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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
_____________LUCOR, INC.______________
(Name of Registrant as Specified In Its Charter)
_____________________________________
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
Title of each class of securities to which transaction applies:
1. Aggregate number of securities to which transaction applies:
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.) :
Proposed maximum aggregate value of transaction:
Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
1. Form, Schedule or Registration Statement No.:
2. Filing Party:
Date Filed:
<PAGE>
1997 ANNUAL MEETING OF SHAREHOLDERS
OF LUCOR, INC.
____________________
PROXY STATEMENT
____________________
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Lucor, Inc., a Florida corporation (the
"Company"), of proxies from the holders of the Company's Class A Common
Stock (the "Class A Stock") for use at the 1997 Annual Meeting of
Shareholders of the Company to be held at its corporate offices at 790
Pershing Road, Raleigh, North Carolina, at 7:00 p.m., local time, on May
14, 1997 or at any adjournments or postponements thereof (the "Annual
Meeting"). The approximate date that this Proxy Statement and the enclosed
form of proxy are first being sent or given to holders of Class A Stock is
April 20, 1997. Shareholders should review the information provided herein
in conjunction with the Company's Form 10-K Annual Report (the "10-K
Report") which accompanies this Proxy Statement. The Company's principal
executive offices are located at its corporate offices at 790 Pershing
Road, Raleigh, North Carolina 27608, and its telephone number is (919) 828-9511.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in
person should any shareholder giving the proxy so desire. Shareholders
have a right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the
Company's Secretary at the Company's principal executive offices a written
revocation or duly executed proxy bearing a later date; however, no such
revocation will be effective until written notice of the revocation is
received by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy will be
borne by the Company. In addition to the use of mail, employees of the
Company may solicit proxies personally and by telephone. The Company's
employees will receive no compensation for soliciting proxies other than
their regular salaries. The Company may request banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the proxy
material to their principals and to request authority for the execution of
proxies.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and vote
upon the following matters:
The election of the four members to the Company's Board of
Directors to serve until the 1998 Annual Meeting or until
their successors are duly elected and qualified; and
1. Such other business as may properly come before the Annual
Meeting.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation
will be voted in favor of the election of the four nominees named herein.
In the event a shareholder specifies a different choice by means of the
enclosed proxy, his or her shares will be voted in accordance with the
specifications so made.
Schedule 14A Information
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 31, 1997
as the record date (the "Record Date") for determining shareholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of the
Record Date, there were 2,144,733 shares of Class A Stock outstanding and
702,155 shares of Class B Common Stock (the "Class B Stock") outstanding,
all of which are entitled to one vote on all matters to be acted upon at
the Annual Meeting.
The representation in person or by proxy of a majority of the issued and
outstanding shares of Class A Stock and Class B Stock (collectively, the
"Common Stock") entitled to vote is necessary to provide a quorum at the
Annual Meeting. Directors of the Company are elected by a plurality vote.
With respect to the election of directors, votes may be cast in favor of
nominees or withheld. Withheld votes will be excluded entirely from the
vote and will have no effect thereon. Broker non-votes are treated as
shares as to which voting power has been withheld by the beneficial owners
thereof and, therefore, as shares not entitled to vote thereon. Thus,
although broker non-votes on any particular proposal have no effect on the
vote for such proposal, they have the practical effect of reducing the
number of affirmative votes required to approve that proposal by reducing
the total number of shares entitled to vote thereon.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of March 31, 1997 by: (i) each
person known to the Company to beneficially own more that 5% of the Class A
Stock and Class B Stock; (ii) each director and nominee for director of the
Company; (iii) each executive officer named in the Summary Compensation
Table; and (iv) all directors and executive officers of the Company as a
group. Except as otherwise indicated, each shareholder named has sole
voting and investment power with respect to such shareholder's shares.
<TABLE>
Class A Common Stock Class B Common Stock
_______________________________ _______________________________
Number of Shares Percent Number of Shares Percent
Name Beneficially Owned of Class Beneficially Owned of Class
____ __________________ ________ __________________ ________
<S> <C> <C> <C> <C>
Stephen P. Conway 771,706 (1) 35.98 % 492,408 (2) 70.13%
902 Clint Moore Road
Building 4, Suite 100
Boca Raton, Florida 33487
Jerry B. Conway 889,546 (3) 41.48 209,747 29.87
790 Pershing Road
Raleigh, North Carolina 27608
D. Fredrico Fazio 298,659 13.93 ----- -----
633 South Andrews Avenue
Suite 500
Fort Lauderdale, Florida 33301
Anthony J. Beisler, III 89,642 (4) 4.18 ----- -----
1001 Northeast 26th Street
Fort Lauderdale, Florida 33305
Pennzoil Products Company 759,477 (5) 35.41 ----- -----
Pennzoil Place
Post Office Box 2967
Houston, Texas 77252-2967
All directors and executive 1,440,723 (6) 67.17 702,155 100%
officers as a group (10 persons)
</TABLE>
For Stephen P. Conway's Class A Stock, this includes (i) 2,000 shares held
as custodian for his children; (ii) exercisable warrants to purchase
2,000 shares held as custodian for his children; and (iii) the jointly
held irrevocable proxy to vote 759,477 shares of Class A Stock, as
described more fully below in footnote 5.
This includes 423,961 shares of Class B Stock held jointly with Kathleen D.
Conway.
1. For Jerry B. Conway's Class A Stock, this includes (i) warrants to
purchase 3,939 shares and (ii) the jointly held irrevocable proxy to
vote 759,477 shares of Class A Stock, as more fully described below in
footnote 5.
This includes 44,582 shares, and warrants to purchase 2,000 additional
shares, held jointly with Mr. Beisler's wife. This account also
includes (i) 14,550 shares, and warrants to purchase 3,000 additional
shares, held by the Anthony J. Beisler, III P.A. Money Purchase Pension
Trust, and (ii) 24,510 shares and warrants to purchase 1,000 additional
shares held by Anthony J. Beisler, III P.A. Profit Sharing Trust.
Pursuant to the grant of an irrevocable proxy dated May 30, 1996, Messrs.
Stephen P. Conway and Jerry B. Conway, or either of them, are entitled
to vote these 759,477 shares of Class A Stock on all matters that
Pennzoil Products Company is entitled to vote; provided however,
Pennzoil Products Company retains all rights to vote such shares with
respect to the following matters which may come before the shareholders:
After five (5) years from May 30, 1996, the election of Directors;
The sale, lease, exchange or disposition of all or substantially all
of the property and assets of the Company; and
A merger, consolidation, liquidation, dissolution or winding-up of the
Company.
This includes the shares directly and/or beneficially owned by Messrs.
Stephen P. Conway, Jerry B. Conway, D. Fredrico Fazio and Anthony J.
Beisler, III, set forth in the footnote above, as well as 101,000
warrants and options to purchase additional shares held by the remaining
executive officers of the Company who are the only directors and
executive officers that beneficially own shares of Class A Stock or
Class B Stock.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
The Company's Bylaws provide for four directors. Each director elected
at the Annual Meeting will serve for a term expiring at the 1998 Annual
Meeting of Shareholders, expected to be held in May 1998, or until his
successor has been duly elected and qualified. The nominees for election
are Stephen P. Conway, Jerry B. Conway, Anthony J. Beisler, III and D.
Fredrico Fazio.
At the Annual Meeting, directors will be elected by a plurality of the
votes cast by holders of Class A Stock and Class B Stock, voting as a
single group. Unless contrary instructions are indicated on the enclosed
proxy, all shares of Class A Stock represented by valid proxies will be
voted in favor of the four nominees named herein.
