-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SBG9EqfxaqL6tnILuSo9ZuPZuTo92ZTUoY9QcmZggultWzQE0FvH/JYsN5Zg2EQY L7D+qUPlCTY898NO2nzc1A== 0000916641-99-000009.txt : 19990111 0000916641-99-000009.hdr.sgml : 19990111 ACCESSION NUMBER: 0000916641-99-000009 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990212 FILED AS OF DATE: 19990108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULASKI FURNITURE CORP CENTRAL INDEX KEY: 0000081112 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 540594965 STATE OF INCORPORATION: VA FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-00314 FILM NUMBER: 99502863 BUSINESS ADDRESS: STREET 1: P O BOX 1371 STREET 2: ONE PULASKI SQ CITY: PULASKI STATE: VA ZIP: 24301 BUSINESS PHONE: 7039807330 MAIL ADDRESS: STREET 1: P O BOX 1371 STREET 2: 1 PULASKI SQUARE CITY: PULASKI STATE: VA ZIP: 24301 DEF 14A 1 PULASKI FURNITURE CORPORATION DEF 14A 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 ( ) 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 PULASKI FURNITURE CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than 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: [Ridgeway Logo Here] [Pulaski Furniture Corporation Logo] [Accentrics Logo] January 11, 1999 TO THE SHAREHOLDERS OF PULASKI FURNITURE CORPORATION Notice is hereby given that the annual meeting of shareholders of Pulaski Furniture Corporation will be held at the Roanoke Airport Marriott, 2801 Hershberger Road, N.W., Roanoke, Virginia, on Friday, February 12, 1999, at 10:00 a.m., for the following purposes: (1) To elect three Class III Directors to serve until the 2002 annual meeting of shareholders; and (2) To transact such other business as may properly come before the meeting or any adjournment thereof. Only shareholders of record at the close of business on December 18, 1998, are entitled to notice of, to vote at, and to participate in, such meeting. SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON, ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED FORM OF PROXY IN THE ENCLOSED ENVELOPE (TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES). THE PROXY MAY BE REVOKED BY DELIVERING ANOTHER PROXY OR BY WRITTEN NOTICE OF REVOCATION DELIVERED TO THE CORPORATION AT ANY TIME BEFORE THE PROXY IS EXERCISED. By Order of The Board of Directors IRA S. CRAWFORD, Secretary YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING YOU MAY THEN WITHDRAW YOUR PROXY. PULASKI FURNITURE CORPORATION PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 12, 1999 GENERAL INFORMATION The solicitation of the enclosed proxy is made on behalf of the Board of Directors of Pulaski Furniture Corporation (the "Corporation"), to be used at the annual meeting of shareholders to be held at the Roanoke Airport Marriott, 2801 Hershberger Road, N.W., Roanoke, Virginia, on Friday, February 12, 1999, at 10:00 a.m., and at any adjournment thereof. The mailing address of the principal executive offices of the Corporation is Pulaski Furniture Corporation, One Pulaski Square, Post Office Box 1371, Pulaski, Virginia 24301. An annual report to shareholders, including financial statements for the fiscal year ended November 1, 1998, is enclosed with this proxy statement. The cost of the solicitation of proxies will be borne by the Corporation. Solicitations will be made by the use of the mails, except that officers and other employees of the Corporation may make solicitations of proxies by telephone or telegraph or by personal calls. It is contemplated that brokerage houses and nominees will be requested to forward the proxy soliciting material to the beneficial owners of the stock held of record by them, and the Corporation will reimburse them for their charges and expenses. The Corporation has 10,000,000 authorized shares of common stock (the "Common Stock"), of which 2,894,597 shares were outstanding on December 18, 1998 (the "Record Date"). The Corporation has 1,000,000 authorized shares of preferred stock, of which no shares were outstanding on the Record Date. The Proxy Statement is being mailed on or about January 11, 1999, to shareholders of record at the close of business on the Record Date. Only shareholders of record on the Record Date will be entitled to vote at the annual meeting. Each outstanding share of Common Stock will entitle the holder thereof to one vote at the annual meeting