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
LUCOR, INC.
________________________________________________
(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 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:
1998 ANNUAL MEETING OF SHAREHOLDERS
OF LUCOR, INC.
____________________
PROXY STATEMENT
____________________
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Lucor, Inc., a Florida corporation (the "Company"),
of proxies from the holders of the Company's Class A Common Stock (the "Class
A Stock") for use at the 1998 Annual Meeting of Shareholders of the Company to
be held at the Courtyard by Marriott, Conference Room A located at 1041 Wake
Town Drive, Raleigh, North Carolina, 27609 at 7:00 p.m., local time, on May
11, 1998 or at any adjournments or postponements thereof (the "Annual
Meeting"). The approximate date that this Proxy Statement and the enclosed
form of proxy are first being sent or given to holders of Class A Stock is
April 16, 1998. Shareholders should review the information provided herein in
conjunction with the Company's Form 10-K Annual Report (the "10-K Report")
which accompanies this Proxy Statement. The Company's principal executive
offices are located at its corporate offices at 790 Pershing Road, Raleigh,
North Carolina 27608, and its telephone number is (919) 828-9511.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in
person should any shareholder giving the proxy so desire. Shareholders have a
right to revoke their proxy at any time prior to the exercise thereof, either
in person at the Annual Meeting or by filing with the Company's Secretary at
the Company's principal executive offices a written revocation or duly
executed proxy bearing a later date; however, no such revocation will be
effective until written notice of the revocation is received by the Company at
or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy will be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone. The Company's employees will
receive no compensation for soliciting proxies other than their regular
salaries. The Company may request banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and vote
upon the following matters:
1. The election of the four members to the Company's Board of
Directors to serve until the 1999 Annual Meeting or until their
successors are duly elected and qualified; and
2. Such other business as may properly come before the Annual
Meeting.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation
will be voted in favor of the election of the four nominees named herein. In
the event a shareholder specifies a different choice by means of the enclosed
proxy, his or her shares will be voted in accordance with the specifications
so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 31, 1998 as
the record date (the "Record Date") for determining shareholders of the Company
entitled to notice of and to vote at the Annual Meeting. As of the Record
Date, there were 2,145,733 shares of Class A Stock outstanding and 702,155
shares of Class B Common Stock (the "Class B Stock") outstanding, all of which
are entitled to one vote on the election of the Board of Directors.
The representation in person or by proxy of a majority of the issued and
outstanding shares of Class A Stock and Class B Stock (collectively, the
"Common Stock") entitled to vote is necessary to provide a quorum at the
Annual Meeting. Directors of the Company are elected by a plurality vote.
With respect to the election of directors, votes may be cast in favor of
nominees or withheld. Withheld votes will be excluded entirely from the vote
and will have no effect thereon. Broker non-votes are treated as shares as
to which voting power has been withheld by the beneficial owners thereof
and, therefore, as shares not entitled to vote thereon. Thus, although
broker non-votes on any particular proposal have no effect on the vote for
such proposal, they have the practical effect of reducing the number of
affirmative votes required to approve that proposal by reducing the total
number of shares entitled to vote thereon.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of March 31, 1998 by: (i) each
person known to the Company to beneficially own more that 5% of the Class A
Stock and Class B Stock; (ii) each director and nominee for director of the
Company; (iii) each executive officer named in the Summary Compensation Table;
and (iv) all directors and executive officers of the Company as a group.
Except as otherwise indicated, each shareholder named has sole voting and
investment power with respect to such shareholder's shares.
