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 [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Decorator Industries, Inc.
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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)(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:
________________________________________________________________________________
DECORATOR INDUSTRIES, INC.
10011 Pines Boulevard
Pembroke Pines, FL 33024
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD JUNE 18, 2002
TO THE STOCKHOLDERS OF DECORATOR INDUSTRIES, INC.
Notice is hereby given that the annual meeting of the stockholders of
Decorator Industries, Inc. will be held at Suite 201, 10011 Pines Boulevard,
Pembroke Pines, Florida, on June 18, 2002 at 9:30 A.M., local time, for the
purpose of:
(a) Electing one director.
(b) Transacting such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors fixed the close of business on April 30, 2002 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting.
A copy of the Company's annual report to stockholders for the fiscal
year ended December 29, 2001 is furnished herewith.
PLEASE SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. YOUR PROMPT
COMPLIANCE WITH THIS REQUEST WILL BE APPRECIATED AND WILL ASSIST IN OBTAINING A
QUORUM. YOUR PROXY MAY BE WITHDRAWN AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING
NOTICE TO THE UNDERSIGNED.
By Order of the Board of Directors
JEROME B. LIEBER
Secretary
May 10, 2002
PROXY STATEMENT
DECORATOR INDUSTRIES, INC.
10011 PINES BOULEVARD
PEMBROKE PINES, FL 33024
May 10, 2002
This statement is furnished in connection with the solicitation of
proxies to be used at the annual meeting of stockholders of Decorator
Industries, Inc. (the "Company"), to be held June 18, 2002 at the place and time
and for the purposes set forth in the foregoing Notice of Annual Meeting, and at
any adjournment thereof. This proxy statement and the enclosed form of proxy and
annual report for 2001 were mailed to stockholders on or about May 10, 2002.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors of the Company. The cost of preparing, assembling and mailing the
notice of annual meeting, proxy statement and form of proxy is to be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
directors, officers or other employees of the Company may solicit proxies
personally or by telephone or other means and the Company may request certain
persons holding stock in their names or in the names of their nominees to obtain
proxies from and send proxy material to the principals and will reimburse such
persons for their expenses in so doing.
The accompanying proxy may be revoked by the stockholder at any time
prior to its use by giving notice of such revocation either personally or in
writing to Jerome B. Lieber, Secretary of the Company, 40th Floor, One Oxford
Centre, Pittsburgh, PA 15219. Unless the proxy shall have been properly revoked,
the shares represented by proxies in the enclosed form will be voted. Each such
proxy will be voted as directed, but if no direction is indicated, it will be
voted FOR the election of the Board of Directors' nominee named below.
Only holders of record of the Company's Common Stock, par value $.20
per share ("Common Stock"), at the close of business on April 30, 2002 will be
entitled to vote at the meeting. As of April 30, 2002, there were 2,789,232
shares of Common Stock outstanding, the holders of which are entitled to one
vote per share.
A quorum for the transaction of business at the annual meeting will
require the presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the total number of votes entitled to be cast at the
meeting. Abstentions and broker non-votes are counted as shares present for
determination of a quorum but are not counted as affirmative or negative votes
and are not counted in determining the number of votes cast on any matter.
ELECTION OF DIRECTORS
The Board of Directors consists of three classes of directors with
staggered terms. A purpose of the meeting is the election of one director to
serve for a term of three years. The last two columns of the tables below give
information regarding the Common Stock beneficially owned by the nominee or
director as of the close of business on April 30, 2002. The percentages in the
last column were computed by dividing the number of shares beneficially owned by
the total of the number of shares of Common Stock outstanding and the number of
shares of Common Stock, if any, which the named nominee or director was entitled
to acquire within 60 days of April 30, 2002 through the exercise of stock
options.
