(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant (x)
Filed by a party other than the registrant ( )
Check the appropriate box:
(x) Definitive proxy statement
WILLIAMS INDUSTRIES, INCORPORATED
---------------------------------
(Name of Registrant as Specified in its Charter)
---------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (Check appropriate box):
[x] No fee required.
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
NOTICE OF ANNUAL MEETING TO SHAREHOLDERS
To Be Held November 22, 1997
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 22, 1997 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 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 3,
1997 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 Annual
Meeting.
By Order of the Board of Directors
Marianne V. Pastor
Secretary
IMPORTANT
Whether or not you plan to attend the Annual Meeting of Shareholders,
please complete, sign, date and return the enclosed proxy in the
enclosed postage pre-paid envelope as promptly as possible. If you
attend the meeting, you may vote your shares in person, even though
you have previously signed and returned your
proxy.
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
ANNUAL MEETING OF SHAREHOLDERS
To be Held November 22, 1997
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Williams Industries, Incorporated (the "Company") to be used at
the Annual Meeting of Shareholders (the "Annual Meeting") 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 22, 1997, and at all adjournments thereof. It
is anticipated that this proxy material will be mailed to
shareholders on or about October 20, 1997.
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, 1997 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 2,839,856 shares on October 3, 1997, 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 the record date. There will be
cumulative voting for the election of directors. There are no
state-prescribed requirements that shareholders must satisfy prior
to making use of cumulative voting. Each shareholder will be
given five votes for each share which the shareholder is entitled
to vote at the Annual Meeting, and the shareholder may cast those
votes among one or more of the nominees for director as the
shareholder sees fit. Discretionary authority to cumulate 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.
The Board of Directors expects all nominees named below to be
available for election. In case any nominee is not available, the
proxy holders may vote for a substitute. The Company knows of no
specific matter to be brought before the meeting that is not
referred to in the Notice of Annual Meeting or this proxy
statement. However, if proposals of shareholders that are not
included in this proxy statement are presented at the Annual
Meeting the proxies will be voted in the discretion of the proxy
holders. Regulations of the Securities and Exchange Commission
("SEC") permit the proxies solicited pursuant to this proxy
statement to confer discretionary authority with respect to
matters of which the Company did not know a reasonable time before
the Annual Meeting. Accordingly, the proxy holders may use their
discretionary authority to vote with respect to any such matter
pursuant to the proxy solicited hereby.
Directors will be elected at the Annual Meeting by a
plurality of the votes cast by the holders of shares represented
in person or by proxy. Abstentions and broker non-votes are
counted as shares present for determination of a quorum but are
not counted as affirmative or negative votes on any item to be
voted upon and are not counted in determining the amount of shares
voted on any item. The holders of a majority of the total number
of shares entitled to vote, present in person or represented by
proxy, constitute a quorum for the transaction of business.
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
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 1998. 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.
Shares represented by proxies that reflect abstentions will be
treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and for purposes
of determining the outcome of any matter submitted to the
shareholders for a vote. Abstentions, however, do not constitute
a vote "for" or "against" any matter, and thus will be disregarded
in the calculation of a plurality or of "votes cast." In the
election of directors, shares present but not voting will be
disregarded (except for quorum purposes), and the candidates for
election receiving the highest number of affirmative votes of the
shares entitled to vote for them, up to the number of directors to
be elected by those shares, will be elected. Votes cast against a
candidate or votes withheld will have no legal effect.
Shares referred to as "broker non-votes" (i.e., shares held
by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote
such shares that the broker or nominee has the discretionary
authority to vote on a particular matter) will be treated as
shares that are present and entitled to vote for purposes of
determining the presence of a quorum of shareholders. However,
for purposes of determining the outcome of any matter as to which
any broker or nominee has indicated on the proxy form that it does
not have discretionary authority to vote upon, those shares will
be treated as not present and not entitled to vote with respect to
that matter at the Annual Meeting (even though those holders of
those shares will be considered entitled to vote for quorum
purposes and may be entitled to vote on other matters). However,
as provided by Virginia law, the Company may, acting in good
faith, accept or reject 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.
