Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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
Rawlings Sporting Goods Company, 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>
RAWLINGS SPORTING GOODS COMPANY, INC.
1859 INTERTECH DRIVE
FENTON, MISSOURI 63026
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Rawlings Sporting
Goods Company, Inc. (the "Company") will be held at the Marriott
West Hotel, 660 Maryville Centre Drive, St. Louis, Missouri 63141
on Thursday, January 14, 1999 at 10:00 a.m., Central Time, to
consider and take action with respect to the following:
1. To elect two Directors for a class of Directors to
serve until the annual meeting following the
Company's fiscal year ending August 31, 2001.
2. To ratify the Board of Directors' selection of
Arthur Andersen LLP as independent public
accountants of the Company for the Company's
fiscal year ending August 31, 1999.
3. To conduct such other business as may properly
come before the Annual Meeting or any adjournments
thereof.
Stockholders of record at the close of business on
November 17, 1998 are entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.
All stockholders are cordially invited to attend the
meeting.
By Order of the Board of Directors
/s/ Howard B. Keene
Howard B. Keene
Secretary
Dated: November 25, 1998
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING.
<PAGE>
RAWLINGS SPORTING GOODS COMPANY, INC.
1859 INTERTECH DRIVE
FENTON, MISSOURI 63026
PROXY STATEMENT
MAILED ON NOVEMBER 25, 1998
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 14, 1999
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Rawlings
Sporting Goods Company, Inc. (the "Company") to be used at the
Annual Meeting of Stockholders to be held on January 14, 1999 and
at any adjournments thereof. The time and place of the Annual
Meeting are stated in the Notice of Annual Meeting of
Stockholders (the "Notice") which accompanies this Proxy
Statement.
The expense of soliciting proxies, including the costs of
preparing, assembling and mailing the Notice, Proxy Statement and
Proxy, will be borne by the Company. In addition to the use of
the mails, proxies may be solicited personally or by telephone or
telegraph, and the Company may pay persons holding shares for
others their expenses in sending proxy materials to their
principals.
VOTING SECURITIES AND VOTES REQUIRED
Only stockholders of record at the close of business on
November 17, 1998 ("Record Date") are entitled to notice of and
to vote at the Annual Meeting. At the close of business on the
Record Date, the Company had outstanding and entitled to vote
7,796,871 shares of Common Stock, par value $.01 per share (the
"Common Stock"). Each share of Common Stock is entitled to one
vote.
The holders of record of a majority of the number of shares
of Common Stock issued, outstanding and entitled to vote on any
matter shall constitute a quorum at the Annual Meeting. Shares
of Common Stock present in person or represented by proxy
(including shares which abstain or withhold a vote with respect
to one or more of the matters presented for stockholder approval)
will be counted for purposes of determining whether a quorum is
present.
Each candidate for election as a Director must receive a
plurality of the votes cast by the stockholders present in person
or represented by proxy and entitled to vote at the Annual
Meeting. The affirmative vote of the holders of a majority of
the shares of Common Stock, present in person or represented by
proxy and entitled to vote at the Annual Meeting, provided a
quorum is present, is required to ratify the Board of Directors'
selection of Arthur Andersen LLP as independent public
accountants of the Company for the Company's fiscal year ending
August 31, 1999.
Shares represented by proxies which are marked "WITHHELD"
with regard to the election of Directors will be excluded
entirely from the vote and will have no effect. Shares
represented by proxies which are marked "ABSTAIN" with respect to
the other matters presented for consideration at the Annual
Meeting will be considered present in person or represented by
proxy at the meeting and, accordingly, will have the effect of a
negative vote because those matters each require the affirmative
vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote at
the Annual Meeting. In addition, where brokers are prohibited
from exercising discretionary authority for beneficial owners who
have not provided voting instructions with respect to a
particular matter ("broker non-votes"), those shares will have no
effect on the outcome of such matter.
Shares entitled to vote represented by proxies which are
properly executed and returned before the Annual Meeting will be
voted at the Annual Meeting as directed therein. If no vote is
specified therein, the shares will be voted "FOR" the election of
the Directors named as nominees in the Proxy Statement, and "FOR"
the ratification of the selection of Arthur Andersen LLP as
independent public accountants of the Company for the Company's
fiscal year ending August 31, 1999.
<PAGE>
The Board of Directors does not know of any other business
to be presented for consideration at the Annual Meeting. If any
other business properly comes before the Annual Meeting or any
adjournment thereof, the proxies will be voted on such matters in
the discretion of the proxy holders insofar as the proxies are
not limited to the contrary. The Delaware General Corporation
Law provides that, unless otherwise provided in the proxy and
unless the proxy is coupled with an interest, a stockholder may
revoke a proxy previously given at any time prior to its exercise
at the Annual Meeting. A stockholder who has given a proxy may
revoke it at any time before it is exercised by delivering to any
of the persons named as proxies, or to the Company addressed to
the Secretary, an instrument revoking the proxy, by appearing at
the Annual Meeting and voting in person or by executing a later
dated proxy which is exercised at the Annual Meeting.
PRINCIPAL STOCKHOLDERS
The stockholders named in the following table are the only
stockholders known to the Company to be the beneficial owners of
five percent (5%) or more of the Company's Common Stock as of
September 30, 1998. For purposes of this table, and as used
elsewhere in this Proxy Statement, the term "beneficial owner"
means any person who, directly or indirectly, has or shares the
power to vote, or to direct the voting of, a security or the
power to dispose, or to direct the disposition, of a security.
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNERS OWNERSHIP OF CLASS
First Pacific Advisors, Inc.