NOMINEE FOR ELECTION AS A DIRECTOR
Information regarding the nominee for election as a director is set
forth below:
Common Shares Percent
Director Beneficially of
Name Age Principal Occupation Since Owned Class
---- --- -------------------- ----- ----- -----
Jerome B. Lieber 81 Senior Counsel - 1961 13,705(1) --
Klett Rooney Lieber & Schorling,
a Professional Corporation,
Attorneys at Law
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(1) Includes 5,040 shares held in a charitable trust as to which Mr. Lieber
disclaims beneficial ownership, and excludes shares held for his
account in the Trust established under the Company's Stock Plan for
Non-Employee Directors.
Jerome B. Lieber has been Secretary of the Company since 1961. He is a
Senior Counsel to the law firm of Klett Rooney Lieber & Schorling, a
Professional Corporation, Pittsburgh, Pennsylvania, which serves as general
counsel to the Company. Mr. Lieber previously had been a senior partner in that
firm.
The nomination of the above person for the office of director
originated with the present Board of Directors. Such person has advised the
Company that he is willing to serve as a director for the term for which he is
standing for election. If at the time of the meeting he should be unable or
unwilling to serve as a director for any reason, it is intended that the
enclosed proxy will be voted for the election of such person, if any, as is
designated by the Board of Directors to replace him, unless the proxy withholds
authority to vote for the nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING NOMINEE.
DIRECTORS WHOSE TERMS CONTINUE AFTER THE MEETING
Information regarding the directors whose terms of office continue
after the annual meeting is set forth below:
Present Common Shares Percent
Director Term Beneficially of
Name Age Principal Occupation Since Expires Owned Class
---- --- -------------------- ----- ------- ----- -----
William A. Bassett 65 Chairman of the Board, 1980 2004 350,016(1) 12.23%
President and Chief Executive
Officer of the Company
William A. Bassett, as 39,598(2) 1.42%
Trustee
Joseph N. Ellis 73 Management Consultant 1993 2003 2,500(3) ----
Ellen Downey 49 Management Consultant 1997 2003 1,562(3) ----
Thomas L. Dusthimer 67 Director/Consultant to 1997 2004 1,250(3) ----
Key Bank, Elkhart
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(1) Includes 72,914 optioned shares which may be acquired within 60 days.
(2) Shares held as Trustee for the Trust established under the Company's
Stock Plan for Non-Employee Directors (the "Trust"). Mr. Bassett
disclaims beneficial ownership of these shares.
(3) Excludes shares held in the Trust for his or her account.
2
William A. Bassett has been President of the Company since 1980, Chief
Executive Officer since February 1993 and Chairman of the Board since January
1994.
Joseph N. Ellis founded La Salle-Deitch Co., Inc., a distributor of
products for the manufactured housing and recreational vehicle industry, in 1963
and served as its President, Chief Executive Officer and Chairman from 1971
until his retirement in 1992.
Ellen Downey served as a director of FRD Acquisition Corporation from
1996 to 1998. She was employed by Ryder System, Inc. in various financial
positions from 1978 to 1991 and from 1991 to 1993 served as Vice President and
Treasurer of that company.
Thomas L. Dusthimer has served as a consultant to and director of Key
Bank (Elkhart, Indiana District) since 1992. From 1973 until his retirement in
1992, Mr. Dusthimer served in various executive positions, including President,
Chief Executive Officer and Chairman, with Ameritrust Indiana Corporation and
Ameritrust National Bank.
At April 30, 2002, the officers and directors of the Company as a group
had sole or shared voting or investment power as to 404,146 shares of the
Company's Common Stock, which together with 115,118 optioned shares that could
be acquired within 60 days after April 30, 2002, would constitute 17.88% of the
total shares then outstanding.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid a fee of
$10,000 per year for their scheduled services as directors. The fee is paid
quarterly in shares of the Company's Common Stock valued at their closing price
on the American Stock Exchange on the third business day following the release
of sales and earnings for the preceding fiscal year. Under the Company's Stock
Plan for Non-Employee Directors, such directors may elect to defer receipt of
their shares, until after they leave the Board, by having them delivered to the
Trust established under the Plan. Directors are paid $1,000 per day for
additional meetings if needed. Members of the Audit Committee are paid ($1,000
per meeting for chairman and $500 per meeting for other members) for attending
Audit Committee meetings.