The following table sets forth information concerning the nominees.
Name Age Position with the Company Elected
Frank E. Williams, III (1) 38 President, Chairman of 1991
(2) (4) the Board, Chief Financial
Officer
Frank E. Williams, Jr.(l) 63 None 1970
William C. Howlett (3)(4) 71 None 1986
John E. Rasmussen (3) 72 None 1992
R. Bentley Offutt (2)(3)(4) 59 None 1994
(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 Standing Executive Committee. This committee,
which acts on behalf of the Board in emergency situations where
Board action is necessary but not obtainable on short notice and
if such action is authorized by applicable law, did not meet
except as a "committee of the whole" with other board members
present either in person or by conference call during the year.
(3) Member of Standing Audit Committee. Mr. Williams, III is
an ex-officio member. This committee, which met four times during
the past fiscal year, consults with and recommends the Company's
independent auditors and provides recommendations to the Board
concerning the Company's accounting procedures.
(4) Member of Standing Compensation 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 Company 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 now is the
founder and president of the Williams and Beasley Company, an
organization that is not otherwise affiliated with Williams
Industries, Inc.
Mr. Howlett is employed by Sugar Oak Corporation, a real estate
management and investment company in the Greater Metropolitan
Washington area. 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. Dr. Rasmussen is also a director of RKO
Pictures of Los Angeles, California.
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 MBA from George Washington University
and a BA from Lehigh University.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ABOVE
Further Information Concerning the Board of Directors
The Board has an audit committee, a compensation committee, a
safety committee, a long-range planning committee, and an
executive committee. The Board of Directors held five regular
meetings and four special meetings by conference call during
Fiscal Year 1997. The majority of directors attended all of the
board meetings during the fiscal year and at least four directors
were present at each meeting or conference call. No director
attended less than 75% of the aggregate number of meetings of the
Board and the committees of the Board on which he served during
his term as director of the Company.
Executive Officers
The executive officers of the Company serve at the discretion
of the Board and presently include: Frank E. Williams, III,
Chairman of the Board, Chief Executive Officer, and Chief
Financial Officer; Marianne V. Pastor, Secretary; and George R.
Pocock, Vice President.
Compliance with Section 16 of the Securities Exchange Act of 1934,
as amended
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executives officers
and holders of 10% or more of the Company's Common Stock to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of equity securities
of the Company. The Company believes that all reports required
pursuant to Section 16(a) with respect to the 1997 fiscal year
were timely filed.
Corporate Governance and Other Matters
The Board of Directors acts as the nominating committee for
selecting nominees for election as directors. The Company's
bylaws also permit shareholders eligible to vote at the Annual
Meeting to make nominations for directors either through timely
notice in writing to the Secretary of the Company or through
appropriately brought nominations from the floor. The bylaws also
permit shareholders to propose other business to be brought before
an annual meeting, provided that such proposals are made pursuant
to timely notice in writing to the Secretary of the Company. No
such nominations or proposals have been received in connection
with the Annual Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information regarding
ownership, as of October 3, 1997 of the Common Stock of the
Company by: (1) each person known by the Company to own
beneficially more than five 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.
Directors:
Beneficial Owner Number of Shares Percentage of Class
Frank E. Williams, Jr. 513,324 (l) 18.0 %
William C. Howlett 61,553 (2) 2.16
Frank E. Williams, III 48,247 (3) 1.69
John E. Rasmussen 1,000 .35
R. Bentley Offutt 23,000 (4) .80
Officers and Directors as
a group(5 persons) 646,124 22.75%
(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.
This item also includes 1,000 shares held by the Williams Family
Foundation, a charitable organization exempt under Section
501(c)(3) of the Internal Revenue code of 1986. The Foundation's
purpose is to use and apply its income and principal assets
exclusively for charitable, scientific, literary, and educational
purposes. Mr. Williams Jr. is a trustee of the Foundation and
votes the stock on behalf of the Foundation.