1140 West Olympic Boulevard, Suite 1200
Los Angeles, California 90064 893,500/1/ 11.5%
Robert M. Raiff
152 West 57th Street
New York, New York 10019 845,800/2/ 10.8%
Bull Run Corporation
4370 Peachtree Rd. NE
Atlanta, Georgia 30319 806,500/3/ 10.3%
Samuel R. Shapiro
3060 Peachtree Rd. N.W., Suite 1555
Atlanta, Georgia 30305 877,200 /4/ 11.3%
/1/ This amount, as reflected in an amended report on Schedule
13G dated February 5, 1998, consists of no sole voting
power, shared voting power with respect to 368,500 shares,
no sole dispositive power and shared dispositive power with
respect to 893,500 shares.
/2/ This amount, as reflected in a report on Form 4 dated
September 8, 1998, consists entirely of sole voting and
dispositive power, with no shared voting or dispositive
power.
/3/ This amount, as reflected in a report on Schedule 13D dated
January 28, 1998, does not include 925,804 shares of Common
Stock issuable to Bull Run Corporation upon exercise of a
Common Stock Purchase Warrant which is not currently
exercisable. Robert S. Prather, Jr. is the President and
Chief Executive Officer of Bull Run Corporation. Pursuant
to a Standstill Agreement, dated November 21, 1998, between
the Company and Bull Run Corporation, Bull Run Corporation
is entitled to select two nominees to the Board of Directors
of the Company. Mr. Prather and Charles L. Jarvie were
selected by Bull Run Corporation as its nominees and
appointed to the Board of Directors during the Company's
fiscal year ended August 31, 1998.
<PAGE>
/4/ This amount is reflected in a report on Schedule 13G dated
September 8, 1998, filed jointly by Samuel R. Shapiro and
Shapiro Capital Management Company, Inc. ("Shapiro
Capital"). The Schedule 13G reports that Mr. Shapiro is the
president, director and majority shareholder of Shapiro
Capital which reported sole voting and dispositive power for
63,000 shares of Common Stock. Additionally, the Schedule
13G reports that Mr. Shapiro has sole voting and dispositive
power for 814,200 shares of Common Stock. Shapiro Capital
is an investment advisor under the Investment Advisers Act
of 1940, having authority to direct the investments of its
advisory clients.
STOCK OWNERSHIP OF DIRECTORS,
THE NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS
The following table and notes thereto set forth information,
as of September 30, 1998, with respect to the beneficial
ownership of shares of Common Stock by each Director, each person
nominated by the Board for election to the Board of Directors and
each Executive Officer named in the Summary Compensation Table
and by the Directors and Executive Officers of the Company, as a
group, based upon information furnished to the Company by such
persons:
AMOUNT OF BENEFICIAL OWNERSHIP
AS OF SEPTEMBER 30, 1998/1/
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Andrew N. Baur 18,926 /2/ *
Michael McDonnell 76,029 /3/ *
William C. Robinson 35,500 /4/ *
Michael J. Roarty 14,000 /4/ *
Linda L. Griggs 2,000 /5/ *
Robert S. Prather, Jr. 806,658 /6/ 10.3%
Charles L. Jarvie 158 /7/ *
Howard B. Keene 79,683 /8/ 1.0%
Paul E. Martin 60,973 /9/ *
J. Michael Thompson 45,508 /10/ *
Jonathan Hodgins 2,699 /11/ *
Carl J. Shields /12/ *
Randy D. Black 46,456 /13/ *
All Current Directors and 1,268,110 16.3%
Executive Officers as a
Group (13 persons)
______________________________
*Less than 1%
/1/ Each Director and Executive Officer owning shares listed or
included in this table exercises sole voting and dispositive
power over such shares, except as otherwise indicated in
footnotes /2/ through /10/. Included in the table are
shares underlying options that are exercisable within sixty
days after August 31, 1998.
/2/ This amount includes 4,000 shares of Common Stock underlying
options granted under the Rawlings Sporting Goods Company,
Inc. Non-Employee Directors' Stock Plan ("Directors' Plan")
and 3,926 shares of Common Stock Mr. Baur is entitled to
receive in lieu of directors' fees pursuant to the
Directors' Plan.
/3/ This amount includes 4,000 shares of Common Stock underlying
options granted under the Directors' Plan and 4,029 shares
of Common Stock Mr. McDonnell is entitled to receive in lieu
of directors' fees pursuant to the Directors' Plan.
/4/ This amount includes 4,000 shares of Common Stock underlying
options granted under the Directors' Plan.
/5/ This amount includes 1,500 shares of Common Stock underlying
options granted under the Directors' Plan.
<PAGE>
/6/ This amount does not include Common Stock which may be
purchased by Bull Run Corporation pursuant to Common Stock
Purchase Warrants because such Warrants are not currently
exercisable. Mr. Prather is President and Chief Executive
Officer of Bull Run Corporation. This amount includes 158
shares of Common Stock Mr. Prather is entitled to receive in
lieu of directors' fees pursuant to the Directors' Plan.
/7/ This amount includes 158 shares of Common Stock Mr. Jarvie
is entitled to receive in lieu of directors' fees pursuant
to the Directors' Plan.
/8/ This amount includes 68,617 shares of Common Stock
underlying options granted under the Rawlings Sporting Goods
Company, Inc. 1994 Long-Term Incentive Plan (the "Stock
Option Plan") and 11,066 shares beneficially owned under the
Rawlings Sporting Goods Company, Inc. Savings Plan (the
"401(k) Plan") as to which Mr. Keene has sole voting and
dispositive power.