Messrs. Stephen P. Conway and Jerry B. Conway directly or indirectly own
all of the 702,155 outstanding shares of Class B Stock, and directly or
indirectly own or by irrevocable proxy control the voting rights of
895,836 shares of the Class A Stock eligible to be cast on the election of
directors. Messrs. Anthony J. Beisler, III and D. Fredrico Fazio directly
or indirectly own an aggregate of 382,301 shares of Class A Stock. In
addition, under the Company's Articles of Incorporation, the holders of
Class B Stock are entitled to elect a majority of the directors.
These four shareholders have advised the Company that they intend to
be present at the meeting, and to vote their shares for the election of the
four nominees. Since the number of shares of Common Stock held or
controlled by these four shareholders represents a total of 69.56% of the
votes that may be cast at the Annual Meeting, these shareholders will be
able to elect the four nominees, regardless of how the other holders of
Class A Stock vote their shares in the election of directors.
Each of the nominees is a current member of the Board of Directors. See
paragraph on "Executive Officers and Directors" set forth below. The Board
of Directors has no reason to believe that any nominee will refuse to act
or be unable to accept election; however, in the event that a nominee is
unable to accept election, it is intended that proxies will be voted for
the remaining nominees, if any, and for such other person as may be
designated by the Board of Directors, unless it is directed by a proxy to
do otherwise.
The Board of Directors recommends that you vote "FOR" all of the above
listed nominees for election as directors.
Executive Officers and Directors
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
Name Age Position
Stephen P. Conway 45 Chairman of the Board, Chief Executive
Officer, and Secretary
Jerry B. Conway 43 President, Chief Operating Officer and
Director
Kendall A. Carr 42 Vice President, Finance and Chief
Financial Officer
R. Lewis Stanford 43 Vice President and Corporate Counsel
David M. Barnett 31 Vice President, Sales and Marketing
Douglas W. Roan 50 Vice President, Development
James D. Ridout 36 Vice President, Operations
Martin Kauffman 63 Controller, Secretary
D. Fredrico Fazio (1) 56 Director
Anthony J. Beisler, III (1) 54 Director
_______________________
Member of Stock Option Committee of the Board of Directors.
Stephen P. Conway is the founder of the Company and has served as
Chairman of the Board and Chief Executive Officer since the Company was
organized in 1990. He is an executive officer and director of each of the
Company's subsidiaries as well as the Vice President and a principal
shareholder of CFA Management, Inc., ("CFA"), which provides management
services to the Company's subsidiaries. Mr. Conway is the majority
shareholder and President of Conway Financial Advisors, Inc., Boca Raton,
Florida, a Registered Investment Adviser, and Financial Assets Corporation,
a securities broker-dealer in Boca Raton.
Jerry B. Conway has been the President, Chief Operating Officer, and
Director of the Company since the Company was organized in 1990. He is an
executive officer and director of each of the Company's subsidiaries, as
well as President and principal shareholder of CFA. Mr. Conway oversees
and directs the day to day management of the Company. He has worked in the
retail service industry for over twenty-four years, and has been involved
specifically with Jiffy Lube since 1986. He is a high honor graduate of
Michigan State University.
Kendall A. Carr is the Vice President of Finance and Chief Financial
Officer for the Company. He started with the Company in January 1996. Mr.
Carr served as Controller for Limitorque Corporation from 1988 until 1993.
From 1993 through 1994, Mr. Carr served as the Chief Financial Officer for
Walter Kidde Portable Equipment, Inc. and in 1995 he served as the
Controller of Precision Concepts, Inc. He graduated summa cum laude from
SUNY at Buffalo, and received his MBA from James Madison University. He is
a licensed CPA.
R. Lewis Stanford is the Vice President and Corporate Counsel for the
Company since September 1995. From 1992 until joining the Company, Mr.
Stanford was associated with the law firm of Moore & Van Allen, PLLC, where
he had a general corporate practice. Mr. Stanford graduated with highest
honors and highest distinction from the University of North Carolina at
Chapel Hill and received his JD with honors from the University of North
Carolina School of Law in 1992. Mr. Stanford has worked in the auto
industry and legal profession for sixteen years.
