SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-
12
Sunshine-Jr. Stores, Inc.
_______________________________________________________________________
(Name if Registrant as Specified in Its Charter)
_______________________________________________________________________
(Name of Person (s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11 (c) (1) (ii), 14a-6 (i) (1),
or 14a-6 (j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6 (i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6 (i) (4) 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:
_______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
[ ] 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>
SUNSHINE-JR. STORES, INC.
109 WEST 5TH STREET
PANAMA CITY, FL 32401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of the
Shareholders of Sunshine-Jr. Stores, Inc., a Florida corporation,
will be held at The Holiday Inn located at 2001 North Cove
Boulevard, Panama City, Florida, on June 2, 1995, at 11:00 am,
Central Daylight Time, for the following purposes:
1. To elect directors of the Company;
2. To ratify the appointment of the independent auditors; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
All shareholders of record at the close of business on April
14, 1995, are entitled to receive notice of, and to vote at, the
Annual Meeting and at any adjournment thereof.
Whether or not you plan to attend the meeting, please
complete, sign and date the enclosed proxy and return it promptly
to the Company in the postage-paid envelope enclosed for your
use. You may revoke the proxy at any time before it is exercised
by following the instructions set forth under the heading
"General Information" in the accompanying proxy statement.
By Order of the Board of Directors
John D. Mercer
Corporate Secretary
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the enclosed proxy are being
furnished in connection with the solicitation by the Board of
Directors of Sunshine-Jr. Stores, Inc. (the "Company") of proxies
to be voted at the Annual Meeting of Shareholders of the Company
to be held at The Holiday Inn located at 2001 North Cove
Boulevard, Panama City, Florida, on Friday, June 2, 1995 at 11:00
am Central Daylight Time, and any adjournments thereof. This
proxy statement and the accompanying proxy are being distributed
to shareholders on or about April 28, 1995.
The Company's principal executive offices are located at 109
West Fifth Street, Panama City, Florida 32402.
The persons named in the accompanying proxy will vote the
shares represented by each proxy returned in favor of the
directors nominated and in favor of ratifying the appointment of
the independent auditors unless contrary instructions are
received. Each such proxy granted may be revoked at any time
before it is exercised by filing with the Secretary of the
Company an instrument revoking it, by executing and delivering a
subsequent proxy or by voting in person at the Annual Meeting.
VOTING SECURITIES AND VOTING
The Board of Directors has fixed the close of business on
April 14, 1995, as the record date for determining shareholders
entitled to notice of, and to vote at, the Annual Meeting. On
April 14, 1995, the Company had outstanding 1,701,650 shares of
Common Stock, $.10 par value. Each share of Common Stock is
entitled to one vote on each matter to come before the Annual
Meeting.
Votes cast at the Annual Meeting will be counted by the
Company's Secretary acting as inspector of elections under
applicable Florida law. Shares represented at the meeting in
person or by proxy but not voted on any proposal (including
abstentions and broker non-votes) will be counted for the purpose
of establishing a quorum for the transaction of business at the
meeting but will not be counted toward the required affirmative
vote for such proposal. Such shares will be recorded on the
Company's records as having abstained on such proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the name, address (except for
certain directors and executive officers) and beneficial
ownership of the Company's Common Stock as of April 14, 1995, of
(i) each person known to the Company to be the beneficial owner
of more than five percent of its Common Stock, which is the only
class of its outstanding securities entitled to vote, (ii) each
director of the Company, (iii) each executive officer of the
Company named in the Summary Compensation Table located below and
(iv) all directors and executive officers as a group. Unless
otherwise noted, all shares are owned directly, with sole
voting and dispositive powers.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERCENT OF
BENEFICIAL OWNER NUMBER OF SHARES CLASS
5% BENEFICIAL OWNERS:
<S> <C> <C>
Leona J. Lewis; 944,984 <F1> 55.53%
Luther D. Lewis, Jr.;
Lana Jane Lewis-Brent;
and Donna Sue Raines
(the "Lewis Family Group")
Leona J. Lewis 944,984 <F1><F2> 55.53%
100 Cherry Street
Panama City, FL 32401
Luther D. Lewis, Jr. 944,984 <F1><F3> 55.53%
P.O. Box 27334
Panama City, FL 32411-7334
Lana Jane Lewis-Brent 944,984 <F1><F4> 55.53%
(Director)
1216 Dewitt Street
Panama City, FL 32401
Donna Sue Raines 944,984 <F1><F5> 55.53%
2018 Forest Glen Street
Tallahassee, FL 32305-5100
American Financial 349,600 <F6> 20.54%
Corporation and Carl
Lindner, Chairman of the Board
One East Fourth Street
Cincinnati, OH 45202
Dimensional Fund Advisors, 100,900 <F7> 5.93%
Inc. & DFA Investment
Dimensions Group, Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401
NAME AND ADDRESS OF PERCENT OF
BENEFICIAL OWNER NUMBER OF SHARES CLASS
OTHER DIRECTORS AND NAMED EXECUTIVE OFFICERS
Clyde M. King, Jr. 0 *
Paul W. Martin, Jr. 0 *
Joseph A. Pedoto 0 *
Dennis C. Raines 944,984 <F8> 55.53%
Ron M. Shouse 0 *
Michael G. Ware 0 *
Directors and Executive Officers 944,984 <F9> 55.53%
as a group (7 persons)
________________________________
*Less than 1%
<FN>
<F1> This information is obtained from documents provided by the
Lewis Family Group. Pursuant to a stockholders agreement,
the members of the Lewis Family Group agreed (a) to vote
their shares of Common Stock collectively as a block only as
the majority may agree or, in the absence of such agreement,
as may be determined through arbitration and (b) not to vote
their shares of Common Stock to either remove any member of
the Lewis Family Group from the Company's Board of Directors
or to cause the Company to employ any of the Lewis Family
Group or members of their families. The stockholders
agreement was entered into on November 30, 1993, pursuant to
a settlement agreement terminating prior litigation among
the members of the Lewis Family Group and others related to
the shares beneficially owned by the Lewis Family Group.
Also pursuant to this settlement agreement, (a) the members
of the Lewis Family Group agreed to sell their stock as a
block if the majority may so agree, (b) the members of the
Lewis Family Group agreed to sell their shares pro rata if
an offer accepted by the majority is made to purchase more
than fifty percent on the Company's outstanding Common Stock
and to purchase on a pro rata basis less than all of the
shares beneficially owned by the Lewis Family Group and (c)
Mrs. Lewis agreed to transfer, immediately proceeding the
sale of the shares beneficially owned by the Lewis Family
Group, 82,500 shares of Common Stock to each of Ms. Raines
and Mr. Lewis.
<F2> Includes 380,521 shares held directly by Mrs. Lewis.
<F3> Includes 215,470 shares held directly by Mr. Lewis.
<F4> Includes 134,836 shares held directly by Ms. Lewis-
Brent and 687 held by her spouse.
<F5> Includes 213,470 shares held directly by Ms. Raines.
<F6> This information is obtained from a Statement on Schedule
13D, as amended to date, filed with the Securities and
Exchange Commission. Carl H. Lindner, Chairman of the
Board, Chief Executive Officer and principal shareholder of
American Financial Corporation may be deemed to beneficially
own these shares and to share voting and dispositive power
with respect to these shares.
<F7> This information is obtained from a Statement on Schedule
13D, as amended to date, filed by Dimensional Fund Advisors,
Inc. with the Securities and Exchange Commission.
Dimensional Fund Advisors, Inc. possesses sole voting and
dispositive power with respect to these shares.
<F8> Includes the shares beneficially owned by Ms. Raines, who is
Mr. Raines' spouse. See Note 5 above. Mr. Raines disclaims
beneficial ownership of these shares.
<F9> Includes all shares described in Note 1 to this Table.
</TABLE>
EXECUTIVE OFFICERS
Paul W. Martin, Jr. - For information on Mr. Martin see
"Directors Continuing in Office."
Ron M. Shouse - For information on Mr. Shouse see "Directors
Continuing in Office."
Michael G. Ware - Sr. Vice President and Chief Executive
Officer. Mr. Ware joined the Company in July, 1993. Mr.
Ware was the Vice President and Chief Financial Officer of
Farm Stores, Inc. located in Miami, Florida, from December
1987 through October 1993. Farm Stores, Inc. filed a
petition under Chapter 11 of the U.S. Bankruptcy Code on
December 28, 1990.
PROPOSAL 1: ELECTION OF DIRECTORS
The term of office of three of the Company's Directors, Paul
W. Martin, Clyde M. King and Dennis C. Raines, expire at the
Annual Meeting. Each has been nominated by the Board to stand
for re-election.
The nominees elected will serve until the Annual Meeting in
the year in which his term expires and until a successor is duly
elected and qualified.
Directors will be elected by a plurality of the votes cast at
the Annual Meeting. The accompanying proxy, unless otherwise
specified, will be voted for the election of the persons named
above. If any nominee should become unavailable, which is not
now anticipated, the persons voting the accompanying proxy, in
their discretion, vote for a substitute.
______________________________
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE FOLLOWING NOMINEES
______________________________
Information relating to business experience and age of each
director is set forth below.
NOMINEES FOR TERMS EXPIRING IN 1996
Dennis C. Raines, age 47, a director since February 1995, is
a private investor. He was Director of Administrative Services
for Big Bend Child Care in Tallahassee, Florida from March 1991
through December 1991. From November 1990 to March 1991, Mr.
Raines was a cost analyst for Rose Printing Co., also located in
Tallahassee, Florida. Mr. Raines' wife is the sister of Ms.
Lewis-Brent.
NOMINEES FOR TERMS EXPIRING IN 1998
Paul W. Martin, Jr., age 44, a director since April 1993, is
Chairman of the Board and a member of the Audit Committee. Mr.
Martin has been vice-president of acquisitions and development
for U.S. Enterprises, Inc., a venture capital firm located in St.
Petersburg, Florida, since 1985. Mr. Martin is a member of the
Audit and Executive Committees.
Clyde M. King, age 75, a director since April 1993, is a
pharmacist retired from King Diversified, Inc., located in Panama
City Beach, Florida, with whom he served since 1964. Mr. King is
a member of the Audit Committee.
DIRECTORS CONTINUING IN OFFICE
Lana Jane Lewis-Brent, age 49, a director since April 1993,
has been President of Paul Brent Designer, Inc. in Panama City,
Florida since April 1991. From November 1982 to April 1992, Ms.
Lewis-Brent served as President and Chief Executive Officer of
the Company and was also Vice-Chairman of the Board of Directors.
Ms. Lewis-Brent was elected to a three-year term expiring in
1996. Ms. Lewis-Brent is also a director of Tootsie Roll
Industries, Inc. Ms. Lewis-Brent is the sister of Mr. Raines'
wife.
Joseph A. Pedoto, age 53, a director since April 1993, has
been President of JLM Financial, Inc., an investment banking and
tax planning firm located in Cincinnati, Ohio for the past four
years. Previously, he was Executive Vice-President of the United
Dairy Farmers, Inc., also in Cincinnati, Ohio since 1965. United
Dairy Farmers, Inc., among other things, operates a chain of
convenience stores. Mr. Pedoto is also a director of Provident
BanCorp, Inc. American Financial Corporation, which owns 349,600
shares of the Company's Common Stock, is a client of JLM
Financial, Inc. Mr. Pedoto was elected to a three-year term
expiring in 1997. Mr. Pedoto is a member of the Audit, Executive
and Compensation Committees.
Ron M. Shouse, age 53, a director since August 1993, is
President and Chief Executive Officer of the Company. Mr. Shouse
was a Regional Director and General Manager of Convenient Food
Marts, Inc., Ohio Division from September 1990 to June 1993.
Prior to that he was President of Mini Mart Corporation of Fort
Lauderdale, Florida for over two years. Mini Mart Corporation
filed a petition under Chapter 11 of the U.S. Bankruptcy Code on
December 23, 1990. Mr. Shouse was elected to a three-year term
expiring in 1997. Mr. Shouse is a member of the Compensation and
Executive Committees.
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's officers and directors, and
persons who own more than ten percent of the Company's common
stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission (the "SEC") and the
American Stock Exchange. Officers, directors and persons who own
more than ten percent of the Company's common stock are required
by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received
by it, the Company believes that, during and with respect to 1994
and prior years, except as previously disclosed, all Section
16(a) filing requirements applicable to its officers, directors
and greater than ten-percent shareholders were complied with.
BOARD OF DIRECTORS AND STANDING COMMITTEES
The Board of Directors maintains three standing committees:
an Audit Committee, a Compensation Committee and an Executive
Committee, which are described below. Members of these
committees are elected annually at the Board Meeting immediately
following the Annual Meeting. Under the Company's Bylaws, the
Board of Directors is authorized to designate other members of
the Board to serve in place of absent members of the Executive
Committee. The Board of Directors does not have a nominating
committee.
During the fiscal year ended December 29, 1994, the Board
held 13 meetings.
The Audit Committee is composed of directors who are not
employees of the Company. As of April 14, 1995, members of the
committee are Paul W. Martin, Joseph A. Pedoto and Clyde M. King.
The Audit Committee held one meeting in 1994. The functions
performed by the Audit Committee include reviewing the management
letter submitted by the auditors, recommending to the Board the
engagement or discharge of independent auditors, directing and
supervising investigation into matters relating to audit
functions, reviewing the degree of the adequacy of the Company's
system of internal accounting controls and periodically reviewing
leases between the Company and its officers and directors.
As of April 14, 1995, the Compensation Committee is composed
of Ron M. Shouse and Joseph A. Pedoto. The function performed by
the Compensation Committee is to recommend the compensation
arrangements of the Company's officers to the Board of Directors.
The Compensation Committee did not meet in 1994.
The Executive Committee has and may exercise all the powers
of the Board of Directors when the Board is not in session,
except as limited by the Company's Articles of Incorporation and
Bylaws or by Florida law. The Committee did not meet in 1994 and
as of April 14, 1995, has the following members: Paul W. Martin,
Jr., Ron M. Shouse, and Joseph A. Pedoto.
All members of the Board attended at least 75% of the
meetings of the Board and all committees on which they served in
1994.
EXECUTIVE COMPENSATION
The following table sets forth all compensation earned by
Paul W. Martin, Jr., Ron M. Shouse and Michael G. Ware for the
years indicated. During 1994, there was no other officer of the
Company with salary and bonuses exceeding $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
__________________________________________
<CAPTION>
Name and Principal Year Salary Bonus Other Annual
Position Compensation<F1>
<S> <C> <C> <C> <C>
Paul W. Martin, Jr. 1994 $120,000 $250,000 $174,088<F2>
Chairman of the Board 1993 100,000 - -
Ron M. Shouse 1994 175,000 35,000 -
President and Chief 1993 116,000 - -
Executive Officer
Michael G. Ware 1994 104,128 25,000 -
Sr. Vice President 1993 39,716 - -
and Chief Financial
Officer
<FN>
<F1> Certain of the named executive officers received perquisites
and personal benefits valued at less than 10% of total annual
salary and bonus.
<F2> Reimbursement of taxes with respect to the bonus.
</TABLE>
__________________________________
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL ARRANGEMENTS
Mr. Shouse is employed pursuant to an employment contract
that provides for an annual salary of $175,000. In July 1994,
the Company entered into a retention agreement with Mr. Shouse
providing for a $35,000 bonus payable upon any change in control
of the Company and providing for one year's severance if Mr.
Shouse's employment is terminated under certain circumstances
after a change in control of the Company.
In July 1994, the Company entered into a retention agreement
with Mr. Ware providing for a $35,000 bonus payable upon any
change in control of the Company and providing for one year's
severance if Mr. Ware's employment is terminated under certain
circumstances after a change in control of the Company.
COMPENSATION OF DIRECTORS
The Company's Directors (other than Messrs. Martin and
Shouse) receive for their services as director a $15,000 annual
retainer and $2,000 for each meeting of the Board attended. For
information concerning Messrs. Martin and Shouse, see the Summary
Compensation Table above.
REPORT OF THE COMPENSATION COMMITTEE
The Company attempts to set salaries in accordance with
industry standards. During 1993 and until June 21, 1994, the
Company operated as debtor-in-possession under Chapter 11 of the
U.S. Bankruptcy Code, and executive compensation was subject to
court approval. Accordingly, the Company's flexibility in
instituting incentive compensation plans has been extremely
limited. The Company intends to examine and consider adopting
various bonus and incentive plans in the future. The incentive
bonuses paid to Mr. Shouse and Mr. Ware of $35,000 and $25,000,
respectively, in July 1994 were based upon various factors,
including the Company's successful emergence from Chapter 11. In
arriving at the terms of Mr. Shouse's employment arrangement, the
Company considered the terms of change of control provisions
contained in employment arrangements entered into by public
companies generally.
Respectfully submitted,
Joseph A. Pedoto
Ron M. Shouse
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
Messrs. Pedoto and Shouse served on the Compensation
Committee during 1993. Mr. Shouse is President and Chief
Executive Officer of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of April 14, 1995, 109 of the Company's 205 currently
operating convenience stores are leased. Five of these leased
convenience stores are currently leased from major shareholders
or directors of the Company. All five stores are leased from the
L.D. Lewis Realty Co., Inc., a corporation owned by Leona J.
Lewis, her daughter Lana Jane Lewis-Brent, and the L.D. Lewis
family trust. Two of these stores are leased for a monthly
rental of $500 each with the leases expiring March 31, 1996. One
store has two five-year options for renewal, with rent increasing
$125 at each renewal. The other store has three five-year
options for renewal, with rent increasing for the first two
options at $125 and the remaining option at $100. One store is
leased for a monthly rental of $500 expiring September 30, 1996,
with three five-year options to renew, with rent increasing at
$100 at each renewal. Two stores are leased for a monthly rental
of $940 each and will expire September 30, 1996 with two five-
year options for renewal, with rent increasing $100 at each
renewal. Management believes that the terms of the leases are as
favorable as leases which could be obtained from unaffiliated
persons.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit
Committee, has appointed Arthur Andersen & Co., independent
certified public accountants, to audit the books and accounts of
the Company for the year ending in December 1995. Arthur
Andersen & Co. was appointed as independent auditors of the
Company in December 1989. A representative of Arthur Andersen &
Co. is expected to be present at the meeting to answer questions
raised by shareholders and will have the opportunity to make a
statement if he or she desires to do so.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN & CO. AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR ENDING IN
DECEMBER, 1995.
COMPARISON OF FIVE-YEAR TOTAL RETURN
The following graph compares the performance of the Company's
Common Stock with the NASDAQ Stock Market Index and a peer group
index consisting of NASDAQ Stocks Standard Industry Codes 5400-
5499 (retail convenience and grocery stores), by showing the
cumulative total return an investor would have received on each
from investing $100 in each on December 29, 1989, and reinvesting
all dividends received. For purposes of calculating these
indexes, individual security weights are based on their
capitalization. Market capitalization is determined by price
times shares outstanding at the close of the previous day.
The companies within NASDAQ Stocks Standard Industry Codes
5400 - 5499 and included in the computation of the peer group
index are Arden Group, Inc., Atlantic Group, Inc., Brunos, Inc.,
Buttery Food and Drug Stores Co., Dairy Mart Convenience Stores,
Delchamps, Inc., Eagle Food Centers, Inc., Food Lion, Inc.,
General Nutrition COS, Inc., Harry's Farmers Market, Inc., Ingles
Markets, Inc., Marsh Supermarkets, Inc., Megafoods Stores, Inc.,
National Convenience Stores, Inc., Nature Food Centers, Inc.,
Quality Food Centers, Inc., Schultz Sav O Stores, Inc., Seaway
Food Town, Inc., Solo Serve Corp., Southland Corp., Starbucks
Corp., Super Rite Corp., T. J. Cinnamons, Inc., Uni Marts, Inc.,
Village Super Market, Inc., Vitamin Specialties, Corp. and Whole
Foods Market, Inc.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Sunshine-Jr. Stores, Inc. 100.0 46.2 27.5 40.1 56.0 76.9
NASDAQ Stock Market Index 100.0 84.3 130.1 158.6 179.5 176.4
NASDAQ Stock Index 100.0 111.2 175.9 125.9 140.8 114.4
(SIC 5400-5499)
</TABLE>
OTHER MATTERS
The Board of Directors knows of no other matters to be
brought before this Annual Meeting; however, if other matters
should come before the meeting, it is the intention of each
person named in the proxy to vote such proxy in accordance with
his or her judgment on such matters.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal at the next
annual meeting to be held in 1996 must file such proposal with
the issuer at its principal office on or before December 29, 1995,
in order for the proposal to be included in the proxy statement
and form of proxy for the 1996 meeting of the shareholders.
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge to any person
receiving this proxy statement, a copy of the Company's annual
report on Form 10-K for the most recent fiscal year, including
the financial statements and the schedules thereto, upon the
receipt of such request in writing. Any shareholder desiring a
copy of this report should write to Post Office Box 2498, Panama
City, Florida 32402.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the
Company, including expenses in connection with the preparation
and mailing of this Proxy Statement. In addition, the Company
will reimburse brokers and nominees their reasonable expenses for
sending proxy material to principals and obtaining their proxies.
In addition to solicitation by mail, proxies may be solicited in
person or by telephone or telegraph by directors, officers and
other regular employees of the Company.
Dated: April 28, 1995
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOUR PROMPT RESPONSE IS APPRECIATED.
<PAGE>
SUNSHINE-JR. STORES, INC.
109 West Fifth Street, Panama City, Florida 32402
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael G. Ware and John D. Mercer,
and each of them as Proxies, with full power of substitution, and
hereby authorizes them to represent the undersigned and to vote,
as designated below, all of the shares of common stock of Sunshine-
Jr. Stores, Inc. held of record by the undersigned on April 14,
1995, at the Annual Meeting of Shareholders to be held on June 2,
1995, at 11:00 a.m. and any and all adjournments thereof.
Withhold
1. Election of Directors: For Authority
Dennis C. Raines for a term expiring in 1996 [ ] [ ]
Paul W. Martin, Jr. for a term expiring in 1998 [ ] [ ]
Clyde M. King for a term expiring in 1998 [ ] [ ]
2. Proposal to ratify the appointment of Arthur Andersen LLP as
the independent certified accountants of the company.
For [ ] Against [ ] Abstain [ ]
3. In their discretion the Proxies are authorized to vote for any
substitute of the nominee and upon such other business as may
properly come before the meeting.
See Reverse Side
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR EACH DIRECTOR
NOMINEE AND FOR THE PROPOSAL.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS BELOW. EACH JOINT
OWNER SHOULD SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.,
SHOULD GIVE FULL TITLE. CORPORATIONS SHOULD SIGN CORPORATE
NAME BY AUTHORIZED OFFICER.
SIGNATURE_____________________________
SIGNATURE_____________________________
DATED:__________________________,1995.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
_______________________________
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