of shareholders. Shares represented by properly executed proxies delivered pursuant to this solicitation will be voted, as specified, at the meeting and any adjournment thereof. ELECTION OF DIRECTORS The Corporation's Board of Directors is divided into Classes I, II and III, with one Class being elected every year for a term of three years. At the 1999 annual meeting, three Directors are expected to be elected to Class III to hold office for a term of three years or until their respective successors are duly elected and qualified. It is the intention of the persons named in the enclosed proxy to vote such proxy for the election as Directors of the three nominees named below. If any such nominee should become unavailable, the Board of Directors expects to designate a substitute for whom the proxies in the enclosed form are to be voted or to reduce the size of the Board accordingly, in which case the proxies in the enclosed form will be voted for the remaining nominee(s). Each nominee named below has been recommended for election by the Board of Directors. Each Director has served continuously since the year he joined the Corporation's Board. Directors will be elected by a plurality of the votes cast. Abstentions and shares held in street name that are not voted in the election of Directors will not be included in determining the number of votes cast. 1 NOMINEES
DIRECTOR PRINCIPAL OCCUPATION OF CORPORATION OR EMPLOYMENT DURING CONTINUOUSLY NAME LAST FIVE YEARS SINCE AGE - --------------------- -------------------------------------------------------- --------------- ------ CLASS III (TO SERVE UNTIL THE 2002 ANNUAL MEETING OF SHAREHOLDERS) Harry J. G. van Beek President, Klockner Capital Corporation (manufacturing 1996 64 company), Gordonsville, VA Bernard C. Wampler* Chairman and former Chief Executive Officer (1967- 1957 67 February 14, 1997) of Pulaski Furniture Corporation, Pulaski, VA Harry H. Warner Financial Consultant, Lexington, VA 1979 63
DIRECTORS CONTINUING TO SERVE
DIRECTOR PRINCIPAL OCCUPATION OF CORPORATION OR EMPLOYMENT DURING CONTINUOUSLY NAME LAST FIVE YEARS SINCE AGE - -------------------------- -------------------------------------------------------- --------------- ------ CLASS I (TO SERVE UNTIL THE 2000 ANNUAL MEETING OF SHAREHOLDERS) Hugh V. White, Jr. Partner, Hunton & Williams (attorneys), Richmond, VA 1978 65 O. Kenton McCartney, III President, Virginia Banking, Wachovia Bank, N.A., 1998 55 (formerly Jefferson Bankshares/Jefferson National Bank) (since 1997); former President and Chief Executive Officer of Jefferson Bankshares/Jefferson National Bank (since 1993), Charlottesville, VA CLASS II (TO SERVE UNTIL THE 2001 ANNUAL MEETING OF SHAREHOLDERS) Robert C. Greening, Jr. Vice President, General Manager of Neiman Marcus 1998 39 Northbrook (retailer) (since 1994); former Vice President, Divisional Merchandise Manager of Neiman Marcus Northbrook (1991-1994), Northbrook, IL John G. Wampler* President and Chief Executive Officer of Pulaski 1989 40 Furniture Corporation (since February 14, 1997); former Chief Operating Officer (1992-1997); of Pulaski Furniture Corporation, Pulaski, VA
*John Wampler is Bernard C. Wampler's son. Harry H. Warner is a director of Chesapeake Corporation and Allied Research Corp. John G. Wampler is a director of First American Federal Savings Bank. No other directorships are held by Directors of the Corporation in other companies registered under Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934 or registered as an investment company under the Investment Company Act of 1940. 2 The Board of Directors meets quarterly. During the last fiscal year, the Board held four regular meetings and three special meetings. No director attended fewer than 75% of the meetings of the Board and any committee on which he served. The Board has an Audit Committee, a Compensation Committee and a Stock Incentive Plan Committee. There are no other standing committees of the Board. No member of any of these committees is an employee of the Corporation or any of its subsidiaries. Messrs. McCartney, van Beek and Warner currently comprise the Audit Committee. The Audit Committee met twice during fiscal 1998. The Audit Committee reviews and approves various internal accounting functions of the Corporation. The Audit Committee also reviews the year-end audit performed by