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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Rule 14a-12
EDUCATIONAL DEVELOPMENT CORPORATION
- --------------------------------------------------------------------------------
(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)(1) 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:
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[ ] 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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(4) Date Filed:
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EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE
TULSA, OKLAHOMA 74146-6515
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 26, 2001
TO THE SHAREHOLDERS OF
EDUCATIONAL DEVELOPMENT CORPORATION:
The 2001 Annual Meeting of Shareholders of Educational Development
Corporation, a Delaware Corporation ("EDC" or the "Company"), will be held June
26, 2001, at 2:00 P.M., at the Sheraton Tulsa, 10918 East 41st Street, Tulsa,
Oklahoma, for the following purposes:
1. To elect one nominee as Class III Director;
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on May 4, 2001 are
entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, you are requested to sign and return the enclosed proxy as
promptly as possible in the enclosed postage paid envelope. You may revoke your
Proxy at any time before it is exercised at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ RANDALL W. WHITE
CHAIRMAN OF THE BOARD AND PRESIDENT
TULSA, OKLAHOMA
MAY 21, 2001
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EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE
TULSA, OKLAHOMA 74146-6515
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the management of EDUCATIONAL DEVELOPMENT CORPORATION, a Delaware
corporation (the "Company" or "EDC"), for use at the Annual Meeting of
Shareholders of the Company to be held at the Sheraton Tulsa, 10918 East 41st
Street, Tulsa, Oklahoma, on Tuesday, June 26, 2001, commencing at 2:00 P.M., and
at all continuations and adjournments thereof. This Proxy Statement and
accompanying form of Proxy are first being mailed to shareholders on or about
May 21, 2001.
SOLICITATION OF PROXIES
A shareholder giving a Proxy has the power to revoke it at any time before
its exercise. A Proxy may be revoked by filing with the Secretary of the Company
a written revocation or a duly executed Proxy bearing a later date. A Proxy will
be suspended if the shareholder who executed it is present at the meeting and
elects to vote in person.
This solicitation is made on behalf of the Board of Directors of the
Company. The cost of soliciting these Proxies will be borne by the Company. In
addition to solicitation by mail, the Company may make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to forward
Proxies and proxy material to their principals and may reimburse them for their
expenses in so doing. Certain officers and employees of the Company may solicit
Proxies by telephone, facsimile or personally from some shareholders whose
Proxies are not promptly received. Such officers and employees will receive no
compensation other than their regular salaries, but they will be reimbursed for
any expenses incurred in making such solicitation. Properly executed Proxies in
the accompanying form which are filed before the meeting and not revoked will be
voted in accordance with the directions and specifications contained therein.
VOTING SECURITIES
The Company's $.20 par value common stock is the only class of capital
stock authorized by its Amended and Restated Certificate of Incorporation. The
number of shares which may be voted at the meeting or any adjournment thereof is
3,912,000 shares, which was the number outstanding as of May 4, 2001, the record
date. Each shareholder is entitled to one vote for each share held except that
cumulative voting is authorized with respect to the election of directors. In
other words, solely for the purpose of electing directors, each share will
entitle the holder thereof to a number of votes equal to the number of directors
being elected and each shareholder may cast all of his votes for a single
nominee, or may distribute them among any two or more nominees. The presence in
person or by proxy of the holders of a majority of the shares issued and
outstanding at the meeting will constitute a quorum for the transaction of
business. Votes will be tabulated by an inspector of election appointed by the
Board of Directors of the Company.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of May 4, 2001, the following were the only persons known to management
of the Company to be beneficial owners of more than five percent of the
Company's outstanding common stock. Unless otherwise noted, the persons named
below have sole voting and investment power with respect to such shares.
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Name and Address of Amount of Beneficial Percent of
Beneficial Owner Ownership Class (1)
---------------- -------------------- ---------
Randall W. White
10385 South 76th E. Ave.
Tulsa, Oklahoma 74133 843,493(2) 20.1%
Robert D. Berryhill
P.O. Box 1120
Bixby, Oklahoma 74008-1120 375,000(3) 9.6%
- ----------
(1) The Percent of Class was calculated on the basis of the number of
outstanding shares plus the number of shares which may be acquired pursuant
to currently exercisable stock options, however, shares which may be
acquired by such person pursuant to currently exercisable stock options are
not deemed outstanding for purposes of computing the Percent of Class of
shares beneficially owned by any other person.