(2) Includes 41,433 shares owned by corporations of which Mr.
Howlett may be deemed to be a "control person."
(3) Includes 304 shares owned by his wife and 3,000 shares held in
trust for his minor child. Mr. Williams disclaims beneficial
ownership of his wife's and son's shares.
(4) Includes 23,000 shares owned by his wife, as to which Mr.
Offutt disclaims beneficial ownership.
Other Beneficial Owners:
Name and Address Amount and Nature of Percent of Class
Beneficial Ownership
Karen J. Pribyla 180,190 6.34%
7718 Maplecrest Drive
Dallas, Texas 75240
NationsBank, N.A. 619,000 (1) N/A
Special Assets Group
8300 Greensboro Drive,
Suite 800
McLean, Virginia 22102
Federal Deposit 245,000 (2) N/A
Insurance Corporation
5080 Spectrum
Suite 400 W
Dallas, Texas 75248
First Tennessee Bank, 70,000 (3) N/A
Special Assets
165 Madison Avenue,
10th Floor
Memphis, Tennessee 38103
(1) The NationsBank shares are represented by a $410,000
Convertible Debenture convertible into 16.4% of the Company's
shares outstanding or reserved for issuance as of the date of
conversion. The actual number of shares will vary depending on
the amount outstanding at the time of conversion.
(2) The Federal Deposit Insurance Corporation owns a similar
$90,000 Convertible Debenture, convertible into 3.6% of the
Company's shares outstanding at the date of conversion, and owns
another Convertible Debenture, convertible into 110,294 shares.
(3) First Tennessee Bank, Special Assets, holds a $100,000
Convertible Debenture, issued May 3, 1995, which matures in 1998,
and is convertible into Common Stock at the rate of $1.43
per share or 70,000 shares.
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.
EXECUTIVE OFFICERS AND DIRECTORS 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, III, the Company's Chief Executive Officer, and each
other executive officer whose total cash compensation for the
fiscal year ended July 31, 1997 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 Year Annual Compensation Long Term
Principal
Position Compensation
Salary Bonus
Frank E.
Williams, III 1997 $120,000 $8,249(1) $41,250(2)
Chief Executive 1996 115,577 7,950(1) 34,000(3)
Officer 1995 104,308 9,150(1)
George R. Pocock 1997 $126,257(4) $14,250(5) $9,000(6)
Manager, 1996 $162,424(7) $10,500(8) 9,000(6)
Insurance 1995 $158,202(9) 8,250(6)
Operations
(1) Includes car allowance and directors' meeting fees.
(2) Mr. Williams, III, was granted 11,000 restricted shares of the
Company's Common Stock with a market value of $41,250.
(3) Mr. Williams, III, was granted 20,000 shares of the
Company's Common Stock on a restricted basis. At the time of
the grant, his continued employment with the Company through
December 31, 1997 was a condition of the grant. Had the shares
been unrestricted, the market value of these shares would have
been $70,000.
(4) Includes $18,806.86 in deferred compensation from prior
years.
(5) Mr. Pocock received 3,800 shares of the Company's Common
Stock as his bonus for Fiscal 1996. The market value of the
shares at that time is indicated in the chart.
(6) Travel allowance
(7) Includes $67,840.92 in deferred compensation from prior
years.
(8) Mr. Pocock received 2,500 shares of the Company's Common
Stock as his bonus for Fiscal 1995. The market value of those
shares at that time is indicated in the chart.
(9) Includes $66,534.10 in deferred compensation from prior
years.
Directors' 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. Attendance via telephone is not compensated.
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, which are included in the cash compensation table, for
each meeting attended.
Compensation Committee Report
Pursuant to rules adopted by the Securities and Exchange
Commission designed to enhance disclosure of public companies'
policies toward executive compensation, set forth below is a
report submitted by the Company's Compensation Committee (the
"Committee") addressing the Company's compensation policies with
respect to executive officers.
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 structures executive compensation in a manner
designed to provide competitive levels of compensation and to
assist the Company in attracting and retaining qualified
executives. Compensation is a direct result of the company's
performance and therefore can be said to be performance driven.
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. 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.
Compensation of the Chief Executive Officer
The Chief Executive Officer's compensation is based on the
same elements and measures of performance as is the compensation
for the Company's other executive officers. The Board approved a
base salary for Mr. Williams, III, for Fiscal 1997 of $120,000
based on the same factors underlying the base salaries of the
other executive officers. Mr. Williams' salary for Fiscal 1996
was $115,577. In structuring the Fiscal 1998 compensation of Mr.
Williams, the Committee will consider as essential the alignment
of his compensation package with the financial performance of the
Company and the Committee's philosophy of basing a larger portion
of executive compensation on incentive bonuses and awards. For
Fiscal 1997, the Company awarded Mr. Williams 11,000 shares of the
Company's Common Stock based on meeting objectives which had been
set by the Board.
Respectfully submitted,
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.
Respectfully submitted,
Frank E. Williams, III
George R. Pocock
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. George Pocock, president of Construction Insurance
Agency, another Company subsidiary, is this year's president of
the Company's President's Council and, as such, attended the
regularly scheduled meetings of the Company's board of directors.
Certain Transactions
Mr. Williams, Jr., a Company director and major shareholder, is
also a 50% owner of the Williams and Beasley Company, which does
business with Williams Industries' subsidiaries. Net billings to
this entity during the Fiscal Year ended July 31, 1997 were
approximately $436,000. Mr. Williams, Jr. is also a major
shareholder in Williams Enterprises of Georgia, which also does
business with Company subsidiaries. Billings from this entity and
its affiliates were approximately $1,205,000 for the Fiscal Year
ended July 31, 1997.
Mr. Howlett, a director, is receiving payments on a $47,065.63
note for consulting work he performed for Company subsidiaries in
prior years. The note balance at July 31, 1997 was $31,755.95.
COMMON STOCK PERFROMANCE
The following chart compares the value of $100 invested on
August 1, 1992 in the Company's common stock, the Amex market
index and a peer group Index consisting of the common stocks
issued by four companies 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 Company formerly
participated. The Peer Group was chosen as the nearest
practicable representative peer group of companies which meet
Securities and Exchange Commission requirements. However,
management believes that the Company's mix of products and
services over the period represented was unique in the heavy
construction industry, with no other publicly traded company being
truly comparable.
CHART IS NOT ABLE TO BE SHOWN
Year ended July 31:
1992 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------
Williams Industries 100.00 54.33 27.00 33.33 133.33 189.33
AMEX Market Index 100.00 103.16 102.71 118.69 133.43 125.96
Peer Group 100.00 109.20 111.91 135.72 138.92 165.10
The broad market index chosen was: The peer group was
made
American Stock Exchange (AMEX) up of the following
companies:
Atkinson, Guy F Co Ca
The peer group chosen was: MYR Group Inc
Customer selected stock list Perini Corp
Turner Corp
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
Phone (800) 446-7922
Fax (804) 649-6826
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
16, 1998.
INDEPENDENT ACCOUNTANTS
Deloitte and Touche, LLP, served as the Company's independent
certified public accountants during the past fiscal year and
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, the Company's independent auditors for the
current fiscal year. The audit committee then recommends the
retention of a firm to the Board as soon as practicable. A
representative of Deloitte and Touche, LLP, will be available to
answer questions at the Annual Meeting.
OTHER MATTERS
The management of the Company knows of no matters to be presented
at the meeting other than the election of directors. 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 3, 1997, 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 SHAREHOLDER A COPY OF THE
COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED JULY 31, 1997. PLEASE ADDRESS
ALL REQUESTS TO WILLIAMS INDUSTRIES, INCORPORATED, 2849 MEADOW
VIEW ROAD, FALLS CHURCH, VIRGINIA 22042.