Class A Common Stock Class B Common Stock
_____________________________________ ____________________________________
Number of Shares Percent Number of Shares Percent
Name Beneficially Owned of Class Beneficially Owned of Class
__________________________ __________________ ________ __________________ ________
Stephen P. Conway 766,977 (1) 35.7 % 492,408 (2) 70.1%
790 Pershing Road
Raleigh, North Carolina 27608
Jerry B. Conway 895,607 (3) 41.7 209,747 29.9
790 Pershing Road
Raleigh, North Carolina 27608
D. Fredrico Fazio 301,159 14.0 ----- -----
633 South Andrews Avenue
Suite 500
Fort Lauderdale, Florida 33301
Anthony J. Beisler, III 84,142 (4) 3.9 ----- -----
1001 Northeast 26th Street
Fort Lauderdale, Florida 33305
Pennzoil Products Company 759,477 (5) 35.4 ----- -----
Pennzoil Place
Post Office Box 2967
Houston, Texas 77252-2967
All directors and executive 1,283,408 (6) 59.8 702,155 100%
officers as a group (10 persons)
1. For Stephen P. Conway's Class A Stock, this includes (i) 2,000 shares held
as custodian for his children; (ii) 5,000 shares held by CFA Management,
Inc. which is owned 50%; and (iii) the jointly held irrevocable proxy to
vote 759,477 shares of Class A Stock, as described more fully below in
footnote 5.
2. This includes 423,961 shares of Class B Stock held jointly with Kathleen D.
Conway.
3. For Jerry B. Conway's Class A Stock, this includes (i) 5,000 shares held by
CFA Management, Inc. which is owned 50% and (ii) the jointly held
irrevocable proxy to vote 759,477 shares of Class A Stock, as more fully
described below in footnote 5.
4. This includes (i) 45,082 shares held jointly with Mr. Beisler's wife, (ii)
14,550 shares held by the Anthony J. Beisler, III P.A. Money Purchase
Pension Trust, and (iii) 24,510 shares held by Anthony J. Beisler, III P.A.
Profit Sharing Trust.
5. Pursuant to the grant of an irrevocable proxy dated May 30, 1996, Messrs.
Stephen P. Conway and Jerry B. Conway, or either of them, are entitled to
vote these 759,477 shares of Class A Stock on all matters that Pennzoil
Products Company is entitled to vote; provided however, Pennzoil Products
Company retains all rights to vote such shares with respect to the
following matters which may come before the shareholders:
(i) After five (5) years from May 30, 1996, the election of Directors;
(ii) The sale, lease, exchange or disposition of all or substantially all
of the property and assets of the Company; and
(iii) A merger, consolidation, liquidation, dissolution or winding-up of
the Company.
6. This includes the shares directly and/or beneficially owned by Messrs.
Stephen P. Conway, Jerry B. Conway, D. Fredrico Fazio and Anthony J.
Beisler, III, set forth in the footnote above and options to purchase
additional shares held by the remaining executive officers of the Company
who are the only directors and executive officers that beneficially own
shares of Class A Stock or Class B Stock.
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
The Company's Bylaws provide for four directors. Each director elected
at the Annual Meeting will serve for a term expiring at the 1999 Annual
Meeting of Shareholders, expected to be held in May 1999, or until his
successor has been duly elected and qualified. The nominees for election are
Stephen P. Conway, Jerry B. Conway, Anthony J. Beisler, III and D. Fredrico
Fazio.
At the Annual Meeting, directors will be elected by a plurality of the
votes cast by holders of Class A Stock and Class B Stock, voting as a single
group. Unless contrary instructions are indicated on the enclosed proxy, all
shares of Class A Stock represented by valid proxies will be voted in favor of
the four nominees named herein.
Messrs. Stephen P. Conway and Jerry B. Conway directly or indirectly own
all of the 702,155 outstanding shares of Class B Stock, and directly or
indirectly own or by irrevocable proxy control the voting rights of 898,107
shares of the Class A Stock eligible to be cast on the election of directors.
Messrs. Anthony J. Beisler, III and D. Fredrico Fazio directly or indirectly
own an aggregate of 385,301 shares of Class A Stock. In addition, under the
Company's Articles of Incorporation, the holders of Class B Stock are entitled
to elect a majority of the directors.