David M. Barnett has served as Vice President of Marketing since October
1993. Prior to his appointment as a Vice President, he served as the
director of sales and marketing from February 1991. Before joining the
Company, Mr. Barnett was employed in the advertising industry as an account
service executive, and is a graduate of North Carolina State University.
Douglas W. Roan has served as the Vice President of Development since
October 1993. Prior to his appointment as Vice President he served as
Director of Development for the Company from 1987. Mr. Roan has worked in
the construction and development field for twenty five years in various
regions of the United States.
James D. Ridout has served as the Vice President of Operations since
1993. Prior to his appointment as Vice President, he served as Director of
Operations, Regional Manager, District Manager and Manager for the Company.
Mr. Ridout has been with the Company since 1987, and has worked in the
quick lube industry since 1983.
Martin Kauffman has served the Company as the Controller since 1987. He
has had extensive financial experience during his previous twenty year
employment with Exxon Corporation. Mr. Kauffman is a licensed CPA, and is
a graduate of Rutgers University.
D. Fredrico Fazio has been a director of the Company since 1991. He
is the managing partner of the civil trial law firm of Fazio, Dawson,
DiSalvo, Cannon, Abers & Podrecca, in Fort Lauderdale, Florida. Mr. Fazio
is also involved in real estate development in Fort Lauderdale, Florida.
He is not actively engaged in the day to day operations of the Company.
Anthony J. Beisler, III has been a director of the Company since 1991.
He practices law, specializing in insurance defense, with Beisler &
Beisler, Fort Lauderdale, Florida. He is not actively engaged in the day to
day operations of the Company.
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1996, the Company's Board of
Directors held six meetings and took certain actions by unanimous written
consent. During 1996, no director attended fewer than 75% of the number of
meetings of the Board of Directors held during the period.
Messrs. Fazio and Beisler serve as members of the Stock Option Committee
of the Board which was formed in December 1994. The principal functions of
this committee are to make stock option and other stock-based awards under
the Company's 1991 Non-Qualified Stock Plan and the Omnibus Stock Plan.
This committee met two times in 1996.
Compensation of Directors
The compensation received by Messrs. Stephen P. Conway and Jerry B.
Conway (set forth below) are intended to compensate them for their services
as Directors. The remaining directors, Messrs. Fazio and Beisler, are not
employed by the Company or any of its affiliates. In 1996, Messrs. Fazio
and Beisler received 500 Class A shares each for service as directors.
Executive Compensation
The table sets forth the compensation received by the Company's Chief
Executive Officer and the Company's President (collectively, the "Named
Executive Officers") for services in all capacities for the fiscal years
ended December 31, 1996, 1995 and 1994. No other executive officer
received compensation in these years in excess of $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
Name and Principal Position Year Salary ($)
Stephen P. Conway 1996 $279,500
Chairman of the Board, Chief 1995 $280,077
Executive Officer, and Secretary 1994 $282,420
Jerry B. Conway 1996 $376,166
President, Chief Operating 1995 $374,476
Officer and Director 1994 $286,749
_________________________
The annual compensation of these officers was paid by CFA Management, Inc.,
a corporation owned by the Named Executive Officers that provides
management services to the Company and its subsidiaries. (See also
"Compensation Report of Board of Directors" and "Certain Transactions.")
Compensation Report of Board of Directors
The Company does not have a Compensation Committee. The Board of
Directors (the "Board") delegates to the Named Executive Officers the
determination of the cash compensation of executive officers other than the
cash compensation of the Named Executive Officers and Mr. Kauffman.
Beginning in December 1994, the Stock Option Committee of the Board (the
"Option Committee"), comprised of Messrs. Fazio and Beisler, was
established to grant options and other stock-based awards to executive
officers and other key employees under the Company's stock plans.
Stephen P. Conway, the Company's Chief Executive Officer, Jerry B.
Conway, the Company's President and Chief Operating Officer, and Martin
Kauffman, the Company's Controller, do not receive cash compensation from
the Company and the Board does not review or determine their cash
compensation. For their services to the Company and its affiliates in all
capacities, these executive officers are compensated by CFA Management,
Inc., a corporation owned by Messrs. Stephen and Jerry Conway that provides
management services to the Company and its subsidiaries. All other
executive officers are compensated by the Company. Their cash compensation
is determined by the Named Executive Officer based primarily on a
subjective evaluation of their performance.
Stock and Option Awards
No stock options or other stock-based awards were granted to the Named
Executive Officers in 1996. In August 1996, options to purchase 2,500
shares of Class A Stock were granted under the Company's Omnibus Stock Plan
to each of Messrs. Stanford, Carr, Ridout, Roan and Barnett. These options
are exercisable at $8.00 per share, and vest in installments of 20% per
year beginning in August 1997.
In 1996, D. Fredrico Fazio and Anthony J. Beisler III, outside directors
of the Company, were each granted 500 shares of Class A Stock under the
Company's 1995 Outside Director's Stock Award Plan. These directors are
entitled to vote the shares subject to the awards and to receive any
dividends payable on such shares from the date of the grant, but are not
permitted to sell or otherwise dispose of the shares until six months after
the grant date.
The options and awards were granted in recognition of the contribution
which these officers and directors made to the operations of the Company in
1996, and to provide them with an incentive to contribute to the future
success of the Company.
Board of Directors
STEPHEN P. CONWAY, Chairman
JERRY B. CONWAY
D. FREDRICO FAZIO
ANTHONY J. BEISLER, III
Compensation Committee Interlocks and Insider Participation
Messrs. Stephen and Jerry Conway are the only members of the Board who
serve as executive officers of the Company. These officers have ownership
interests in, and are executive officers of, corporations that engaged in
transactions with the Company or its subsidiaries in 1996.
APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick, LLP have been selected by the Board of Directors for
reappointment as the independent auditors for the Company. KPMG Peat
Marwick, LLP were the independent auditors for the Company for the year
ended December 31, 1996. Representatives of the independent auditors are
expected to attend the 1997 Annual Meeting. As such, they will be
available to respond to shareholder questions at the meeting.
CERTAIN TRANSACTIONS
Each of the Company's subsidiaries has entered a management agreement
with CFA pursuant to which CFA, as an independent contractor, operates,
manages and maintains the subsidiaries' Jiffy Lube service centers. The
agreements with each subsidiary continue until the termination of its
franchise agreements with Jiffy Lube International, Inc. For its services,
CFA receives an amount equal to a percentage (approximately 25% in 1996) of
the annual net sales of each service center operated by a subsidiary.
Pursuant to these management agreements, CFA received management fees of
$804,815 in 1996.
The Company purchases gasoline and engine additive products, rubber
flooring, emission analysis gases, and T-Tech transmission service
equipment from OH Distributors, Inc., a corporation owned by Messrs.
Stephen and Jerry Conway. During 1996, the Company's purchases of these
products totaled $250,964. At least annually, the Company solicits bids or
comparisons from a minimum of two other sources (assuming other sources are
available for that particular product) for representative pricing for each
product being purchased by the Company from OH Distributors to ensure
competitive pricing on such purchases.
The Company purchased oil, oil filters and other inventory items from
Pennzoil Products Company (PPC) in the amount of $3,957,925 during the year
ended December 31, 1996. In addition to these purchases, the Company paid
rent in the amount of $92,556 and dividends on preferred stock of $133,287
to PPC during the year ended December 31, 1996. Included in accounts
payable at December 31, 1996 was an amount due of $829,879.
The Company paid or received the following amounts to Jiffy Lube
International, a subsidiary of PPC, during the year ended December 31,
1996:
Paid (Received)
Royalties $ 1,514,977
Rent 2,160,160
Operating expenses 293,757
License and franchise fees 257,500
Fleet payments (1,305,621)
Grand opening rebates (110,304)
Sears charge credits (100,950)
CORPORATE PERFORMANCE GRAPH
The following chart presents comparisons of cumulative feturns for the
Company's Class A Stock, the NASDAQ Composite Index, and teh Wilshire SmallCap
Growth Index. The graph is shown for 1995 and 1996 since the Company's stock
was not traded prior to 1995. The annual changes to the periods shown are based
on the assumption that $100 had been invested in the Company's stock and each
index respectively on December 31, 1995, and that all quarterly dividends were
re-invested at the average of the closing stock prices at the beginning and end
of the quarter.
_______________________________________________________________________________
1995 1996
____ ____
Lucor, Inc. $100.00 $106.93
NASDAQ Composite 100.00 122.71
Wilshire SmallCap 100.00 113.75
STOCK PLANS
The Company's 1991 Non-Qualified Stock Plan was approved by the Board of
Directors in 1991 and amended by the Board in December 1994 (the "Non-Qualified
Plan"). In December 1994, the Board of Directors adopted an
Omnibus Stock Plan (the "Omnibus Plan") and on April 4, 1995, the Board of
Directors adopted an Outside Directors' Stock Award Plan (the "Directors
Plan"). The Omnibus Plan and the Directors' Plan were approved by the
holders of the Company's Class B Stock on April 4, 1995. An amendment to
increase the number of shares that may be awarded under the Omnibus Plan
was approved as of December 17, 1996. Under the Company's Articles of
Incorporation (the "Articles"), the holders of Class A Stock are not
entitled to vote on the approval of these plans.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote
proxies as in their discretion they may deem appropriate, unless they are
directed by a proxy to do otherwise.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of the Class A and Class B Stock, to file initial reports of ownership and
reports of changes in ownership of the Common Stock with the Commission.
Officers, directors and greater than ten percent shareholders are required
by Commission regulations to furnish the Company with copies of all Section
16 (a) forms they file.
To the Company's knowledge, based solely on its review of the copies of
such reports received by the Company and written representations from
certain reporting persons that no other reports were required for those
persons, during fiscal 1996, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten
percent shareholders were complied with.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal at the 1998
Annual Meeting to Shareholders must deliver the proposal in writing to the
Company's Secretary at the Company's principal executive offices on or
before December 22, 1997.
FORM 10-K
A copy of the Company's 10-K Report for the year ended December 31, 1996
accompanies this Proxy Statement.
By Order of the Board of Directors,
/s/ Stephen P. Conway
Stephen P. Conway,
Chairman and Chief Executive Officer
Raleigh, North Carolina
April 11, 1997
<PAGE>
LUCOR, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF LUCOR, INC.
The undersigned hereby appoints Stephen P. Conway and Jerry B. Conway,
and each of them, proxies, with power of substitution, to represent the
undersigned at the Annual Meeting of Shareholders of Lucor, Inc. (the
"Company"), to be held at 7:00 p.m., local time, on May 14, 1997, at its
offices located at 790 Pershing Road, Raleigh, North Carolina, and at any
adjournments thereof, to vote the number of shares which the undersigned
would be entitled to vote if present in person in such manner as such
proxies may determine, and to vote on the following proposals as specified
below by the undersigned.
(1) Election of Directors:
___VOTE FOR all nominees listed below ___WITHHOLD AUTHORITY to
(except as marked to the contrary below). vote for all nominees
listed below.
Stephen P. Conway Jerry B. Conway D. Fredrico Fazio Anthony J. Beisler, III
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
___________________________________________________________________
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. IN THE ABSENCE OF SPECIFIED
DIRECTIONS, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY. The proxies are also authorized to vote in
their discretion upon such other matters as may properly come before the
meeting or any adjournment thereof.
If signing as attorney, administrator, executor,
guardian, trustee or as a custodian for a minor, please
add your title as such. If a corporation, please sign
in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership's
name.
X_________________________________________________________
Printed
Name______________________________________________________
X_________________________________________________________
Printed
Name______________________________________________________
Dated
____________________________________________________, 1997
