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SCHEDULE 14A
(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 (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 sec. 240.14a-11(c) or sec. 240.14a-12
FRIEDMAN INDUSTRIES, INCORPORATED
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(Name of Registrant as Specified in its Charter)
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(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)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FRIEDMAN INDUSTRIES, INCORPORATED
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Shareholders of Friedman Industries, Incorporated:
The Annual Meeting of Shareholders of Friedman Industries, Incorporated
(the "Company") will be held at the offices of Fulbright & Jaworski L.L.P., 1301
McKinney, 51st Floor, Houston, Texas, on August 22, 1997, at 11:00 a.m. (local
time), for the following purposes:
(1) To elect a board of seven directors for the ensuing year.
(2) To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on July 11, 1997, as
the record date for the determination of shareholders entitled to receive this
notice and to vote at the meeting.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
BEN HARPER
Secretary
July 25, 1997
Houston, Texas
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN
PERSON OR BY YOUR PROXY.
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FRIEDMAN INDUSTRIES, INCORPORATED
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PROXY STATEMENT
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FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 22, 1997
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Friedman Industries, Incorporated (the
"Company"), 4001 Homestead Road, Houston, Texas 77028 (telephone number
713-672-9433) to be used at the Annual Meeting of Shareholders to be held on
Friday, August 22, 1997 (the "Annual Meeting"), at the offices of Fulbright &
Jaworski L.L.P., 1301 McKinney, 51st Floor, Houston, Texas, for the purposes set
forth in the foregoing notice of the meeting. Properly executed proxies received
in time for the meeting will be voted as directed therein, unless revoked in the
manner provided hereinafter. As to any matter for which no choice has been
specified in a proxy, the shares represented thereby will be voted by the
persons named in the proxy (i) for the election as director of the nominees
listed herein; and (ii) in the discretion of such persons, in connection with
any other business that may properly come before the meeting. If the enclosed
form of proxy is executed and returned, it may nevertheless be revoked by the
shareholder at any time before it is exercised pursuant to either the
shareholder's execution and return of a subsequent proxy or the shareholder's
voting in person at the Annual Meeting.
At the close of business on July 11, 1997, there were 6,469,731 shares of
Common Stock, $1.00 par value, of the Company ("Common Stock") outstanding.
Holders of record of the Common Stock on such date will be entitled to one vote
per share on all matters to come before the Annual Meeting.
The holders of a majority of the total shares of Common Stock issued and
outstanding on the record date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Any unvoted position in a brokerage account will be considered as not
voted and will not be counted toward fulfillment of quorum requirements. The
shares held by each shareholder who signs and returns the enclosed form of proxy
will be counted for purposes of determining the presence of a quorum at the
Annual Meeting.
The enclosed form of proxy provides a means for shareholders to vote for
all of the nominees listed therein, to withhold authority to vote for one or
more of such nominees or to withhold authority to vote for all of such nominees.
The withholding of authority by a shareholder will have no effect on the results
of the election of those directors for whom authority to vote is withheld
because the Company's bylaws provide that directors are elected by a plurality
of the votes cast.
The Company's Annual Report to Shareholders for the year ended March 31,
1997, including financial statements, is enclosed with this proxy statement. The
Annual Report to Shareholders does not constitute a part of the proxy soliciting
materials. This proxy statement is being mailed on or about July 25, 1997, to
shareholders of record as of July 11, 1997.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The persons who are elected directors will hold office until the next
Annual Meeting of Shareholders and until their successors are elected and shall
qualify. The Board of Directors currently consists of seven members.
It is intended that the persons named in the enclosed proxy will vote for
the election of the seven nominees named below. The management of the Company
does not contemplate that any of such nominees will become unavailable to serve
as a director. However, should any nominee of management be unable to
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serve as a director or become unavailable for any reason, proxies which do not
withhold authority to vote for that nominee may be voted for another nominee to
be selected by management.