/9/ This amount includes 57,511 shares of Common Stock
underlying options granted under the Stock Option Plan, and
962 shares of Common Stock beneficially owned under the
401(k) Plan as to which Mr. Martin has sole voting and
dispositive power.
/10/ This amount includes 42,391 shares of Common Stock
underlying options granted under the Stock Option Plan, and
2,317 shares of Common Stock beneficially owned under the
401(k) Plan as to which Mr. Thompson has sole voting and
dispositive power.
/11/ This amount includes 2,500 shares of Common Stock underlying
options granted under the Stock Option Plan and 199 shares
of Common Stock beneficially owned under the 401(k) Plan as
to which Mr. Hodgins has sole voting and dispositive power.
/12/ Mr. Shields resigned as a Director, Chairman, Chief
Executive Officer and President of the Company on
October 27, 1997. The Company does not have available to it
information regarding Mr. Shield's stock ownership as of
September 30, 1998.
/13/ This amount includes 41,423 shares of Common Stock
underlying options granted under the Stock Option Plan, and
5,033 shares beneficially owned under the 401(k) Plan as to
which Mr. Black has sole voting and dispositive power.
<PAGE>
ELECTION OF DIRECTORS
At this Annual Meeting, two Directors will be elected for a
term expiring at the annual meeting following the Company's
fiscal year ending August 31, 2001. Linda L. Griggs and William
C. Robinson have informed the Company they are willing to serve
for the term to which they are nominated if they are elected. If
either of these nominees should become unavailable for election
or is unable to serve as a Director, the shares represented by
proxies voted in favor of him will be voted for any substitute
nominee as may be named by the Board of Directors. The candidate
for election as a Director must receive a plurality of the votes
cast by the stockholders present in person or represented by
proxy and entitled to vote at the Annual Meeting.
The ages, terms of office and certain other information as
of August 31, 1998 with respect to Linda L. Griggs and William C.
Robinson, and each of the other persons serving as Directors are
as follows:
INFORMATION CONCERNING THE NOMINEES FOR TERM EXPIRING AT THE
ANNUAL MEETING OF STOCKHOLDERS FOLLOWING THE FISCAL YEAR
ENDING AUGUST 31, 2001
IF ELECTED,
TERM
EXPIRES AT
ANNUAL
MEETING OF
STOCKHOLDERS
FOLLOWING
THE FISCAL YEAR
SERVED AS ENDING AUGUST
NAME AND PRINCIPAL OCCUPATION DIRECTOR SINCE 31,
LINDA L. GRIGGS, age 49 1996 2001
Partner in the Business and Finance
Section of the law firm of Morgan,
Lewis & Bockius LLP.
WILLIAM C. ROBINSON, age 48 1994 2001
President of The Treehouse Florida
Fancy, Inc. since 1990; a consultant
to F.W. Woolworth Co. from 1988 to 1990;
President and Chief Executive Officer of
Robby's Sports, a 49-store sporting goods
retail chain, from 1973 to 1988.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF LINDA L. GRIGGS AND WILLIAM C. ROBINSON AS DIRECTORS
OF THE COMPANY.
<PAGE>
INFORMATION CONCERNING REMAINING DIRECTORS
IF ELECTED,
TERM
EXPIRES AT
ANNUAL
MEETING OF
STOCKHOLDERS
FOLLOWING
THE FISCAL YEAR
SERVED AS ENDING AUGUST
NAME AND PRINCIPAL OCCUPATION DIRECTOR SINCE 31,
CHARLES L. JARVIE, age 61 1998 1999
President and director of Host Communications, Inc. since
1993; director of Chase Bank of Texas, Total Sports
Manufacturing Co. and Universal Sports America Co.
MICHAEL MCDONNELL, age 59 1994 1999
President of West Union Corporation, a holding company for the
distribution of hardware and the manufacturing of building
products, since 1980; director of National Commerce Bancorp.;
part owner of the St. Louis Cardinals Major League Baseball
team since 1996.
MICHAEL J. ROARTY, age 70 1994 1999
Consultant to Anheuser-Busch Companies, Inc., a brewery, since
October 1994; previously Executive Vice President - Marketing
of Anheuser-Busch Companies, Inc.
ANDREW N. BAUR, age 54 1994 2000
Chairman of Mississippi Valley Bancshares, a bank holding
company, and Chairman of Southwest Bank of St. Louis, the bank
subsidiary of Mississippi Valley Bancshares, since 1984;
Secretary and Treasurer of the St. Louis Cardinals Major
League Baseball team since 1996.
STEPHEN M. O'HARA, age 43 1998 2000
Chairman of the Board and Chief Executive Officer of the
Company since November 2, 1998; previously since 1991
President of Specialty Catalog Corp., a direct marketer
targeting niche consumer products.
ROBERT S. PRATHER, JR., age 54 1998 2000
President and Chief Executive Officer of Bull Run Corporation
since 1992; director of Gray Communications Systems, Inc.
since 1993 and interim Executive Vice President-Acquisitions
since 1996; Chairman of the Board of Phoenix Corporation, a
steel service center, from 1980 to 1992.
<PAGE>
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Certificate of Incorporation provides that the
Board of Directors shall consist of not less than one and no more
than ten members as shall be determined from time to time by vote
of a majority of the Directors then in office. The Board of
Directors currently consists of eight members. Article Six of
the Company's Certificate of Incorporation provides that from and
after the first annual meeting of the stockholders the Company's
Board of Directors shall be divided into three classes, as nearly
equal in numbers as the then total number of Directors
constituting the Board permits. The members of each class are
elected to serve for a term of three years and until their
successors are duly elected and qualified, or until a member's
death, resignation or removal.
Under the present schedule, regular meetings of the Board of
Directors are held four times each year and additional special
meetings are called whenever necessary. The Board met seven
times during the fiscal year ended August 31, 1998. All of the
Directors attended at least 75% of the meetings of the Board of
Directors occurring during their respective terms and of the
committees of the Board of Directors on which they served at the
time of such meetings which were held during the fiscal year
ended August 31, 1998, except that Mr. Jarvie could not attend
one of the three meetings of the Board of Directors held during
such fiscal year after he was elected a director of the Company.
The Board of Directors has established an Audit Committee
consisting of Andrew N. Baur, William C. Robinson, Linda L.
Griggs and Robert S. Prather. Mr. Baur serves as Chairman of the
Audit Committee. The Audit Committee is authorized to recommend
to the Company's Board of Directors the independent public
accountants to be selected to audit the Company's annual
financial statements and to review the planned scope of the
annual external and internal audits, the independent accountants'
and internal auditors' report to management and management's
responses thereto and the effectiveness of the Company's internal
audit staff. The Audit Committee met once during the fiscal year
ended August 31, 1998.
At the regular meeting of the Board of Directors held on
October 15, 1998, the Board established a Finance Committee,
consisting of Andrew N. Baur, Robert S. Prather and Michael
McDonnell. The Finance Committee is authorized to review
acquisition prospects and capital expenditures in excess of
$500,000 and report to the Board. The Finance Committee has not
met as of the date hereof.
The Board of Directors has also established a Compensation
Committee consisting of Michael McDonnell, Michael J. Roarty,
William C. Robinson and Charles L. Jarvie. Mr. Robinson serves
as Chairman of the Compensation Committee. The Compensation
Committee is authorized to establish remuneration levels for
Executive Officers, review the performance of the Chief Executive
Officer, review management organization and development, review
significant non-equity based employee benefit and executive
compensation programs and establish and administer equity-based
executive compensation programs, including the Stock Option Plan.
The Compensation Committee met one time during the fiscal year
ended August 31, 1998, which meeting took place prior to
Mr. Jarvie becoming a member of such committee.
The Board of Directors has not established a nominating
committee.
The Bylaws provide that, unless nominated by the Board of
Directors, no person may be elected a director unless notice in
writing of such person's nomination by a beneficial or record
owner of common stock of the Company shall be received by the
Secretary of the Company not less than sixty days prior to the
first anniversary of the preceding year's annual meeting;
provided that in the event that the date of the annual meeting is
advanced by more than thirty days or delayed by more than sixty
days from such anniversary date, notice by the stockholder must
be delivered not later than the close of business on the later of
(i) the sixtieth day prior to such annual meeting, or (ii) the
tenth day following the date on which public announcement of the
date of such meeting is first made. Such notice must set forth
(a) the name and address of the nominating stockholder and of the
nominee, (b) a representation that such stockholder is a
beneficial or record owner of stock of the Company entitled to
vote in the election of directors at such meeting and intends to
appeal in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (c) the name and
address of the record holder of the stock as it appears in the
Company's books and of the beneficial owners thereof, if any, on
whose behalf the nomination is made, (d) the class and number of
shares which are owned beneficially and of record by the
nominating stockholders and each proposed nominee, (e) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person (naming such
persons) pursuant to which the nomination or nominations are to
be made by the <PAGE> stockholder, (f) such other information regarding
each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed with the SEC pursuant to
Regulation 14A promulgated under the Exchange Act had the nominee
been nominated or intended to be nominated by the Board of
Directors, and (g) the consent of each nominee to serve as a
director of the Company if elected.
COMPENSATION OF DIRECTORS
The Company's Directors, except for those who are also
employees of the Company, receive an annual retainer fee of
$15,000 for service as a Director. In addition, each non-
employee Director receives meeting attendance fees of $1,000 per
meeting for special Board meetings or Committee meetings not held
in conjunction with a regular Board meeting. The Company also
reimburses all of its Directors for their out-of-pocket expenses
incurred in the performance of their duties as Directors of the
Company.
Pursuant to the Rawlings Sporting Goods Company, Inc. 1994
Non-Employee Directors' Stock Plan (the "Directors' Plan"), the
non-employee Directors receive (i) a non-qualified stock option
having an exercise price equal to the fair market value on the
date of grant for 2,500 shares of the Common Stock upon their
initial election or appointment and, thereafter, a non-qualified
stock option for 1,000 shares of the Common Stock annually at the
date of the annual meeting, except that no more than one stock
option award may be granted to each non-employee Director in a
given calendar year, and (ii) the right to defer receipt of fees
in cash, and receive instead the right to delivery at a specified
future date of that number of shares of Common Stock having a
value at the time of deferral equal to the amount of cash
deferred.
EXECUTIVE COMPENSATION
BACKGROUND
The members of the Company's Compensation Committee during
the Company's fiscal year ended August 31, 1998, who are also
currently members of the Compensation Committee, were Michael
McDonnell, Michael J. Roarty, William C. Robinson and Charles L.
Jarvie.
Set forth below is the Compensation Committee's report on
executive compensation.
Notwithstanding anything to the contrary, the following
report of the Compensation Committee and the
Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by
reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates
this information by reference, and shall not otherwise
be deemed filed under such Acts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of
Directors is charged with the responsibility to administer
compensation programs for the Company's executives. To this end,
the Committee has established the following fundamental
philosophy for executive compensation:
An appropriate and significant portion of each
executive's total compensation should be performance-
based and linked to the creation of value for
stockholders, and
Market practices and compensation levels must be
considered when establishing an appropriate program for
executives in order to assist the Company in attracting
and retaining high quality talent.
<PAGE>
Pursuant to this philosophy, the Company's executive
compensation plans have been designed to remunerate executives
through three primary sources - base salary, annual cash
incentives and long-term equity-oriented incentives. The entire
program has been formulated so that the portion of an executive's
total compensation being derived from variable, performance-based
pay is greater at increasing levels of responsibilities.
Details regarding each of the primary facets of executive
compensation, along with a discussion of the awards made in
fiscal 1998, follows.
Base Salary
The Company targets salaries for executives at the median
(size-adjusted 50th percentile) of the competitive marketplace.
For purposes of each of the primary facets of compensation, the
competitive marketplace includes organizations of similar size in
the sporting goods industry.
In 1994, the Committee determined, with the assistance of an
independent, executive compensation consultant, that salaries for
the Company's top executives needed to be increased to reflect
the additional duties and responsibilities resulting from the
Company's spin-off from Figgie. A multi-year process was
implemented to move salaries for these executives to market
median levels within 2-3 years. The salary increases depicted in
the Summary Compensation Table reflect this ongoing process to
achieve targeted salary levels.
As of August 31, 1998, salary levels approximate market
medians for the Company's executive group as a whole. In
particular, Mr. Keene's cash compensation ($214,198) is well
below the market median. On October 15, 1998, the Company
announced that Stephen M. O'Hara had been selected as the
Chairman of the Board and Chief Executive Officer of the Company.
During 1999, Mr. O'Hara will receive a salary of $275,000,
participate in a bonus plan and receive options to purchase
250,000 shares of Common Stock pursuant to the Stock Option Plan.
The Committee believes that the level of such compensation has
been determined in accordance with the principals discussed
herein. Future increases to executive salaries will be based on
the Committee's discretionary evaluation of Company and
individual performance and increases occurring within the
marketplace.
Annual Cash Incentives
The Company maintains a management incentive plan whose
participants include certain management employees and all of the
Company's executives. The plan provides for the payment of
annual cash awards based upon the achievement of specified
Company goals and an evaluation of each executive's individual
performance.
Incentive opportunities are established for each executive
level, stated as a percentage of base salary. These
opportunities are set at levels designed to approximate median
incentive opportunities for similar positions within the
competitive marketplace. Actual awards earned are a function of
the Company's performance; thus, actual awards to the Company's
executives may be below or above actual median awards in the
marketplace depending on how the Company performs.
Annual incentives earned for fiscal 1998, as shown in the
Summary Compensation Table, reflect the Committee's evaluation of
the Company's performance against stated financial goals for
1998. As the Company did not achieve 100% of its planned goals
(primarily based on achievement of specified net income levels),
the amounts earned reflect awards below targeted incentive
levels.
Long-Term Equity-Based Compensation
The Company maintains a long-term incentive plan which
provides for the grant of stock-based incentive awards to certain
management employees and all of the Company's executives.
The Company utilizes nonqualified stock options granted at
fair market value as its primary long-term incentive. From time
to time, executives are granted stock options at levels
determined by the Committee based on a number of <PAGE> subjective
factors, including among other things, a general desire to
approximate median award levels within the competitive
marketplace. Since the executives derive no value from the
options unless the value of the Company's stock increase, these
awards support the Company's objective of linking executive
compensation to the creation of shareholder value.
Awards made to the Company's executives in fiscal 1998,
including the 33,000 options granted to Mr. Keene, approximate
the median level of awards made to executives in similar
positions within the competitive marketplace.
Section 162(m)
In December 1995, the IRS finalized rules regarding the
deductibility of compensation under Internal Revenue Code Section
162(m). The rules state that compensation in excess of
$1 million annually to any one executive will be non-deductible
for income tax purposes unless the compensation is "performance
based." At this point, none of the compensation paid by the
Company to its executives is non-deductible. The Committee will
monitor IRS rules and the Company's executive compensation
program to ensure, to the extent appropriate, that full
deductibility for such payments continues.
Michael J. Roarty William C. Robinson
Michael McDonnell Charles L. Jarvie
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As discussed above under "Compensation Committee Report,"
the Compensation Committee has general responsibility for the
establishment, direction and administration of all aspects of the
compensation policies and programs for the Company's executive
officers. During the fiscal year ended August 31, 1998, the
members of the Compensation Committee were Michael McDonnell,
Michael J. Roarty, William C. Robinson and Charles L. Jarvie.
None of the members of the Compensation Committee were, during
the fiscal year ended August 31, 1998, an officer or employee of
the Company or any of its subsidiaries, or otherwise were
formerly an officer of the Company or any of its subsidiaries.
<PAGE>
SUMMARY OF COMPENSATION
The following table shows information concerning
compensation earned by or paid to the Company's Chief Executive
Officer and each of the four other most highly compensated
Executive Officers of the Company whose salary and bonus for the
twelve months ended August 31, 1998 exceeded $100,000. This
information is provided for the fiscal years ended August 31,
1998, 1997 and 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SECURITIES ALL OTHER
NAME AND PRINCIPAL FISCAL ALL OTHER UNDERLYING COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (1)
Howard B. Keene 1998 206,072 8,126 - 33,000 4,095
Interim President and 1997 154,500 11,133 - 15,384 4,214
Chief Executive Officer 1996 147,500 49,875 - 17,111 4,069
Randy D. Black, Former 1998 143,750 7,553 - 15,000 4,181
Vice President, 1997 138,750 9,991 - 13,846 4,173
Marketing /2/ 1996 132,500 48,744 - 13,889 3,841
Paul E. Martin 1998 139,677 7,344 - 15,000 3,900
Chief Financial Officer 1997 134,125 9,670 - 13,333 4,236
1996 126,250 43,986 - 12,778 2,600
J. Michael Thompson 1998 133,783 7,032 - 15,000 3,002
Vice President, Sales 1997 128,750 9,277 - 12,820 2,975
1996 121,500 47,717 - 12,222 3,674
Jonathan Hodgins, 1998 144,892 - - 25,000 3,000
President, 1997 - - - - -
Hockey Division 1996 - - - - -
Carl J. Shields, 1998 32,187 - - - -
Former Chairman, 1997 257,500 24,121 - 38,461 4,750
President and 1996 245,000 109,964 - 44,722 2,875
Chief Executive
Officer /3/
/1/ The amounts indicated reflect matching contributions made by the Company pursuant to the 401(k) Plan.
/2/ Mr. Black resigned as Vice President, Marketing of the Company as of September 30, 1998.
/3/ Mr. Shields resigned as a Director, Chairman, Chief Executive Officer and President of the Company on
October 22, 1997.
</TABLE>
<PAGE>
<TABLE>
STOCK OPTIONS
The following tables set forth certain information concerning options granted during the fiscal year
ended August 31, 1998 to the Executive Officers named in the Summary Compensation Table and the number and
value of the unexercised options held by such persons on August 31, 1998:
OPTION/SAR GRANTS IN LAST FISCAL YEAR /1/
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM /2/
(a) (b) (c) (d) (e) (g) (h)
<S> <C> <C> <C> <C> <C> <C>
% OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO EXERCISE OR
UNDERLYING OPTION/ EMPLOYEES IN BASE PRICE EXPIRATION
NAME SARS GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
Howard B. Keene 33,000 19% $13.63/sh 4/1/2008 $282,871 $716,849
Randy D. Black 15,000 8% $13.63/sh 12/30/1998 $0 $0
Paul E. Martin 15,000 8% $13.63/sh 4/1/2008 $128,578 $325,841
J. Michael 15,000 8% $13.63/sh 4/1/2008 $128,578 $325,841
Thompson
Jonathan Hodgins 10,000 14% $10.13/sh 9/27/2007 $63,707 $161,446
15,000 $13.63/sh 4/1/2008 $128,578 $325,841
Carl J. Shields 0 0% - - - -
/1/ The options have an exercise price equal to the market price on the date of grant and become
exercisable as to one-third of the initial number of underlying shares of Common Stock on each of the
first, second and third anniversaries of the date of grant, subject to acceleration in the event of
death or disability of the optionee, a change in control (as defined in the Stock Option Plan) or as
otherwise determined by the Compensation Committee.
/2/ The potential realizable value represents the amount each Executive Officer might realize if the stock
appreciates annually at the assumed rates of 5% and 10% for the full period of the options (10 years).
The amounts represent only hypothetical values and there can be no assurance that such growth rates in
stock price will be achieved. The actual amount realized by each Executive Officer will be determined
at the time the options are exercised and will be based on the excess of the fair market value of the
stock at the time of exercise over the exercise price. For comparison, the total realizable value for
all stockholders, assuming 5% and 10% annual growth rates for 10 years, would be approximately $102.9
million and $111.2 million, respectively, based upon an acquisition price of $13.63 per share.
</TABLE>
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<CAPTION>
<S> <C> <C> <C> <C>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
Howard B. Keene 0 0 68,617/38,128 $0/$0
Randy D. Black 0 0 41,423/24,231 $0/$0
Paul E. Martin 0 0 57,511/19,444 $0/$0
J. Michael Thompson 0 0 42,391/19,273 $0/$0
Jonathan Hodgins 0 0 0/25,000 $0/$0
Carl J. Shields 42,635 /2/ $70,325 0/0 $0/$0
/1/ The closing price of the Common Stock on the Nasdaq National Market on August 31,
1998 was $9.00 per share. Value is calculated by determining the difference
between the option exercise price and $9.00, multiplied by the number of shares of
Common Stock underlying the options.
/2/ Mr. Shields resigned as a Director, Chairman, Chief Executive Officer and President
of the Company on October 22, 1997, and exercised options to purchase 42,635 shares
of Common Stock. The closing price per share on that date was $10.875.
</TABLE>
RETIREMENT PLANS
All of the Executive Officers of Rawlings who were
previously employees of Figgie accrued retirement income credits
under Figgie's Retirement Income Plan II (the "Figgie Plan")
until the date of the initial public offering of the Company's
shares (the "IPO"). Such employees will receive upon retirement
benefits accrued under the Figgie Plan up until the date of the
IPO. In connection with the acquisition of the Rawlings Business
from Figgie, each of the Company's employees has been given
credit for vesting and eligibility to receive benefits under the
Company's retirement plan for service as an employee of Figgie.
In return, Figgie has provided full vesting under the Figgie Plan
for all employees of Rawlings who were previously employees of
Figgie.
As of July 8, 1994, the date of the IPO, the annual benefits
payable upon retirement under the Figgie Plan, including accrued
benefits from a prior plan which was terminated on November 21,
1988, to the individuals named in the Summary Compensation Table
who were employees of Figgie are as follows: Mr. Keene, $9,372;
and Mr. Thompson, $6,621.
The Company has not adopted a retirement plan.
EMPLOYMENT AGREEMENT
Effective November 2, 1998, the Company entered into an
employment agreement with Stephen M. O'Hara which provides for
(i) an initial annual salary of $275,000, with an annual salary
review and adjustment by the Compensation Committee, (ii) an
annual bonus of up to 75% of salary, which will be based upon
subjective and objective criteria established by the Compensation
Committee, (iii) the issuance of stock options to purchase
250,000 shares of Common Stock having the terms discussed below,
(iv) severance benefits if his employment with the Company is
terminated under <PAGE> certain circumstances following a change in
control of the Company, (v) a termination benefit, except for
termination due to fraud, malfeasance or misappropriation of
funds, equal to two times annual salary and benefits, (vi) a $2
million life insurance policy, (vii) an automobile allowance, and
(viii) certain relocation expenses and miscellaneous perquisites.
The stock options referred to above vest over a five year
period in 20% increments. The options that vest on the first
anniversary are exercisable at a price per share equal to the
current market price of the Common Stock on November 2, 1998
($10.50), and those vesting on the second, third, fourth and
fifth anniversaries are exercisable at 110%, 120%, 130% and 140%
of such current market price, respectively. In addition, for
each share of Common Stock purchased by Mr. O'Hara, up to the
first 20,000 shares purchased, Mr. O'Hara shall receive pursuant
to the employment agreement the option to purchase two shares of
Common Stock at an option price equal to the price at which such
shares of Common Stock were purchased.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with each
of the Executive Officers named in the Summary Compensation Table
which provide various severance benefits to certain Executive
Officers if their employment with the Company is terminated under
certain circumstances following a change in control of the
Company. The agreements provide that a change in control of the
Company is deemed to have occurred if (i) a person acquires
beneficial ownership of 20% or more of the Company's voting
stock, (ii) individuals who, at the date of the agreement or the
beginning of a two-year period thereafter, constitute the Board
of Directors, cease for any reason to constitute a majority of
the Board, (iii) the stockholders approve a liquidation of the
Company, a sale or disposition of all or substantially all of the
Company's assets, or a merger, consolidation or reorganization of
the Company other than one that would result in (a) the holders
of the Company's voting stock continuing to own beneficially more
than 50% of the outstanding stock of the resulting corporation,
(b) no person who did not own voting stock prior to the
transaction owning 20% or more of the outstanding stock of the
resulting corporation, and (c) at least a majority of the board
of directors of the resulting corporation being members of the
Board of Directors of the Company at the date the severance
agreement was signed or at the beginning of a two-year period
thereafter that precedes the corporate transaction, or (iv) the
Board concludes that the Executive Officer is entitled to the
benefits because of the occurrence, threat or imminence of an
event with consequences similar to the foregoing.
Each of the agreements provides for severance payments in
the event of termination of the Executive Officer's employment
within a specified period after a change in control of the
Company (two and one-half years for Mr. Keene and two years for
other Executive Officers), unless the Executive Officer's
employment is terminated by the Company or its successors for
"cause" or "disability", because of the Executive Officer's death
or "retirement" or by the Executive Officer's voluntary
termination for other than "good reason", in each case as such
terms are defined in the agreements. The benefits consist of the
following: (a) an amount equal to two and one-half times for Mr.
Keene and two times the highest base salary paid to certain of
the other Executive Officers at any time up to the termination of
such Executive Officer's employment; (b) salary and bonus
(prorated assuming annual bonuses were paid at the target level)
to the date of termination; (c) medical, dental, long-term
disability and group term life insurance benefits for two and
one-half years for Mr. Keene and two years for other Executive
Officers if the Executive Officer makes his or her required
contribution; and (d) acceleration of the vesting of all stock
options. Under the Deficit Reduction Act of 1984, severance
payments that exceed a certain amount subject both the Company
and the Executive Officer to adverse U.S. federal tax
consequences. Each of the agreements provides that the Company
shall pay the Executive Officer (i) the severance benefits
reduced to the extent necessary to avoid an excise tax or
(ii) unreduced severance benefits if, after application of the
excise tax, the severance benefits would be greater than the
severance benefits provided for in clause (i) above.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total
stockholder return on an investment of $100 in the Common Stock
on June 30, 1994 (the date on which the Common Stock began
trading on the Nasdaq National Market) to August 31, 1998 with
the cumulative total return over the same period of (i) the
Nasdaq Composite Market Index and (ii) the Standard & Poor's
Leisure Time Index and assumes dividend reinvestment through the
fiscal year ending August 31, 1998:
<PAGE>
TOTAL STOCKHOLDER RETURN (6/30/95 - 8/31/98)
STOCK PRICE APPRECIATION AND DIVIDENDS
Jun Aug Aug Aug Aug Aug
1994 1994 1995 1996 1997 1998
------ ----- ----- ----- ----- -----
Rawlings Sporting
Goods Company, Inc. 100 104 79 80 88 75
Leisure Time
Products - Super 100 110 114 134 164 151
NASDAQ Index Composite 100 108 145 162 224 212
<PAGE>
CERTAIN TRANSACTIONS
Mr. Baur is the Secretary and Treasurer of St. Louis
Cardinals L.P. During the fiscal year ended August 31, 1998, the
Company sold approximately $357,000 of product to St. Louis
Cardinals L.P. The Company believes that the terms and prices
for the sale of these products are no less favorable than those
obtained from unaffiliated parties.
