WILLIAMS INDUSTRIES, INCORPORATED
2849 MEADOW VIEW ROAD
FALLS CHURCH, VIRGINIA 22042
NOTICE OF ANNUAL MEETING TO SHAREHOLDERS
To Be Held November 16, 1996
To the Shareholders of
Williams Industries, Incorporated:
The Annual Meeting of the Shareholders of Williams Industries, Incorporated
will be held at the Ernst Community Center of Northern Virginia Community
College, 8333 Little River Turnpike, Fairfax Virginia, (Route 236 at the
intersection of Wakefield Chapel Road, just west of the Intersection of
Interstate 495 and Route 236) at 9:00 A.M. on November 16, 1996 for the
following purposes:
(1) To elect five directors to serve until the next Annual Meeting or until
their successors are elected and qualified.
(2) To approve adoption of an Incentive Compensation Plan.
(3) To transact such other business as may properly come before the Meeting and
any adjournments thereof.
Only shareholders of record at the close of business on October 11, 1996 are
entitled to notice of the Annual Meeting and to vote at the Annual Meeting. A
list of such shareholders of record will be available at the Company's
executive offices for inspection by shareholders for a period of at least ten
days prior to the Meeting. You are urged to execute the enclosed proxy and
return it in the accompanying envelope at your earliest convenience. Such
action will not affect your right to vote in person should you find it possible
to attend the meeting.
By Order of the Board of Directors
Marianne V. Pastor
Secretary
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
ANNUAL MEETING OF SHAREHOLDERS
To be Held November 16, 1996
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders of Williams
Industries, Incorporated (the "Company"), to be held at the Ernst Community
Center of Northern Virginia Community College, 8333 Little River Turnpike,
Fairfax, Virginia, (Route 236 at the intersection of Wakefield Chapel Road,
just west of the intersection of Interstate 495 and Route 236) at 9:00 A.M. on
Saturday, November 16, 1996, and at all adjournments thereof.
The solicitation of the proxy accompanying this statement is being made by the
management of the Company, and the cost of solicitation will be borne by the
Company. The solicitation may be made by mail, telephone or oral
communication with the shareholders. The Annual Report to Shareholders for
the fiscal year ended July 31, 1996 accompanies this proxy statement.
Additional copies of the Annual Report may be obtained by writing to the
Secretary of the Company. The financial statements included in the Annual
report to Shareholders were audited by Deloitte & Touche LLP, the Company's
current independent certified public accountants. It is anticipated that
representatives of Deloitte & Touche LLP will be present at the Annual
Meeting and will be given the opportunity to make a statement and respond to
questions if they so desire.
A proxy for use at the Annual meeting is enclosed. Any shareholder who
executes and delivers such proxy has the right to revoke it at any time before
it is exercised, by filing with the Secretary of the Company either an
instrument revoking it or a duly executed proxy bearing a later date. In
addition, the powers of the proxy holder will be suspended if the person
executing the proxy is present at the meeting and elects to vote in person.
The only outstanding voting security of the Company is its Common Stock,
$.10 par value, of which there were issued and outstanding 2,576,017 shares on
October 11, 1996, which is the record date for the purpose of determining the
shareholders entitled to notice of and to vote at the Annual Meeting. Other
than for the election of directors, each holder of Common Stock will be
entitled to one vote, in person or by proxy, for each share of Common Stock
outstanding in the shareholder's name on the books of the Company, as of record
date. There will be cumulative voting for the election of directors. Under
cumulative voting, each shareholder will, in effect, be given five votes for
each share which the shareholder is entitled to vote at the meeting, and the
shareholder may distribute those votes among one ot more of the nominees for
director as the shareholder sees fit. Discretionary authority to cumulte votes
by proxy is not being sought, and votes cast by unmarked proxy in the election
of directors will be distributed equally among management's nominees. Properly
marked proxies will be voted as directed. In order to cumulate votes, a
shareholder must attend the meeting (either personally or through an agent
appointed in a writing delivered to the Company's Secretary or other officer or
agent authorized to tabulate votes) and vote by the ballot which will be
provided.
OWNERSHIP OF SHARES
The following table sets forth information regarding ownership, as of October
11, 1996 of the Common Stock of the Company by: (1) each person known by the
Company to own beneficially more than 5 percent of the Common Stock; (2) each
director; (3) each nominee for director; and (4) all officers and directors
as a group. Except as noted, the persons listed possess all ownership rights
attached to the shares opposite their name, including the right to vote and
dispose of the shares.
Beneficial Owner Number Percentage Class
of Shares of Shares
Frank E. Williams, Jr. 512,324 (l) 19.88%
William C. Howlett 61,553 (2) 2.38
Frank E. Williams, III 35,397 (3) 1.37
John E. Rasmussen 1,000 .04
R. Bentley Offutt 23,000 (4) .90
Officers and Directors
as a group
(5 persons) 633,274 24.58%
(1) Includes 158,705 shares owned by his wife, as to which Mr. Williams
disclaims beneficial ownership. The business address of Mr. Williams is 2849
Meadow View Road, Falls Church, Virginia.
(2) Includes 41,433 shares owned by corporations of which Mr. Howlett may be
deemed to be a "control person."
(3) Includes 20,000 shares granted by the Board of Directors in 1995, but not
vested until December 31, 1997; 304 shares owned by his wife and 2,000 shares
held in trust for his minor child. Mr. Williams disclaims beneficial
ownership of both his wife's and son's shares.
(4) Includes 23,000 shares owned by his wife, as to which Mr. Offutt disclaims
beneficial ownership.
Based on research of records of the Securities and Exchange Commission and on
information from Vickers Stock Research Corporation, the Company believes
that there are no additional holders with more than a five percent position
in the company's stock at this time.
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors to be elected at the
Annual Meeting at five, each to hold office until the next Annual Meeting and
until the director's successor shall be elected and qualified. A resolution
of the Board, passed on July 23, 1994, stipulated that the majority of the
Board be considered "outside" directors. It is possible under the By-Laws of
the Corporation that one additional "outside" director, if a qualified
individual who is willing to serve can be identified, may be added by the Board
during Fiscal 1997. The Company has no standing nominating committee;
management's nominees are chosen by the Board of Directors. The persons named
in the enclosed proxy intend to vote such proxy for the election of the
nominees listed below, reserving discretion to vote such proxy for one or
more substitute nominees if any nominees are unable or unwilling to serve as
a director of the Company. At the date of this proxy statement, all nominees
have expressed their ability and willingness to serve as directors.
The Company's transfer agent will be appointed to tabulate shares present in
person or by proxy and to tabulate votes. Abstentions will be counted as
present at the meeting and will be recorded as abstentions. They will not be
recorded as votes either for or against the nominees. So long as a quorum (a
majority of the outstanding shares) is present, directors will be elected by
plurality vote; i.e., the five nominees receiving the most votes will be
elected. Thus, neither a vote against nor an abstention will have any effect
on the outcome of the election of directors; only votes for a nominee will have
any such effect. Generally, shares held of record by a broker or other
nominee for the benefit of a beneficial owner may only be voted by that
broker or nominee, and if the broker or nominee does not vote the shares, the
shares will not be tabulated as present or voting at the meeting. However,
as provided by Virginia law, the Company may, but is not required to, accept
the vote of a beneficial owner upon presentation of evidence acceptable to
the Company that the voter is indeed the beneficial owner of the shares.
During the past fiscal year, the Board of Directors held five regular meetings
and five special meetings by conference call. The majority of the directors
attended all of the board meetings during the fiscal year and at least four
directors were present at each meeting or conference call. Numerous
subcommittee meetings, involving individual directors in different
capacities, were also held.
The following table sets forth information concerning the nominees:
Name Age Position with Company Elected
Frank E. Williams, III 37 President, Chairman of the 1991
(1)(2)(4) Board, Chief Financial
Officer
Frank E. Williams, Jr. 62 None 1970
(1)
William C. Howlett 70 None 1986
(3)(4)
John E. Rasmussen (3) 71 None 1992
R. Bentley Offutt 58 None 1994
(2)(3)(4)
(1) Frank E. Williams, Jr. may be considered a "control person" of the Company,
as the term control is defined by the rules of the Securities and Exchange
Commission. Mr. Williams, III is the son of Mr. Williams, Jr.
(2) Member of the standing Executive Committee. This committee, which met four
times during the last fiscal year, acts on behalf of the Board in emergancy
situations where Board action is necessary but not obtainable on short notice
and if such action is authorized by applicable law.
(3) Member of the Standing Audit Committee. This committee, which met three
times during the last fiscal year, recommends the compensation of executive
officers.
The Nominees have had the following principal occupations or employment for at
least the past five years:
Mr. Williams, III has held the position of Chairman of the Board and President
since November 1994. On September 8, 1994, he was elected Chief Financial
Officer. He was elected as a vice president of the Corporation in 1991. For
more than five years prior thereto he was an officer of various Company
subsidiaries and remains an officer of several subsidiaries.
Mr. Williams, Jr., until November 1994, was the Chairman of the Board and
President of Williams Industries, INc. He has since founded and become Chairman
of the Board of The Williams and Beasley Company, an organization that is not
otherwise affliated with Williams Industries, Inc. Mr. Williams, Jr. is also
the Chairman of the Board of Williams Enterprises of Georgia, Inc., an
organization that is not otherwise affliated with Williams Industries, Inc.
Mr. Howlett is president of Union Land and Management Company, which manages
real estate and other investments. He previously was a director of several
of the Company's subsidiaries.
Dr. Rasmussen most recently was the Director of Government Programs for the
United States Energy Association. He has been a professor in the School of
Engineering and Applied Science at George Washington University. Prior to
this, he was vice president of generating engineering and construction at
Potomac Electric Power Company. He has also served in the U. S. Navy, including
being the head of ship and ship system design and in charge of maintenance for
all U. S. Navy nuclear submarines. He holds a Doctor of Science degree in
Engineering from George Washington University, a professional degree in Naval
Architecture and Marine Engineering from the Massachusetts Institute of
Technology, and a Bachelor of Science degree from the United States Naval
Academy. He is also a graduate of the Harvard Business School Advanced
Management Program.
Mr. Offutt is the founder and president of Offutt Securities, Inc., a Baltimore
investment research firm specializing in high growth companies with market
capitalizations in a range of $60 million to $1 billion. Mr. Offutt has
worked in institutional research for more than 25 years. He served as a Naval
Aviator from 1961 to 1965. He holds an M.B.A. from George Washington
University and a B.A. from Lehigh University.
EXECUTIVE COMPENSATION
General
The following table sets forth the total annual compensation paid or accrued by
the Company to or for the account of Mr. Frank E. Williams, II, the Company's
Chief Executive Officer, and each other executive officer whose total cash
compensation for the fiscal year ended July 31, 1996 exceeded $100,000.
These officers have no employment contracts, termination of employment or
change-in-control arrangements, pension plans, options or any long term
incentive arrangements with the Company, other than the options shown. They
are eligible to participate in the Company's 401(k) plan, which provides for
possible Company contributions, but the Company has not made, and has no
present intention to make, contributions to that plan.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Other Annual
Position Year Salary Bonus Compensation
Frank E. Williams, III 1996 $115,577 $7,950(1)
Chief Executive Officer 1995 104,308 9,150 (l)
1994 80,105 750 (2)
George R. Pocock 1996 162,424 (3) 9,000 (4)
Manager, Insurance 1995 158,202 (5) 8,250 (4)
Operations 1994 100,400 9,000 (4)
(1) Includes car allowance and directors' meeting fees.
(2) Includes directors', meeting fees.
(3) Includes $67,840.92 in deferred compensation from prior years.
(4) Travel allowance.
(5) Includes $66,534.10 in deferred compensation from prior years.
Director's Fees
Executive officers who are also directors are paid $150 for each directors
meeting attended. The remaining, "outside" directors are paid $500 per month
for serving as directors, plus $150 for each meeting attended. All directors
are reimbursed traveling expenses incurred in connection with the meetings,
with five such meetings normally being held each year. Frank E. Williams,
III also served as a director of certain affiliated firms for which he was
paid small stipends, included in the cash compensation table, for each meeting
attended.
Compensation Committee Report
The Compensation Committee consists of R. Bentley Offutt, Chairman, William
C. Howlett, and Frank E. Williams, III. The Compensation Committee is
responsible for establishing and administering the policies which govern
annual compensation, bonuses, stock options and all other forms of
compensation for corporate executive officers other than the vice-president
in charge of insurance operations, whose compensation is determined by the
trustees of the Williams Industries Insurance Trust. In November of each year,
salaries are discussed in committee, changes are recommended to the Board, and
voted on by the Board for the forthcoming calendar year.
The Committee is generally familiar with executive compensation paid in the
Washington, D.C. metropolitan area, but has not made a detailed comparison of
the Company's executive compensation as compared to other companies in the
area or the industry. During the past several years, the Committee has
considered primarily the Company's ability to pay executive compensation and
has thus generally given only token salary increases during the period. The
increases which have been given were based on added responsibilities and
workload assumed by executive officers as the Company has been forced to
reduce middle management personnel due to the Company's limited cash resources.
The Committee recommends executive compensation to the full Board of
Directors, which considers substantially the same factors as the Committee in
determining whether to approve its recommendations.
R. Bentley Offutt
William C. Howlett
Frank E. Williams, III
Trustees' Report
The trustees of the Williams Industries Insurance Trust consist of Frank E.
Williams, III, H. Arthur Williams and George R. Pocock. Messrs. Williams,
without the participation of Mr. Pocock, establish Mr. Pocock's remuneration.
The trustees consider the same factors as those considered by the
Compensation Committee of Williams Industries and also take into account Mr.
Pocock's compensation prior to his assuming the position of Insurance Manager
for the Trust in 1987. His prior compensation exceeded that which Mr. Pocock
receives from the Company.
Frank E. Williams, III
H. Arthur Williams
Compensation Committee Interlocks and Insider Participation
Mr. Williams, III is a director and the Chief Executive Officer of the Company.
Mr. H. Arthur Williams is the president of a company subsidiary. Both
Messrs. Williams are trustees of the Insurance Trust. Mr. Robert Carroll,
the president of another company subsidiary, is this year's president of the
company's President's Council and, as such, attended all of the regularly
scheduled meetings of the Company's board of directors.
EXPIRED STOCK OPTION PLAN AND BONUS PLAN
The Company had an Incentive Stock Option Plan which expired October 1, 1991,
and any options previously granted under the plan have now expired. None of
the options were exercised.
The Company also had a bonus plan which provided that each operating segment
would receive 1-1/2% of the pre-tax operating earnings of the subsidiaries in
each segment, with l% going to the segment vice-president and 1/2% to the
segment personnel. Employees not included in a segment (those employed by the
parent company, Williams Industries, Incorporated) would receive 3% of the
pre-tax operating earnings of all subsidiary corporations, including the
Insurance Trust, to be divided as recommended by the Compensation Committee.
PROPOSAL TO APPROVE INCENTIVE COMPENSATION PLAN
On July 26, 1996, the Board of Directors adopted, subject to shareholder
approval, an Incentive Compensation Plan (the "Plan") which the Board
believes will provide the Company with the ability to provide incentive
compensation to management and key employees while maintaining flexibility to
meet the Company's financial needs. The affirmative vote of a majority of
the shares of Common Stock present in person or by proxy at the meeting is
required to approve the Plan. The Board of Directors unanimously recommends
a vote for approval of the Plan.
Set forth below is a summary of the Plan and its anticipated Federal income tax
effects:
1. Objectives. The objectives of the Plan are to provide an incentive for
maximum effort in the successful operation of the Company and its
subsidiaries by their officers and key employees and to encourage ownership
of the Common Shares of the Company by those persons. The Board believes
that the Plan will provide an excellent vehicle for giving possible incentive
compensation while, at the same time, provide the flexibility to offer the
form of incentive compensation which the Board feels will best further the
interests of the Company at the time of granting that incentive compensation.
2. Shares Reserved. 200,000 shares of Common Stock are reserved for issue
under the Plan. If an award lapses or the participant's rights with respect
to such award otherwise terminate, any shares subject to such award will
again be available for future awards under the Plan.
3. Administration. The Plan will be administered by the Compensation Committee,
none of whom are employees of the Company or are eligible to participate in
the Plan. The Plan gives the Committee broad authority to determine the persons
to whom, and the times at which, awards will be granted or lapse, the types
of awards to be granted, the number of shares of common Stock to be covered by
each award, and all other terms and conditions for awards granted.
4. Eligibility. An award may be granted to any officer or key employee
designated by the Committee. At the date of this proxy statement,
approximately 30 officers and key employees of the Company and its
subsidiaries will be eligible to participate. Directors who are not
employees will not be eligible to participate in the Plan, but may be granted
bonus shares of Common Stock outside of the Plan by a majority vote if the
other directors.
5. Awards. Under the Plan, the following types of awards may be granted. No
consideration will be paid by the participant on account of any grant.
* Restricted Stock. The Committee may grant awards of shares of Common Stock
bearing restrictions ("Restricted Stock") prohibiting a participant's transfer
of the Restricted Stock for a period of time or the attainment of certain
goals, or both. The Committee will establish the terms and conditions of each
grant, including the nontransferability period (which will be between one and
ten years), whether dividends will be paid currently or accumulated and the
form of any dividend payment, and may also condition awards on the completion
of a specified period of service or on an attainment, during a performance
period established by the Committee. Performance objectives, which may vary
from participant to participant, will be determined by the Committee (in
consultation with appropriate management persons) and may include, among other
things, the performance of the participant, the Company, one or more of its
subsidiaries, or a combination of factors. On completion of the
nontransferability period and attainment of any performance objectives, the
restrictions will expire. If performance objectives are exceeded, the
Committee may award additional shares of Common Stock to the participant.
The grant of Restricted Stock will not result in Federal taxable income to a
participant or a tax deduction to the Company. When the restrictions expire, a
participant will realize ordinary taxable income in an amount equal to the
fair market value of the Common Stock at the time the restrictions expire, and
the Company will be entitled to a corresponding deduction.
* Options. The committee may grant options to purchase shares of Common Stock.
These options may be (i) Incentive Stock Options ("ISOs") entitled to
favorable Federal tax treatment under Section 422 of the Internal Revenue Code
("IRC"), or (ii) non-qualified options not entitled to such favorable tax
treatment. The committee will establish the terms and conditions of each
grant; provided, however, that the exercise price of the option will not be
less that 100% of the fair market value of a share of Common Stock on the date
of grant and the option must must expire no later than 10 years after its
grant. The Committee will determine whether the exercise price may be paid
in cash or shares of Common Stock, or both.
Under Section 422 of the IRC, an optionee will not recognize Federal taxable
income when an ISO is granted or exercised, and the optionee will be taxed at
capital gain rates when the stock received on exercise of the option is sold.
No business expense will be allowed the company with respect to an ISO. To
receive this favorable tax treatment the optionee must not dispose of the
stock within two years after the option is granted, and must hold the stock
itself for at least one year. If the holding period requirements are not met,
the tax will be imposed on any gain at the time of exercise as ordinary income,
and the Company will be allowed comparable expense deduction at that time. If
at any time the aggregate fair market value of the stock under an optionee's
then exercisable options exceeds $100,000 in any calendar year, that optionee's
remaining options in excess of those necessary to acquire that $100,000 of
stock are not thereafter considered ISOs.
The grant of a non-qualified option will not result in taxable income to the
participant or a tax deduction for the Company. Upon exercise of a
non-qualified option, the participant will recognize compensation taxable as
ordinary income in an amount equal to the difference between the exercise
price and the fair market value of the Common Stock on the date of exercise,
and the Company will be entitled to a corresponding deduction.
* Performance Units. The Committee may make performance awards in cash, shares
of common Stock, or both, upon attainment, during a performance period
established by the Committee, of one or more performance objectives established
by the Committee (in consultation with appropriate management persons). The
performance objectives, which may vary from participant to participant, may
include, among other things, the performance of the participant, the company,
one or more of its subsidiaries, or a combination of factors.
The grant of a performance unit will not result in taxable income to the
participant nor a tax deduction for the Company. Upon the expiration of the
applicable award cycle and receipt of the Common Stock distributed in payment
of the award or an equivalent amount, the participant will recognize ordinary
income taxable as compensation and the Company will be entitled to a
corresponding deduction.
* Stock Appreciation Rights. Stock Appreciation Rights ("SARs") provide a
participant the right to receive a payment in cash, shares of Common Stock, or
both. The Committee may grant awards of SARs in conjunction with an option or
as a separate award. The Committee will establish the terms and conditions of
each grant, although the period during which SARs are exercisable will not
exceed 10 years. If a grant is in conjunction with an option, determined by
the Committee, based on either (i) the excess of the fai market value of the
Common Stock over the option price or (ii) the excess of the book value of the
Common Stock at the date of exercise over the book value at the date the
underlying option was granted. If a grant is not in conjunction with an
option, the payment will be determined based on (i) the excess of the fair
market value at the date of grant of the SARs or (ii) the excess of the book
value of the Common Stock at the date of exercise over the book value at the
date of grant of the SARs.
The grant of an SAR will not result in taxable income to the participant or a
tax deduction for the Company. Upon exercise of an SAR, the participant will
recognize compensation taxable as ordinary income in an amount equal to the
excess of the fair market value of the Common Stock or cash received over any
amount paid by the participant upon exercise, and the Company will be entitled
to a corresponding deduction.
Accounting Effect. Accounting principles will require that restricted share
awards be charged against earnings on a pro rota basis over the restriction
period and will be based on the value of the stock at the date of grant. The
granting of ISOs or non-qualified options, without accompanying SARs, will not
require a charge against earnings. A grant of SARs will require that earnings
be charged over the specified award period for any appreciation in the value
of the underlying Common Stock subsequent to the date grant.
COMMON STOCK PERFORMANCE
The following chart compares the value of $100 invested on August 1, 1991 in
the Company's common stock, the Amex market index and a peer selected by
management. The Amex market index represents a broad market group which
management believes more nearly represents the Company's market capitalization
than the NASDAQ Composite Index in which the practicable representative peer
group of companies which meet Securities and Exchange Commission requirements.
However, management believes that the Company's mix products and services over
the period represented was unique in the heavy construction industry, with
no other publicly traded company being truly comparable.
GRAPH NOT ABLE TO BE SHOWN.
YEAR ENDED JULY 31:
1991 1992 1993 1994
Williams Industries 100.0 92.31 50.15 24.92 30.77 123.08
AMEX Market Index 100.0 107.85 117.77 120.70 146.38 149.82
Peer Group 100.0 114.45 117.98 117.79 136.27 153.63
The Broad market index chosen was: American Stock Exchange (AMEX).
The peer group was made up of the following companies:
Atkinson, Guy F. Co. Ca; MYR Group, Inc.; Perini Corp.; and Turner Corp.
The peer group chosen was: Customer selected stock list.
Source: Media General Financial Services, P. O. Box 85333, Richmond,
Virginia 23293. Phone (800) 446-7922. Fax (804) 649-6097.
INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP, has served as the Company's independent certified public
accountants during the past fiscal year and has performed the audit for that
year. In order to assure that the Company's audit fees are competitive and
consistent with necessary services, the Company's audit committee reviews
proposals from independent certified public accounting firms, including
Deloitte and Touche, LLP, for the Company's independent auditors during the
current fiscal year. The audit committee then recommends the retention of a
firm to the Board as soon as practible. A representative of Deloitte and Touche
LLP will be available to answer questions at the Company's annual meeting.
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a proposal to be
considered at the next Annual Meeting of Shareholders and who wishes to have
the proposal presented in the Company's Proxy Statement for such meeting must
deliver such proposal in writing to the Company's principal executive offices
not later than June 13, 1997.
MISCELLANEOUS
The management of the Company knows of no matters to be presented at the
meeting other than the election of directors and the approval of the Incentive
Compensation Plan. However, if other matters come before the meeting, it is
the intention of the persons named in the accompanying proxy to vote the proxy
in accordance with their judgments on such matters, and discretionary
authority to do so is included in the proxy.
AT THE WRITTEN REQUEST OF ANY RECORD HOLDER OF THE COMMON STOCK ON THE RECORD
DATE, OCTOBER 11, 1996, OR OF ANY BENEFICIAL HOLDER OF SUCH SHARES ON SUCH
DATE WHO MAKES A GOOD FAITH REPRESENTATION THAT SUCH SHAREHOLDER WAS SUCH A
BENEFICIAL HOLDER, THE COMPANY WILL SUPPLY TO SUCH A SHAREHOLDER A COPY OF THE
COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE
FISCAL YEAR ENDED JULY 31, 1996. PLEASE ADDRESS ALL REQUESTS TO WILLIAMS
INDUSTRIES, INCORPORATED, 2849 MEADOW VIEW ROAD, FALLS CHURCH, VIRGINIA
22042.