[STANDARD COMMERCIAL LOGO]
STANDARD COMMERCIAL CORPORATION
2201 Miller Road
Wilson, North Carolina 27893
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 13, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of Standard Commercial Corporation at the Wilson Country Club off
West Nash Road in Wilson, North Carolina on Tuesday, August 13, 1996 at 12 noon
to:
(a) elect four directors;
(b) ratify the appointment of Deloitte &
Touche, LLP as the Company's independent
auditors for fiscal 1997; and
(c) transact such other business as may properly come
before the meeting.
Shareholders of record at the close of business on June 17, 1996 will be
entitled to vote at the meeting.
Sincerely,
/s/ J. ALEC G. MURRAY
J. ALEC G. MURRAY
President
June 28, 1996
You are invited to a luncheon immediately following the meeting. If you
plan to attend, please complete and return the enclosed card direct to the
Company or telephone 919/291-5507 Ext 272. Entrance to the Wilson Country Club
off West Nash Road is two miles northwest of the intersection of Ward Boulevard
and West Nash Street in Wilson.
PLEASE VOTE YOUR SHARES PROMPTLY BY COMPLETING AND RETURNING
YOUR PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
STANDARD COMMERCIAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 13, 1996
The accompanying proxy is solicited by the Board of Directors. A
shareholder giving a proxy may revoke it at any time before it is exercised.
Shareholders of record at the close of business on June 17, 1996 will be
entitled to vote at the meeting or any adjournments thereof. It is expected that
proxy material will be mailed on or about June 28, 1996.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of Directors into
three classes as nearly equal in number as possible, each of which serves for
three years. The term of office of one class of directors expires each year in
rotation so that one class is elected at each Annual Meeting for a full
three-year term. Four of the present directors, Marvin W Coghill, Thomas M Evins
Jr and William A Ziegler, who were elected for three-year terms expiring at this
Annual Meeting, and Robert E Harrison, who was elected by the directors in
November 1995, have been nominated for three-year terms expiring at the Annual
Meeting in 1999. Six of the present directors who were elected for terms
expiring at the Annual Meetings in 1997 and 1998 and will remain in office.
Each shareholder of record at the close of business on June 17, 1996 is
entitled to one vote per share of common stock so held for the election of each
of the persons nominated.
INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS
The information that follows as to the principal occupations and
directorships and the number of shares of the Company's common stock
beneficially owned, directly or indirectly, has been furnished to the Company by
such persons.
<TABLE>
<CAPTION>
As of May 31, 1996
Name, Age and Year Principal Occupation -----------------------
First Became Director During Past Five Years Shares Owned % of Class
- --------------------- ----------------------------------------- ------------ ----------
<S> <C>
NOMINEES FOR TERMS EXPIRING IN 1999
Marvin W. Coghill Chairman of Tobacco Division; prior to April 1994, 335,634(1) 3.7%
Age 62, Director 1974 President and Chief Operating Officer
Thomas M. Evins, Jr. Regional Manager - North & Central America Tobacco 103,541(2) 1.1%
Age 56, Director 1992 Operations since Oct 1993; President, WA Adams
Company, a subsidiary acquired in June 1992
Robert E. Harrison Senior Vice President and Chief Financial Officer 510 *
Age 42, Director 1995 since July 1995; previously employed by
R J Reynolds International in a number of
financial positions, primarily in the Far East
William A. Ziegler Retired partner, Sullivan & Cromwell, attorneys; 4,534 *
Age 71, Director 1985 currently consultant and director and chairman of
executive committee of two private companies
DIRECTORS CONTINUING IN OFFICE UNTIL 1997
Henry R. Grunzke Chairman - Wool Division since January 1996; 1,238 *
Age 64, Director 1987 previously Commercial Director - Wool Division
Ery W. Kehaya Chairman of the Board and 2,819,563(3) 30.9%
Age 72, Director 1949 retired Chief Executive Officer
Daniel M. Sullivan Founder and retired former Chief Executive Officer, 609 *
Age 72, Director 1995 Frost & Sullivan, Inc.; currently Chairman Jim
Hjelms Private Collections, Ltd. and director of four
private companies
</TABLE>
<TABLE>
<CAPTION>
As of May 31, 1996
Name, Age and Year Principal Occupation -----------------------
First Became Director During Past Five Years Shares Owned % of Class
- --------------------- ----------------------------------------- ------------ ----------
<S> <C>
DIRECTORS CONTINUING IN OFFICE UNTIL 1998
William S. Barrack, Jr. Retired; former Senior Vice President, Texaco Inc., 2,080(4) *
Age 66, Director 1992 and director, Caltex Petroleum Corporation;
director, Consolidated Natural Gas Company and
International Executive Service Corps; and Board
of Visitors, University of Pittsburgh
Charles H. Mullen Retired; former Chairman and Chief Executive 723 *
Age 68, Director 1995 Officer, The American Tobacco Company, and
Vice President and director, American Brands, Inc.
J. Alec G. Murray President since April 1994 and Chief Executive 194,128(5) 2.1%
Age 59, Director 1977 Officer since January 1991; previously served as
Vice Chairman, Executive Vice President and
Chief Financial Officer, and Chairman - Wool Division
</TABLE>
- ----------------------
* Less than one percent.
1 Includes 852 shares owned by his wife and 2,842 shares held for his
account by trustee of 401(k) Savings Plan.
2 Includes 777 shares held for his account by trustee of 401(k) Savings
Plan.
3 Excludes 106,151 shares in a charitable remainder trust but, includes
63,647 shares owned by his wife and 585,311 shares (6.4%) held by Mr
Kehaya as trustee for his children as to which he disclaims beneficial
ownership.
4 Includes 530 shares owned by his wife.
5 Includes 11,006 shares owned by his wife.
There are no family relationships among any of the directors and executive
officers except that Ery W. Kehaya is the father of Ery W. Kehaya II and Mark W.
Kehaya, Vice Presidents of the Company.
PRINCIPAL SHAREHOLDERS
The following table sets forth at May 31, 1996 the common stock owned
beneficially, according to advice received by the Company, by each 5% or larger
shareholder and by all officers and directors as a group:
<TABLE>
<CAPTION>
Name and Address Shares Owned % of Class
<S> <C>
Ery W. Kehaya 2,819,563(1) 30.9%
810 Saturn Street
Jupiter, Florida 33477-4456
Radnor Capital Management Inc 742,077 8.1%
100 Matsonford Road, Suite 250
Radnor, Pennsylvania 19087
Robert E Torray & Co Inc 620,653 6.8%
6610 Rockledge Drive, Suite 450
Bethesda, Maryland 20817
All directors and officers as a group 3,978,409(2) 43.5%
--------------------------
</TABLE>
1 Includes 63,647 shares owned by spouse and 585,311 shares (6.4%) held by
Mr. Kehaya as trustee for his children. Does not include 106,151 shares
in charitable remainder trust created by Mr. Kehaya.
2 Includes 6,092 shares held by trustee of 401(k) Savings Plan, 80,983
shares owned by spouses and 625,278 shares (6.8%) held in trust or as a
custodian for children.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation of the
Chief Executive Officer and the other four most highly compensated executive
officers of the Company for services in all capacities for fiscal year ended
March 31, 1996.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Fiscal All Other Restricted Stock
Name and Principal Position Year Salary Bonus Compensation(1) Awards(2)
<S> <C>
J. Alec G. Murray 1996 $350,000 $ -0- $ -0- $ -0-
President and 1995 297,500 -0- -0- -0-
Chief Executive Officer 1994 350,000 -0- -0- 20,260
Marvin W. Coghill 1996 $310,000 $ -0- $ 3,000 $ -0-
Chairman - Tobacco Division 1995 263,500 -0- 3,000 -0-
1994 310,000 -0- 4,700 19,080
Thomas M. Evins Jr. - Regional 1996 $185,000 $ -0- $ 3,000 $ -0-
Manager - North & Central 1995 166,500 -0- 3,000 -0-
America Tobacco Operations 1994 185,000 -0- 3,700 11,490
Henry R. Grunzke 1996 $165,200 $ -0- $ -0- $ -0-
Chairman - Wool Division 1995 147,000 -0- -0- -0-
1994 143,200 -0- -0- 4,510
Robert E. Harrison 1996 $142,500(3) $ -0- $ -0- $ -0-
Senior Vice President and
Chief Financial Officer
</TABLE>
1 Employer contributions under the Company's 401(k) Savings Incentive Plan.
Eligible employees in the United States may contribute the lesser of 18%
of recognizable compensation or the maximum amount ($9,500 in calendar
1996) permitted under the Internal Revenue Code. Employee contributions
are partially matched with employer contributions in the form of common
stock of the Company. Noncash personal benefits for the persons named
above did not exceed the lesser of $50,000 or 10% of the cash compensation
reported.
2 These awards were based on fiscal 1993 performance. The dollar values
shown in this column were calculated by multiplying the number of shares
awarded by the closing market price ($15.50) of the Company's Common Stock
on the date of issuance.
3 Employed July 1, 1995 at an annualized salary of $190,000.
The number and dollar values of restricted shares held at March 31, 1996
by the persons named in the table were as follows: Mr. Murray, 1,320 shares
($11,880); Mr. Coghill, 1,243 shares ($11,190); Mr. Evins Jr., 748 shares
($6,730); and Mr. Grunzke, 293 shares ($2,640). Each recipient of restricted
stock has all the rights, including voting and dividends, of other shareholders,
subject to certain restrictions and forfeiture provisions.
RETIREMENT PLANS
There is a Defined Benefit Pension Plan provided for participating
employees in the United States who retire directly from the Company or who
terminate service with vested rights. The Company pays the full cost of the
Plan, determined on the basis of an independent actuarial valuation, into an
independently maintained trust fund. Generally, full-time salaried employees who
are at least 21 years old and have been employed for at least one year are
covered by the Plan. The right to receive benefits under the Plan is 100% vested
after five years of service. The monthly benefit payable upon retirement is
based on average compensation for the three highest years multiplied by various
factors for each year of service up to 40. The definition of compensation
includes amounts deferred under the 401(k) Savings Incentive Plan and Pretax
Medical Plans, but excludes bonuses and other awards. The benefit normally is
computed in the form of a straight-life annuity, or the actuarial equivalent
thereof under other options specified in the Plan. In addition, an immediate
benefit is provided to the surviving spouse upon death of an active or disabled
participant. The maximum annual benefit payable from this Plan is limited by
Section 415 of the Internal Revenue Code to $120,000 in calendar 1995 and 1996.
A nonqualified Supplemental Retirement Plan provides such benefits from
the Company's general funds as would otherwise be provided under the above
tax-qualified Plan except for Internal Revenue Code limitations on amounts which
may be paid out of a tax-qualified Plan.
The table below shows representative total annual retirement benefits
payable to an employee retiring in 1996 under the above Plans for specified
levels of compensation and years of service computed as a straight-life annuity
at age 65.
<TABLE>
<CAPTION>
Years of Credited Service at Age 65
Average ----------------------------------------------------------------------------------
Compensation 15 20 25 30 35 40
- -------------------------------------------------------------------------------------------------------
<S> <C>
$100,000 $22,100 $ 29,400 $ 36,800 $ 44,100 $ 50,200 $ 54,000
150,000 34,400 45,900 57,400 68,900 78,500 84,100
200,000 46,800 62,400 78,000 93,600 106,700 114,200
250,000 59,200 78,900 98,600 118,400 135,000 144,400
300,000 71,600 95,400 119,300 143,100 163,200 174,500
350,000 83,900 111,900 139,900 167,900 191,500 204,600
400,000 96,300 128,400 160,500 192,600 219,700 234,700
</TABLE>
As of March 31, 1996, Messrs. Murray, Coghill and Grunzke had 31, 38 and
36 years of service, respectively, for pension purposes. The pensionable
compensation covered by the U.S. and foreign retirement plans in 1996, 1995 and
1994 for each executive officer listed in the Summary Compensation Table is
equal to the "salary" amount shown in the Table. Mr. Evins became a participant
in the U.S. Pension and Supplemental Retirement Plans on April 1, 1996, and Mr
Harrison will become a participant effective July 1, 1996.
Foreign pension plans use different formulae than the one used in
preparing the above table. At March 31, 1996, Mr. Murray had an accrued annual
benefit of $230,000 payable at age 65 under one such plan, and Mr. Grunzke had
an accrued benefit of $82,600 payable at age 65 under another plan.
PERFORMANCE IMPROVEMENT COMPENSATION PLAN
On August 11, 1992 the shareholders of the Company approved the adoption
of a Performance Improvement Compensation Plan (the "Plan") which is
administered by the Compensation Committee of the Board of Directors. The Plan
allows the grant of a number of different types of equity based compensation
vehicles. Awards under the Plan may be made to participants in the form of
incentive stock options, nonqualified stock options, discounted stock options,
restricted stock, stock appreciation rights, phantom stock, stock awards,
performance shares and deferred stock. A maximum of 500,000 shares of Common
Stock may be issued under the Plan. To date provision has been made solely for
the grant of restricted stock awards.
The restricted stock awards granted are subject to forfeiture for a period
of seven years if a recipient's employment is terminated other than because of
death, disability or retirement after age 62 under certain conditions. The
Compensation Committee may also waive the restriction. The recipient of an award
may vote the stock and is entitled to cash dividends.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The committees established by the Board of Directors to assist it in the
discharge of its responsibilities are an Executive Committee, an Audit
Committee, a Compensation Committee and a Nominating Committee.
The Executive Committee consists of J. Alec G. Murray, Marvin W. Coghill
and Robert E. Harrison. This committee meets on call and has authority to act
on most matters during the intervals between Board meetings. During the last
fiscal year, the committee acted on various matters by unanimous written
consents.
The Audit Committee, which met six times during the last fiscal year,
consists of William S. Barrack, Jr., Charles H. Mullen, Daniel M. Sullivan and
William A. Ziegler, none of whom have been employees of the Company. This
committee is primarily concerned with assisting the Board in fulfilling its
fiduciary responsibilities relating to accounting policies and auditing and
reporting practices, and assuring the independence of the Company's public
accountants, the integrity of management and the adequacy of disclosure to
shareholders. Its duties include recommending the selection of independent
accountants, reviewing the scope of the audits and the results thereof, and
reviewing the organization and scope of the Company's internal systems of
financial control and accounting policies followed by the Company.
The Compensation Committee, which met five times during the last fiscal
year, consists of William A. Ziegler, William S. Barrack, Jr., Charles H.
Mullen and Daniel M. Sullivan. No current officer of the Company serves on the
Committee and there are no interlocking relationships. This committee is
primarily concerned with administering the Performance Improvement
Compensation Plan, determining compensation of officers and oversight of the
Company's pension plans.
The Nominating Committee, which met once during the last fiscal year,
consists of William A. Ziegler, Marvin W. Coghill and J. Alec G. Murray. This
committee is primarily concerned with recommending to the full Board of
Directors candidates for election as directors. The Committee will consider
candidates recommended by shareholders. Such recommendations should be sent
to the Nominating Committee, c/o Guy M. Ross, Secretary, Standard Commercial
Corporation, 2201 Miller Road, Wilson, North Carolina 27893.
The Board of Directors held seven meetings during the last fiscal year.
Each director was present at 75% or more of the meetings of the Board and its
committees on which the director served.
SECTION 16 COMPLIANCE
The rules of the Securities and Exchange Commission require disclosure of
late Section 16 filings by directors and executive officers. To the best of the
Company's knowledge and belief, there were no late filings during fiscal 1996,
other than a late filing of a Form 3 by Mr. Sullivan upon being elected a
director.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an annual retainer
of $15,000 for serving on the Board of Directors and $10,000 for serving on
Committees of the Board, plus a fee of $750 for each meeting of the Board and
$250 for each Committee meeting attended. On retirement after at least five
years service as a nonemployee Director, they receive annually for the number of
years equaling their years of service as a nonemployee director one half the
retainer in effect at the time of retirement. In addition to director's
compensation, Mr. Kehaya receives $35,000 per annum for serving as Chairman of
the Board.
COMPENSATION COMMITTEE REPORT
The compensation of the executive officers is determined by the
Compensation Committee.
COMPENSATION OBJECTIVES
In determining the total compensation of an executive officer the
Committee has in mind the necessity of attracting and retaining exceptionally
competent employees and motivating them to achieve maximum profitability of the
Company. Compensation paid comparable executive officers by competitors is taken
into account, along with performance of the Company and the individual and of
the activities for which he is responsible.
COMPENSATION ARRANGEMENTS
Apart from benefits, which are dealt with in the accompanying tables, an
executive officer's total compensation consists of base salary, cash bonus and
awards of restricted shares of the Company's common stock under the Performance
Improvement Compensation Plan.
BASE SALARY. In determining base salaries for the executive officers, the
Committee examines available reports regarding salaries paid by competitors and
in industry generally and considers the executive officer's responsibilities,
the past and present performance of the Company and the individual and of the
activities for which he is responsible, and future potential.
CASH BONUS. The same factors considered in determining base salaries are
considered in determining cash bonuses paid to executive officers although
somewhat more weight is given to immediate past performance of the individual
and the activities for which he is responsible than in determining base
salaries. No cash bonuses were paid for fiscal 1996.
RESTRICTED STOCK. At the annual meeting on August 11, 1992 the
shareholders approved the Performance Improvement Compensation Plan (the
"Plan"), authorizing the Committee to make effective for designated employees
various arrangements based on shares of Company stock. On June 14, 1993 the
Committee adopted the Restricted Stock Plan (the "RSP") as a means of awarding
those employees, to the extent certain performance objectives are met,
restricted shares of the Company's common stock pursuant to the Plan. In doing
so, the Committee had in mind not only the objectives generally applicable to
the Company's compensation arrangements, but causing participating employees to
own more shares of the Company's stock than might otherwise be the case and to
identify more closely with shareholder interests. The Company's executive
officers are among those who have been designated as eligible to participate.
The RSP calls for awards of restricted stock being made on the basis of overall
Company performance in terms of return on shareholders' equity. No awards are
made on account of a year in which return on shareholders' equity is not at
least equal to a threshold figure. The Committee establishes a target return on
shareholders' equity for the year and the pool that will be available if that
target is achieved. Correspondingly more or fewer shares are awarded to the
extent the target is exceeded or not achieved. The Committee has the discretion
to adjust awards because of changed conditions or for other reasons. Shares
awarded pursuant to the Plan remain restricted for seven years, except in the
case of recognized exceptions. No restricted shares were awarded for fiscal
1996.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
In determining Mr. Murray's base salary for the last fiscal year, the
Committee took into consideration primarily the base salaries paid to chief
executive officers by the Company's principal competition and an appropriate
relationship between Mr. Murray's base salary and those of the executive
officers reporting to him.
Although no executive officer of the Company received compensation in
fiscal 1996 in excess of the $1 million deductibility threshold established by
Section 162(m) of the Internal Revenue Code, the Committee will continue to
consider the deductibility and performance-based compensation issues raised by
Section 162(m).
This report has been provided by the Compensation Committee: William A.
Ziegler, Chairman, William S. Barrack, Jr., Charles H. Mullen and Daniel M.
Sullivan.
PERFORMANCE GRAPH
The following graph compares total return, including reinvestment of
dividends, on the Company's Common Stock to the total returns of the Standard &
Poor's 500 Stock Index and a Peer Group Index (PGI) (as defined below) for the
last five fiscal years ending March 31, 1996. The comparison assumes a $100
investment on March 31, 1991 in (1) Standard Commercial Common Stock, (2) the
Standard & Poor's 500 Index and (3) the PGI, and shows in each case the change
in stock price and dividends paid (assuming dividend reinvestment) over the
ensuing five years.
[GRAPH]
NOTE: The past performance shown in the graph above is not necessarily
indicative of future performance.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
FYE March 31 1991 1992 1993 1994 1995 1996
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Standard $100 $220 $200 $123 $109 $ 76
S&P 500 $100 $111 $128 $130 $150 $ 198
Peer Group $100 $171 $164 $133 $127 $ 116
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The PGI combines the weighted total return, based on the average month-end
market capitalization, of the other two United States publicly traded leaf
tobacco dealers (DiMon Incorporated and Universal Corporation) and Forstmann &
Co., Inc. as being representative of the wool industry. The PGI is calculated by
adding the products of 70% times the total return of the other leaf dealers and
30% times Forstmann's total return. The 70:30 ratio approximates the Company's
average business in each segment during the past five years. Dibrell Brothers,
Incorporated and Monk-Austin were included in the PGI prior to their merger
effective April 1, 1995 to form DiMon.