Mr. Jarvie is the President and a director of Host
Communications, Inc. During the fiscal year ended August 31,
1998, the Company purchased approximately $145,800 of catalogues
and promotional posters from Host Communications, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") requires the Company's directors and
executive officers, and persons who own more than 10% of the
Company's outstanding Common Stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports
of changes in ownership in the Company's Common Stock and other
equity securities. In addition, under Section 16(a), a director,
executive officer or 10% stockholder who is a trustee and has a
pecuniary interest (such interest includes situations where a
member of the trustee's immediate family is a beneficiary of the
trust) in any holding or transaction in the Company's securities
held by the trust, must report the holding or transaction on the
trustee's individual form. Securities and Exchange Commission
regulations require directors, executive officers, greater than
10% stockholders and reporting trusts to furnish the Company with
copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of copies
of such reports furnished to the Company and written
representations that no other reports were required, during the
fiscal year ended August 31, 1998, all Section 16(a) filing
requirements applicable to the directors, executive officers and
greater than 10% stockholders were met.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, at the recommendation of the Audit
Committee, has selected the firm of Arthur Andersen LLP as the
Company's independent public accountants for its fiscal year
ending August 31, 1999. Although the Bylaws of the Company do
not require the submission of the selection of independent public
accountants to the stockholders for approval, the Board of
Directors believes it is appropriate to give stockholders the
opportunity to ratify the decision of the Board of Directors.
The Board of Directors will not be bound by the stockholders'
vote at the Annual Meeting but will take into account the
stockholders' decision.
Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting. They will have the opportunity to
make a statement should they desire to do so and will also be
available to respond to appropriate questions from stockholders.
Ratification of the selection of the independent public
accountants will require the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting and entitled to vote,
provided a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE SELECTION OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE COMPANY'S FISCAL YEAR ENDING
AUGUST 31, 1999.
<PAGE>
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Any stockholder proposal submitted to the Company pursuant
to SEC Rule 14a-8 under the Exchange Act for inclusion in the
Company's proxy statement and proxy relating to the Company's
2000 Annual Meeting of Stockholders must be received by the
Company no later than July 28, 1999. Any stockholder intending
to nominate an individual for election to the Board at the
Company's 2000 Annual Meeting of Stockholders must provide
written notice to the Company not late than November 22, 1999.
If the Company does not receive notice of any other non-Rule
14a-8 matter that a stockholder wishes to raise at the Annual meeting
in 2000 by November 22, 1999, the proxy holders will retain
discretionary authority to vote proxies on such matters if they
are raised at the 2000 Annual Meeting of Stockholders. Such
proposals must also comply with the other requirements of the
proxy solicitation rules of the Securities and Exchange
Commission. Stockholder proposals should be addressed to the
attention of the Secretary of the Company.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented at the Annual Meeting other than those listed in the
Notice of Annual Meeting of Stockholders. However, if other
matters properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote
in accordance with their best judgment on such matters.
To the extent that information contained in this Proxy
Statement is peculiarly within the knowledge of persons other
than the management of the Company, it has relied on such persons
for the accuracy and completeness thereof.
UPON THE RECEIPT OF A WRITTEN REQUEST FROM ANY STOCKHOLDER
ENTITLED TO VOTE AT THE FORTHCOMING ANNUAL MEETING, THE COMPANY
WILL MAIL, AT NO CHARGE TO THE STOCKHOLDER, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES REQUIRED TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1 UNDER THE EXCHANGE
ACT, FOR THE COMPANY'S FISCAL YEAR ENDED AUGUST 31, 1998.
REQUESTS FROM BENEFICIAL OWNERS OF THE COMPANY'S VOTING
SECURITIES MUST SET FORTH A GOOD FAITH REPRESENTATION THAT, AS OF
THE RECORD DATE FOR THE ANNUAL MEETING, THE PERSON MAKING THE
REQUEST WAS THE BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE
AT SUCH MEETING. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE
DIRECTED TO:
HOWARD B. KEENE
SECRETARY
RAWLINGS SPORTING GOODS COMPANY, INC.
1859 INTERTECH DRIVE
FENTON, MISSOURI 63026
You are urged to complete, date, sign and return your proxy
promptly to make certain your shares will be voted at the Annual
Meeting. For your convenience, a return envelope is enclosed
requiring no additional postage if mailed in the United States.
By Order of the Board of
Directors
/s/ Howard B. Keene
Howard B. Keene
Secretary
Dated: November 25, 1998
<PAGE>
APPENDIX A
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
1999 ANNUAL MEETING OF STOCKHOLDERS OF
RAWLINGS SPORTING GOODS COMPANY, INC.
The undersigned hereby appoints Howard B. Keene and Paul E.
Martin, and each of them, each with the power to act alone and
with full power of substitution and revocation, as attorneys and
proxies of the undersigned to attend the Annual Meeting of
Stockholders of Rawlings Sporting Goods Company, Inc. (the
"Company") to be held at the Marriott West Hotel, 660 Maryville
Centre Drive, St. Louis, Missouri 63141, on Thursday, January 14,
1999, commencing at 10:00 a.m., local time, and at all
adjournments thereof, and to vote all shares of capital stock of
the Company which the undersigned is entitled to vote with
respect to the following matters, all as set forth in the Notice
of Annual Meeting of Stockholders and Proxy Statement, dated
November 25, 1998:
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR"
EACH ITEM.
Item 1: Election of two Directors for a class of Directors to
serve until the annual meeting following the Company's
fiscal year ending August 31, 2001.
[ ] FOR the nominees listed below: [ ] WITHHOLD AUTHORITY to
NOMINEES: Linda L. Griggs vote for those
nominees listed
below:
William C. Robinson
Item 2: Proposal to ratify the selection of the accounting firm
of Arthur Andersen LLP as independent public
accountants of the Company for the Company's fiscal
year ending August 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon
such other business as properly may come before the Annual
Meeting.
This Proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 and 2.
Dated: ____________________, 19__
<PAGE>
_____________________________________________
Signature
_____________________________________________
Signature (if held jointly)
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When
signing as an 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.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PREPAID ENVELOPE