(2) Includes 275,200 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(3) Includes 10,000 shares as to which Mr. Berryhill has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of May 4, 2001, the directors and nominees of the Company and the
directors and executive officers of the Company as a group were the beneficial
owners of the following amount of shares of common stock of the Company.
Unless otherwise noted, the persons named below have sole voting and investment
power with respect to such shares.
NAMES OF DIRECTORS AND AMOUNT OF BENEFICIAL PERCENT OF
NOMINEES AND IDENTITY OF GROUP OWNERSHIP CLASS (1)
- ------------------------------ -------------------- ----------
G. Dean Cosgrove 30,000(2) .8%
John M. Lare 30,850(2) .8%
James F. Lewis 93,160(2) 2.4%
Robert D. Berryhill 375,000(2) 9.6%
Randall W. White 843,493(3) 20.1%
All directors and executive officers 1,558,532(4) 35.8%
as a group (8 persons)
(1) The Percent of Class was calculated on the basis of the number of
outstanding shares plus the number of shares which may be acquired by such
person or group pursuant to currently exercisable stock options, however,
shares which may be acquired by such person or group pursuant to currently
exercisable stock options are not deemed outstanding for purposes of
computing the Percent of Class for shares beneficially owned by any other
person or group.
(2) Includes 10,000 shares each as to which Messrs. Berryhill, Cosgrove, Lare
and Lewis have the right to acquire beneficial ownership through the
exercise of currently exercisable stock options.
(3) Includes 275,200 shares as to which Mr. White has the right to acquire
beneficial ownership through the exercise of currently exercisable stock
options.
(4) Includes 435,200 shares as to which all directors and executive officers
have the right to acquire beneficial ownership through the exercise of
currently exercisable stock options.
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NUMBER OF DIRECTORS
The Amended and Restated Certificate of Incorporation and By-laws of the
Company provide that the number of directors which shall constitute the whole
Board of Directors shall not be less than three (3) nor more than fifteen (15).
Within said limits, the number of directors shall be determined by resolution
of the Board of Directors or by the shareholders at the annual meeting. The
Board of Directors has adopted a resolution establishing five (5) as the number
of directors of the Company.
ELECTION OF DIRECTORS
In accordance with the Amended and Restated Certificate of Incorporation
and By-laws of the Company, the directors are divided into three classes, Class
I, Class II and Class III, and are elected for a full term of office expiring at
the third succeeding annual shareholders meeting following the election to
office and when a successor is duly elected and qualified. The By-laws provide
that such classes shall be as nearly equal in number as possible. The term of
office of Class III directors expires at the annual meeting of shareholders to
be held on June 26, 2001, the term of office of Class I directors expires at the
annual meeting of shareholders in 2002 and the term of office of Class II
directors expires at the annual meeting of shareholders in 2003. At the Annual
Meeting of Shareholders announced herein, one director shall be chosen to serve
as Class III director. He will be elected for a full term of office expiring at
the annual meeting of shareholders in 2004, and will serve until a successor or
successors are duly elected and qualified. Unless authority to do so is
withheld, the persons named as proxies in the accompanying form of Proxy will
vote the shares represented thereby for the following nominee designated by the
Board of Directors to serve as Class III director. Although it is not
anticipated that the nominee will be unwilling or unable to serve, if the
nominee should decline or be unable to act as a director, the persons named as
proxies in the accompanying form of Proxy may, unless authority to do so is
withheld, vote for any substitute nominee proposed by the Board of Directors.
The business experience shown for the nominee has been his principal occupation
for at least the past five years.
The affirmative vote of a plurality of the shares present in person or by
proxy at the meeting and entitled to vote is required for the election of
directors. An abstention from voting will be tabulated as a vote for the
election of directors and will be included in computing the number of shares
present for purposes of determining the presence of a quorum for the meeting.
NOMINEE
DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE CLASS SINCE
---------------------------- --- ----- -----
RANDALL W. WHITE 59 III 1984
Chairman of the Board of EDC since September 1986, President
of EDC since January 1986, and Treasurer of EDC since February
1984. From February 1980 until joining EDC in January 1983,
Mr. White served as the Chief Financial Officer of Nicor
Drilling Company, Tulsa, Oklahoma, an oil and gas drilling
company.
CONTINUING DIRECTORS
DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE CLASS SINCE
---------------------------- --- ----- -----
JOHN M. LARE 54 I 1986
President of Pegasus Foods, Inc., an owner and operator of
Mexican quick service restaurants since March, 1995. From
October, 1992 to January, 1995, Mr. Lare was a Director and
Vice President - Finance and Administration for Webco
Industries, Inc., a manufacturer and distributor of steel
tubing. From 1989 to October 1992, Mr. Lare was a Principal
for Pegasus Venture Capital and the Argent Group, investment
banking and leverage buyout firms.
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AGE CLASS SINCE
--- ----- -----
JAMES F. LEWIS 59 I 1992
CEO of The Lewis Companies Inc., a Tulsa based holding firm
that owns or controls the following firms: Oil Capital
Electric Inc., KBL Inc., FCE Inc., OMNI Mechanical Services,
Engineering Design Group Inc. and various real estate
holdings. He has been the CEO for the past twenty-seven years.
He serves on the Oklahoma Bank IV advisory board of directors.
ROBERT D. BERRYHILL 55 II 1986
Private Investor. Vice Chairman of the Board of EDC since
October 1986. He was President of Original Chili Bowl, Inc.,
Tulsa, Oklahoma, a food manufacturing business, from August
1965 until January, 1992, and was Vice President thereof for
five years prior to his election as President.
G. DEAN COSGROVE 67 II 1986
Independent Consultant since 1985. He served as Financial Vice
President and Treasurer of Mapco Inc., Tulsa, Oklahoma, an
energy company, from May 1984 until July 1985, and served as
Vice President and Treasurer thereof from January 1981 until
May 1984.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended February 28, 2001, the Board of Directors held
four meetings. Each director attended all meetings of the Board of Directors,
except for Robert D. Berryhill who did not attend one meeting.
The only standing committees of the Board of Directors are described as
follows:
(i) The Executive Committee is responsible for assisting management
in establishing long-range plans, budgets and marketing and
development plans. The Executive Committee consists of Messrs.
Cosgrove, Berryhill and White. No separate meetings of this
committee were held during the fiscal year ended February 28,
2001, all committee actions having been taken by the Board of
Directors as a whole during the regular Board of
Directors' meetings.
(ii) The Compensation Committee is responsible for administering the
Company's 1992 Incentive Stock Option Plan. The Compensation
Committee consists of Messrs. Berryhill and Cosgrove. No separate
meetings of this Committee were held during the fiscal year ended
February 28, 2001, all committee actions having been taken by
the Board of Directors as a whole during the regular Board of
Directors' meetings.
(iii) The Audit Committee is composed of three independent directors
(as defined by NASDAQ). The Audit Committee consists of Messrs.
Cosgrove, Lare and Lewis. Their activities are governed by a
written charter (see Appendix A). The Audit Committee reviews the
Company's financial statements and any audit reports from the
independent accountants. The Audit Committee annually considers
the qualifications of the independent auditor of the Company and
makes recommendations to the Board on the engagement of the
independent auditor. No separate meetings of this Committee were
held during the fiscal year ended February 28, 2001, all
committee actions have been taken by the Board of Directors as a
whole during the regular Board of Directors' meetings. In May,
2001, the Audit Committee met with the independent accountants
(see Report of the Audit Committee elsewhere in this Proxy
Statement).
The Board of Directors has no nominating committee.
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COMPENSATION OF DIRECTORS
As compensation for all services rendered as a director of the Company, the
Company has a standard arrangement whereby a director who is not also an
officer of the Company is paid $250 for each directors' meeting attended in
person. Each director who is not also an officer of the Company and who is a
member of and who attends a meeting of one of the Committees of the Board of
Directors is paid $150 for such attendance. Directors are not paid for
directors' meetings or Committee meetings held by means of conference telephone
calls.
COMPLIANCE WITH SECTION 16(a)
Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, its executive officers, and any persons holding more than ten percent
of the Company's Common Stock are required to report their initial ownership of
the Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission and to furnish the Company with a copy of
each such report. Specific due dates for these reports have been established and
the Company is required to disclose in this proxy statement any failure to file
by these dates during and with respect to fiscal year 2001. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company, during and with respect to fiscal year 2001, all Section 16(a) filing
requirements were satisfied except the following: John M. Lare, a director of
the Company failed to file one report on a timely basis.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
compensation of the Company's President during the fiscal years ended February
28, 2001, February 29, 2000 and February 28, 1999.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- --------------------- -------
NAME OTHER ALL
AND ANNUAL RESTRICTED # OTHER
PRINCIPAL FISCAL COMPEN- STOCK OPTIONS/ LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION (1) AWARDS SARs PAYOUTS SATION
-------- ------ ------ ------- ---------- ---------- -------- ------- -------
Randall W. White 2001 $110,000 $20,000 $ -0- $ -0- -0- $ -0- $ -0-
Chairman of the 2000 $110,000 $20,000 $ -0- $ -0- -0- $ -0- $ -0-
Board, President 1999 $110,000 $20,000 $ -0- $ -0- -0- $ -0- $ -0-
and Treasurer
(1) Does not include the value of perquisites or other personal benefits
because the aggregate amount of such compensation, if any, did not exceed
the lesser of $50,000 or 10% of the annual salary and bonus in any of the
three fiscal years reported in the Summary Compensation Table.
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OPTION EXERCISES DURING FISCAL YEAR ENDED FEBRUARY 28, 2001
AND OPTION VALUES AT FEBRUARY 28, 2001
The following table sets forth certain information with respect to options
exercised by the Company's President during the fiscal year ended February 28,
2001, and the number and value of unexercised stock options held by him at the
end of the fiscal year.
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES ACQUIRED VALUE AT FY-END AT FY-END
NAME ON EXERCISE REALIZED(2) FEBRUARY 28, 2001(1) FEBRUARY 28, 2001 (3)
---- --------------- ----------- -------------------- ---------------------
Randall W. White -0- -0- 275,200 $ 177,500
(1) All unexercised options were exercisable as of February 28, 2001.
(2) Calculated by multiplying the number of shares acquired on exercise times
the difference between (a) the closing stock price of the Common Stock at
the exercise date and (b) the per share option exercise price.
(3) Calculated by multiplying the number of unexercised options times the
difference between (a) the closing stock price of the Common Stock at
February 28, 2001 and (b) the per share option exercise price.
COMPENSATION COMMITTEE REPORT
The executive compensation policy is subjective and not subject to specific
criteria. The compensation committee considers such factors as sales levels,
earnings per share levels and return on equity in determining executive
compensation.
Robert D. Berryhill
G. Dean Cosgrove
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors (the Committee) is comprised
of the three directors named below. Each member of the Committee is an
independent director as defined by NASDAQ rules. The Audit Committee's
activities are governed by a written charter adopted by the Board of Directors,
a copy of which is attached as Appendix A to this Proxy Statement. The Committee
has reviewed and discussed the Company's audited financial statements with
management, which has primary responsibility for the financial statements.
Deloitte & Touche LLP, the Company's independent auditor for fiscal year 2001,
is responsible for expressing an opinion on the conformity of the Company's
audited financial statements with accounting principles generally accepted in
the United States of America. The Committee has discussed with Deloitte & Touche
LLP the matters required to be discussed by Statement on Auditing Standards No.
61, "Communication with Audit Committees," as amended, which includes, among
other items, matters relating to the conduct of an audit of the Company's
financial statements. The Committee has received the written disclosures and the
letter from Deloitte & Touche LLP required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees" and has
discussed with Deloitte & Touche LLP their independence from the Company. Based
on the reviews and discussions referred to above, the Committee recommended to
the Board of Directors that the audited financial statements be
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included in the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 2001 and in the Company's fiscal year 2001 Annual Report to
Shareholders.
Submitted by the members of the Audit Committee of the Board of Directors,
G. Dean Cosgrove, Chairman
John M. Lare
James F. Lewis
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the Company's independent public
accountants for the fiscal year ended February 28, 2001. The firm of Deloitte &
Touche LLP has also been selected and approved by the Board of Directors as
independent public accountants to make an audit of the financial statements of
the Company for the fiscal year ended February 28, 2002. Representatives from
Deloitte & Touche LLP are expected to be present at the annual meeting of
shareholders, will be given the opportunity to make a statement if they so
desire, and will be available to respond to any appropriate questions.
The following table sets forth the aggregate fees billed to the Company for the
fiscal year ended February 28, 2001 by the Company's independent public
accountants, Deloitte & Touche LLP.
FINANCIAL INFORMATION
AUDIT FEES SYSTEMS DESIGN AND OTHER
(a) IMPLEMENTATION (b) TOTAL FEES
---------- --------------------- ------ ----------
$52,600 $ -- $7,000 $59,600
(a) Includes fees and expenses for annual audit of financial statements and
interim reviews of quarterly financial statements
(b) Includes fees for tax consulting
EMPLOYMENT CONTRACTS
The Company has an employment agreement with Randall W. White, President of
the Company, which expires March 1, 2003 and provides for annual compensation of
$110,000.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 2002 annual meeting should
be directed to Randall W. White, President of the Company, at 10302 East 55th
Place, Tulsa, Oklahoma 74146-6515, and must be received by the President on or
before March 1, 2002. Any such proposal must comply with the requirements of
Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.
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COMPARISON OF FIVE-YEAR CUMULATIVE RETURNS
ON AN INDEXED BASIS
The following graph compares the performance of the Company's Common Stock
with the performance of the Nasdaq Stock Market Total Return Index and the
Nasdaq Non-Financial Stock Index. The Center for Research in Security Prices
("CRSP") Index provided the Nasdaq indices used in this graph. The graph assumes
$100 was invested on February 29, 1996 in each of the Company's Common Stock and
the two Nasdaq indices.
The graph displayed below is presented in accordance with SEC requirements.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance. The graph in no way reflects the Corporation's forecast of future
financial performance.
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
Among the Company, Nasdaq Stock Market Total Return Index
and Nasdaq Non-Financial Stock Index
EDUCATIONAL DEVELOPMENT CORPORATION
PERFORMANCE CHART FOR PROXY
FY 2001
[GRAPH]
2/29/96 2/28/97 2/28/98 2/28/99 2/29/00 2/28/01
------- ------- ------- ------- ------- -------
NASDAQ Stock Market Total Return Index 100.00 119.30 163.00 212.31 433.69 198.08
NASDAQ Non-Financial Stock Index 100.00 115.05 154.95 207.19 452.99 194.45
EDC Stock 100.00 48.00 35.00 20.00 27.00 27.00
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ANNUAL REPORTS AND FINANCIAL STATEMENTS
The proxy statement is accompanied by the Annual Report of the Company for
its fiscal year ended February 28, 2001. Shareholders are referred to such
Annual Report for information about the Company's business and activities, but
such Annual Report is not incorporated in this Proxy Statement and is not deemed
to be a part of the proxy soliciting material.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WILL BE PROVIDED WITHOUT CHARGE TO RECORD OR
BENEFICIAL OWNERS OF SHARES ENTITLED TO VOTE AT THE MEETING. Written requests
for copies of said report should be directed to Randall W. White, President of
the Company, at the Company's corporate headquarters located at 10302 East 55th
Place, Tulsa, Oklahoma 74146-6515.
OTHER MATTERS
Management does not intend to present and does not have any reason to
believe that others will present at the annual meeting any item of business
other than as stated in the Notice of Annual Meeting of Shareholders. If,
however, other matters are properly brought before the meeting, it is the
intention of the persons named as proxies in the accompanying form of Proxy to
vote the shares represented thereby in accordance with their best judgment and
discretionary authority to do so is included in the Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ RANDALL W. WHITE
CHAIRMAN OF THE BOARD AND PRESIDENT
TULSA, OKLAHOMA
MAY 21, 2001
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APPENDIX A
AUDIT COMMITTEE CHARTER
The Audit Committee shall consist of three members as determined by the
Board of Directors. The members of the Audit Committee will meet the
independence and experience requirements of the NASDAQ Stock Exchange. The
Chairman of the Audit Committee shall be designated by the Board.