Anything to the contrary notwithstanding in any of the Company's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that incorporates future filings, including this Proxy Statement, in whole or in
part, the preceding Compensation Committee Report and Performance Graph shall
not be incorporated by reference into any such filings.
VOTING RIGHTS AND PROXY
On May 31, 1996, the Company had outstanding 9,137,200 shares of common
stock, all of one class and each share entitled to one vote. Shares cannot be
voted at the meeting unless the owner is present or represented by proxy. A
proxy may be revoked by the shareholder at any time before it is voted.
The election of directors requires a plurality of the votes cast and the
appointment of the Company's auditors requires the affirmative vote of a
majority of the votes cast at the meeting. For purposes of determining the
number of votes cast with respect to a particular matter, only those cast "For"
or "Against" are included. Abstentions and votes withheld, as well as broker
nonvotes will be counted only in determining the presence of a quorum.
Unless a shareholder specifies otherwise in a proxy, it will be voted FOR
the election as director of the four nominees listed under the caption "Election
of Directors" herein and FOR approval of the appointment of Deloitte & Touche,
LLP as the Company's independent auditors for fiscal 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche, LLP audited the financial statements of the
Company in 1996 and, subject to shareholder ratification, the Board of Directors
has reappointed this firm as the Company's Independent Public Accountants for
fiscal 1997. Representatives of Deloitte & Touche, LLP will be present at the
Annual Meeting, and will have an opportunity to respond to questions relating to
their audit of the Company's financial statements and to make a statement if
they so desire.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company before February 28,
1997. In addition, the Company's Bylaws require that shareholders give advance
notice and furnish certain information to the Company in order to bring a matter
of business before an annual meeting or to nominate a person for election as a
director.
SOLICITATION OF PROXIES
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, employees of the Company may
solicit proxies in person or by telephone.
At the time of mailing this Proxy Statement, the management is not aware
of any matters not referred to herein to be presented for action at the meeting.
If any other matters properly come before the meeting, it is intended that the
shares represented by the proxies will be voted with respect thereto in
accordance with the judgment of the persons voting them.
Guy M. Ross
Secretary
June 28, 1996
<PAGE>
STANDARD COMMERCIAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Guy M. Ross and Hampton R. Poole, Jr.,
proxies, each with full power of substitution, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
STANDARD COMMERCIAL CORPORATION to be held at the Wilson Country Club off West
Nash Road in Wilson, North Carolina, on August 13, 1996 and at any adjournments
thereof.
(1) ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] VOTE WITHHOLD
(INSTRUCTION: TO WITHHOLD VOTE FOR INDIVIDUAL NOMINEE(S), STRIKE A LINE
THROUGH THE NAME(S) IN THE LIST BELOW.)
Three-year terms expiring in 1999: Marvin W. Coghill, Thomas M. Evins, Jr.,
Robert E. Harrison and William A. Ziegler
(2) Ratification of the appointment of Deloitte & Touche, LLP as the Company's
independent auditors for fiscal 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In the discretion of such proxies, upon such other business as may properly
come before the meeting.
(Continued, and to be signed on the other side)
<PAGE>
(Continued from the other side)
A MAJORITY OF SAID PROXIES OR THEIR SUBSTITUTES WHO SHALL BE PRESENT AND
ACT, OR IF ONLY ONE SHALL BE PRESENT AND ACT, THEN THAT ONE SHALL HAVE AND MAY
EXERCISE ALL THE POWERS OF SAID PROXIES HEREUNDER.
Dated , 1996
[Signature(s)]
[Signature(s)]
Please date and sign as name(s)
appear hereon. When shares are held
by joint tenants, both should sign.
When signing on behalf of a
corporation, partnership, estate,
trust or other shareholder, state
your capacity or otherwise indicate
that you are authorized to sign.
NOTE: PLEASE COMPLETE, SIGN AND RETURN AS SOON AS POSSIBLE IN ENCLOSED ENVELOPE.