the Corporation's auditors and meets with those auditors and Corporation personnel to discuss audit procedures and policies. Messrs. Greening, van Beek, Warner and White currently comprise the Compensation Committee. The Compensation Committee met once during fiscal 1998. The Compensation Committee, at the direction of the Board, undertakes studies and makes recommendations on matters of non stock-based executive compensation. Messrs. Greening, van Beek and Warner currently comprise the Stock Incentive Plan Committee. The Stock Incentive Plan Committee met twice during fiscal 1998. The Stock Incentive Plan Committee administers the Corporation's Stock Incentive Plan. Employee Directors of the Corporation are not paid for their service on the Board of Directors. Other Directors receive an annual retainer of $10,000 for Board service and an attendance fee of $1,000, plus travel expenses, for each Board or committee meeting attended. The Chairman of the Board of Directors receives an additional retainer of $10,000 per year for Board service and an additional attendance fee of $1,000 for his attendance at each Board meeting. In addition, pursuant to the Corporation's Stock Incentive Plan for Non-Employee Directors, each non-employee Director is entitled to receive 200 shares of Common Stock of the Corporation annually, as additional compensation for his service on the Board. The Corporation has entered into a deferred compensation agreement with Bernard C. Wampler, Chairman of the Board and former Chief Executive Officer. The deferred compensation agreement provides that, beginning on the first day of the second month following the later of the month in which (a) Mr. Wampler attains the age of 65 or (b) Mr. Wampler's employment by the Corporation ceases (otherwise than from his voluntary resignation as Chief Executive Officer), the Corporation will pay Mr. Wampler, his designees or his estate $4,000 per month for a number of months equal to one-half of the number of months elapsed from May 1, 1956, to the later of the date Mr. Wampler attains the age of 65 or the date Mr. Wampler ceases to be employed by the Corporation. Mr. Wampler voluntarily resigned from his position as Chief Executive Officer of the Corporation in February of 1997. Payments have been made under the agreement since Mr. Wampler's retirement. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of December 18, 1998, as to the beneficial ownership, direct or indirect, of the Corporation's Common Stock by all Directors and nominees for Director, the executive officers named in the Summary Compensation Table, all Directors and officers as a group, and all persons known by the Corporation to own beneficially more than five percent of the Corporation's outstanding Common Stock:
SOLE VOTING SHARED VOTING AGGREGATE AND INVESTMENT AND INVESTMENT PERCENTAGE NAME POWER (1) POWER (2) TOTAL OWNED - ------------------------------ ---------------- ---------------- --------- ------------ Harry J. G. van Beek ......... 600 -- 600 * Randolph V. Chrisley ......... 37,379 387 37,766 1.3% Ira S. Crawford .............. 34,438 -- 34,438 1.2%
3
SOLE VOTING SHARED VOTING AGGREGATE AND INVESTMENT AND INVESTMENT PERCENTAGE NAME POWER (1) POWER (2) TOTAL OWNED - ----------------------------------------------- ---------------- ---------------- --------- ----------- Robert C. Greening, Jr. ....................... 200 -- 200 * James H. Kelly ................................ 48,329 1,414 49,743 1.7% O. Kenton McCartney, III ...................... 200 -- 200 * James W. Stout ................................ 23,059 -- 23,059 * Bernard C. Wampler ............................ 68,824 1,200 70,024 2.4% John G. Wampler ............................... 62,583 3,246 65,829 2.3% Harry H. Warner ............................... 5,042 -- 5,042 * Hugh V. White, Jr. ............................ 4,000 3,400 7,400 * All Directors and Officers as a group (14 persons) ......................... 337,768 12,113 349,881 12.1% David L. Babson and Company, Inc. (3) ......... 240,200 -- 240,200 8.3% One Memorial Drive Cambridge, MA 02142-1300 Dimensional Fund Advisors, Inc. (4) ........... 156,600 -- 156,600 5.4% 1299 Ocean Avenue Santa Monica, CA 90401 Franklin Resources, Inc. (5) .................. 272,000 -- 272,000 9.4% 777 Mariners Island Boulevard San Mateo, CA 94404
