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
[ ] 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 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.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.) :
4. Proposed maximum aggregate value of transaction:
5. Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
LUCOR, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 25, 1999
TO THE SHAREHOLDERS
OF LUCOR, INC.
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders of
Lucor, Inc., a Florida corporation (the "Company"), will be held at 7:00
p.m., local time, on May 25, 1999, at the Marriott Inn Crabtree on 4500
Marriott Drive, Raleigh, North Carolina, 27612 for the following purposes:
1. To elect the six members to the Company's Board of Directors to hold
office until the 2000 Annual Meeting or until their successors are
duly elected and qualified; and
2. To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on March 31, 1999
as the record date for determining those shareholders entitled to notice of,
and to vote at, the Annual Meeting and any adjournments or postponements
thereof.
Whether or not you expect to be present, please sign, date and return
the proxy form previously sent to you as promptly as possible.
By Order of the Board of Directors,
/s/ Stephen P. Conway
Stephen P. Conway
Chairman and Chief Executive Officer
Raleigh, North Carolina
April 30, 1999
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. THOSE
SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE URGED TO EXECUTE AND RETURN THE
PROXY FORM PREVIOUSLY SENT TO THEM AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO
EXECUTE A PROXY FORM MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.
<PAGE>
1999 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
1999 Annual Meeting of Shareholders of the Company to be held at the
Marriott Inn Crabtree on 4500 Marriott Drive, Raleigh, North Carolina,
27612 at 7:00 p.m., local time, on May 25, 1999 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 30, 1999.
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:
1. The election of the six members to the Company's Board of
Directors to serve until the 2000 Annual Meeting or until
their successors are duly elected and qualified; and
2. 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 six
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.
<PAGE>
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 31,
1999 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 2,316,133 shares of
Class A Stock outstanding and 502,155 shares of Class B Common Stock
(the "Class B Stock") outstanding, all of which are entitled to one
vote on the election of the Board of Directors.
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, 1999 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.
<PAGE>
<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 768,077 (1) 33.2% 292,408 58.2%
790 Pershing Road
Raleigh, North Carolina 27608
Jerry B. Conway 898,707 (2) 38.8% 209,747 41.8%
790 Pershing Road
Raleigh, North Carolina 27608
D. Fredrico Fazio 301,659 13.0% ----- -----
633 South Andrews Avenue
Suite 500
Fort Lauderdale, Florida 33301
Anthony J. Beisler, III 84,642 (3) 3.7% ----- -----
1001 Northeast 26th Street
Fort Lauderdale, Florida 33305
Pennzoil Products Company 759,477 (4) 32.8% ----- -----
Pennzoil Place
Post Office Box 2967
Houston, Texas 77252-2967
Kathleen D. Conway
P.O. Box 2091
Blowing Rock, North Carolina 28605 200,000 8.6% ----- -----
Richard L Rubin ----- ----- ----- -----
503 East Fillmore
Fairfield, Iowa 52556
R. Lewis Stanford 3,600 .2% ----- -----
790 Pershing Road
Raleigh, North Carolina 27608
All directors and executive 1,308,955(5) 56.5% 502,155 100.0%
officers as a group (10 persons)
</TABLE>
<PAGE>
1. For Stephen P. Conway's Class A Stock, this includes (i) 2,000
shares held as custodian for his children; (ii) 1,600 shares held
by CFA Management, Inc. which is owned 50%; (iii) the jointly held
irrevocable proxy to vote 759,477 shares of Class A Stock, as
described more fully below in footnote 4 and (iv) 4,500 shares held
by Navigator Management, Inc. which is owned 50%.
2. For Jerry B. Conway's Class A Stock, this includes (i) 1,600 shares
held by CFA Management, Inc. which is owned 50%; (ii) the jointly
held irrevocable proxy to vote 759,477 shares of Class A Stock, as
more fully described below in footnote 4 and (iii) 4,500 shares
held by Navigator Management, Inc. which is owned 50%.
3. This includes (i) 45,582 shares held jointly with Mr. Beisler's
wife, (ii) 14,550 shares held by the Anthony J. Beisler, III P.A.
Money Purchase Pension Trust, and (iii) 24,510 shares held by
Anthony J. Beisler, III P.A. Profit Sharing Trust.
4. 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:
(i) After five (5) years from May 30, 1996, the election of
Directors;
(ii) The sale, lease, exchange or disposition of all or
substantially all of the property and assets of the Company;
and
(iii) A merger, consolidation, liquidation, dissolution or
winding-up of the Company.
5. This includes the shares directly and/or beneficially owned by
Messrs. Stephen P. Conway, Jerry B. Conway, D. Fredrico Fazio,
Anthony J. Beisler, III,, Richard L. Rubin and R. Lewis Stanford,
set forth in the footnote above and shares directly and/or
beneficially owned by the remaining executive officers of the
Company who are the only 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 six directors. Each director
elected at the Annual Meeting will serve for a term expiring at the
2000 Annual Meeting of Shareholders, expected to be held in May 2000,
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, D. Fredrico Fazio, Richard L. Rubin and R. Lewis
Stanford.