PRINCIPAL STOCKHOLDERS
See "Directors Whose Terms Continue After the Meeting" above for the
stockholding of William A. Bassett, Chairman of the Board, President and Chief
Executive Officer of the Company.
FMR Corp. of Boston, Massachusetts, has furnished the Company a copy of
its Schedule 13G dated February 14, 2002 in which it reported that as of
December 31, 2001 Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR Corp. and a registered investment adviser, had sole investment
power with respect to 279,715 shares (9.95%) of the Company's Common Stock.
Robert E. Robotti of New York, New York has furnished the Company a
copy of his Schedule 13G dated January 10, 2002 in which he reported beneficial
ownership of 287,788 shares (10.23%) of the Company's Common Stock, of which Mr.
Robotti has shared voting power and shared dispositive power. Mr. Robotti is the
owner of Robotti & Company (265,195 shares), and a general partner in Ravenswood
Investment Company, L.P. (22,593 shares).
Steven C. Leonard of Rancho Santa Fe, California has furnished the
Company a copy of his Schedule 13G dated February, 2002 in which he reported
beneficial ownership of a total of 150,100 shares (5.34%) of the Company's
Common Stock, including 150,100 as to which he has shared dispositive power and
48,300 shares as to which he has shared voting power. Of the 150,100 shares,
128,500 are beneficially owned by Pacifica Capital Investments LLC, of which Mr.
Leonard is the sole manager.
3
EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with William A. Bassett which
will expire July 1, 2004 and provides for an annual salary of not less than
$214,200.
The Company has an employment agreement with Michael S. Baxley, whose
employment terminated May 31, 2001, which provides for a continuation of Mr.
Baxley's salary and benefits through May 31, 2002.
ANNUAL COMPENSATION AND STOCK OPTIONS
The following table shows the compensation of the named executive
officers of the Company for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
---------------------------------------- ------------
Name and Fiscal Optioned All Other
Principal Position Year Salary($) Bonus ($) Other($)(1) Shares(#) Compensation($)(2)
- ------------------ ---- --------- --------- ----------- --------- ------------------
William A. Bassett 2001 300,000 12,000 * ---- 36,843
Chairman of the Board, 2000 300,000 ---- * ---- 36,832
President and Chief 1999 285,000 87,074 * 12,500 36,745
Executive Officer
Michael S. Baxley 2001 73,025 ---- * ---- 92,858
Executive Vice President 2000 165,100 ---- * ---- 854
1999 161,925 39,183 * 20,000 ----
Michael K. Solomon 2001 118,820 5,000 * ---- 1,224
Vice President, Treasurer 2000 118,820 ---- * ---- 1,464
and Chief Financial Officer 1999 118,820 20,000 * 5,000 1,553
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(1) Medical/dental reimbursement plan payments, country club memberships,
relocation bonus, and personal use of Company vehicles. An asterisk
indicates that the total of other annual compensation for that year was
less than 10% of salary and bonus for that year.
(2) Premiums paid by the Company on life and long-term disability insurance
policies, Company contributions to the 401(k) Retirement Savings Plan
and, in the case of Mr. Baxley, salary continuation payments of $92,075
for the period June 1 through December 29,2001.
The Company's medical and dental reimbursement plan provides
reimbursement to the corporate and certain divisional officers of the Company
and their dependents (as defined in Section 152 of the Internal Revenue Code)
for their medical and dental expenses. Benefits under the plan are limited to
10% of the participant's compensation during the plan year. The plan also
prohibits any participant from receiving "double reimbursement"; i.e., if a
participant receives reimbursement from another source, he or she must remit to
the Company benefits received under the plan.
On September 1, 1998 the Company began a 401(k) Retirement Savings Plan
available to all eligible employees. To be eligible for the plan, the employee
must be at least 21 years of age and have completed one year of employment.
Eligible employees may contribute up to 15% of their earnings with a maximum of
$10,500 for 2001 based on the Internal Revenue Service annual contribution
limit. The Company will match 25% of the first 4% of the employee's
contributions up to 1% of the employee's earnings. Contributions are invested at
the direction of the employee in one or more funds. Company contributions begin
to vest after three years.
The Company's 1984 Incentive Stock Option Plan, which expired February
22, 1994, authorized the granting to key employees of options to purchase up to
804,976 shares (as adjusted for stock splits) of the Company's Common Stock. The
purchase price of optioned shares is the fair market value of the Common Stock
on the date of grant, and the maximum term of the options is ten years; in the
case of options granted to employees who owned more than 10% of the outstanding
Common Stock, however, the purchase price was 110% of the fair market value of
the Common Stock on the date of grant and the term of the options is five years.
The number of optioned shares and the purchase price per share are subject to
adjustment for stock splits, stock dividends, reclassifications and the like.
4
On April 3, 1995 the Board of Directors adopted, and on June 5, 1995
the stockholders approved, the Company's 1995 Incentive Stock Option Plan (the
"1995 Plan") which has a term of ten years. The 1995 Plan authorizes the
issuance of up to 520,830 shares (as adjusted for stock splits) of Common Stock
pursuant to stock options granted to key employees of the Company. The purchase
price of optioned shares must be the fair market value of the Common Stock on
the date of grant, and the maximum term of the options is ten years; in the case
of options granted to employees who own more than 10% of the outstanding Common
Stock, however, the purchase price must be 110% of the fair market value of the
Common Stock on the date of grant and the term of the option cannot exceed five
years. The number of shares that may be issued under the 1995 Plan, the number
of optioned shares and the purchase price per share are subject to adjustment
for stock splits, stock dividends, reclassifications and the like.
On February 22, 2002 the Company made an offer to exchange outstanding
options to purchase shares of the Company's Common Stock with an exercise price
greater than or equal to $7.00 per share for new options which will be granted
under the 1995 Plan. The offer expired on March 22, 2002 and the Company
received tenders of options for 207,500 shares. The tendered options were
cancelled on March 23, 2002. In keeping with the Company's normal compensation
practices, the actual number of shares for which each new option will be granted
has been determined with respect to each employee individually. Subject to the
terms and conditions of the offer, the Company will grant the new options no
earlier than September 24, 2002 and no later than December 31, 2002. The Company
presently expects to grant options for an aggregate of 166,250 shares in
exchange for the tendered options that were cancelled on March 23, 2002. The new
options will have an exercise price equal to the fair market value of the Common
Stock on the date of grant.
The following table sets forth information concerning the exercise of stock
options during fiscal year 2001 by the named executive officers and the value of
their unexercised, in-the-money stock options at the end of that fiscal year
(December 29, 2001). All options outstanding at December 29, 2001, have a ten
year term and, except for those granted after the fiscal year 1995, were
exercisable at any time prior to their respective expiration dates. Options
granted in 1996 and 1997 vest 20% on the date of the grant and 20% each year
thereafter and options granted after 1997 vest 20% each year beginning at the
end of the first year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of
Shares Acquired Value Optioned Shares Options at
Name on Exercise Realized($) at 12/29/01(#) 12/29/01($)(1)
- ---- ----------- ----------- -------------- --------------
William A. Bassett 39,165 87,338 72,914(2) ----
Michael S. Baxley ---- ---- ---- ----
Michael K. Solomon ---- ---- 39,704(2) ----
8,000(3) ----
- ----------
(1) Assumes a market value of $3.88 per share, which was the last reported
sale price on the American Stock Exchange on December 29, 2001.
(2) Exercisable.
(3) Unexercisable.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
The Board of Directors approves the salaries of the executive officers
of the Company on an annual basis. In approving the salaries, the Board
considers the size of the Company, its performance during the previous fiscal
year, the responsibilities and performance of the executive officer, and such
other factors as the directors may wish to consider. No pre-determined formula
or guidelines are used, and no specific weight is given to any one factor.
The Board has also granted stock options to executive officers and
other key employees as a means of further motivating them to exert their best
efforts on behalf of the Company. However, no stock options were granted during
fiscal year 2001.
The salary of Mr. Bassett, Chief Executive Officer of the Company, for
the fiscal year 2001 was determined by the Board of Directors (without Mr.
Bassett's participation) upon consideration of his and the Company's performance
during the previous fiscal year, the responsibilities of that office, and Mr.
Bassett's contributions to the growth and development of the Company. No
specific weight was given to any one of the factors considered.
William A. Bassett Joseph N. Ellis
Jerome B. Lieber Ellen Downey Thomas L. Dusthimer
5
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors serves as a focal point
for communications among the Board, the outside auditors and management as their
duties relate to financial accounting, reporting and internal controls. It
reviews the overall plan of the annual independent audit, the financial
statements, the scope of audit procedures, the performance of the Company's
independent auditors, and the independent auditors' evaluation of internal
controls. The Audit Committee assists the Board in fulfilling its fiduciary
responsibilities as to accounting policies, financial reporting practices and
the sufficiency of auditing with respect thereto; however, management has the
primary responsibility for the financial statements and the financial reporting
process.
The current members of the Committee, listed below, are "independent"
as defined in Section 121A of the listing standards of the American Stock
Exchange.
The Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the fiscal year ended December
29, 2001 and has also discussed with Louis Plung & Company, the Company's
independent auditors for that fiscal year, their judgment as to the
acceptability and quality of the Company's accounting principles and the other
matters required by Statement on Auditing Standards 61 to be discussed with the
independent auditors. In addition, the Audit Committee received from Louis Plung
& Company the written disclosures and letter required by Independence Standards
Board Standard No. 1 and has discussed with them their independence from the
Company and its management. The Committee has also considered whether the
provision of non-audit services to the Company by Louis Plung & Company is
compatible with maintaining their independence. Based on such review and
discussions, the Audit Committee recommended to the Board that the audited
financial statements for the fiscal year ended December 29, 2001 be included in
the Company's Annual Report on Form 10-K for that fiscal year and for filing
with the Securities and Exchange Commission.
Audit Committee: Joseph N. Ellis, Chairman, Ellen Downey and Thomas L.
Dusthimer
PERFORMANCE GRAPH
Set forth below is a graph which compares the value for the five calendar
years ended December 31, 2001 of $100 invested at the close of trading on
December 31, 1996, in each of the following investment alternatives: (a) the
Company's Common Stock, (b) the "Russell 2000" Index, and (c) the "S & P 500"
Index. The graph has been prepared assuming the reinvestment of all cash
dividends paid during the period. The Company is not able to identify a peer
group for comparison purposes.
[GRAPHIC OMMITTED]
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12/96 12/97 12/98 12/99 12/00 12/01
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Decorator Industries 100.0 103.29 114.13 79.79 41.68 63.57
S & P 500 100.0 133.36 171.47 207.56 188.66 166.24
Russell 2000 100.0 122.36 119.25 144.60 140.23 143.71
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6
DISCRETIONARY AUTHORITY
At the time of mailing copies of this proxy statement to stockholders,
the election of a director was the only matter known by management that will be
presented for action at the annual meeting of stockholders. Should any other
matters come before the meeting, action may be taken thereon pursuant to proxies
in the form enclosed, which confer discretionary authority upon the persons
named therein or their substitutes with respect to any such business which may
properly come before the meeting.
CONCERNING THE AUDITORS
Louis Plung & Company are the independent public accountants of the
Company and have been selected as the Company's independent public accountants
for the current fiscal year. Representatives of such firm are not expected to be
in attendance at the annual meeting.
AUDIT FEES
Louis Plung & Company billed the Company a total of $37,200 for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 29, 2001 and the reviews of the
financial statements included in the Company's Forms 10-Q for that fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage Louis Plung & Company to provide any financial
information systems design or implementation services for the fiscal year ended
December 29, 2001.
ALL OTHER FEES
The Company was billed a total of $24,800 for all other services
rendered by Louis Plung & Company for the fiscal year ended December 29, 2001.
OTHER INFORMATION
The Board of Directors has the following committees: Audit Committee,
Stock Option Committee, Compensation Committee, and Nominating Committee.
During the fiscal year 2001, the Board of Directors held six meetings,
and the Audit Committee held two meetings.
The Stock Option Committee consists of Joseph N. Ellis, Thomas L.
Dusthimer and Jerome B. Lieber. The function of the Stock Option Committee is to
make recommendations to the Board for option grants and such other actions as
the committee deems appropriate. The Stock Option Committee met once during
2001.
The Compensation Committee consists of Joseph N. Ellis, Ellen Downey,
Thomas L. Dusthimer and Jerome B. Lieber (Chairman). The function of the
Compensation Committee is to determine the salary, bonus and benefits granted to
the Chief Executive Officer of the Company. The Compensation Committee was
formed in 2001 and did not meet in 2001.
The Nominating Committee consists of Joseph N. Ellis, Ellen Downey and
Thomas L. Dusthimer (Chairman). The function of the Nominating Committee is to
recommend to the Board persons to be nominated by the Board for election as
directors and persons to be elected by the Board to fill any vacancies on the
Board. The Nominating Committee was formed during 2001 and did not meet during
2001. The Nominating Committee will consider nominees recommended by
stockholders for election as directors at the annual meeting in the year 2003 if
information concerning the recommended nominees is received by the Company prior
to January 12, 2003.
Stockholder proposals intended to be presented at the annual meeting in
the year 2003 must be received by the Company prior to January 12, 2003 to be
considered for inclusion in the Company's proxy statement and form of proxy for
that meeting.
By Order of the Board of Directors
JEROME B. LIEBER
Secretary
7
DECORATOR INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 18, 2002
The undersigned hereby appoints William A. Basset, Michael K. Solomon
and William Johnson, and each of them (with full power to act without the others
and with full power of substitution), the attorney and proxy of the undersigned
to attend the Annual Meeting of the Stockholders of Decorator Industries, Inc.
to be held at Suite 201, 10011 Pines Boulevard, Pembroke Pines, Florida at 9:30
A.M., E.D.S.T., on June 18, 2002, and any adjournment thereof, and to vote the
number of shares of Common Stock of the Company which the undersigned is
entitled to vote with all the power the undersigned would possess if personally
present.
THE PROXIES ARE DIRECTED TO VOTE AS SET FORTH HEREIN. IF NO DIRECTION
IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEE NAMED HEREIN. If the named nominee is unavailable for
election, such shares may be voted for such substitute nominee as may be
designated by the Board of Directors.
THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE
ENCLOSED ENVELOPE.
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
DECORATOR INDUSTRIES, INC.
JUNE 18, 2002
Please Detach and Mail in the Envelope Provided
[X] Please mark your votes as in this example.
WITHHOLD
FOR the nominee AUTHORITY
named herein to vote for the nominee
1. Election of
director. [ ] [ ] Nominee: Jerome B. Lieber
2. In their discretion, the proxies may vote upon such other matters as may
properly come before the meeting.
The undersigned hereby acknowledges receipt of the Annual Report for the
fiscal year ended December 29, 2001 and the notice of Annual Meeting and Proxy
Statement for the 2002 Annual Meeting of Stockholders.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE
AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
SIGNATURE(S) OF STOCKHOLDERS Dated: ,2002
-------------------------- --------------------------- -----------
IMPORTANT: Please sign exactly as name appears hereon. If signing in fiduciary or representative capacity, please
give full title as such. If shares are registered in more than one name, all holders must sign. If
signature is for a corporation, please sign full corporate name by authorized officer.