the senior executives of
SCPI.
The agreements also provide for certain termination rights in the event of a
change in control of SCPI. Change in control is defined to include certain
changes in the make-up of the SCPI board of directors or a sale of SCPI's
assets or business. Each executive has the right to terminate his employment
within a defined period (ranging up to one year) following a change in control
and (i) to be paid his base salary for a period of up to 24 months following
such termination; (ii) to continue to receive for a like period the benefits
that he is entitled to receive under his agreement and (iii) to be paid 25% of
base salary in lieu of all bonus entitlement. The agreements also provide for
substantially the same payments and benefits in the event the executive's
employment is terminated by SCPI without cause as a result of a change in
control. In the event of any termination other than for cause, or voluntary
resignation in the absence of a change in control, the executive's options
become fully exercisable for a period of seven months following termination.
If a change in control had occurred on June 1, 1996, and if each of Messrs.
Frank and Allan had exercised his rights of termination, payments by SCPI would
have been approximately $550,000 in the aggregate.
Mr. Frank. Mr. Frank also receives compensation of $13,908 per year, in the
aggregate, under three substantially identical agreements amended in 1987 in
consideration of the waiver by Mr. Frank of his bankruptcy claims for annuity
rights in SCPI's predecessor's bankruptcy. The amended agreements provide for
payments to be made for a period of fifteen years subsequent to January 1988 of
$6,504, $5,508 and $1,896 per year for the three agreements, respectively.
Mr. Ruda. In December 1995, the Company entered into a one-year agreement with
Mr. Ruda in connection with his appointment as Senior Vice President --
Marketing of the Company. The agreement provides for the payment to Mr. Ruda
of a base salary of $8,333 per month and participation in all benefits plans
made available to employees generally and for the use of a Company car. The
agreement also provides for a bonus based on revenues achieved by the Company's
subsidiary, Steel City Products, Inc. ("SCPI"), based on a percentage of the
defined net revenues of SCPI that exceed certain threshold levels. For a
period of six months after his employment terminates or 18 months from the date
of the agreement, whichever period is longer, Mr. Ruda is prohibited from
competing with the Company. If Mr. Ruda's employment is terminated by the
Company without cause, the Company is obliged to pay him in a lump sum his
salary for the balance of the term of the agreement together with any portion
of his bonus earned to the date of termination. Otherwise, the Company is
obliged to give Mr. Ruda 60 days notice of termination unless termination is
for cause, in which event his employment terminates on the giving of such
notice. If Mr. Ruda elects to resign from the Company, he is obliged to give
60 days notice.
Maarten D. Hemsley. Under Mr. Hemsley's employment agreement as Chief Executive
Officer, which terminated in December 31, 1995, the Company paid him a salary
at the annual rate of $30,000, and pursuant to a similar agreement SCPI paid
him a salary at the annual rate of $60,000. Under the agreements he was
required to devote, on average, fifty percent of his working time to the
affairs of the Company and SCPI. He was entitled to an annual bonus equal to
10% of the defined profits of the Company on a consolidated basis that exceeded
$1,250,000; to a stock option, that vests over a four-year period, to purchase
100,000 shares of the Company's Common Stock; and to five annual awards of
stock consisting of 5,909 shares each, commencing in April 1994. Mr. Hemsley
also participated in survivor and supplemental benefits, short and long-term
disability benefits, and all other benefit plans and perquisites available to
senior executives of SCPI, including a car allowance of $750 per month that
decreased to $500 per month in June 1995. In the event of the termination of
his employment without cause, the Company was required to pay him the greater
of six months' salary or the salary payable to him under the balance of the
agreement term and the bonus prorated to the date of termination. In the event
of his permanent disability or death, the Company was required to pay him or
his estate six months' salary and a prorated bonus. In either event, his
benefits would continue to be provided for the period for which continued
salary payments are made.
- 10 -
<PAGE> 13
Effective January 1, 1996, the Company commenced paying Bryanston Management,
Ltd. ("Bryanston"), a management consulting company of which Mr. Hemsley is
President, a fee at the rate of $85,000 per year in monthly installments for
financial and operating consulting services to be rendered by Mr. Hemsley
through Bryanston. The agreement provides that the Company will pay the cost
of providing medical and dental insurance to Mr. Hemsley and one-half of the
premiums for long-term disability insurance coverage. The Company also agreed
to make available to Bryanston the use the automobile leased by the Company
that Mr. Hemsley used as an employee in consideration of the payment by
Bryanston of the difference between the monthly lease fee and $500. The
Company will continue to make the stock awards provided for in his former
employment agreement with the Company since such awards represent compensation
for prior periods. The consulting agreement may be terminated by either the
Company or Bryanston on six months notice.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to the individuals named in the Summary Compensation Table,
above, during the fiscal year ended February 29, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (4) ($)
--------------------------------------------------- --------------------
PERCENT OF
TOTAL OPTIONS
NUMBER OF GRANTED TO
SECURITIES EMPLOYEES IN EXPIR-
UNDERLYING FISCAL YEAR EXERCISE RATION
NAME OPTIONS (%)* PRICE ($) DATE 5% 10%
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark Auerbach (1) 3,000 2.4 3.37 0 6,637 16,136
Mark Auerbach (1) 50,000 40.1 1.25 39,305 99,608
Mark Auerbach (2) 50,000 40.1 2.00 1,805 62,108
Maarten D. Hemsley -- -- -- -- -- --
Bernard H. Frank -- -- -- -- -- --
John R. Ruda -- -- -- -- -- --
Terrance W. Allan (3) 5,000 4.0 1.25 12/19/05 3,930 9,960
</TABLE>
______________
* Options covering a total of 124,500 shares were granted in fiscal 1996.
(1) These options became exercisable at the date of grant.
(2) This option becomes exercisable on the first anniversary of the grant date.
(3) This option becomes exercisable in four installments of one-fourth of the
shares, each, from and after the grant date and the following three
anniversaries of the grant date.
(4) The "potential realizable value" is calculated based on the term of the
option (ten years) at its date of grant. It is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option. However, the
optionee will not actually be able to realize any benefit from the option
unless the market value of the Common Stock in fact increases over the
option price.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
During fiscal 1996, there were no option exercises by any of the individuals
named in the Summary Compensation Table above.
- 11 -
<PAGE> 14
The following table sets forth certain information based upon the fair market
value per share of the Common Stock at February 29, 1996 ($1.187), the
Company's fiscal year end, with respect to stock options held at that date by
each of the individuals named in the Summary Compensation Table. The "value"
of unexercised in-the-money options is the difference between the market value
of the Common Stock subject to the options at February 29, 1996 and the
exercise (purchase) price of the option shares. At that date none of the
options listed were in the money.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options at
Options at Fiscal Year End Fiscal Year End
-------------------------- ---------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mark Auerbach . . . . . . . . . 70,996 50,000 -- --
Maarten D. Hemsley . . . . . . 109,424 60,000 -- --
Bernard H. Frank . . . . . . . 48,327 -- -- --
John R. Ruda . . . . . . . . . 30,827 5,000 -- --
Terrance W. Allan . . . . . . . 13,415 5,916 -- --
</TABLE>
REPORT ON EXECUTIVE COMPENSATION IN FISCAL YEAR 1996
This report has been prepared by the Compensation Committee and the Stock Plans
Committee of the Board of Directors and addresses the Company's compensation
policies with respect to the Chief Executive Officer and executive officers of
the Company in general for the 1996 fiscal year. All members of the Committees
are non-employee directors. The Company has no operating business of its own,
but is a holding company of operating businesses. The Company has elected to
include in the Summary Compensation Table, above, certain information
concerning an executive officer of the Company's largest subsidiary, Steel City
Products, Inc., ("SCPI") who is not also an executive officer of the Company
and accordingly, a discussion of his compensation is included here. Reference
is made generally to the information under the heading "Employment Agreements,"
above.
Compensation Policy. The overall intent in respect of executive officers is to
establish levels of compensation that provide appropriate incentives in order
to command high levels of individual performance and thereby increase the value
of the Company to its stockholders, and that are sufficiently competitive to
attract and retain the skills required for the success and profitability of the
Company. The principal components of executive compensation are salary, bonus
and stock options.
Chief Executive Officer's Compensation. The Chief Executive Officer's
consulting fee and stock option grant are paid pursuant to a written consulting
agreement that was negotiated between Mr. Auerbach and the Company. The
compensation was determined to be appropriate by the members of the
Compensation Committee serving at the time based on the non-full- time nature
of the position; the expertise and responsibility that the position requires;
Mr. Auerbach's prior financial and accounting experience; and the subjective
judgement of the members of a reasonable compensation level.
Other Executive Officers. Mr. Frank is an Executive Officer of the Company but
receives all of his compensation in his capacity of Chairman and Chief
Executive Officer of SCPI. Mr. Allan is included in the Company's proxy
disclosures relating to compensation because of his importance to the success
of the Company on a consolidated basis. Prior to December 1995, Mr. Ruda was
an executive officer of SCPI. Each executive is compensated under a written
employment agreement that was reviewed and approved by the Company's
Compensation Committee and in the case of Mr. Allan, approved by the SCPI
Compensation Committee.