These four shareholders have advised the Company that they intend to be
present at the meeting, and to vote their shares for the election of the four
nominees. Since the number of shares of Common Stock held or controlled by
these four shareholders represents a total of 69.7% of the votes that may be
cast at the Annual Meeting, these shareholders will be able to elect the four
nominees, regardless of how the other holders of Class A Stock vote their
shares in the election of directors.
Each of the nominees is a current member of the Board of Directors. See
paragraph on "Executive Officers and Directors" set forth below. The Board of
Directors has no reason to believe that any nominee will refuse to act or be
unable to accept election; however, in the event that a nominee is unable to
accept election, it is intended that proxies will be voted for the remaining
nominees, if any, and for such other person as may be designated by the Board
of Directors, unless it is directed by a proxy to do otherwise.
The Board of Directors recommends that you vote "FOR" all of the above
listed nominees for election as directors.
Executive Officers and Directors
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
Name Age Position
__________________________ ______ _________________________________
Stephen P. Conway 46 Chairman of the Board, Chief
Executive Officer, and Secretary
Jerry B. Conway 44 President, Chief Operating Officer
and Director
Kendall A. Carr 43 Vice President, Finance and Chief
Financial Officer
R. Lewis Stanford 44 Vice President and Corporate
Counsel
David M. Barnett 32 Vice President, Sales and Marketing
Douglas W. Roan 51 Vice President, Development
James D. Ridout 37 Vice President, Operations
Martin Kauffman 64 Controller
D. Fredrico Fazio (1) 58 Director
Anthony J. Beisler, III (1) 55 Director
_______________________
1. Member of Stock Option Committee of the Board of Directors.
Stephen P. Conway is the founder of the Company and has served as
Chairman of the Board and Chief Executive Officer since the Company was
organized in 1990. He is an executive officer and director of each of the
Company's subsidiaries as well as the Vice President and a principal
shareholder of CFA Management, Inc., ("CFA") and Navigator Management, Inc.,
which provide management services to the Company's subsidiaries. Mr. Conway
is a shareholder and officer of Conway Financial Advisors, Inc., Boca Raton,
Florida, a Registered Investment Adviser, and a principal of Financial Assets
Corporation, a securities broker-dealer in Boca Raton.
Jerry B. Conway has been the President, Chief Operating Officer, and
Director of the Company since the Company was organized in 1990. He is an
executive officer and director of each of the Company's subsidiaries, as well
as President and principal shareholder of CFA and Navigator Management, Inc.
Mr. Conway oversees and directs the management of the Company. He has worked
in the retail service industry for over twenty-five years, and has been
involved specifically with Jiffy Lube since 1986. Mr. Conway is a high honor
graduate, Beta Gamma Sigma, of Michigan State University. He also chairs and
serves on several committees on JLAF (Jiffy Lube Association of Franchisees).
Kendall A. Carr is the Vice President of Finance and Chief Financial
Officer for the Company. He started with the Company in January 1996 at which
time he was appointed to his current position. Mr. Carr served as Controller
for Limitorque Corporation from 1988 until 1993. From 1993 through 1994, Mr.
Carr served as the Chief Financial Officer for Walter Kidde Portable
Equipment, Inc. and in 1995 he served as the Controller of Precision Concepts,
Inc. He graduated summa cum laude from SUNY at Buffalo, and received his MBA
from James Madison University. He is a licensed CPA.
R. Lewis Stanford is the Vice President and Corporate Counsel for the
Company since September 1995. From 1992 until joining the Company, Mr.
Stanford was associated with the law firm of Moore & Van Allen, PLLC, where he
had a general corporate practice. Mr. Stanford graduated with highest honors
and highest distinction from the University of North Carolina at Chapel Hill
and received his JD with honors from the University of North Carolina School
of Law in 1992. Mr. Stanford has worked in the auto industry and legal
profession for seventeen years.
David M. Barnett has served as Vice President of Marketing since October
1993. Prior to his appointment as a Vice President, he served as the director
of sales and marketing from February 1991. Before joining the Company, Mr.
Barnett was employed in the advertising industry as an account service
executive, and is a graduate of North Carolina State University.
Douglas W. Roan has served as the Vice President of Development since
October 1993. Prior to his appointment as Vice President he served as
Director of Development for the Company from 1987. Mr. Roan has worked in the
construction and development field for twenty six years in various regions of
the United States.
James D. Ridout has served as the Vice President of Operations since
1993. Prior to his appointment as Vice President, he served as Director of
Operations, Regional Manager, District Manager and Manager for the Company.
Mr. Ridout has been with the Company since 1987, and has worked in the quick
lube industry since 1983.
Martin Kauffman has served the Company as the Controller since 1987. He
has had extensive financial experience during his previous twenty year
employment with Exxon Corporation. Mr. Kauffman is a licensed CPA, and is a
graduate of Rutgers University.
D. Fredrico Fazio has been a director of the Company since 1991. He is
the managing partner of the civil trial law firm of Fazio, Dawson, DiSalvo,
Cannon, Abers & Podrecca, in Fort Lauderdale, Florida and has practiced law in
excess of twenty years. Mr. Fazio is also involved in real estate development
in Fort Lauderdale, Florida. He is not actively engaged in the day to day
operations of the Company.
Anthony J. Beisler, III has been a director of the Company since 1991.
He practices law, specializing in insurance defense, with Beisler & Beisler,
Fort Lauderdale, Florida and has practiced law in excess of twenty years. He
is not actively engaged in the day to day operations of the Company.
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1997, the Company's Board of
Directors held six meetings and took certain actions by unanimous written
consent. During 1997, no director attended fewer than 75% of the number of
meetings of the Board of Directors held during the period.
Messrs. Fazio and Beisler serve as members of the Stock Option Committee
of the Board which was formed in December 1994. The principal functions of
this committee are to make stock option and other stock-based awards under the
Company's 1991 Non-Qualified Stock Plan and the Omnibus Stock Plan. This
committee met two times in 1997.
Messrs. Fazio and Beisler serve as members of the Audit Committee. The
principal function of the audit committee is to review the findings of the
independent auditors. This committee met once in 1997.
Compensation of Directors
The compensation received by CFA and Navigator Management, Inc. (See
discussion under Compensation Report of Board of Directors and Certain
Transactions) is intended to compensate Messrs. Stephen P. Conway and Jerry B.
Conway for their services as Directors. The remaining directors, Messrs.
Fazio and Beisler, are not employed by the Company or any of its affiliates.
In 1997, Messrs. Fazio and Beisler received 500 Class A shares each for
service as directors.
Executive Compensation
The Company's Chief Executive Officer and the Company's President
(collectively, the "Named Executive Officers") do not receive compensation
directly from the Company. The Named Executive Officers receive compensation
for services rendered to the Company from CFA Management, Inc. (CFA) and
Navigator Management, Inc. (See discussion under Compensation Report of Board
of Directors and Certain Transactions). No other executive officer received
compensation in these years in excess of $100,000.
Compensation Report of Board of Directors
The Company does not have a Compensation Committee. The Board of
Directors (the "Board") delegates to the Named Executive Officers the
determination of the cash compensation of executive officers other than the
cash compensation of the Named Executive Officers and Mr. Kauffman. Beginning
in December 1994, the Stock Option Committee of the Board (the "Option
Committee"), comprised of Messrs. Fazio and Beisler, was established to grant
options and other stock-based awards to executive officers and other key
employees under the Company's stock plans.
Stephen P. Conway, the Company's Chief Executive Officer, Jerry B.
Conway, the Company's President and Chief Operating Officer, and Martin
Kauffman, the Company's Controller, do not receive cash compensation from the
Company and the Board does not review or determine their cash compensation.
For their services to the Company and its affiliates in all capacities, these
executive officers are compensated by CFA Management, Inc. (CFA) and Navigator
Management, Inc, corporations owned by Messrs. Stephen and Jerry Conway that
provides management services to the Company and its subsidiaries. All other
executive officers are compensated by the Company. Their cash compensation is
determined by the Named Executive Officer based primarily on a subjective
evaluation of their performance.
Stock and Option Awards
Stock options granted to the Named Executive Officers are shown in the
following table:
Option/SAR Grants in Last Fiscal Year
Potential
Realizable Value
at assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
____________________________________________________________________________ ____________________
Number of
Securities % of Total
Under- Op-
lying tions/SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% 10%
__________________ __________ _____________ _________ __________ ________ _______
Stephen P. Conway 150,000 45.9% $ 6.00 12/31/2004 $ 0 $ 0
Jerry B. Conway 150,000 45.9% $ 6.00 12/31/2004 $ 0 $ 0
In 1997, D. Fredrico Fazio and Anthony J. Beisler III, outside directors
of the Company, were each granted 500 shares of Class A Stock under the
Company's 1995 Outside Director's Stock Award Plan. These directors are
entitled to vote the shares subject to the awards and to receive any dividends
payable on such shares from the date of the grant, but are not permitted to
sell or otherwise dispose of the shares until six months after the grant date.
Board of Directors
STEPHEN P. CONWAY, Chairman
JERRY B. CONWAY
D. FREDRICO FAZIO
ANTHONY J. BEISLER, III
Compensation Committee Interlocks and Insider Participation
Messrs. Stephen and Jerry Conway are the only members of the Board who
serve as executive officers of the Company. These officers have ownership
interests in, and are executive officers of, corporations that engaged in
transactions with the Company or its subsidiaries in 1997.
APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick, LLP have been selected by the Board of Directors for
reappointment as the independent auditors for the Company. KPMG Peat Marwick,
LLP were the independent auditors for the Company for the year ended December
31, 1997. Representatives of the independent auditors are expected to attend
the 1998 Annual Meeting. As such, they will be available to respond to
shareholder questions at the meeting.
CERTAIN TRANSACTIONS
Each of the Company's subsidiaries has entered a management agreement
with CFA (as amended July 1, 1997) pursuant to which CFA, as an independent
contractor, operates, manages and maintains the subsidiaries' Jiffy Lube
service centers. The agreements with each subsidiary continue until the
termination of its franchise agreements with Jiffy Lube International, Inc.
For its services, CFA receives an amount equal to a percentage (approximately
2.8% in 1997) of the annual net sales of each service center operated by a
subsidiary. Pursuant to these management agreements, CFA received management
fees of $1,231,377 in 1997. On December 1, 1997, the management agreements
were assigned to Navigator Management, Inc. No payments were made in 1997 to
Navigator Management, Inc.
The Company purchases gasoline and engine additive products, rubber
flooring, emission analysis gases, wiper blades, windshield glass treatment,
PCV valves, breather filters, and T-Tech transmission service equipment from
OH Distributors, Inc., a corporation owned by Messrs. Stephen and Jerry
Conway. During 1997, the Company's purchases of these products totaled
$1,243,792.
The Company purchases oil, oil filters and other inventory items from
Pennzoil Products Company (PPC). The total amount paid for these products in
1997 was $5,850,747. In addition to these purchases, the Company paid PPC
$146,902 in rent in 1997 and $140,000 in dividends on preferred stock.
The Company enters into transactions with Jiffy Lube International, a
subsidiary of PPC, as the franchisor. These transactions include payments for
royalties, rent on certain service centers, operating expenses, and license
and franchise fees. In addition, Jiffy Lube International enters into
transactions to credit the Company for national fleet accounts, rebates for
grand openings, and charges for Sears credit cards. The net amount of these
transactions in 1997 was a payment of $1,826,430.
CORPORATE PERFORMANCE GRAPH
The following graph presents comparisons of cumulative returns for the
Company's Class A Stock, the NASDAQ Composite Index, and the Wilshire SmallCap
Growth Index. The graph is shown for 1995, 1996, and 1997 since the Company's
stock was not traded prior to 1995. The annual changes to the periods shown
are based on the assumption that $100 had been invested in the Company's stock
and each index respectively on December 31, 1995, and that all quarterly
dividends were re-invested at the average of the closing stock prices at the
beginning and end of the quarter.
_______________________________________________________________________________
Lucor, Inc. $100.00 $101.69 $ 37.29
NASDAQ Composite 100.00 122.71 149.25
Wilshire SmallCap 100.00 119.97 152.69
_______________________________________________________________________________
STOCK PLANS
The Company's 1991 Non-Qualified Stock Plan was approved by the Board of
Directors in 1991 and amended by the Board in December 1994 (the "Non-
Qualified Plan"). In December 1994, the Board of Directors adopted an Omnibus
Stock Plan (the "Omnibus Plan") and on April 4, 1995, the Board of Directors
adopted an Outside Directors' Stock Award Plan (the "Directors Plan"). The
Omnibus Plan and the Directors' Plan were approved by the holders of the
Company's Class B Stock on April 4, 1995. An amendment to increase the number
of shares that may be awarded under the Omnibus Plan was approved as of
December 17, 1996. Under the Company's Articles of Incorporation (the
"Articles"), the holders of Class A Stock are not entitled to vote on the
approval of these plans.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote proxies
as in their discretion they may deem appropriate, unless they are directed by
a proxy to do otherwise.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
the Class A and Class B Stock, to file initial reports of ownership and
reports of changes in ownership of the Common Stock with the Commission.
Officers, directors and greater than ten percent shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16
(a) forms they file.
To the Company's knowledge, based solely on its review of the copies of
such reports received by the Company and written representations from certain
reporting persons that no other reports were required for those persons,
during fiscal 1997, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten percent shareholders were
complied with.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal at the 1999 Annual
Meeting to Shareholders must deliver the proposal in writing to the Company's
Secretary at the Company's principal executive offices on or before December
22, 1998.
FORM 10-K
A copy of the Company's 10-K Report for the year ended December 31, 1997
accompanies this Proxy Statement.
By Order of the Board of Directors,
/s/ Stephen P. Conway
___________________________________
Stephen P. Conway,
Chairman and Chief Executive Officer
Raleigh, North Carolina
March 31, 1997
LUCOR, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF LUCOR, INC.
The undersigned hereby appoints Stephen P. Conway and Jerry B. Conway,
and each of them, proxies, with power of substitution, to represent the
undersigned at the Annual Meeting of Shareholders of Lucor, Inc. (the
"Company"), to be held at 7:00 p.m., local time, on May 11, 1998, at the
Courtyard by Marriott, Conference Room A located at 1041 Wake Town Drive,
Raleigh, North Carolina, 27609, and at any adjournments thereof, to vote the
number of shares which the undersigned would be entitled to vote if present in
person in such manner as such proxies may determine, and to vote on the
following proposals as specified below by the undersigned.
(1) Election of Directors:
___VOTE FOR all nominees listed below ___WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote for all nominees listed below.
Stephen P. Conway Jerry B. Conway D. Fredrico Fazio Anthony J. Beisler, III
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
___________________________________________________________________
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. IN THE ABSENCE OF SPECIFIED
DIRECTIONS, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY. The proxies are also authorized to vote in their
discretion upon such other matters as may properly come before the meeting or
any adjournment thereof.
If signing as attorney, administrator, executor,
guardian, trustee or as a custodian for a minor,
please add your title as such. If a corporation,
please sign in full corporate name and indicate the
signer's office. If a partner, please sign in the
partnership's name.
X_____________________________________________________
Printed Name___________________________________________
X______________________________________________________
Printed Name___________________________________________
Dated ___________________________________________, 1998