The following table sets forth the names of the nominees for election to
the Board of Directors, the principal occupation or employment of each of the
nominees, the period during which each nominee has served as a director of the
Company and the age of each nominee:
PRINCIPAL OCCUPATION AND DIRECTOR
BUSINESS EXPERIENCE FOR MORE SINCE AGE
NOMINEE THAN THE LAST FIVE YEARS ----- ---
Jack Friedman..................... Chairman of the Board and Chief Executive 1965 76
Officer of the Company
Harold Friedman................... Vice Chairman of the Board 1965 67
Charles W. Hall................... Partner, Fulbright & Jaworski L.L.P., 1974 67
Attorneys,
Houston, Texas
Alan M. Rauch..................... President, Ener-Tex International Inc. 1980 62
(oilfield equipment sales), Houston, Texas
Hershel M. Rich................... Private investor and business consultant, 1979 72
Houston, Texas
Henry Spira....................... Retired, former Vice President of the Company 1965 92
Kirk K. Weaver.................... President, Parkans International, L.L.C. 1981 52
(recycling services), Houston, Texas since
1996; also Chairman of the Board and Chief
Executive Officer, LTI Technologies, Inc.
(technical services), Houston, Texas
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Company's directors, executive officers and 10% shareholders must report to the
Securities and Exchange Commission certain transactions involving Common Stock.
Based solely on a review of the copies of the reports required pursuant to
Section 16(a) of the Exchange Act that have been furnished to the Company and
written representations that no other reports were required, the Company
believes that these filing requirements have been satisfied for the fiscal year
ended March 31, 1997.
DIRECTOR FEES
With the exception of Harold and Jack Friedman, directors are paid $500 per
quarter and receive annually 400 shares of the Company's Common Stock. Harold
and Jack Friedman receive no director fees. In addition, audit committee members
receive $500 for each committee meeting attended.
BOARD OF DIRECTORS AFFILIATIONS AND CONTROL PERSONS
Messrs. Harold Friedman and Jack Friedman are brothers and the nephews of
Mr. Spira. Mr. Hall is a partner with Fulbright & Jaworski L.L.P., legal counsel
for the Company.
Based on the amount of Common Stock owned by Messrs. Harold and Jack
Friedman, they may be deemed to be control persons of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
During fiscal 1997, the Board met seven times including telephonic
meetings. Messrs. H. Friedman and Rich attended all of the meetings. Messrs.
Spira and Weaver attended six of the meetings and Messrs. J. Friedman, Hall and
Rauch attended four of the meetings.
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The Board of Directors has an audit committee which consists of Messrs.
Hall, Rauch and Weaver. The audit committee discusses with the independent
accountants and management the scope of the audit examinations, reviews with the
independent accountants the audit budget, receives and reviews the Audit Report
submitted by the independent accountants, reviews with the independent
accountants internal accounting and control procedures and recommends
independent accountants for appointment as auditors. The audit committee did not
meet in fiscal 1997.
The Board of Directors has a compensation committee composed of Messrs.
Rich, Rauch and Weaver. The compensation committee considers and recommends for
approval by the Board of Directors adjustments to the compensation of the
executive officers of the Company and the implementation of any compensation
program. The compensation committee met one time in fiscal 1997 with Messrs.
Rich, Rauch and Weaver attending the meeting.
The Board does not have a nominating committee. Board of Directors nominees
are proposed by management.
EXECUTIVE COMPENSATION
REMUNERATION OF OFFICERS
The following table sets forth the aggregate amount of remuneration paid by
the Company for the three fiscal years ended March 31, 1997, 1996, and 1995 to
each of the Company's five most highly compensated executive officers, including
the Chief Executive Officer (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL ------------ ALL
COMPENSATION SECURITIES OTHER
------------------- UNDERLYING COMPEN-
NAME AND SALARY BONUS(1) OPTIONS/SARS SATION(3)
PRINCIPAL POSITION YEAR ($) ($) (#)(2) ($)
------------------ -------- -------- -------- ------------ ---------
Jack Friedman, 1997 110,000 87,293 -- 2,188
Chairman of the Board and Chief Executive Officer 1996 110,000 68,586 -- 2,320
1995 110,000 57,624 -- 4,413(4)
Harold Friedman, 1997 106,700 87,293 -- 16,453(4)
Vice Chairman of the Board 1996 106,700 68,586 -- 16,585(4)
1995 106,700 57,624 -- 16,519(4)
William E. Crow 1997 79,000 127,940 100,000 2,188
President and Chief Operating Officer 1996 71,500 82,897 -- 2,320
1995 61,000 57,624 -- 2,254
Ben Harper 1997 71,500 107,617 100,000 2,188
Senior Vice President -- Finance and 1996 67,125 75,741 -- 2,320
Secretary/Treasurer 1995 61,000 57,624 -- 2,254
Thomas Thompson 1997 71,500 107,617 100,000 2,188
Senior Vice President -- Sales and Marketing 1996 67,125 75,741 -- 2,320
1995 61,000 57,624 -- 2,254
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(1) Includes performance and Christmas bonuses both of which are paid at the
direction of the Board of Directors.
