-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Wd3W2RtgntLjgL/WqOWBA788FTKt88j+qitdVxnYn6XznAE3pWAjvv2hQgt05kzQ JGtZmYcCyKGJ0sJc/+Cpjg== 0000033002-95-000003.txt : 19950612 0000033002-95-000003.hdr.sgml : 19950612 ACCESSION NUMBER: 0000033002-95-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950228 FILED AS OF DATE: 19950512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENNIS BUSINESS FORMS INC CENTRAL INDEX KEY: 0000033002 STANDARD INDUSTRIAL CLASSIFICATION: 2761 IRS NUMBER: 750256410 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05807 FILM NUMBER: 95537180 BUSINESS ADDRESS: STREET 1: 107 N SHERMAN ST CITY: ENNIS STATE: TX ZIP: 75119 BUSINESS PHONE: 2148756581 MAIL ADDRESS: STREET 1: 107 NORTH SHERMAN STREET CITY: ENNIS STATE: TX ZIP: 75119 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS TAG & SALESBOOK CO DATE OF NAME CHANGE: 19700805 DEF 14A 1 ENNIS BUSINESS FORMS, INC. 107 North Sherman Ennis, Texas 75119 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 15, 1995 To the Shareholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ennis Business Forms, Inc., a Texas Corporation, will be held in the Parisian Room, Fairmont Hotel, 1717 N. Akard Street, Dallas, Texas at 10:00 a.m., Central Daylight Time, on Thursday, June 15, 1995 for the following purposes: 1. To elect three directors for terms ending in 1998; 2. To consider the selection of KPMG Peat Marwick LLP as independent auditors of the Company for the fiscal year ending February 29, 1996; 3. To transact such other business as may properly come before the meeting. Only shareholders of record at the close of business on April 14, 1995 are entitled to notice of, and to vote at, the meeting or any adjournment or adjournments thereof. If you do not expect to be present at the meeting, please date and sign the enclosed form of Proxy and return it promptly in the enclosed envelope. No postage need be affixed if mailed in the United States. A copy of the Company's Annual Report for the fiscal year ended February 28, 1995, which contains financial statements and other information of interest to shareholders, is being mailed to you herewith. By Order of the Board of Directors, HARVE CATHEY Secretary Ennis, Texas May 15, 1995 ENNIS BUSINESS FORMS, INC. 107 NORTH SHERMAN ENNIS, TEXAS 75119 TELEPHONE (214) 875-6581 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 15, 1995 FIRST MAILED TO SHAREHOLDERS ON MAY 15, 1995 The holders of the Company's Common Stock of record at the close of business on April 14, 1995 are entitled to vote at the Annual Meeting of Shareholders of Ennis Business Forms, Inc. (the "Company"), which will be held on June 15, 1995. A form of Proxy is enclosed for use at such meeting if you are unable to attend in person. The persons named therein as proxies were selected by the Board of Directors of the Company. THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY AND IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED. THE PROXY MAY BE REVOKED BY WRITTEN INSTRUCTION ADDRESSED TO THE SECRETARY OF THE COMPANY, OR IF A SHAREHOLDER ATTENDS THE MEETING AND WISHES TO VOTE HIS SHARES IN PERSON HE MAY SO DIRECT THE PROXY JUDGES EITHER IN WRITING OR ORALLY. The cost of preparing, assembling and mailing the notice of Annual Meeting, Proxy Statement and form of Proxy and the cost, which is estimated to be nominal, of further solicitation hereinafter referred to, is to be borne by the Company. In addition to the use of the mails, it may be necessary to conduct some solicitation by telephone, facsimile machine or personal interview. Any such solicitation will be done by the directors, officers and regular employees of the Company; and, in addition, banks, brokerage houses and other custodians, nominees or fiduciaries will be requested to forward proxy soliciting material to their principals to obtain authorization for the execution of proxies on their behalf. The Company will not pay such persons any compensation for soliciting proxies, but such persons will be reimbursed by the Company for their out-of-pocket expenses incurred in connection herewith. OUTSTANDING VOTING SECURITIES OF THE COMPANY At the close of business on April 14, 1995, the Company had issued and outstanding 16,439,871 shares of Common Stock, each share being entitled to one vote. No other class of stock was then or is now outstanding. PRINCIPAL SHAREHOLDERS The following persons own more than five percent of the outstanding voting securities of the Company: AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT TITLE CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS Common Stock Texas Commerce Bank N.A. 973,998 5.9 1201 Elm Street, P.O. Box 2320 Dallas, Texas 75221-2320 Trustee for: *Ennis Business Forms Stock Ownership Plan *This Plan has "pass through" voting rights to the participants in the Plan. Any shares for which voting instructions are not received by the Trustee may be voted by the Trustee. The Trustee has sole power to dispose of or distribute the shares only in accordance with the respective provisions of the Plan. As of April 14, 1995 the directors and all directors and officers as a group beneficially owned securities of the Company as follows: AMOUNT AND NATURE OF TITLE OF BENEFICIAL PERCENT CLASS OWNERSHIP OF CLASS All directors as a group (9 persons) Common 746,736* 4.5 All directors and officers as a group(15 persons) Common 796,786* 4.8 *All directors category includes 85,500 shares and all directors and officers category includes an additional 26,626 shares which one director, two director-officers and five officers had the right to acquire within sixty days from April 14, 1995, and excludes indirect contingent interests of nominees and officers in shares held by Texas Commerce Bank N.A. as Trustee under the Plan set forth above. The directors and officers have sole voting rights and disposition power over the shares. Except as set forth above, management is not aware of any other person or group of persons which owns in excess of 5% of the outstanding Common Stock. The management of the Company is not aware of any change in control of the Company which has taken place since the beginning of the last fiscal year and is not aware of any contractual arrangements or pledges of securities the operation of the terms of which may at a subsequent date result in a change in control of the Company. ELECTION OF DIRECTORS The attorneys and proxies named in the accompanying form of Proxy have been designated by the Board of Directors, and they intend to vote for the election of the persons named below to the Board of Directors. All of the nominees have previously been elected by the shareholders. Should any of the nominees become unavailable for any reason, the shares represented by proxy will be voted for an alternate nominee who will be designated by Management. Management has no reason to believe that any of the nominees will be unavailable for election or service as a director. The following table sets forth certain information concerning each nominee and continuing director. Except as set forth therein, none of the nominees or continuing directors is an officer or director of any other publicly-owned corporation or entity. YEAR IN WHICH NAME OF SERVICE NOMINEE OR AS A CONTINUING DIRECTOR DIRECTOR STOCK BENEFICIALLY OWNED AGE BEGAN NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 1998 Harold W. Hartley Retired. Mr. Hartley has been retired since 71 1971 December 1986. Prior to that, he served as a Consultant to Tenneco Financial Services, Inc. from June 1984. Beneficial owner of 28,350 shares. Pat G. Sorrells Rancher and Private Investor. 56 1995 Mr. Sorrells has been engaged in the ranching and private investment business for more than five years. Mr. Sorrells has previously served as a director of the Company from June 1982 to April 1989. Mr. Sorrells was elected by the Board of Directors to fill the unexpired term of J. C. McCormick (who died on February 21, 1995) in April 1995. Beneficial owner of 307,000 shares. Kenneth A. McCrady Chairman of the Board and Chief Executive 64 1971 Officer of the Company. Mr. McCrady has served in his present position since April 1985, and has been continuously employed by the Company since 1970. Beneficial owner of 263,630 shares.*+ CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1996 Harry M. Cornell, Jr. Chairman of the Board, Chief Executive 66 1973 Officer and Director of Leggett & Platt, Inc., Carthage, Missouri. Director of Mercantile Bancorporation, St. Louis, Missouri. Beneficial owner of 27,750 shares. James B. Gardner Managing Director of a division of 60 1970 Service Management Company, a financial services firm, and Chairman of a division of Affiliated Computer Services, Inc., a data services provider, since May 1994; President and Chief Executive Officer, Pacific Southwest Bank, F.S.B. from November 1991, Chairman of the Board and President of Elm Interests, Inc., a corporation formed to acquire and operate Bluebonnet Savings Bank, F.S.B.; President and Chief Executive Officer of Marquette National Life Insurance Company and an officer of its parent corporation from August 1990 to March 1991; served from July 1987 to August 1990 as an executive officer of either Bank One, Texas, N.A., MBank Dallas, N.A. or the Federal Bridge Bank organized to acquire MBank Dallas, N.A. Mr. Gardner has also been a director of Century Telephone Enterprises, Inc. since 1981. Beneficial owner of 10,125 shares. Charles F. Ray President and Chief Operating Officer of the 51 1987 Company. Mr. Ray was elected to his current position in January 1990. Prior to that he served as Executive Vice President of the Company from June 1986, and he has been continuously employed by the Company since June 1964. Beneficial owner of 46,150* shares. CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1997 Robert L. Mitchell Retired President and Chief Operating Officer 61 1985 of the Company. Mr. Mitchell retired in December 1989. Prior to that, he served as President and Chief Operating Officer of the Company from April 1985, and was continuously employed by the Company from May 1969. Beneficial owner of 59,581 shares. Thomas R. Price Owner and President of Price Industries, Inc. 56 1989 Ennis, Texas. Mr. Price has been engaged in his present occupation since 1975. Beneficial owner of 1,500 shares. Ewell L. Tankersley Ranching and Investments. Since his 62 1988 retirement from KPMG Peat Marwick LLP (formerly Peat, Marwick, Mitchell & Co.) in June 1985, Mr. Tankersley has engaged in the business of ranching, private investing, and, until early 1992, in the private consulting business. Mr. Tankersley served as an audit partner with KPMG Peat Marwick LLP from 1966 until his retirement in 1985. Beneficial owner of 2,645 shares. *Includes 20,759 shares held for Mr. McCrady by the Trustee under the Plan described under "Principal Shareholders"; and 5,944 shares held for Mr. Ray. +Does not include 50,625 shares held in trusts for which Mr. McCrady is Trustee and in which he claims no beneficial ownership. BOARD COMPENSATION Non-employee directors receive an annual $14,400 retainer plus $1,000 for each Board meeting and $1,000 for each committee meeting attended other than in conjunction with a board meeting. Travel and accommodation expenses of directors incurred with respect to board and committee meetings are also reimbursed by the Company. Members of the board who are officers of the Company or its subsidiaries do not receive any fees for serving on the board of directors or its committees. MEETINGS OF BOARD AND COMMITTEES The Company's board held four meetings during the fiscal year ended February 28, 1995. The board's audit, executive compensation and stock option and nominating committees each held two meetings. One director was unable to attend one meeting. No committee members missed a meeting. COMMITTEES OF THE BOARD AUDIT COMMITTEE. This committee meets with the independent certified public accountants twice a year to review the annual audit plan and the results of their audit examination The committee reviews the effectiveness of the Company's internal control policies and procedures and considers any issues raised by the independent certified public accountants. The committee currently consists of Mr. Tankersley (Chairman), Mr. Hartley and Mr. Mitchell. EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE. See Executive Compensation for discussion of the purpose of the Committee and the names of the Directors who make-up this Committee. NOMINATING COMMITTEE. This committee considers and makes recommendations to the board regarding any nominee submitted for election to the board, whether submitted by management, by other members of the board or by shareholders. Although no nominee has ever been submitted by shareholders, in the event any shareholder wishes to nominate a candidate for director, the board of directors, through this committee, would consider such a nomination upon receipt of a written nomination, including the business history of the candidate; mailed to the attention of the board of directors or upon an oral presentation of the candidate's qualifications to the board or the committee. The committee currently consists of Mr. Cornell (Chairman), Mr. Price and Mr. Tankersley. EXECUTIVE COMPENSATION BOARD COMPENSATION COMMITTEE REPORT The Executive Compensation and Stock Option Committee of the Board of Directors is composed of the three non-employee directors listed below. Under the supervision of the Committee, the Company develops and implements compensation plans for the Company's executive officers. The Committee sets the salaries and bonuses of the Chief Executive Officer and the Chief Operating Officer, reviews and approves salary changes and bonus plans for other Company executive officers, administers the Company's stock option plan, and approves stock option grants