* Less than 1% (1) Includes 30,000 shares that may be acquired within 60 days under the Corporation's stock incentive plans and shares held in various fiduciary capacities. (2) Includes shares owned by relatives and in certain trust relationships. These shares may be deemed to be beneficially owned under Rules and Regulations of the Securities and Exchange Commission, but the inclusion of these shares does not constitute an admission of beneficial ownership. (3) David L. Babson and Company Inc. ("Babson") is a registered investment adviser with the U.S. Securities and Exchange Commission that acts as an investment adviser to its clients. As of December 18, 1998, Babson was the beneficial owner of 240,200 shares of Common Stock of Pulaski Furniture Corporation. Babson is deemed a beneficial owner of securities, which it owns in client portfolios by virtue of the investment discretion exercised by Babson. Babson has investment discretion and sole voting authority with regard to all 240,200 shares of the Common Stock. (4) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, is deemed to have beneficial ownership of 156,600 shares of PULASKI FURNITURE CORPORATION stock as of December 31, 1997, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional disclaims beneficial ownership of all such shares. The information contained herein with respect to Dimensional is based solely on a Schedule 13G filed by said company with the Securities and Exchange Commission, a copy of which was received by the Corporation on February 9, 1998. (5) Franklin Resources, Inc., is an "Investment Adviser" based in California and organized in Delaware, and is the beneficial owner of 272,000 shares. The information contained herein with respect to Franklin Resources, Inc., is based solely on a Schedule 13G filed by said company with the Securities and Exchange Commission, a copy of which was received by the Corporation on February 14, 1997. The Schedule 13G stated that the acquisition of such shares was in the ordinary course of business and that such shares were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Corporation and were not acquired in connection with or as a participant in any transaction having such purposes or effects. 4 EXECUTIVE COMPENSATION The following table shows for the fiscal years ended November 1, 1998, November 2, 1997 and November 3, 1996, the total compensation of the Chief Executive Officer and each of the four next most highly compensated executive officers of the Corporation (the "Named Executive Officers"): SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION --------------------------------- -------------------------------- RESTRICTED ALL OTHER OTHER STOCK AWARDS COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ ($)(1) ($)(2) ($)(3) - ----------------------------- ------ ---------- --------- -------- ---------------- ------------- John G. Wampler 1998 206,000 100,000 10,047 335,400(4) 10,886 President and CEO 1997 200,000 15,000 11,304 0 10,251 1996 150,000 45,000 6,104 104,813 7,758 Randolph V. Chrisley 1998 115,360 40,376 6,127 139,750(4) 6,821 V.P., Sales 1997 112,000 15,000 7,384 0 6,620 1996 105,000 31,500 5,384 32,250 6,433 James H. Kelly 1998 115,360 40,376 6,127 139,750(4) 6,800 V.P., Product 1997 112,000 15,000 7,384 0 6,599 Development 1996 105,000 31,500 5,384 32,250 6,412 Ira S. Crawford 1998 103,000 36,050 6,127 139,750(4) 6,433 V.P., Administration, 1997 100,000 15,000 7,384 0 6,082 Secretary 1996 93,000 27,900 5,384 32,250 5,884 James W. Stout 1998 103,000 36,050 0 139,750(4) 5,833 V.P., Manufacturing 1997 100,000 15,000 0 0 5,589 1996 80,743 0 0 0 3,958
(1) "Other" Annual Compensation for 1998 represents the Corporation's payment of income taxes related to issuance of stock pursuant to the 1994 Stock Incentive Plan on behalf of each of the Named Executive Officers: Mr. John G. Wampler, $10,047; Mr. Chrisley, $6,127; Mr. Kelly, $6,127; Mr. Crawford, $6,127; Mr. Stout, $0. (2) The Corporation awarded an aggregate of 48,100 shares of Restricted Stock in 1998, no shares in 1997, and 24,500 shares in 1996. Restricted Stock vests in 20% increments over a five-year period. Dividends will be paid to the individuals on the Restricted Stock. (3) "All Other Compensation" for 1998 includes the following: (a) the Corporation's premium payments on life insurance policies for each of