The function of the Audit Committee shall be to provide for effective
oversight of the financial reporting process, the business risk process and
adequacy of internal controls, relationships with external auditors, financial
compliance issues, and to exercise the following powers and duties with respect
to the following matters involving Educational Development Corporation:
1. Review and approval of the Corporation's annual financial statements,
annual reports, registration statements, and material amendments to any of
them, as filed with the U.S. Securities and Exchange Commission, and
recommendations to the Board regarding the Board's execution of them;
2. Review of the Corporation's programs for compliance with applicable
financial disclosure requirements;
3. Review of the auditing of the Corporation's financial statements with the
independent public accountants, including the plan, fees and the results of
their auditing engagements;
4. Review of a formal written statement provided by the Corporation's outside
auditing firm and engaging in a dialogue with such firm regarding the
non-audit professional services provided by such firm, any other
relationships between the Corporation and such firm and the related fees
and other compensation paid to such firm, considering the possible effect
they have on the independence of such firm;
5. Recommendations to the Board regarding the engagement of independent public
accountants;
6. Review of the Corporation's processes to maintain an adequate system of
internal controls;
7. Review of material related party transactions between the Corporation and
officers, directors or key employees;
8. Direct and supervise investigation into matters within the scope of the
Audit Committee's duties;
9. Recommend to the Board regarding any proposal received from any stockholder
concerning any of the foregoing matters which the stockholder proposes to
present for action by the Corporation's stockholders; and
10. Perform such other duties and responsibilities as may be assigned to the
Audit Committee by the Board.
In carrying out these duties and responsibilities, the Committee shall have
full access to the independent public accountants, any of the Corporation's
non-employee attorneys and advisors, and executive and financial management in
scheduled joint sessions or private meetings as in its judgment it deems
appropriate. Similarly, the Corporation's independent public accountants and
executive and financial management will have full access to the Committee and to
the Board of Directors and each is responsible for bringing before this
Committee or its Chair in a timely manner any matter he/she feels appropriate to
the discharge of the Committee's responsibility.
* * *
While the Audit Committee has the duties and responsibilities set forth in
this charter, the Audit Committee is not responsible for planning or conducting
the audit or for determining whether the Company's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. Similarly, it is not the responsibility of the Audit Committee to
resolve disagreements, it any, between management and the independent auditors
or to ensure that the Company complies with all laws and regulations.
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
EDUCATIONAL DEVELOPMENT CORPORATION
JUNE 26, 2001
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
- ------------------------------------------------------------------------------------------------------------------------------------
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
WITHHOLD
FOR the AUTHORITY
listed for the
nominee listed nominee
1. UPON THE
ELECTION OF [ ] [ ] NOMINEE: CLASS III DIRECTOR The foregoing is as set forth in the Notice
DIRECTORS: RANDALL W. WHITE of said meeting and in the accompanying
Proxy Statement, receipt of which are hereby
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE acknowledged.
FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.) THIS PROXY WILL BE VOTED AS INDICATED BY THE
SHAREHOLDER(S). IF NO CHOICE IS INDICATED ON
-------------------------------------------- THE ABOVE PROPOSAL, THIS PROXY WILL BE VOTED
FOR SUCH PROPOSAL.
The board of Directors knows of no other
proposals to come before this meeting. IF
ANY OTHER MATTERS SHOULD BE BROUGHT BEFORE
THE MEETING, THE PERSONS NAMED IN THIS PROXY
OR THEIR SUBSTITUTES WILL VOTE THIS PROXY ON
SUCH MATTERS IN ACCORDANCE WITH THEIR BEST
JUDGEMENT.
The undersigned hereby revokes any Proxy
heretofore given, and ratifies all that said
proxies may lawfully do or cause to be done
by virtue hereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY.
(L.S.) (L.S.) DATE: , 2001
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NOTE: Please sign exactly as your name or names appear on this Proxy and when signing as attorney, executor, administrator,
trustee or guardian, give your full title as such. If the signatory is a corporation, sign the full corporate name by duly
authorized officer. If a partnership, please sign in partnership name by authorized person(s).
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EDUCATIONAL DEVELOPMENT CORPORATION
10302 EAST 55TH PLACE, TULSA, OKLAHOMA 74146
PROXY
THIS PROXY IS BEING SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS, JUNE 26, 2001
The undersigned hereby appoints Randall W. White and W. Curtis Fossett,
or either or both of them, proxies of the undersigned, with full power of
substitution, to vote all shares of Educational Development Corporation ("EDC")
owned by or standing in the name of the undersigned, at the Annual Meeting of
Shareholders of EDC, to be held at the Sheraton Tulsa, 10918 East 41st Street,
Tulsa, Oklahoma, on June 26, 2001, at 2:00 o'clock P.M., local time, and at any
adjournments.
(CONTINUED ON REVERSE SIDE)