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 six nominees named herein.
Messrs. Stephen P. Conway and Jerry B. Conway directly or
indirectly own all of the 502,155 outstanding shares of Class B Stock,
and directly or indirectly own or by irrevocable proxy control the
voting rights of 907,307 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
386,301 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 six nominees. Since the number of shares of Common
Stock held or controlled by these four shareholders represents a total
of 63.7% of the votes that may be cast at the Annual Meeting, these
shareholders will be able to elect the six 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.
<PAGE>
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 47 Chairman of the Board, Chief
Executive Officer, and
Secretary
Jerry B. Conway 45 President, Chief Operating
Officer and Director
Kendall A. Carr 44 Vice President and Chief
Financial Officer
R. Lewis Stanford 45 Vice President and General
Counsel, Director
David M. Barnett 33 Vice President, Marketing
Douglas W. Roan 52 Vice President, Development
and Purchasing
James D. Ridout 38 Vice President, Operations
Michael D. Davis 31 Vice President, Administration
Martin Kauffman 65 Controller
D. Fredrico Fazio (1) 59 Director
Anthony J. Beisler, III (1) 56 Director
Richard L. Rubin 50 Director
_______________________
(1) Member of Stock Option Committee of the Board of Directors.
<PAGE>
Stephen P. Conway is the co-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") and Navigator
Management, Inc., which provide management services to the Company's
subsidiaries. Mr. Conway is a shareholder and officer of Conway
Financial Advisors, Inc., Boca Raton, Florida, a Registered Investment
Adviser, and a principal of Financial Assets Corporation, a securities
broker-dealer in Boca Raton.
Jerry B. Conway is co-founder and 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 and Navigator Management, Inc. Mr. Conway oversees
and directs the management of the Company. He has worked in the
retail service industry for over twenty-five years, and has been
involved specifically with Jiffy Lube since 1986. Mr. Conway is a
high honor graduate, Beta Gamma Sigma, of Michigan State University.
He also serves on the Board of Directors of Jiffy Lube Association of
Franchisees ("JLAF") as well as Chairman of the Marketing Committee of
JLAF.
Kendall A. Carr is a Vice President and Chief Financial Officer
for the Company. He started with the Company in January 1996 at which
time he was appointed to his current position. 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 was appointed director on April 6, 1999. He is
the Vice President and General 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 seventeen 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
and Purchasing 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 six 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.
Michael D. Davis has served the Company as the Vice President of
Administration since July 1998. Prior to his appointment as Vice
President he served as Director of Administration for the Company from
January 1996. Prior to joining the Company, Mr. Davis served as the
Assistant Controller for Hooters of America, Inc. from 1991 through
1994. Mr. Davis graduated magna cum laude from Berry College and
received his MBA from the University of Georgia in 1995.
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
and has practiced law in excess of twenty years. 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 and has practiced law in
excess of twenty years. He is not actively engaged in the day to day
operations of the Company.
Richard L. Rubin was appointed director on April 6, 1999. He is
a sales and marketing specialist for a telecommunications company.
Prior to his experience in telecommunications, Mr. Rubin was involved
in sales and marketing of commercial real estate and real estate
private placements. He is not actively engaged in the day to day
operations of the Company.
<PAGE>
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1998, the Company's
Board of Directors held one meeting and took certain actions by
unanimous written consent. During 1998, 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 one time in
1998.
Messrs. Fazio and Beisler serve as members of the Audit
Committee. The principal function of the audit committee is to review
the findings of the independent auditors. This committee met once in
1998.
Compensation of Directors
The compensation received by CFA and Navigator Management, Inc.
(See discussion under Compensation Report of Board of Directors and
Certain Transactions) is intended to compensate Messrs. Stephen P.
Conway and Jerry B. Conway for their services as Directors. Messrs.
Fazio, Beisler and Rubin, are not employed by the Company or any of
its affiliates. In 1998, Messrs. Fazio and Beisler received 500 Class
A shares each for service as directors.
Executive Compensation
The Company's Chief Executive Officer and the Company's President
(collectively, the "Named Executive Officers") do not receive
compensation directly from the Company. The Named Executive Officers
receive compensation for services rendered to the Company from CFA
Management, Inc. (CFA) and Navigator Management, Inc. (See discussion
under Compensation Report of Board of Directors and Certain
Transactions). No other executive officer received compensation in
these years in excess of $100,000.
<PAGE>
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. (CFA) and Navigator Management,
Inc, corporations 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 were granted to the Named Executive Officers in
1998. In July 1998, stock-based awards of 1,000 shares were granted
to each of Messrs. Barnett, Carr, Davis, Ridout, Roan, and Stanford.
At the time of grant, the stock was valued at $5.00 per share.
In 1998, 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.
Board of Directors
STEPHEN P. CONWAY, Chairman
JERRY B. CONWAY
D. FREDRICO FAZIO
ANTHONY J. BEISLER, III
RICHARD L. RUBIN
R. LEWIS STANFORD
<PAGE>
Compensation Committee Interlocks and Insider Participation
Messrs. Stephen Conway, Jerry Conway and R. Lewis Stanford are
executive officers who also serve on the Board of the Company.
Messrs. Stephen and Jerry Conway have ownership interests in, and are
executive officers of, corporations that engaged in transactions with
the Company or its subsidiaries in 1998.
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, 1998. Representatives of the
independent auditors are expected to attend the 1999 Annual Meeting.
As such, they will be available to respond to shareholder questions at
the meeting.
CERTAIN TRANSACTIONS
Prior to 1998, the Company, through its subsidiaries, entered
into management agreements with CFA Management, Inc. ("CFA") which was
owned by certain stockholders of the Company, to operate, manage and
maintain the subsidiaries' service centers. On December 1, 1997, CFA
assigned its management agreement with the Company to Navigator
Management, Inc, which is owned by certain stockholders of the
Company. These management agreements expire on various dates through
2002 but may be extended. For its services, Navigator Management,
Inc. receives a percentage of annual gross sales calculated on the
basis of all service centers as follows:
Number of Management fee
service centers per service center
_______________ __________________
1-34 4.50%
35-70 3.00%
71-100 2.25%
More than 100 1.50%
<PAGE>
Management fees paid to related parties in 1998, 1997 and 1996
were $1,402,919, $1,231,377 and $804,815, respectively.
During 1997 and 1996, CFA agreed to reduce its management fees by
$338,000 and $500,000, respectively. The Company accounted for the
reduction of management fees as capital contributions. There was no
such reduction during 1998.
Included in accrued expenses payable at December 31, 1998 and
1997 were amounts due to Navigator Management, Inc. of $444,450 and
$125,284, respectively.
In 1997, the Company began automotive products and various
supplies from O.H. Distributors, Inc., which is owned by stockholders
of the Company. Purchases of these products amounted to $1,624,381
and $1,243,792 in 1998 and 1997, respectively. Included in accounts
payable at December 31, 1998 and 1997 were amounts due to O.H.
Distributors, Inc. of $81,719 and $284,916, respectively.
In 1996, the Company purchased chemical additive products in the
amount of $250,964 from Oil Handlers, Inc., which is also owned by
stockholders of the Company.
The Company purchased oil, oil filters and other inventory items
from Pennzoil-Quaker State Company ("PQSC") (previously Pennzoil
Products Company) in the amount of $5,883,516, $5,850,747 and
$3,957,925 during the years ended December 31, 1998, 1997 and 1996,
respectively. In addition to these purchases, the Company paid rent
in the amount of $196,116, $146,902 and $92,556, and dividends on
preferred stock of $140,000, $140,000, and $133,287 to PQSC during the
years ended December 31, 1998, 1997 and 1996, respectively. Included
in accounts payable at December 31, 1998 and 1997 were amounts due to
PQSC of $937,631 and $1,180,945, respectively. Also included in
accrued expenses at both December 31, 1998 and 1997 was $35,000 for
preferred dividends due to PQSC.
The Company enters into transactions with Jiffy Lube
International ("JLI"), a subsidiary of PQSC. These transactions
include payments for royalties, operating expenses, and license fees.
In addition, JLI enters into transactions to credit the Company for
national fleet accounts, rebates for grand openings, and charges for
Sears credit cards. The net amount of these transactions were
receipts of $212,753 from JLI in 1998 and payments of $165,476 and
$549,359 to JLI in 1997 and 1996, respectively due to PQSC. In
addition to these transactions, the Company paid rent in the amount of
$1,835,540, $1,660,954 and $2,160,160 to JLI during the years ended
December 31, 1998, 1997 and 1996, respectively. At December 31, 1998
and 1997, amounts receivable from JLI included $384,328 and $149,328,
respectively. Included in accrued expenses at December 31, 1998 and
1997 were amounts due to JLI for royalties of $185,002 and $142,371,
respectively.
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following graph presents comparisons of cumulative returns
for the Company's Class A Stock, the NASDAQ Composite Index, and the
Wilshire SmallCap Growth Index. The graph is shown for 1995, 1996,
1997 and 1998 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 1997 1998
____ ____ ____ ____
Lucor, Inc. $100.00 $101.69 $ 37.29 $ 66.10
NASDAQ Composite 100.00 122.71 149.25 208.40
Wilshire SmallCap 100.00 119.97 152.69 152.16
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 1997, 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 1999
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, 1999.
FORM 10-K
A copy of the Company's 10-K Report for the year ended December
31, 1998 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 30, 1999
<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 25, 1999, at the
Marriott Inn Crabtree on 4500 Marriott Drive, Raleigh, North Carolina,
27612, 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 Richard L. Rubin R. Lewis Stanford
(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
____________________________________________________________, 1999