Salary. All three executives were long term employees of SCPI and its
predecessor, and one of them is a founder of the original business.
Accordingly, the salary of each executive was based on the level of his prior
salary and the subjective judgement of the members of the Committees as to the
value of the executive's past contribution and potential future contribution to
the profitability of the business.
Bonuses. Bonuses payable to Messrs. Frank and Allan under their employment
agreements consist of an Annual Management Bonus, and in the case of Mr. Allan,
an additional Annual Executive Bonus. The Annual Management Bonus is paid from
a pool of funds equal to 8% of SCPI's consolidated net income before interest,
taxes, depreciation, LIFO adjustments and amortization, prepared in accordance
with generally accepted accounting principles consistently applied. The amount
of the bonus pool allocation is based on Mr. Frank's recommendations to SCPI's
Compensation Committee. Mr. Frank's recommendations, in turn, are based on his
subjective judgement, formed by over forty years experience with the business,
of the performance of each officer during the preceding year. Mr. Frank is
entitled to a minimum Annual Management Bonus of 15% of salary provided that
SCPI has earnings for the year in question. SCPI had no earnings in fiscal
1996 and accordingly no bonuses were paid.
The Annual Executive Bonus for Mr. Allan is equal to 1% of the amount by which
SCPI's consolidated net income (defined in the same manner as for the Annual
Management Bonus) exceeds $2,000,000. SCPI's defined net income did not exceed
the $2,000,000 threshold in fiscal 1996 and accordingly no Annual Executive
Bonuses were paid.
- 12 -
<PAGE> 15
The bonus percentages and amounts contained in each executive's employment
agreement are based on the executive's years of service, his perceived
importance to the profitability of SCPI, and the subjective judgement of
members of the appropriate Committee as to the best balance between salary and
bonus, and what is fair and reasonable.
Stock Options. The Committees believe that stock ownership by executive
officers is important in aligning management's and stockholders' interests in
the enhancement of stockholder value over the long term. The exercise price of
stock options is equal to the market price of the Common Stock on the date of
grant. The stock option grants made to executive officers in 1996 (other than
to the Chief Executive Officer) were made in recognition of the executives'
services to the Company during the year and prior years and were in amounts
deemed in the subjective judgement of the Stock Plans Committee to be
appropriate.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code (enacted in 1993) generally disallows a tax deduction to
public companies for compensation over $1 million paid to its chief executive
officer and its four other most highly compensated executives. The Company's
compensation payable to any one executive officer (including potential income
from outstanding stock options) is currently and for the foreseeable future
unlikely to reach that threshold. In addition, because of the significant
consolidated net operating loss carryforwards of the Company, the deductibility
of compensation payments is not currently an issue. However, should
circumstances change, the Compensation Committee will study the matter and make
recommendations to the Board.
This report shall not be deemed incorporated by reference into any filings of
the Company with the Securities and Exchange Commission by implication or by
any reference in any such filings to this Proxy Statement.
The Compensation Committee
The Stock Plans Committee:
Robert M. Davies
Richard Randolph
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee or Stock Plans Committee is or was an
employee of the Company or any or its subsidiaries. Mr. Randolph is a Senior
Vice President, but not an employee of the Company. Mr. Frank serves on the
Compensation Committee of SCPI and is a director of SCPI and of the Company.
Messrs. Abernathy and Davies are directors of Wahlco Environmental Systems,
Inc. However, none of those companies is otherwise related to the Company or
any of its subsidiaries.
In connection with the acquisition of Puma Products, Inc., the Company entered
into a lease agreement with its founder, Anthony N. Puma, a nominee for
election to the Board of Directors. The lease covers the 25,000 square foot
facility used by Puma Products and runs for six years, with an option to extend
for an additional four years. Rent under the lease is $3.25 per square foot
and is subject to increase as a result of increases in real estate taxes and
the Consumer Price Index. The financial terms of this lease were negotiated
between the Company and Mr. Puma in connection with the acquisition of Puma
Products and prior to his becoming affiliated with the Company.
The Board of Directors intends that any transactions with officers, directors
and affiliates will be entered into on terms no less favorable to the Company
than could be obtained from unrelated third parties and that they will be
approved by a majority of the directors of the Company who are independent and
disinterested with respect to the proposed transaction. No such transactions
occurred in fiscal 1996.
PERFORMANCE GRAPH
This Performance Graph shall not be deemed incorporated by reference into any
filings of the Company with the Securities and Exchange Commission by
implication or by any reference in any such filings to this Proxy Statement.
The following graph assumes an investment of $100 on April 1, 1991, the date of
the formation of the Company, and compares annual changes thereafter in the
market price of the Company's Common Stock with (i) the Dow Jones Equity Market
Index (a broad market index), and (ii) the Dow Jones Retailers - Other
Specialty Index, a group of companies whose marketing strategy is focused on a
limited product line, such as automotive parts. Both indices are published in
the Wall Street Journal.
- 13 -
<PAGE> 16
The performance of the indices is shown on a total return (dividend
reinvestment) basis; however, the Company paid no dividends during the period
shown. The graph lines merely connect the beginning and end of the measuring
periods and do not reflect fluctuations between those dates.
- - --------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
Oakhurst Company, Inc. 100.00 100.00 72.72 90.91 135.00 47.48
Dow Jones Equity 100.00 116.50 129.45 139.63 118.00 155.16
Dow Jones Retailers - Other 100.00 138.84 167.13 162.76 146.00 142.71
- - --------------------------------------------------------------------------------
- 14 -
<PAGE> 17
AUDITORS
The firm of Deloitte & Touche LLP, certified public accountants, served as the
Company's independent auditors and accountants for the fiscal year ended
February 29, 1996 and has been selected by the Audit Committee as the Company's
independent auditors and accountants for the fiscal year ending February 28,
1997. A representative of Deloitte & Touche LLP is expected to be available at
the Annual Meeting to make a statement if he wishes to do so and to respond to
appropriate questions.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder who wishes to present a proposal for action at the 1997 annual
meeting of stockholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by the Company, must
deliver such proposal to the Company at its principal executive offices no
later than April 20, 1997 and must meet the other requirements for inclusion
set forth in Regulation Section 240.14a-8 under the Securities Exchange Act of
1934.
By Order of the Board of Directors
Roger M. Barzun, Secretary
June 18, 1996
- 15 -
<PAGE> 18
OAKHURST COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (i) revokes previous proxies given with respect to
the shares of the common stock of Oakhurst Company, Inc. (the "Company") noted
on the reverse side hereof and registered in the name of the undersigned (the
"Shares"); (ii) acknowledges receipt of the Notice and Proxy Statement dated
June 18, 1996 in connection with the Annual Meeting of Stockholders of the
Company to be held on July 18, 1996 at 10:00 a.m. at the offices of Deloitte &
Touche LLP, 1633 Broadway, New York, New York, or any adjournment thereof, and
(iii) appoints Mark Auerbach, Robert M. Davies and Roger M. Barzun, or any one
of them, each with full power to act alone, the attorneys and proxies of the
undersigned with power of substitution to each, to vote all of the Shares that
the undersigned is entitled to vote at the 1996 Annual Meeting of Stockholders
of the Company, and at any adjournment thereof, with all the powers the
undersigned would have had if personally present at said meeting. Without
limiting the generality of the authorization hereby given, said proxies are,
and each of them is instructed to vote or act as follows on the matters to be
voted upon set forth in said Proxy Statement:
Election of one director (or if the nominee is not available for
election, such substitute as the Board of Directors may designate).
NOMINEE: Robert M. Davies
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS, YOU NEED ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE -- YOU
NEED NOT MARK ANY BOXES.
***************
CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE * SEE REVERSE *
* SIDE *
***************
<PAGE> 19
[X] PLEASE MARK YOUR
VOTES IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL NOMINEES AND "FOR" PROPOSALS 2 AND 3.
FOR THE WITHHOLD
NOMINEE Nominee: Robert M. Davies
1. Election of one director [ ] [ ]
(or if the nominee is not available for election,
such substitute as the Board of Directors may
designate.)
To withhold authority to vote for the nominee, write
his name on the line below.
- - ----------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of an amendment to the 1994 Omnibus [ ] [ ] [ ]
Stock Plan.
3. In their discretion, the Proxies are authorized [ ] [ ] [ ]
to vote upon such other business as may properly
come before the meeting or any adjournment
thereof, including adjournment of the meeting.
MARK HERE FOR [ ]
ADDRESS CHANGE AND
NOTE THE CHANGE AT LEFT.
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED
ENVELOPE.
Signatrue___________________ Date:______ Signature:_________________ Date:______
NOTE: Please sign exactly as your name appears hereon. Joint owners should
both sign. 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.