for officers and key employees. The decisions of the committee with respect to the compensation of the executive officers are submitted to and ratified by the Board of Directors prior to implementation. PHILOSOPHY The compensation philosophy of the Company is to develop and implement policies that will encourage and reward outstanding financial performance, and thereby increase shareholder value. The Company believes stock ownership by employees strengthens the mutual interest of the Company and its shareholders, and therefore it has implemented an employee stock ownership plan which covers all Company employees and an incentive stock option plan for officers and key employees. The Company has historically valued and rewarded sustained performance, and has designed its compensation programs to achieve this goal. Maintaining competitive compensation levels in order to attract and retain executives who bring valuable experience and skills to the Company is a fundamental consideration within the overall philosophy. COMPENSATION STRUCTURE The annual compensation of the executive officers consists of an annual salary and participation in a cash bonus plan based on sales and earnings in relation to predetermined targets approved by the Committee. Discretionary cash bonuses are sometimes paid to executive officers based on performance in relation to other objectives. Long-term compensation of executive officers consists of participation, along with all Company employees, in an employee stock ownership plan and options granted under an incentive stock option plan in which Company officers and key employees participate. All other compensation of executive officers consists of participation in a defined benefit retirement plan and income protection plans which provide death and disability benefits to key employees. EXECUTIVE OFFICER COMPENSATION To ensure competitive levels of compensation, the Compensation Committee sets executive officer salaries by reference to salary range midpoints recommended to the Company by Hay Management Consultants in a study performed in 1987 and adjusted annually by the Company for changes in the Consumer Price Index. The midpoints adopted by the Company approximate the 10th percentile of the base salary practices of the approximately 500 industrial companies included in the Hay Compensation Comparison in July 1987. Hay Management Consultants is a nationally recognized compensation consulting firm. The Committee has determined that salaries set at these levels attract and retain career-oriented employees who perform successfully within the Company's compensation policy, which emphasizes broad-based compensation plans that reward sustained performance. Stock options are granted periodically to reward sustained performance, to motivate officers and key employees to continue to build shareholder value, and to increase employee stock ownership. CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER COMPENSATION In setting the salary and periodic stock option grants of the Chief Executive Officer, the Compensation Committee considers the Company's degree of success in achieving acceptable financial results and expanding business operations through internal development and strategic acquisitions. At the June 1994 annual Directors meeting, the Compensation Committee established the Chief Executive Officer's salary for the following twelve months at $180,000, the same rate which had been in effect since June 1991. The committee believes that it could reasonably have justified a higher salary for the Chief Executive Officer, since his salary is 87% of the midpoint for his position in the Company's salary administration system and salaries may be as high as 120% of midpoint; however, the Chief Executive Officer has formally requested for personal reasons that his annual compensation not be increased above the level set by the Committee at its June 1991 annual meeting and that he not participate in any bonus plan other than the Employee Stock Ownership Plan in which all Company employees participate. In setting the salary and the discretionary bonus, if any, of the Chief Operating Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer, which are based on an evaluation of the performance of the Chief Operating Officer in relation to his objectives and the position of his salary in relation to the midpoint. At the June 1994 annual Directors meeting, the Compensation Committee established the Chief Operating Officer's salary for the following twelve months at the annual rate of $150,600 (90% of midpoint), a 6% increase from his previous annual salary of $141,500. The Chief Operating Officer earned performance bonuses of $30,120 and $18,395, respectively, under cash bonus plans for all executive officers (other than the Chief Executive Officer) based on sales and earnings for the years ended February 28, 1995 and 1994 in relation to predetermined targets approved by the Committee. A discretionary bonus was paid in fiscal 1993 to the Chief Operating Officer for the year ended February 29, 1992. The Compensation Committee believes the actions taken regarding executive compensation were appropriate in view of individual and corporate performance. James B. Gardner - Chairman Harold W. Hartley Thomas R. Price TABLE 1: SUMMARY COMPENSATION TABLE * LONG-TERM COMPENSATION AWARDS NAME AND PRINCIPAL ANNUAL COMPENSATION (A) NUMBER OF ALL OTHER POSITION (B) YEAR SALARY BONUS OTHER OPTIONS COMPENSATION(C) Kenneth A. McCrady 1995 $180,000 -- -- -- 11,936 Chairman of the Board 1994 $180,000 -- -- 5,000 11,521 and Chief Executive 1993 $180,000 -- -- -- 13,786 Officer Charles F. Ray 1995 $147,326 30,120 -- -- 3,418 President and Chief 1994 $139,439 18,395 -- 5,000 3,299 Operating Officer 1993 $132,092 12,600 -- -- 3,946 Harve Cathey 1995 $ 89,092 18,400 -- -- 3,806 Vice President - Finance and Secretary Al Lemieux 1995 $ 86,465 18,100 -- -- 1,965 Vice President - Manufacturing Nelson Ward 1995 $ 84,078 18,020 -- -- 4,760 Vice President - Sales and Marketing *There were no Restricted Stock Awards, SARs or LTIP Payouts during the three most recent fiscal years. (a) All amounts are for fiscal years ended February 28 or 29. (b) This table includes all executive officers whose compensation exceeds $100,000 for the applicable fiscal years. (c) Amounts under "All Other Compensation" represent dividend pass-through payments from the Company's Employee Stock Ownership Plan. The Employee Stock Ownership Plan was approved by the shareholders on May 29, 1975. Approximately 1,300 directors, officers and employees of the Company and its subsidiaries are eligible to participate. Contributions may be made in the Company's Common Stock or in cash which must be invested by the Trustee in Common Stock of the Company within 30 days of the contribution. There were no contributions to the Plan for any officer or director during the three most recent fiscal years. TABLE 3: AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR BY FISCAL YEAR-END OPTION/SAR VALUES
OPTION EXERCISES NUMBER OF SECURITIES IN LAST UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN- FISCAL YEAR OPTION/SARS AT FISCAL THE-MONEY OPTIONS/SARS SHARES VALUE YEAR END AT FISCAL YEAR END ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE Kenneth A. McCrady -- $ -- 15,000 -- $53,745 $ -- Chairman of the Board and Chief Executive Officer Charles F. Ray 2,438 29,776 9,000 -- $32,247 $ -- President and Chief Operating Officer Harve Cathey -- -- 2,109 -- $ 7,557 $ -- Vice President - Finance and Secretary Al Lemieux -- -- 844 -- $ 3,024 $ -- Vice President - Manufacturing Nelson Ward -- -- 3,375 -- $12,092 $ -- Vice President - Sales and Marketing
TABLE 4: PENSION PLAN TABLE (1) Years of Service Remuneration 15 20 25 30 35 $125,000 $19,392 $25,856 $32,321 $38,785 $45,249 150,000 24,080 32,106 40,133 48,160 56,186 175,000 28,767 38,356 47,946 57,535 67,124 200,000 33,455 44,606 55,758 66,910 78,061 225,000 38,142 50,856 63,571 76,285 88,999 250,000 42,830 57,106 71,383 85,660 99,936 (1) The Company has a noncontributory retirement plan which covers substantially all of the employees of the Company and its Subsidiaries. The Plan provides for retirement benefits on a formula based on the average pay of the highest five consecutive compensation years during active employment, integration of certain Social Security benefits, length of service and a normal retirement age of sixty-five. All forms of remuneration, including overtime, shift differentials and bonuses, are covered by the Plan. However, due to restrictions imposed by the Revenue Reconciliation Act of 1993, effective March 1, 1994 the maximum annual compensation covered by the plan is limited to $150,000. Future years maximum can be increased for inflation. The table above sets forth approximate annual retirement benefits that would be received under the Plan, computed on the basis of the specified average annual earnings and years of service. The number of full years of continuous service as of February 28, 1995 for Mr. McCrady, Mr. Ray, Mr. Cathey, Mr. Lemieux and Mr. Ward were, 24, 31, 25, 19 and 23, respectively. FIVE-YEAR PERFORMANCE COMPARISON (1) The table below provides an indicator of cumulative total shareholder returns for the Company compared with the S&P 500 Stock Index and a Peer Group (2). 2/28/90 2/28/91 2/29/92 2/28/93 2/28/94 2/28/95 S&P 500 Comp-Ltd $100 $115 $133 $147 $159 $171 Ennis Business Forms, Inc. $100 $ 96 $134 $126 $115 $106 Peer Group $100 $ 92 $103 $103 $125 $126 Assumes $100 invested on February 28, 1990 in Ennis Business Forms, Inc. Common Stock, the S&P 500 Index and Peer Group Common Stock. Total shareholder returns assume reinvestment of dividends. (1)The data to prepare this performance comparison was obtained from Standard & Poor's Compustat Services, Inc. (2)The peer Group consists of the following publicly-held business forms manufacturers: Moore Corporation, The Standard Register Company, Wallace Computer Services, Inc., American Business Products, Inc., Duplex Products, Inc., New England Business Services, Inc., The Reynolds & Reynolds Company, and Ennis Business Forms, Inc. CERTAIN TRANSACTIONS There were no significant transactions between the Company and any directors or officers during the past fiscal year. SELECTION OF AUDITORS Independent auditors are to be selected at the meeting and it is intended that persons named in the accompanying Proxy will vote for KPMG Peat Marwick LLP, Certified Public Accountants, who have served continuously as auditors of the Company since fiscal 1959. The members of the Audit Committee of the Board of Directors, Messrs. Hartley, Mitchell, and Tankersley, join with the remaining members of the Board of Directors in recommending the selection of KPMG Peat Marwick LLP as the Company's independent auditors for the fiscal year ending February 29, 1996. Representatives of the firm will be present at the annual meeting of shareholders to answer questions and to make any statements they wish to make regarding the Company's financial statements. Ratification of the selection of auditors requires the affirmative vote of the holders of a majority of the shares voting at the annual meeting. MISCELLANEOUS The Management is not aware of any other matters that may be presented for action at the meeting. In the event that any other matters should be presented at the meeting for which a vote may properly be taken, the enclosed Proxy will be voted in such manner as the persons named in the Proxy shall in their discretion determine. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH TO ANY SHAREHOLDER, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO MR. HARVE CATHEY, VICE PRESIDENT, ENNIS BUSINESS FORMS, INC., 107 N. SHERMAN, ENNIS, TEXAS 75119. If you do not expect to attend the meeting, please date, sign and return the Proxy at your earliest convenience. No postage is required for mailing in the United States. A prompt return of your Proxy will be appreciated as it will save the expense of further mailing. SHAREHOLDER PROPOSALS In order for proposals of shareholders to be considered for inclusion in the proxy statement and proxy for the 1996 Annual Meeting of Shareholders, such proposals must be received by the Secretary of the Company no later than 120 days in advance of May 16, 1996. By Order of the Board of Directors Kenneth A. McCrady Chairman Ennis, Texas May 15, 1995 SIDE ONE OF THE PROXY CARD TO FOLLOW ENNIS BUSINESS FORMS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 107 N. SHERMAN STREET PROXY ENNIS, TEXAS 75119 The undersigned hereby appoints Kenneth A. McCrady, Charles F. Ray and Harve Cathey as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock of Ennis Business Forms, Inc. held of record by the undersigned on April 14, 1995 at the annual meeting of shareholders to be held June 15, 1995 or any adjournment thereof. 1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY (except as marked below) to vote for all nominees, listed below For Term Ending in 1998 Harold W. Hartley, Pat G. Sorrells and Kenneth A. McCrady (INSTRUCTIONS: To withhold authority to vote for any individual nominee write the nominee's name on the space provided below) 2.Proposal to approve the selection of KPMG Peat Marwick LLP as independent auditors for the fiscal year ending February 29, 1996. FOR AGAINST ABSTAIN 3.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. FOR AGAINST ABSTAIN (Continued and to be signed and dated on the other side) SIDE TWO OF THE PROXY CARD TO FOLLOW THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND IN THE PROXIES DISCRETION ON MATTERS ARISING UNDER 3. Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, as 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. Signature Signature if held jointly DATED ,1995 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
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