the Named Executive Officers: Mr. John G. Wampler, $1,020; Mr. Chrisley, $1,296; Mr. Kelly, $1,275; Mr. Crawford, $1,334; and Mr. Stout, $900; and (b) the Corporation's 60% matching contribution under the Corporation's Salaried Employee's Stock Purchase Plan: Mr. John G. Wampler, $9,866; Mr. Chrisley, $5,525; Mr. Kelly, $5,525; Mr. Crawford, $5,099; and Mr. Stout, $4,933. (4) The aggregate number of shares of Restricted Stock held by the Named Executive Officers as of November 1, 1998, and the value of such shares were as follows: Mr. John G. Wampler, 29,250, $555,506; Mr. Chrisley, 14,750, $272,781; Mr. Kelly, 14,750, $272,781; Mr. Crawford, 14,750, $272,781; Mr. Stout, 6,500, $139,750. Dividends will be paid to the individuals on the Restricted Stock. 5 OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE The following table sets forth information with respect to the Named Executive Officers concerning their exercise of options and SARs during 1998, and unexercised options and SARs held by them on November 1, 1998. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTIONS/SAR VALUE
NUMBER OF VALUE OF SECURITIES UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT OPTIONS/SARS AT FY-END (#) FY-END ($) (1) SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/ NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE - ---------------------- ----------------- -------------- ----------------------- ---------------- John G. Wampler 2,500 31,725 7,500E 37,188E Randolph V. Chrisley 5,000 73,400 5,000E 20,313E Ira S. Crawford 2,500 31,725 5,000E 20,313E James H. Kelly 2,500 31,725 7,500E 37,188E James W. Stout -0- -0- -0- -0-
(1) The value of unexercised in-the-money options/SAR's represents the positive spread between the October 30, 1998, closing price of the Corporation's Common Stock and the exercise price of any unexercised options/SAR's. RETIREMENT BENEFITS The following table illustrates the estimated aggregate annual retirement benefits payable under the Corporation's funded retirement plan to covered participants (including the Named Executive Officers) retiring at age 65, determined as of November 1, 1998, to persons with specified earnings and years of benefit service. PENSION PLAN TABLE
ESTIMATED ANNUAL RETIREMENT BENEFIT AT 65 UNDER PLAN YEARS OF CREDITED SERVICE ------------------------------------------------- FINAL AVERAGE EARNINGS - ------------------ 10 15 20 25 30 35 40 $50,000 .......... $ 2,870 $ 4,305 $ 5,739 $ 7,174 $ 8,609 $ 8,609 $ 8,609 $100,000 ......... 7,036 10,555 14,073 17,591 21,109 21,109 21,586 $150,000 ......... 11,203 16,805 22,406 28,008 33,609 33,609 35,530 $200,000 ......... 11,823 18,959 26,094 33,230 40,365 41,732 47,941 $250,000 ......... 13,455 22,637 31,819 41,001 50,182 53,596 60,219 $300,000 ......... 14,428 25,656 36,885 48,113 59,341 64,800 72,498 $350,000 ......... 14,428 27,703 40,977 54,252 67,527 75,032 84,776
The above amounts are stated as payments in the form of straight-life annuity. The amounts are subject to a reduction for social security benefits and deferred compensation arrangements. Final Average Earnings are defined as the average of the highest five consecutive years' salary and bonus. The years of credited service for John G. Wampler, Ira S. Crawford, Randolph V. Chrisley, James H. Kelly and James W. Stout as of November 1, 1998, were 18, 21, 29, 30 and 26, respectively. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Corporation adopted a nonqualified and unfunded supplemental executive retirement plan to provide key management employees, designated by the Board of Directors, a benefit of 70% of the average of the employee's highest five consecutive years' compensation offset by the employee's benefits entitlement under other pension plans, social security and deferred compensation plans with the Corporation. It is anticipated that all of the Named Executive Officers of the Corporation will participate in the supplemental executive retirement plan and that, except upon approval by the Board of Directors, receipt of benefits under the plan will be conditioned upon employment with the Corporation until at least age 65. 6 REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK INCENTIVE PLAN COMMITTEE The members of each of the Compensation Committee and the Stock Incentive Plan Committee are all non-employee directors of the Corporation. The Compensation Committee administers the non stock-based components of the Corporation's executive compensation program which consist of two elements: base salary and cash-based incentive compensation. The Stock Incentive Plan Committee administers the Corporation's Stock Incentive Plan, from which the stock-based incentive compensation is derived. The overall objectives of the Corporation's executive compensation program are: o to provide a total compensation package that will enable the Corporation to attract and retain qualified executives; o to reward executives for achieving corporate and personal performance goals; and o to align executives' financial interests with the interests of the Corporation's shareholders by encouraging executive stock ownership. BASE SALARY The Compensation Committee recommends for Board consideration base salaries based on (i) an evaluation of each executive's contributions to the achievement of corporate performance goals; (ii) each executive's time in service and level of responsibility; and (iii) the inflation rate. CASH-BASED INCENTIVE COMPENSATION The Compensation Committee awards annual cash-based incentive compensation to executive officers pursuant to the Corporation's Production Bonus Plan, Administrative Bonus Plan and the Bonus Plan for the Chief Executive Officer of the Corporation. The Production Bonus Plan provides that key production personnel of the Corporation may earn cash bonuses equal to a percentage of annual base salary (not to exceed 35%) based upon the Corporation's earnings performance, the attainment of certain plant production variances and the achievement of personal performance objectives established by the Chief Executive Officer. The Administrative Bonus Plan provides that key administrative personnel of the Corporation, including executive officers, may earn cash bonuses equal to a percentage of annual base salary (not to exceed 35%) based upon the Corporation's earnings performance and the achievement of personal performance objectives established by the Chief Executive Officer. The Bonus Plan for the Chief Executive Officer of the Corporation provides that the Chief Executive Officer may earn a cash bonus equal to a percentage of annual base salary (not to exceed 50%) based on the Corporation's earnings performance and the Chief Executive Officer's achievement of personal performance objectives. For the fiscal year 1998, the Compensation Committee recommended that Mr. John G. Wampler be awarded a bonus of $100,000 under this Plan. This award represents the Compensation Committee's evaluation of Mr. Wampler's contribution to the Corporation's performance during 1998. The bonus award reflects the Compensation Committee's view that the Chief Executive Officer's performance during the year has been excellent, with concentration on marketing, pricing and operations, as well as facing challenges in the import division. STOCK-BASED INCENTIVE COMPENSATION The Stock Incentive Plan Committee awards the executive officers stock-based incentive compensation pursuant to the Corporation's November, 1994 Stock Incentive Plan (the "Stock Plan"). Under the Stock Plan the Stock Incentive Plan Committee made Incentive Awards to the executive officers of the Corporation whereby such officers could receive awards of Restricted Stock if the Corporation achieved certain levels of earnings per share in fiscal 1998. Based upon the earnings for fiscal 1998, Mr. John G. Wampler received 15,600 shares under the plan, and 7 Messrs. Chrisley, Crawford, Kelly, and Stout each received 6,500 shares. COMPENSATION COMMITTEE STOCK INCENTIVE PLAN COMMITTEE Harry J.G. van Beek Harry J.G. van Beek Robert C. Greening, Jr. Robert C. Greening, Jr. Harry H. Warner Harry H. Warner Hugh V. White, Jr., Chairman COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Hugh V. White, Jr., is a partner in the law firm of Hunton & Williams, counsel to the Corporation, and chairman of the Compensation Committee of the Board of Directors of the Corporation. The amount of fees paid by the Corporation to Hunton & Williams during the Corporation's 1998 fiscal year was less than one percent of the gross revenues of Hunton & Williams for the firm's most recent fiscal year. 8 STOCK PERFORMANCE GRAPH The following graph sets forth the cumulative total shareholder return (assuming reinvestment of dividends) to Pulaski Furniture Corporation's shareholders during the five-year period ended November 1, 1998, as compared with the NASDAQ Non-financial Index and the Media-General Industry Peer Group Index. [GRAPH]
Media-General Pulaski Furniture NASDAQ/Non-financial index Industry Peers 10-93 $ 100 $ 100 $ 100 10-94 111 106 82 10-95 97 126 90 10-96 96 148 111 10-97 120 194 159 10-98 137 219 164
* Total return assumes reinvestment of dividends. ** Assumes $100 invested October 31, 1993. 9 The industry peer group is comprised of the following 11 companies whose primary business is the manufacture of wood household furniture: Bassett Furniture, Bush Industries, Chromcraft Revington, DMI Furniture, Ethan Allen Interiors, Furniture Brands International, Insilco Holding Co., Ladd Furniture, Meadowcraft Inc., O'Sullivan Industries and Stanley Furniture. INFORMATION CONCERNING THE CORPORATION'S AUDITORS The Corporation's financial statements for the 1998 fiscal year were examined by Ernst & Young LLP. The Board of Directors of the Corporation has elected to have Ernst & Young LLP continue as the independent auditors of the financial statements of the Corporation for the 1999 fiscal year. A representative of Ernst & Young LLP will be present at the annual meeting of shareholders, will have an opportunity to make a statement, and will be available to answer appropriate questions. MATTERS TO BE PRESENTED AT THE 2000 ANNUAL MEETING OF SHAREHOLDERS Any shareholder wishing to make a proposal to be acted upon at the annual meeting of shareholders in 2000 must present such proposal in writing to the Corporation at its principal executive office in Pulaski, Virginia, no later than September 8, 1999. OTHER MATTERS The Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission is available to shareholders, without charge, upon request to the Secretary of the Corporation, P.O. Box 1371, Pulaski, Virginia 24301. As of the date of this proxy statement, management of the Corporation knows of no business that will be presented for consideration at the meeting other than that stated in the notice of the meeting. As to other business, if any, and matters incident to the conduct of the meeting that may properly come before the meeting, it is intended that the proxies in the accompanying form will be voted in respect thereof in accordance with the best judgment of the person or persons voting the proxies. Shareholders, whether or not they expect to attend the meeting in person, are requested to date and sign the enclosed proxy and return it to the Corporation. Please sign exactly as your name appears on the accompanying proxy. The proxy is revocable at any time before it is exercised at the meeting. IRA S. CRAWFORD Secretary January 11, 1999 10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT ------------------------------------- TIME: Friday, February 12, 1999 at 10:00 a.m. PLACE: Roanoke Airport Marriott Roanoke, Virginia ------------------------------------- [PULASKI FURNITURE CORPORATION LOGO] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [PULASKI FURNITURE CORPORATION LOGO] PULASKI FURNITURE CORPORATION PULASKI, VIRGINIA 24301 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints John G. Wampler, Hugh V. White, Jr., and Robert C. Greening, Jr. and each of them as proxies (and if the undersigned is a proxy, as substitute proxies), each with the power to appoint his substitute, and hereby authorizes each of them to vote as designated below all the shares of Common Stock of Pulaski Furniture Corporation held of record by the undersigned on December 18, 1998 at the annual meeting of shareholders to be held on February 12, 1999 or any adjournment thereof. 1. ELECTION OF DIRECTORS for the terms specified in the Proxy Statement. [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote (EXCEPT AS MARKED TO THE CONTRARY BELOW) for all nominees listed below
Bernard C. Wampler, Harry J.G. van Beek, and Harry H. Warner (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.) ---------------------------------------------------- 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, guardian or agent, 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 Date --------------------------, 1999 PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE -----END PRIVACY-ENHANCED MESSAGE-----