(2) Does not include any anti-dilution adjustments as a result of the 5% stock
dividends paid by the Company in May 1996 and 1997.
(3) Reflects payments made to the Company's profit sharing plan for the benefit
of each officer listed.
(4) Also includes life insurance premiums paid by the Company of $2,159 in 1995,
on the life of Jack Friedman and $14,265 in each of 1997, 1996 and 1995 on
the life of Harold Friedman. Under the terms of
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the policies, in the event of their death, the Company will receive the
cash surrender value of the policies and the remaining proceeds will be
paid to the beneficiaries designated by Jack or Harold Friedman.
The following chart summarizes information relating to options granted to
the Named Executive Officers during the year ended March 31, 1997.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
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NUMBER
OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/ EXERCISE
OPTIONS/ SARS OR BASE
SARS GRANTED TO PRICE
GRANTED EMPLOYEES ($/SH) EXPIRATION
NAME (#)(1) IN FISCAL YEAR (1) DATE 5% ($) 10% ($)
- --------------------------- ------ ---- ---- -------- ------- -------
Jack Friedman -- -- -- -- -- --
Harold Friedman -- -- -- -- -- --
William E. Crow 49,789 15.1 3.63 4/12/06 143,670 335,825
57,582 18.3 5.30 11/19/06 216,550 525,591
Ben Harper 30,098 9.1 3.63 4/12/06 86,850 203,010
76,335 24.2 5.30 11/19/06 287,075 696,762
Thomas Thompson 30,098 9.1 3.63 4/12/06 86,850 203,010
76,335 24.2 5.30 11/19/06 287,075 696,792
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(1) The options granted to each of Messrs. Crow, Harper and Thompson contain
customary anti-dilution provisions in the event of certain changes to the
Company's capital structure, including the issuance of a stock dividend. The
number of shares subject to options and exercise prices shown in the above
table reflect the adjustment to the number of shares and exercise price as a
result of the 5% stock dividends paid by the Company in May 1996 and 1997.
The following chart summarizes certain information relating to options
exercised by the Named Executive Officers during the year ended March 31, 1997
as well as the value of options held by the Named Executive Officers at March
31, 1997.
AGGREGATED OPTION/SAR EXERCISE IN FISCAL 1997 AND VALUE TABLE AT
MARCH 31, 1997
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS
ON REALIZED MARCH 31, 1997 AT MARCH 31, 1997(2)
NAME EXERCISE ($) EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE
---- -------- -------- ---------------------------- -------------------------
Jack Friedman -- -- -- --
Harold Friedman -- -- -- --
William E. Crow 13,401 51,196 49,789/57,582 $105,553/$25,912
Ben Harper 5,000 14,888 38,919/76,335 $ 98,033/$34,351
Thomas Thompson 13,401 45,346 30,098/76,335 $ 63,808/$34,351
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(1) Reflects the effects of anti-dilution adjustments as a result of the 5%
stock dividends paid by the Company in May 1996 and 1997.
(2) Based on the closing price of the Common Stock on March 31, 1997, as a
reported by the American Stock Exchange, Inc.
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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
WITH RESPECT TO COMPENSATION OF EXECUTIVE OFFICERS
Historically, the profits of the Company have been a principal factor in
determining the compensation of the Company's executive officers. The Committee
believes that the Company's net profit constitutes a significant measure of the
performance of the Company and should have a significant effect on executive
officer compensation. Accordingly, each of the Company's executive officers,
including the Chief Executive Officer, receives a base salary that the Committee
believes is modest in comparison to salaries received by persons holding similar
offices with other publicly held companies, plus a quarterly cash bonus based on
a percentage of the Company's quarterly net income. During the fiscal year ended
March 31, 1996. The Board of Directors promoted Messrs. Crow, Harper and
Thompson to the positions of President and Chief Operating Officer, Senior Vice
President -- Finance and Senior Vice President -- Sales and Marketing,
respectively. In connection with such promotions, the base salary and bonus
percentage for such individuals were increased to reflect the additional
responsibilities assumed by them. No increases in the Chief Executive Officer's
or any other executive officer's base salary or bonus percentage were made
during fiscal 1997.
The Committee also believes that it is important for the Company's senior
executive officers to have a significant equity interest in the Company in order
to further align their interests with those of the Company's shareholders and,
therefore compensation in the form of cash and equity securities is appropriate.
Accordingly, the Company maintains various stock option plans in which its
executive officers, other than the Chief Executive Officer and Vice Chairman of
the Board, and other key employees participate. During fiscal 1997, the Stock
Option Committee granted to Messrs. Crow, Harper and Thompson in connection with
their respective promotions in 1996 options to purchase 100,000 shares each of
the Company's Common Stock. The options, which were granted pursuant the terms
of the Company's 1989 and 1996 Stock Option Plans, were issued at a price per
share equal to the market price per share on the date of grant. Because the
Chief Executive Officer and Vice Chairman already have significant equity
interests in the Company, the Committee believes that their interests are
already aligned with those of the Company's shareholders, and, therefore,
compensation solely in the form of cash, rather than cash and equity securities,
is appropriate.
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a
limitation on deductions that can be taken by a publicly held corporation for
compensation paid to certain of its executive officers. Under Section 162(m), a
deduction is denied for compensation paid in a tax year beginning on or after
January 1, 1994, to the Named Executive officers to the extent that such
compensation exceeds $1 million per individual. Stock option grants pursuant to
the Company's employee benefit plans may be exempt from the deduction limit if
certain requirements are met.
The Committee has considered the effect of Section 162(m) on the Company's
existing compensation program. Although certain grants of stock options to the
Company's Named Executive Officers may not be exempt from the Section 162(m)
deduction limitation, the Committee believes that for the forseeable future, the
compensation received by its covered executives will be within the limits of
deductibility.
July 23, 1997
Alan M. Rauch
Hershel M. Rich
Kirk K. Weaver
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Alan M. Rauch, Hershel M. Rich
and Kirk K. Weaver, all of whom are outside directors. During the fiscal year
ended March 31, 1997, no executive officer of the Company served as (i) a member
of the compensation committee of another entity, one of whose executive officers
served as a director of the Company or (ii) a director of another entity, one of
whose executive officers served as a member of the Compensation Committee.
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PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total shareholder return on the Common Stock with the total
cumulative return on the American Stock Exchange Market Value Index ("MVI") and
the Standard & Poor's Industrial Index ("SPIN") for each fiscal year indicated.
The graph is based on the assumption that $100 is invested in the Common Stock
of the Company, the MVI and the SPIN on the last day of fiscal 1992 and that all
dividends are reinvested. In the Company's Proxy Statement for the 1996 Annual
Meeting of Stockholders, the Company compared the five-year cumulative return
for the Common Stock to the cumulative return on the American Stock Exchange
Capital Goods Index ("CGI"), which is no longer published by the AMEX. The
Company has replaced the CGI with the SPIN, which the Company considers an
appropriate peer group.
COMPARISON OF 5 YEAR CUMULATIVE RETURN
FRIEDMAN AMERICAN STOCK
MEASUREMENT PERIOD INDUSTRIES, EXCHANGE MARKET STANDARD & POOR'S
(FISCAL YEAR COVERED) INCORPORATED VALUE INDEX INDUSTRIAL INDEX
1992 100.00 100.00 100.00
1993 93.44 107.19 107.82
1994 143.78 112.17 108.54
1995 155.31 117.56 124.27
1996 149.45 144.64 158.66
1997 245.53 147.06 185.20
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities Exchange Act of 1934 or to the
liabilities of Section 18 under such Act.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning the
beneficial ownership of Common Stock by each director, nominee for director,
named executive officer and officers and directors as a group and persons who
owned of record more than 5% of the Common Stock as of June 30, 1997:
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OF SHARES
NAME OWNERSHIP(A) OUTSTANDING
---- ----------------- -----------
Jack Friedman.............................................. 1,087,020 16.8%
P.O. Box 21147
Houston, Texas 77226
Harold Friedman............................................ 1,178,459 18.2%
P.O. Box 21147
Houston, Texas 77226
Dimensional Fund Advisors Inc.............................. 395,510(b) 6.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Henry Spira................................................ 252,963 3.9%
Charles W. Hall............................................ 3,132 *
Alan M. Rauch.............................................. 26,623 *
Hershel M. Rich............................................ 45,868(c) *
Kirk K. Weaver............................................. 3,515 *
William E. Crow............................................ 141,626(d) 2.2%
Ben Harper................................................. 142,934(d) 2.2%
Thomas Thompson............................................ 127,959(d)(c) 1.9%
Officers and directors as a group (12 persons)............. 3,049,646(c)(e) 44.7%
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* Less than 1%.
(a) Based upon information obtained from the officers, directors, director
nominees and beneficial owners. Includes all shares beneficially owned
according to the definition of "beneficial ownership" in the rules
promulgated under to the Securities Exchange Act of 1934. Except as
otherwise indicated, the indicated person has sole voting and investment
power with respect to the shares. To the Company's knowledge, the only
other record owner of Common Stock having more than 5% of the voting power
of such class of security is Cede & Co. The Company is informed that Cede &
Co. is a nominee name for The Depository Trust Company, a stock clearing
corporation. The shares of Common Stock held by Cede & Co. are believed to
be held for the accounts of various brokerage firms, banks and other
institutions, none of which, to the Company's knowledge, owns beneficially
more than 5% of the Common Stock except as described above.
(b) Based upon information contained in a Schedule 13G dated February 5, 1997,
and otherwise received from the listed owner, Dimensional Fund Advisors
Inc. ("Dimensional"). Dimensional, a registered investment advisor, is
deemed to have beneficial ownership of 395,510 shares of the Company's
Common Stock as of December 31, 1996, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(c) Does not include 21,248 shares and 3,837 shares beneficially owned and voted
by the spouses of Mr. Rich and of Mr. Thompson, respectively, as to which
shares beneficial ownership is disclaimed.
(d) Includes 107,371 shares, 115,254 shares and 106,433 shares for Messrs. Crow,
Harper and Thompson, respectively, all of which are subject to acquisition
within 60 days.
(e) Includes 357,200 shares that are subject to acquisition within 60 days.
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RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Ernst & Young LLP served as the Company's independent accountants for the
1997 fiscal year and has been recommended by the audit committee to so serve for
the current year. Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting, shall have the opportunity to make a statement if
they so desire and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be included in the Company's proxy
statement and form of proxy for the 1998 Annual Meeting of Shareholders must be
received at the Company's principal offices at 4001 Homestead Road, Houston,
Texas 77028 on or before April 2, 1998.
GENERAL
Management knows of no other matter to be presented at the meeting. If any
other matter should be presented upon which a vote may properly be taken, it is
intended that shares represented by the proxies in the accompanying form will be
voted with respect thereto in accordance with the best judgment of the person or
persons voting such shares.
The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
directors, officers and regular employees of the Company may solicit the return
of proxies by telephone, telegram or personal interviews.
By Order of the Board of Directors,
BEN HARPER
Secretary
July 25, 1997
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FRIEDMAN INDUSTRIES, INCORPORATED
PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Friedman Industries, Incorporated (the "Company") hereby appoints Jack
P Friedman and Harold Friedman, and each of them, proxies of the undersigned, with full power of
R substitution, to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of
O Fulbright & Jaworski L.L.P., 1301 McKinney, 51st Floor, Houston, Texas, on August 22, 1997, at 11:00
X a.m. (local time), and at any adjournment thereof, the number of votes which the undersigned would be
Y entitled to cast if personally present.
(1) Election of directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
J. Friedman, H. Friedman, H. Spira, K. Weaver, A. Rauch, H. Rich and C. Hall
(2) In their discretion the proxies are authorized to vote on such other matters as may properly come
before the meeting or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
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PLEASE
SIGN
ON
REVERSE
SIDE
AND
RETURN
IN THE
ENCLOSED
ENVELOPE
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(CONTINUED FROM OTHER SIDE)
For additional disclosure, please see the Notice of Annual Meeting
of Shareholders and the Proxy Statement each dated July 25, 1997
relating to such meeting, receipt of which is hereby acknowledged.
UNLESS OTHERWISE DIRECTED BY THE SHAREHOLDER, THIS PROXY WILL BE
VOTED FOR THE DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE. ANY PROXY
OR PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED ARE HEREBY REVOKED.
If your address below is incorrect, please make necessary changes
on this proxy.
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Signature of Shareholder(s)
Please sign your name here
exactly as it appears
hereon. Joint owners should
each sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as it appears
hereon.
Dated , 1997
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