SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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 240.14a-11(c) or 240.14a-12
ENNIS BUSINESS FORMS, INC.
(Name of Registrant as Specified In Its Charter)
ENNIS BUSINESS FORMS, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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[ ] 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:
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4) Date Filed:
Ennis Business Forms, Inc.
107 North Sherman
Ennis, Texas 75119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 20, 1996
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Ennis Business Forms, Inc., a Texas corporation (the "Company"), will be
held in the Stationmaster Room, Union Station at Hyatt Regency Hotel, 400
S. Houston Street, Dallas, Texas at 10:00 a.m., Central Daylight Time, on
Thursday, June 20, 1996 for the following purposes:
1. To elect three directors for terms ending in 1999;
2. To consider the selection of KPMG Peat Marwick LLP as independent
auditors of the Company for the fiscal year ending February 28, 1997;
and
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on April 15, 1996
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 29, 1996, 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, 1996
Ennis Business Forms, Inc.
107 North Sherman
Ennis, Texas 75119
Telephone (214) 872-3100
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 20, 1996
First Mailed to Shareholders on May 15, 1996
The holders of the Company's Common Stock of record at the close of
business on April 15, 1996 are entitled to vote at the Annual Meeting of
Shareholders, which will be held on June 20, 1996. 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 therewith.
OUTSTANDING VOTING SECURITIES OF THE COMPANY
At the close of business on April 15, 1996, the Company had issued and
outstanding 16,439,246 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 of Class Beneficial Owner Ownership of Class
Common First Interstate Bank 937,984 5.7
Stock of Texas, N.A. shares
Ross At Field
P. O. Box 650291
Dallas, Texas 75265-0291
Trustee for:
*Ennis Business Forms Employee 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.
The following table lists, as of the close of business on April 15,
1996, the Company's stock beneficially owned by each director, each of the
most highly compensated executive officers, and all directors and executive
officers as a group:
Common Stock Beneficial Ownership
Number of Shares
Obtainable Percent of
Directly Through Stock Outstanding
Name/Group Owned Option Exercise Total@ Shares
Harry M. Cornell, Jr. 27,750 -- 27,750 *
James B. Gardner 10,125 -- 10,125 *
Harold W. Hartley 28,350 -- 28,350 *
Kenneth A. McCrady 242,884 41,250 284,134 1.7%
Robert L. Mitchell 59,581 22,500 82,081 *
Thomas R. Price 1,500 -- 1,500 *
Charles F. Ray 40,218 29,250 69,468 *
Pat G. Sorrells 322,500 -- 322,500 2.0%
Ewell L. Tankersley 2,625 -- 2,625 *
Harve Cathey 18,000 9,109 27,109 *
Al Lemieux 3,098 8,594 11,692 *
Nelson Ward -- 7,375 7,375 *
All Directors and Executive
Officers as a Group
(12 persons) 756,631 118,078 874,709 5.3%
@Excludes indirect contingent interests of directors and executive
officers in shares held by First Interstate Bank of Texas, N.A. as
Trustee under the Plan identified above.
* Indicates less than 1%.
Except as set forth above, management of the Company is not aware of
any other person or group of persons which owns in excess of 5% of the
outstanding Common Stock. Management 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 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 of the Company. 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 Nominee or Background and Service as a
Continuing Director Stock Beneficially Owned Age Director Began
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 1999
Harry M. Cornell, Jr.
Chairman of the Board, Chief Executive Officer 67 1973
and Director of Leggett & Platt, Inc.,
Carthage, Missouri for more than the past
five years. Director of Mercantile
Bancorporation, St. Louis, Missouri.
Beneficial owner of 27,750 shares.
James B. Gardner
Managing Director of Service Asset Management 61 1970
Company, a financial services firm, 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., from August 1990. Served
from July 1987 to August 1990 as an executive
officer of either Bank One, Texas, N.A., MBank
Dallas, N.A. or the Deposit Insurance 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 52 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 75,412 shares.*
Year in Which
Name of Nominee or Background and Service as a
Continuing Director Stock Beneficially Owned Age Director Began
CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1997
Robert L. Mitchell
Retired President and Chief Operating Officer 62 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 82,081 shares.
Thomas R. Price
Owner and President of Price Industries, Inc., 57 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 63 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 2,625 shares.
CONTINUING DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 1998
Harold W. Hartley
Retired. Mr. Hartley has been retired since 72 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. 57 1995
Mr. Sorrells has been engaged in the ranching
and private investment business for more than
five years. Mr. Sorrells previously served as a
director of the Company from June 1982 to
April 1989.
Beneficial owner of 322,500 shares.
Year in Which
Name of Nominee or Background and Service as a
Continuing Director Stock Beneficially Owned Age Director Began
Kenneth A. McCrady
Chairman of the Board and Chief Executive 65 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 304,893 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 attended 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 29, 1996. 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 a discussion of the purpose of the Committee and the names
of the Directors who serve on 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 candidates, 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. Sorrells 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 subject to ratification 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 historically has
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. No stock options
were granted in the fiscal year ended February 29, 1996.
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 1995 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 85% of the
maximum for his position in the Company's salary administration system;
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 1995 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, which represented no change from the
prior year. No performance bonus was paid to the Chief Operating Officer
for the year ended February 29, 1996. 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.
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 Pat G. Sorrells
SUMMARY COMPENSATION TABLE *
Long-Term
Compensation
Awards
Number of
Annual Securities
Name and Compensation (b) Underlying All Other
Principal Position(a) Year Salary Bonus Other Options Compensation(c)
Kenneth A. McCrady 1996 $180,000 -- -- -- $12,352
Chairman of the Board 1995 180,000 -- -- -- 11,936
and Chief Executive 1994 180,000 -- -- 5,000 11,521
Officer
Charles F. Ray 1996 $150,600 -- -- -- 3,537
President and Chief 1995 147,326 $30,120 -- -- 3,418
Operating Officer 1994 139,439 18,395 -- 5,000 3,299
Harve Cathey 1996 $ 92,000 -- -- -- 3,938
Vice President - 1995 89,092 $18,400 -- -- 3,806
Finance and Secretary
Al Lemieux 1996 $ 90,500 -- -- -- 2,033
Vice President - 1995 86,465 $18,100 -- -- 1,965
Manufacturing
Nelson Ward 1996 $ 90,100 -- -- -- 4,926
Vice President - 1995 84,078 $18,020 -- -- 4,760
Sales and Marketing
* There were no Restricted Stock Awards, SARs or LTIP Payouts during the
three most recent fiscal years.
(a) This table includes all executive officers whose compensation exceeds
$100,000 for the applicable fiscal years.
(b) All amounts are for fiscal years ended February 28 or 29.
(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.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Unexercised Value of Unexercised In-
Options at Fiscal The-Money Options
Year End at Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
Kenneth A. McCrady 41,250 -- $5,000 $ --
Charles F. Ray 29,250 -- 3,000 $ --
Harve Cathey 9,109 -- 703 $ --
Al Lemieux 8,594 -- 281 $ --
Nelson Ward 7,375 -- 1,125 $ --
Note: No shares were acquired upon the exercise of a stock option during
the last fiscal year.
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
(1) The Company has a noncontributory retirement plan which covers
substantially all of the employees of the Company and certain of 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 29, 1996
for Mr. McCrady, Mr. Ray, Mr. Cathey, Mr. Lemieux and Mr. Ward were, 25,
32, 26, 20 and 24, respectively.
FIVE-YEAR PERFORMANCE COMPARISON (1)
The graph 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).
2/28/91 2/29/92 2/28/93 2/28/94 2/28/95 2/29/96
S & P 500 Stock Index $100 $116 $128 $139 $149 $201
Ennis Business Forms, Inc. $100 $140 $132 $119 $111 $ 95
Peer Group $100 $111 $111 $135 $136 $177
Assumes $100 invested on February 28, 1991 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 form of 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 28, 1997.
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
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 form of 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 29, 1996 filed with the Securities and Exchange
Commission. Such written request should be directed to Mr. Harve Cathey,
Secretary, Ennis Business Forms, Inc., 107 North 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 form of Proxy for the 1997 Annual Meeting of
Shareholders, such proposals must be received by the Secretary of the
Company no later than 120 days in advance of May 15, 1997.
By Order of the Board of Directors
Kenneth A. McCrady
Chairman
Ennis, Texas
May 15, 1996
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, or anyone or more of them, 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
at the close of business on April 15,
1996 at the annual meeting of
shareholders to be held June 20, 1996 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 1999 -
Harry M. Cornell, Jr., James B. Gardner, and Charles F. Ray
(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 28, 1997.
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 shareholder. 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, executor,
administrator, trustee or guardian, etc., 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 , 1996
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE