SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PULASKI FURNITURE CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(x) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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):
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:
January 8, 1996
To The Stockholders
Pulaski Furniture Corporation
Notice is hereby given that the annual meeting of stockholders of Pulaski
Furniture Corporation will be held at the Roanoke Airport Marriott, 2801
Hershberger Road, N. W., Roanoke, Virginia, on Friday, February 9, 1996, at
10:00 a.m., for the following purposes:
(l) To elect three Class III Directors, each for a term of
three years; and
(2) To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 15,
1995, are entitled to notice of, to vote at, and to participate in, such
meeting.
Stockholders, whether or not they expect to attend the meeting in
person, are requested to date, sign and return the enclosed form of proxy in the
enclosed envelope (to which no postage need be affixed if mailed in the United
States). the proxy may be revoked by delivering another proxy or by written
notice of revocation delivered to the Corporation at any time before the proxy
is exercised.
By Order of The Board of Directors
IRA S. CRAWFORD, Secretary
YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
ATTEND THE MEETING YOU MAY THEN WITHDRAW YOUR PROXY.
Pulaski Furniture Corporation
PROXY STATEMENT
Annual Meeting of Stockholders
February 9, 1996
GENERAL INFORMATION
The solicitation of the enclosed proxy is made on behalf of the Board
of Directors of Pulaski Furniture Corporation (the "Corporation"), to be used at
the annual meeting of stockholders to be held at the Roanoke Airport Marriott,
2801 Hershberger Road, N. W., Roanoke, Virginia, on Friday, February 9, 1996, at
10:00 a. m., and at any adjournment thereof.
The mailing address of the principal executive offices of the
Corporation is Pulaski Furniture Corporation, One Pulaski Square, Post Office
Box 1371, Pulaski, Virginia 24301.
An annual report to stockholders, including financial statements for
the year ended October 29, 1995, is enclosed with this proxy statement.
The cost of the solicitation of proxies will be borne by the
Corporation. Solicitations will be made by the use of the mails, except that
officers and other employees of the Corporation may make solicitations of
proxies by telephone or telegraph or by personal calls. It is contemplated that
brokerage houses and nominees will be requested to forward the proxy soliciting
material to the beneficial owners of the stock held of record by them, and the
Corporation will reimburse them for their charges and expenses.
The Corporation has 10,000,000 authorized shares of common stock
(Common Stock), of which 2,839,179 shares were outstanding on December 15, 1995.
Each outstanding share will entitle the holder to one vote at the annual meeting
of stockholders. The Corporation has 1,000,000 authorized shares of preferred
stock, of which no shares were outstanding on December 15, 1995. The Proxy
Statement is being mailed on or about January 8, 1996, to stockholders of record
at the close of business on December 15, 1995. Only stockholders of record on
that date will be entitled to vote at the annual meeting. Shares represented by
properly executed proxies delivered pursuant to this solicitation will be voted,
as specified, at the meeting and any adjournment thereof.
ELECTION OF DIRECTORS
The Corporation's Board of Directors is divided into three classes. At
the annual meeting, three Directors are expected to be elected to Class III to
hold office for a term of three years or until their respective successors are
duly elected and qualified. It is the intention of the persons named in the
enclosed proxy to vote such proxy for the election as Directors of the three
nominees named below. If any such nominee should become unavailable, the Board
of Directors expects to designate a substitute for whom the proxies in the
enclosed form are to be voted or to reduce the size of the Board accordingly, in
which case the proxies in the enclosed form will be voted for the remaining
nominees. Each nominee named below has been recommended for election by the
Board of Directors. Each Director except Mr. Harry J. G. van Beek has served
continuously since the year he joined the Corporation's Board. Directors will be
elected by a plurality of the votes cast. Abstentions and shares held in street
name that are not voted in the election of Directors will not be included in
determining the number of votes cast.
1
NOMINEES
Director
Principal Occupation of Corporation
or Employment During Continuously
Name Last Five Years Since Age
CLASS III (to serve until the 1999 Annual Meeting of Stockholders)
Harry J. G. van Beek President, Klockner Capital Corporation * 60
Gordonsville, Va.
Bernard C. Wampler** Chairman and Chief Executive Officer 1957 64
of Pulaski Furniture Corporation
Pulaski, Va.
Harry H. Warner Financial Consultant 1979 60
Lexington, Va.
DIRECTORS CONTINUING TO SERVE
Director
Principal Occupation of Corporation
or Employment During Continuously
Name Last Five Years Since Age
CLASS I (to serve until the 1997 Annual Meeting of Stockholders)
John W. Stanley** Retired; former Chairman of the Board of 1956 89
Blue Ridge Transfer Company,
Inc. (motor freight business),
Roanoke, Va.
Hugh V. White, Jr. Partner, Hunton & Williams (attorneys) 1978 62
Richmond, Va.
CLASS II (to serve until the 1998 Annual Meeting of Stockholders)
John D. Munford Retired; former Vice Chairman of 1984 67
Union Camp Corporation (paper, chemicals and building
products) Franklin, Va.
John G. Wampler** President and Chief Operating Officer 1989 37
of Pulaski Furniture Corporation;
former Vice President (1988-92)
of Pulaski Furniture Corporation, Pulaski, Va.
*Mr. Harry J.G. van Beek has not served on the Corporation's Board
of Directors
**John G. Wampler is Bernard C. Wampler's son and John W. Stanley's
grandson.
Harry H. Warner is a director of Chesapeake Corporation and
American Filtrona Corporation. John D. Munford is a director of Cadmus
Communications Corporation, Universal Corporation and Caraustar Industries,
Inc.. Bernard C. Wampler is a director of American Filtrona Corporation. John
G. Wampler is a director of First American Federal Savings Bank. No other
directorships are held by Directors of the Corporation in other companies
registered under Section 12 or subject to the requirements of Section 15(d)
of the Securities Exchange Act of 1934 or registered as an investment company
under the Investment Company Act of 1940.
2
The Board of Directors meets quarterly. During the last fiscal year,
the Board held four regular meetings and no special meetings. No director
attended fewer than 75% of the meetings of the Board and any committee on which
he served. Clifford A. Cutchins, III will retire from the Board of Directors
following 24 years of dedicated and faithful service to the Corporation.
The Board has an Audit Committee and a Compensation Committee. There
are no other standing committees of the Board. No member of either the Audit
Committee or the Compensation Committee is an employee of the Corporation or any
of its subsidiaries.
Messrs. Cutchins, Munford and Warner comprise the Audit Committee. The
Audit Committee met once during fiscal 1995. The Audit Committee reviews and
approves various internal accounting functions of the Corporation. The Audit
Committee also reviews the year-end audit performed by the Corporation's
auditors and meets with those auditors and Corporation personnel to discuss
audit procedures and policies.
Messrs. Cutchins, Munford, Warner and White comprise the Compensation
Committee. The Compensation Committee met once during fiscal 1995. The
Compensation Committee administers the Corporation's Stock Incentive Plan and,
at the direction of the Board, undertakes studies and makes recommendations on
matters of executive compensation.
Employee Directors of the Corporation are not paid for their service
on the Board of Directors. Other Directors receive an annual retainer of $6,000
for Board service and an attendance fee of $1,000, plus travel expenses, for
each Board or committee meeting attended. In addition, pursuant to the
Corporation's Stock Incentive Plan for Non-Employee Directors, each non-employee
Director is entitled to receive 200 shares of Common Stock of the Corporation
annually, as additional compensation for his service on the Board.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 15, 1995, as
to the beneficial ownership, direct or indirect, of the Corporation's Common
Stock by all Directors and nominees for Director, all Directors and officers as
a group, and all persons known by the Corporation to own beneficially more than
five percent of the Corporation's outstanding Common Stock:
Sole Voting Shared Voting Aggregate
and Investment and Investment Aggregate Percentage
Name Power (1) Power (2) Total Owned
Harry J. G. van Beek ................................. 0 0 0 *
John D. Munford ...................................... 4,810 0 4,810 *
John W. Stanley ...................................... 81,000 0 81,000 2.9%
Bernard C. Wampler ................................... 160,845 600 161,445 5.7%
John G. Wampler ...................................... 38,358 2,592 40,950 1.4%
Harry H. Warner ...................................... 4,642 0 4,642 *
Hugh V. White, Jr .................................... 3,400 3,400 6,800 *
All Directors and Officers as
a group (12 persons) ................................. 460,107 9,743 469,850 16.5%
*Less than 1%
3
(l) Includes 98,300 shares that may be acquired within 60 days under
the Corporation's stock incentive plans and shares held in various fiduciary
capacities.
(2) Includes shares owned by relatives and in certain trust
relationships. These shares may be deemed to be beneficially owned under Rules
and Regulations of the Securities and Exchange Commission, but the inclusion of
these shares does not constitute an admission of beneficial ownership.
EXECUTIVE COMPENSATION
The following table shows for the fiscal years ended October 29, 1995,
October 30, 1994 and October 31, 1993, the total compensation of the Chief
Executive Officer and each of the four next most highly compensated executive
officers of the Corporation who earned in excess of $100,000 (the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Name and Annual Compensation Restricted All other
Principal Salary Bonus Stock Awards Compensation
POSITION YEAR $ $ ($) (1) ($)(3)
Bernard C. Wampler, ...................... 1995 250,000 125,000 151,000 (2) 15,775
Chairman of the Board .................... 1994 248,849 0 0 15,120
and CEO .................................. 1993 234,232 117,500 200,750 15,018
John G. Wampler, ......................... 1995 130,000 32,500 54,738 (2) 7,417
President and ............................ 1994 121,380 0 0 7,021
COO ...................................... 1993 77,538 27,370 50,188 4,917
Randolph V. Chrisley, .................... 1995 95,000 23,000 37,750 (2) 6,015
V.P., Sales .............................. 1994 86,002 0 0 5,599
1993 79,617 27,370 50,188 5,293
James H. Kelly, .......................... 1995 95,000 23,000 37,750 (2) 5,994
V.P. Product ............................. 1994 86,002 0 0 5,578
Development .............................. 1993 79,617 27,370 50,188 5,272
Ira S. Crawford, ......................... 1995 84,500 20,750 37,750 (2) 5,548
V.P., Administration, .................... 1994 78,000 0 0 5,358
Secretary ................................ 1993 75,000 27,370 50,188 5,258
4
(1) The Corporation awarded an aggregate of 20,900 shares of
Restricted Stock in 1995, no shares in 1994 and 27,500 shares in 1993.
Restricted Stock vests in 20% increments over a five-year period. Dividends
are paid on Restricted Stock.
(2) The aggregate number of shares of Restricted Stock held by the
Named Executive Officers as of October 29, 1995, and the value of such
shares, were as follows: Mr. Bernard C. Wampler, 19,000 $320,625; Mr. John G.
Wampler, 5,650 $95,344; Mr. Chrisley, 4,750 $80,156; Mr. Kelly, 4,750
$80,156; and Mr. Crawford, 4,750 $80,156.
(3) "All Other Compensation" for 1995 includes the following: (a)
the Corporation's premium payments on life insurance policies for each of the
Named Executive Officers: Mr. B.C. Wampler, $3,600; Mr. J.G. Wampler, $1,020;
Mr. Chrisley, $1,296; Mr. Kelly, $1,275; and Mr. Crawford, $1,334; and (b)
the Corporation's 60% matching contribution under the corporation's Salaried
Employees' Stock Purchase Plan; Mr. B.C. Wampler, $12,800; Mr. J.G. Wampler,
$6,222; Mr. Chrisley, $4,544; Mr. Kelly, $4,544; and Mr. Crawford, $4,039.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to the Named
Executive Officers concerning their exercise of options and SARs during 1995,
and unexercised options and SARs held by them on October 29, 1995.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END
OPTIONS/SAR VALUE
Number of Value of
Securities Underlying Unexercised
Unexercised In-The-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($) (1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
Bernard C. Wampler -0- -0- 40,000(1)E $5,000 E
John G. Wampler -0- -0- 10,000(1)E 1,249 E
Randolph V. Chrisley -0- -0- 15,000(1)E 1,249 E
Ira S. Crawford -0- -0- 7,500(1)E 0
James H. Kelly -0- -0- 15,000(1)E 1,249 E
The value of unexercised in-the-money options/SAR's represents the
positive spread between October 29, 1995, closing price of the Corporation's
Common Stock and the exercise price of any Unexercised Options/SAR's.
5
RETIREMENT BENEFITS
The following table illustrates the estimated aggregate annual
retirement benefits payable under the Corporation's funded retirement plan to
covered participants (including the Named Executive Officers) retiring at age
65, determined as of October 29, 1995, to persons with specified earnings and
years of benefit service.
Estimated Annual Retirement Benefit at 65 under plan
Years of Credited Service
Final Average
Earnings 10 15 20 25 30 35 40
$ 50,000.. $ 3,067 $ 4,630 $ 6,173 $ 7,717 $ 9,260 $ 9,260 $ 9,260
$100,000.. 7,253 10,880 14,507 18,133 21,760 22,829 24,304
$150,000.. 11,420 17,169 23,226 29,282 35,339 37,183 39,606
$200,000.. 14,423 22,849 31,275 39,701 48,126 51,204 54,574
$250,000.. 17,420 28,214 39,009 49,804 60,598 65,100 69,418
$300,000.. 18,841 32,005 45,168 58,332 71,496 78,366 83,632
$350,000.. 20,263 35,795 51,328 66,860 82,393 91,632 97,845
The above amounts are stated as payments in the form of straight-life
annuity. The amounts are subject to a reduction for social security benefits and
deferred compensation arrangements. Final Average Earnings are defined as the
average of the highest five consecutive years' salary and bonus. The years of
credited service for Bernard C. Wampler, John G. Wampler, Ira S. Crawford,
Randolph V. Chrisley and James H. Kelly, as of October 29, 1995, were 40, 12,
18, 26 and 27, respectively.
Supplemental Executive Retirement Plan. The Corporation adopted a
nonqualified and unfunded supplemental executive retirement plan to
provide key management employees, designated by the board of Directors, a
benefit of 70% of the average of the employee's highest five consecutive
years' compensation offset by the employee's benefits entitlement under other
pension plans, social security and deferred compensation plans with the
Corporation (including the deferred compensation agreement with Bernard C.
Wampler described below). It is anticipated that all of the Named Executive
Officers o f the Corporation will participate in the supplemental executive
retirement plan and that, except upon approval by the Board of Directors,
receipt of benefits under the plan will be conditioned upon employment with the
Corporation until at least age 65.
Deferred Compensation Agreement. The Corporation has entered into a
deferred compensation agreement with Bernard C. Wampler, Chairman of the Board
and Chief Executive Officer. The deferred compensation agreement provides that,
beginning on the first day of the second month following the later of the month
in which (a) Mr. Wampler attains the age of 65 or (b) Mr. Wampler's employment
by the Corporation ceases (otherwise than from his voluntary resignation as
Chief Executive Officer), the Corporation will pay Mr. Wampler, his designees or
his estate $4,000 per month for a number of months equal to one-half of the
number of months elapsed from May 1, 1956, to the later of the date Mr. Wampler
attains the age of 65 or the date Mr. Wampler ceases to be employed by the
Corporation. As of this date, no payments have been made under the agreement.
6
REPORT OF COMPENSATION COMMITTEE
The Corporation's Compensation Committee (the "Committee"), whose
members are all non-employee directors of the Corporation, administers the
Corporation's executive compensation program. The program consists of several
elements: base salary, cash-based incentive compensation and stock-based
incentive compensation. The overall objectives of the Corporation's executive
compensation program are:
* to provide a total compensation package that will enable the
Corporation to attract and retain qualified executives;
* to reward executives for achieving corporate and personal
performance goals; and
* to align executives' financial interests with the interest of the
Corporation's shareholders by encouraging executive stock
ownership.
Base Salary
The Committee recommends for board consideration base salaries
based on (i) an evaluation of each executive's contributions to the
achievement of corporate performance goals; (ii) each executive's time in
service and level of responsibility; and (iii) the inflation rate.
Cash-Based Incentive Compensation
The Committee awards annual cash-based incentive compensation to
executive officers pursuant to the Corporation's Production Bonus Plan,
Administrative Bonus Plan and the Bonus Plan for the Chief Executive Officer of
the Corporation.
The Production Bonus Plan provides that key production personnel of
the Corporation may earn cash bonuses equal to a percentage of annual base
salary (not to exceed 35%) based upon the Corporation's earnings performance,
the attainment of certain plant production variances and the achievement of
personal performance objectives established by the Chief Executive Officer.
The Administrative Bonus Plan provides that key administrative
personnel of the Corporation, including executive officers, may earn cash
bonuses equal to a percentage of annual base salary (not to exceed 35%) based
upon the Corporation's earnings performance and the achievement of personal
performance objectives established by the Chief Executive Officer.
The Plan for the Chief Executive Officer of the Corporation provides
that the Chief Executive Officer of the Corporation may earn a cash bonus equal
to a percentage of annual base salary (not to exceed 50%) based on the
Corporation's earnings performance and the Chief Executive Officer's achievement
of personal performance objectives. For the fiscal year 1995, the Committee
recommended that Mr. Bernard C. Wampler be awarded a bonus of $125,000 under
this Plan. This award represents the Committee's evaluation of Mr. Wampler's
contribution to the Corporation's performance during the past year, despite the
economic challenges facing the Corporation and most other furniture companies.
The bonus award reflects the Committee's view that the Chairman's performance
during the year has been effective, with concentration on marketing, pricing,
and maintaining a close watch on the creditworthiness of the Corporation's
customers. The Committee concluded that Mr. Wampler's efforts had a significant
positive effect on the Corporation's profitability for the year (and for the
future), resulting in a substantial increase in earnings per share from the
prior year and in long-term benefits to the Corporation.
Stock-Based Incentive Compensation
The Committee awards the executive officers stock-based incentive
compensation pursuant to the Corporation's Stock Incentive Plan (the "Stock
Plan"). Under the Stock Plan, in November, 1994, the Committee offered Incentive
Awards to the executive officers of the Corporation whereby such officers could
receive awards of Restricted Stock if the Corporation achieved certain levels of
earnings per share in fiscal 1995. Based upon the earnings for fiscal 1995, Mr.
Bernard C. Wampler received 8,000 shares under the plan, Mr. John G. Wampler
received 2,900 shares, and Messrs. Chrisley, Crawford, Gibbs, Kelly and Peele
each received 2,000 shares.
Clifford A. Cutchins, III
John D. Munford
Harry H. Warner
Hugh V. White, Jr., Chairman
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS.
Hugh V. White, Jr., is a partner in the law firm of Hunton &
Williams, counsel to the Corporation, and chairman of the Compensation Committee
of the Board of Directors of the Corporation. The amount of fees paid by the
Corporation to Hunton & Williams during the Corporation's l995 fiscal year was
less than one percent of the gross revenues of Hunton & Williams for the firm's
most recent fiscal year.
8
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to Pulaski Furniture Corporation's
shareholders during the five-year period ended October 29, 1995, as compared
with the NASDAQ Non-financial Index and the Media-General Industry Peer Group
Index.
[graph goes here]
10-95 10-94 10-93 10-92 10-91 10-90
Pulaski Furniture Corporation 118 135 122 108 98 100
NASDAQ/Non-financial index 216 197 239 179 157 100
Media-General Industry Peers 302 270 231 179 169 100
*Total return assumes reinvestment of dividends.
** Assumes $100 invested October 31, 1990.
The industry peer group is comprised of the following 12 companies
whose primary business is the manufacture of wood household furniture: Ameriwood
Industries, Bassett Furniture, Bush Industries, Chromcraft Revington, DMI
Furniture, Ethan Allen Interiors, Interco, Ladd Furniture, Masco, O'Sullivan
Industries, Stanley Furniture, and Wellington Hall.
9
INFORMATION CONCERNING THE CORPORATION'S AUDITORS
The Corporation's financial statements for the 1995 fiscal year were
examined by Ernst & Young LLP. The Board of Directors of the Corporation has
elected to have Ernst & Young LLP continue as the independent auditors of the
financial statements of the Corporation for the 1996 fiscal year. A
representative of Ernst & Young LLP will be present at the annual meeting of
stockholders, will have an opportunity to make a statement, and will be
available to answer appropriate questions.
MATTERS TO BE PRESENTED AT THE
1997 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder wishing to make a proposal to be acted upon at the
annual meeting of stockholders in 1997 must present such proposal in writing to
the Corporation at its principal executive office in Pulaski, Virginia, no later
than September 10, 1996.
OTHER MATTERS
The Corporation's Annual Report on Form 10-K filed with the Securities
and Exchange Commission is available to stockholders, without charge, upon
request to the Secretary or Assistant Secretary of the Corporation, P. O. Box
1371, Pulaski, Virginia 24301.
As of the date of this statement, management of the Corporation knows
of no business which will be presented for consideration at the meeting other
than that stated in the notice of the meeting. As to other business, if any, and
matters incident to the conduct of the meeting that may properly come before the
meeting, it is intended that the proxies in the accompanying form will be voted
in respect thereof in accordance with the best judgment of the person or persons
voting the proxies.
Stockholders, whether or not they expect to attend the meeting in
person, are requested to date and sign the enclosed proxy and return it to the
Corporation. Please sign exactly as your name appears on the accompanying proxy.
The proxy is revocable at any time before it is exercised at the meeting.
IRA S. CRAWFORD
Secretary
January 8, 1996
10
NOTICE
of
ANNUAL MEETING
of
STOCKHOLDERS
and
PROXY STATEMENT
--------------------
Time:
Friday, February 9, 1996 at 10:00 a.m.
Place:
Roanoke Airport Marriott
Roanoke, Virginia
--------------------
[Pulaski Logo]
[Pulaski Logo] Pulaski, Virginia 24301
PULASKI FURNITURE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard C. Wampler, Harry H. Warner and
John W. Stanley and each of them as proxies (and if the undersigned is a proxy,
as substitute proxies), each with the power to appoint his substitute, and
hereby authorizes each of them to vote as designated below all the shares of
Common Stock of Pulaski Furniture Corporation held of record by the undersigned
on December 15, 1995 at the annual meeting of stockholders to be held on
February 9, 1996 or any adjournment thereof.
1. ELECTION OF DIRECTORS for the terms specified in the Proxy Statement.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Harry J.G. van Beek, Bernard C. Wampler and Harry H. Warner
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE BELOW.)
__________________________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, guardian or agent, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
Signature________________________________
Signature________________________________
Date_______________________________, 1996
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE