UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Schedule 14A
Proxy Statement under Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. ss. 240.14a-12
EACO CORPORATION
(Name of Registrant as Specified in its Charter)
not applicable
(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:
_________________________________________________
(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 in which the filing fee is calculated and state how
it was determined).
__________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________
(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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(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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EACO CORPORATION
2113 Florida Boulevard
Neptune Beach, Florida 32266
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 2005 Annual
Shareholders' Meeting of EACO Corporation to be held at the
Quality Suites, 11 First Street North, Jacksonville Beach,
Florida 32250, on Thursday, June 23, 2005 at 10:00 a.m. for
the purpose of:
1. electing Directors; and
2. transacting such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business
on May 18, 2005 as the record date for determining shareholders
entitled to vote at the meeting. Only shareholders of record at
the close of business on that date will be entitled to vote at the
meeting.
The vote of every shareholder is important. Whether or not
you plan to attend the meeting, please complete the enclosed proxy
and return it promptly so that your shares will be represented.
Sending in your proxy will not prevent you from voting in person
at the meeting.
Glen F. Ceiley
Chairman of the Board
Date: May 19, 2005
EACO CORPORATION
2113 Florida Boulevard
Neptune Beach, Florida 32266
PROXY STATEMENT
for
2005 ANNUAL MEETING OF SHAREHOLDERS
General Information
The solicitation of the enclosed proxy is made by and
on behalf of the Board of Directors of EACO Corporation (the
"Company") to be used at the 2005 Annual Meeting of
Shareholders (the "Annual Meeting"), which will be held at
the Quality Suites, 11 First Street North, Jacksonville
Beach, Florida, 32250, at 10:00 a.m. on Thursday, June 23,
2005. The principal executive offices of the Company are
located at 2113 Florida Boulevard, Neptune Beach, Florida
32266. The approximate mailing date of this Proxy Statement
is May 20, 2005.
The proxy may be revoked at any time before it is
exercised by giving notice of revocation to the Secretary of
the Company. The shares represented by proxies in the form
solicited by the Board of Directors will be voted at the
Annual Meeting. Where a choice is specified with respect to
a matter to be voted upon, the shares represented by the
proxy will be voted in accordance with such specification.
If no choice is specified, such shares will be voted as
hereinafter stated in this Proxy Statement.
Record Date and Voting Securities
The Board of Directors has fixed the close of business
on May 18, 2005 as the record date for determination of
shareholders entitled to vote at the Annual Meeting. Holders
of the Company's common stock, par value $0.01 per share
(the "Common Stock") as of May 18, 2005 will be entitled to
one vote for each share held, with no shares having
cumulative voting rights. No other class of the Company's
securities is entitled to vote at the meeting. As of April
20, 2005, the Company had outstanding 3,881,901 shares of
Common Stock.
Voting Procedures
Under Florida law and the Amended and Restated Bylaws
of the Company (the "Bylaws"), a majority of shares of the
Common Stock entitled to vote, represented by person or
proxy, constitutes a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at the Annual Meeting, a majority of the shares
so represented may adjourn the Annual Meeting without
further notice.
Security Ownership of Certain Beneficial Owners and of
Management
The table set forth below presents certain information
regarding beneficial ownership of the Company's Common Stock
(the Company's only voting security), as of April 20 2005,
by (i) each shareholder known to the Company to own, or have
the right to acquire within sixty (60) days, more than five
percent (5%) of the Common Stock outstanding, (ii) each
named executive officer and director of the Company, and
(iii) all officers and directors of the Company as a group.
Amount of Common Stock Percent of
Name of Beneficial Owner Beneficially Owned (1) Class (2)
------------------------ ---------------------- ----------
Edward B. Alexander 21,600 *
Stephen Catanzaro 19,113 *
Glen F. Ceiley (3) 2,410,985 62.1%
Jay Conzen 41,113 1.1%
William L. Means 16,113 *
--------------------------
All Executive Officers and Directors as a group 2,508,924 64.6%
--------------------------
* Less than 1%
(1) Included in such beneficial ownership are shares of
Common Stock which may be acquired immediately or within 60
days of April 20, 2005 upon the exercise of certain options;
Edward B. Alexander, 21,600 shares; Jay Conzen, 25,000
shares; and all executive officers and directors as a group,
46,600 shares.
(2) The percentages represent the total of the shares listed
in the adjacent column divided by the issued and outstanding
shares of Common Stock as of April 20, 2005, plus any stock
options or warrants exercisable by such person within 60
days of April 20, 2005.
(3) Based on information set forth by Mr. Ceiley in response
to a questionnaire from the Company on March 16, 2005, Glen
F. Ceiley, President and a director of Bisco, owns 1,913,443
shares, individually; Zachary Ceiley, Mr. Ceiley's son, owns
1,300 shares; and the Bisco Industries Profit Sharing and
Savings Plan (the "Bisco Plan") owns 496,242 shares. Mr.
Ceiley has the sole power to vote and dispose of the shares
of Common Stock he owns individually and the power to vote
and to dispose of the shares owned by his son, Bisco and the
Bisco Plan. The address for Mr. Ceiley and Bisco is 1500
North Lakeview Avenue, Anaheim, CA 92807.
Board of Directors and Standing Committees
The business of the Company is under the general
management of a Board of Directors as provided by the Florida
Business Corporation Act. In accordance with the Bylaws of the
Company, which empower the Board of Directors to appoint such
committees as it deems necessary and appropriate, the Board of
Directors has appointed an Audit Committee and an Executive
Compensation Committee.
Audit Committee: The Audit Committee's basic functions are to
assist the Board of Directors in discharging its fiduciary
responsibilities to the shareholders and the investment community
in the preservation of the integrity of the financial information
published by the Company, to maintain free and open means of
communication between the Company's directors, independent
auditors and financial management, and to ensure the independence
of the independent auditors. The Board of Directors has adopted a
written charter for the Audit Committee which was attached as an
Appendix to the Company's Definitive Proxy Statement for the 2004
Annual Meeting of Shareholders. Currently, the members of the
Audit Committee are Directors Catanzaro, Conzen and Means. The
Audit Committee held one meeting during the fiscal year ending
December 29, 2004. All members of the Audit Committee attended
this meeting.
Audit Committee Financial Expert: The Company does not
currently have an audit committee financial expert. The Company
believes that the members of the Board of Directors have
demonstrated that they are capable of analyzing and evaluating the
Company's financial statements and understanding internal controls
and procedures for financial reporting. In addition, the Company
believes that retaining a director who would qualify as an audit
committee financial expert would be costly and burdensome and is
not warranted in the circumstances.
Audit Committee Pre-Approval Policies and Procedures: The
Audit Committee is required to pre-approve all auditing services
and permissible non-audit services, including related fees and
terms, to be performed for the Company by its independent auditor,
subject to the de minimus exceptions for non-audit services
described under the Securities Exchange Act of 1934, which are
approved by the Audit Committee prior to the completion of the
audit. In 2004, the Audit Committee pre-approved all services
performed for the Company by the auditor.
Financial Code of Ethical Conduct: The Company has adopted a
financial code of ethics applicable to the Company's senior
executive and financial officers. You may receive, without
charge, a copy of the Financial Code of Ethical Conduct by
contacting our Corporate Secretary at 2113 Florida Boulevard,
Neptune Beach, Florida 32266.
Executive Compensation Committee: The Executive Compensation
Committee administers the Company's stock option plans and is
responsible for granting stock options to officers and managerial
employees of the Company. It is also responsible for establishing
the salary and annual bonuses paid to executive officers of the
Company. The current members of the Executive Compensation
Committee are Directors Ceiley and Means. The Executive
Compensation Committee held one meeting during fiscal year 2004.
All members of the Committee attended this meeting.
Board Meetings: The Board of Directors held four meetings
during fiscal year 2004. Each member of the Board attended all
four meetings. The Company does not have a policy with regard to
directors' attendance at annual meetings of shareholders. None of
the directors attended our 2004 Annual Meeting of Shareholders.
Nominating Committee: The Board of Directors does not have a
Nominating Committee. Given the size of the Company and its
resources, the Board believes that this is appropriate. Each
director participates in the consideration of director nominees.
The Board believes that having such a committee would not enhance
the nomination process. The Company does not have a formal policy
regarding the consideration of any director candidates recommended
by shareholders or specific minimum qualifications for director
nominees.
Communications to Board of Directors: The Board of Directors
has established a process for shareholders to communicate with
members of the Board of Directors. If you would like to contact
the Board you can do so by forwarding your concern, question or
complaint to the Company's Corporate Secretary at 2113 Florida
Boulevard, Neptune Beach, Florida 32266.
Compensation Committee Interlocks and Insider Participation
Until 2004, Mr. Ceiley served as the Company's principal
executive officer for execution of SEC reports and certifications,
but did not participate in the day to day operations of the
Company. He did not receive any compensation for his service as
principal executive officer. Mr. Ceiley participated in related
party transactions with the Company as described in "Certain
Relationships and Related Transactions." Mr. Means is also a
member of the Committee and is not currently nor has he ever been
an employee of the Company, and has not participated in any
related party transactions.
Director Compensation
None of the director nominees were employees of the Company
during the fiscal year ended December 29, 2004. In order to
attract and retain highly qualified directors through an
investment interest in the Company's future success, the Company
enacted, in l985, a non-qualified Stock Option Plan for Non-
Employee Directors (the "Directors' Plan"), which was used to
compensate directors until January 2002. Due to the expiration of
the Directors' Plan in 2002, the Company paid $10,000 cash to each
director in 2005 as compensation for their services.
In addition, directors who are not employees of the Company
receive a fee of $500 for each Board of Directors' meeting
attended. No fees are awarded to directors for attendance at
meetings of the Audit or Executive Compensation Committees of the
Board of Directors.
Certain Relationships and Related Transactions
Mr. Ceiley is the Company's Chairman of the Board, and is
also President of Bisco Industries, Inc. ("Bisco"). In June 2004,
the Company sold 145,833 shares of its Common Stock directly to
Bisco's Profit Sharing and Savings Plan for a total purchase price
of $175,000 in cash. In September 2004, the Company sold 36,000
shares of the Company's newly authorized Series A Cumulative
Convertible Preferred Stock to Mr. Ceiley at a price of $25 per
share for a total purchase price of $900,000 in cash. The Company
obtained a fairness opinion from an investment banking firm for
this transaction.
PROPOSAL 1: ELECTION OF DIRECTORS
The following provides certain information with respect to
each of our directors all of whom are nominated for election at
the 2005 Annual Meeting to serve as directors until the 2006
Annual Meeting and until their successors are elected and
qualified. Mr. Catanzaro and Mr. Means were elected by the
shareholders at the 1999 Annual Meeting. Mr. Ceiley and Mr. Conzen
were appointed to the Board in February 1998 and elected by the
shareholders at the 1998 Annual Meeting. Should any one or more of
the nominees become unavailable to accept nomination for election
as a director, the enclosed proxy will be voted for such other
person or persons as the Board of Directors may recommend, unless
the Board reduces the number of directors.
Name Business Experience and Age
Stephen Catanzaro Controller of Allied Business Schools, Inc.
since April 2004. Chief Financial Officer of
V&M Restoration, Inc., a restoration company
from September 2002 to February 2004. Chief
Financial Officer of Bisco, a distributor of
fasteners and components, from September 1995
to March 2002. Age 52.
Glen F. Ceiley Mr. Ceiley serves as Chairman of the Board of
the Company. He has also been the President
and Chief Executive Officer of Bisco since
1973. Mr. Ceiley is also a director of Data
I/O Corporation, a publicly-held company
engaged in the manufacturing of electronic
equipment. Age 59.
Jay Conzen President of Old Fashioned Kitchen, Inc. since
April 2003. Principal of Jay Conzen
Investments (investment advisor) from October
1992 to April 2003. Consultant to the Company
from August 1999 until January 2001 and from
October 2001 to April 2003. Age 58.
William L. Means Vice President of Information Technology of
Bisco since 2001. Vice President of Corporate
Development of Bisco from 1997 to 2001. Age
61.
Vote Required
Under the Florida Business Corporation Act, directors are
elected by a plurality of the votes cast. Therefore, abstentions
and broker non-votes have no effect under Florida law.
The Board of Directors recommends a vote FOR the election
of each of the nominees.
Executive Officers
The following person was an executive officer of the Company
as of December 29, 2004:
Edward B. Alexander President of the Company since April 2003.
He was Executive Vice President from
September 1999 to April 2003, and was Chief
Financial Officer of the Company from 1990
to April 2003. In addition, Mr. Alexander
served on the Company's Board of Directors
from May 1996 to July 1999. Certified
Public Accountant since 1982. Age 46.
Significant Employee
Stephen C. Travis Director of Finance of the Company since May
2003. Controller of the Company from April
2002 to May 2003. Director of Finance for
International Transport Logistics, Inc. from
March 2001 to March 2002. Controller of
Florida Rock Industries, Inc. from June 1999
to March 2001 and Vice President of Finance
and Administration of WJCT, Inc. prior to
June 1999. Certified Public Accountant since
1984. Age 49.
There are no family relationships between any of the nominees
and executive officers of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires certain officers of the
Company and its directors, and persons who beneficially own more
than ten percent of any registered class of the Company's equity
securities, to file reports of ownership in such securities and
changes in ownership in such securities with the Securities and
Exchange Commission and the Company.
Based solely on a review of the reports and written
representations provided to the Company by the above referenced
persons, the Company believes that during 2004 all filing
requirements applicable to its reporting officers, directors and
greater than ten percent beneficial owners were timely satisfied,
except for one late filing of a Form 4 by directors Catanzaro,
Conzen and Means, and two late filings of Form 4 by director
Ceiley.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed the audited financial
statements of the Company for the year ended December 29, 2004,
and has met with management and Deloitte & Touche LLP, the
Company's independent auditors, to discuss the audited financial
statements.
The Audit Committee received from Deloitte & Touche LLP
written disclosures regarding their independence and the letter
required by Independence Standards Board Standard No. 1, and has
discussed with Deloitte & Touche LLP their independence. In
connection with its review, the Audit Committee has also discussed
with Deloitte & Touche LLP the matters required to be discussed by
U.S. Auditing Standards Section 380 - Communications with Audit
Committees.
The Audit Committee has discussed with Deloitte & Touche LLP
the matters required to be discussed by SAS 61 (Certification of
Statements on Auditing Standards) as modified or supplemented.
Based on its review and discussions with management and
Deloitte & Touche LLP, the Audit Committee recommended to the
Board of Directors that the audited financial statements be
included in the Company's Annual Report to Shareholders for the
year ended December 29, 2004.
Respectfully Submitted,
Jay Conzen, Chairman
Steve Catanzaro
William Means
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP
("Deloitte") for professional services rendered for the audit of
the Company's annual financial statements for the fiscal years
ended December 29, 2004 and December 31, 2003 and for the reviews
of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for those fiscal years were $91,500 and
$71,500, respectively.
Audit-Related Fees
The aggregate fees billed by Deloitte for professional
services rendered for audit-related fees for the fiscal years
ended December 29, 2004 and December 31, 2003 were $8,500 and
$8,000, respectively. These fees were billed for the performance
of an audit of the Company's Employee Benefit (401k) Plan.
Tax Fees
The aggregate fees billed by Deloitte for professional
services rendered for tax services for the fiscal years ended
December 29, 2004 and December 31, 2003 were $10,160 and $9,500,
respectively.
All Other Fees
The aggregate fees billed by Deloitte for services rendered
to the Company, other than the services described above, for the
fiscal years ended December 29, 2004 and December 31, 2003 were $0
and $1,000, respectively.
The Audit Committee has considered whether the provision of
non-audit services is compatible with maintaining the principal
accountant's independence.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee (the "Committee"),
currently consisting of Directors Ceiley and Means, uses the
following objectives as guidelines for its executive compensation
decisions: to provide a compensation package that will attract,
motivate and retain qualified executives; to ensure a compensation
mix that focuses executive behavior on the fulfillment of annual
and long-term business objectives; and to create a sense of
ownership in the Company that causes executive decisions to be
aligned with the best interests of the Company's shareholders.
The Company's compensation package in 2004 for its executive
officers consisted of base salary and performance bonuses. The
Committee determined salary levels for the Company's executive
officers.
General Compensation Policies
In general, base salary levels are set at the minimum levels
believed by the Company's executive officers to be sufficient to
attract and retain qualified executives when considered with the
other components of the Company's compensation structure.
The Committee adjusts salary levels for executive officers
based on achievement of specific annual performance goals,
including personal, departmental and overall Company goals
depending upon each officer's specific job responsibilities. The
Committee also uses its subjective judgment, based upon such
criteria as the executive's knowledge of and importance to the
Company's business, willingness and ability to accomplish the
tasks for which he or she was responsible, professional growth and
potential, the Company's operating earnings and an evaluation of
individual performance, in making salary decisions. Compensation
paid to executive officers in prior years is also taken into
account. No particular weighting is applied to these factors.
The Committee may determine that the Company's financial
performance and individual achievements merit the payment of
annual bonuses. The Company instituted a bonus program for
management of the Company beginning in 2003, based on a percentage
of the earnings from operations of the Company.
The Committee determines stock option grants to the executive
officers. The Committee determines annual stock option grants to
other employees based on recommendations of the President. Stock
options are intended to encourage key employees to remain employed
by the Company by providing them with a long term interest in the
Company's overall performance as reflected by the market price of
the Company's Common Stock. No stock option grants were made in
2004.
The Committee will consider any federal income tax
limitations on the deductibility of executive compensation
in reaching compensation decisions and will seek shareholder
approval where such approval will eliminate any limitations on
deductibility.
CEO Compensation
Mr. Alexander serves as President and Chief Operating Officer
of the Company. His compensation consists of base salary and a
performance bonus, which are approved by the Compensation
Committee. Upon being promoted to President and Chief Operating
Officer in April 2003, Mr. Alexander's base salary was set at
$125,500 based on several factors, including industry competitors
for the position, the Company's size relative to such industry
averages and the Company's historical and projected profitability.
Effective April 2004, Mr. Alexander's salary was increased to
$129,400 based on the Company's profit performance versus other
publicly-held restaurant companies, and considering increases in
general cost of living.
The Compensation Committee has developed a performance
incentive program based on a percentage of the Company's earnings
from operations, paid quarterly and at year-end. In 2004, Mr.
Alexander earned a total of $19,555 under this program, a portion
of which was paid in 2005.
Respectfully Submitted,
Glen F. Ceiley
William Means
EXECUTIVE PAY
The summary compensation table below sets forth a summary of
the compensation earned by the Company's named executive officers
during fiscal years 2002, 2003 and 2004.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
Securities
Name and Principal Underlying All Other
Position Year Salary ($) Bonus ($) (2) Options Compensation($)(1)
-------------------------- ---- ---------- ------------- ------------ -----------
---
Edward B. Alexander (3) 2004 $125,950 $19,555 -0- $1,514
President 2003 125,559 -0- -0- 1,554
Chief Operating 2002 116,203 -0- -0- 1,509
Officer
Explanation of Columns:
(1) All Other Compensation: All other compensation that does not fall under any of the
aforementioned categories. Amounts shown are contributions to the Company's 401(k) Plan on
behalf of Mr. Alexander to match a portion of his deferred contributions in 2004, 2003 and
2002. All amounts shown for Mr. Conzen represent consulting fees paid.
(2) A portion of Mr. Alexander's bonus was earned in 2004, but paid in 2005.
(3) Mr. Alexander is an employee-at-will of the Company and does not have an employment contract.
Option Grants
There were no options to purchase the Company's Common Stock
granted to the named executive officers in 2004.
Option Exercises And Year-End Option Value
The following table sets forth information concerning the
number and value of unexercised options to purchase the Company's
Common Stock held by the named executives at fiscal year end.
Aggregated Option Exercises in Last Fiscal
Year, and Year-End Option Value
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Option
Options at Fiscal Year at Fiscal Year-End
End (#) ($)(1)
---------------------- --------------------
Shares
Acquired On
Exercise in Value Exercisable/ Exercisable/
2004 (#) Realized ($) Unexercisable Unexercisable
------------ ------------ ----------------- ---------------
Edward B. Alexander 0 $0 21,600/0 $0/0
(1) Market value of underlying securities at year end ($.73 at December 29, 2004,
the last trading day of the Company's fiscal year), minus the various exercise
prices.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The SEC requires a five-year comparison of stock price
performance of the Company with both a broad equity market index
and a published industry line-of-business index. The Company's
total return compared with the NASDAQ Market Index and the Media
General Restaurant Index is shown on the following graph.
This graph assumes that $100 was invested on January 1, 1999
and all dividends were reinvested in the Company's Common Stock
and the other indices. Each of the indexes is weighted on a market
capitalization basis at the time of each reported data point.
(Graph Omitted)
12/29/1999 1/3/2001 1/2/2002 1/1/2003 12/31/2003 12/29/2005
-------------------- ---------- -------- -------- -------- ---------- ----------
EACO CORPORATION $100.00 75.00 100.00 49.00 80.00 73.00
RESTAURANTS $100.00 95.04 96.38 76.94 105.93 129.37
NASDAQ MARKET INDEX $100.00 62.85 50.10 34.95 52.55 56.97
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee has not yet recommended to the Board of
Directors an accounting firm to be engaged as independent auditor
for the Company for 2005 but will do so at a later date. The firm
Deloitte & Touche LLP, served as the independent accountant for
the Company for the fiscal year ending December 29, 2004. That
firm has served as the auditor for the Company since 1991.
Representatives of Deloitte & Touche are expected to be present at
the annual meeting of shareholders where they will have an
opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors is not aware of any other matters to
come before the meeting. If any other business should come before
the meeting, the persons named on the enclosed proxy will have
discretionary authority to vote such proxy in accordance with
their best judgment.
Any other matter which may be considered at the Annual
Meeting will be approved if the votes cast favoring the matter
exceed the votes opposing the matter, unless a greater number of
affirmative votes or voting by classes is required by Florida law
or the Company's Articles of Incorporation. Therefore,
abstentions and broker non-votes have no effect under Florida law.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 2006 Annual
Meeting of Shareholders must be received by the Company (addressed
to the attention of the Secretary) not later than December 28,
2005 to be considered for inclusion in the Company's proxy
materials relating to that meeting. To be submitted at the
meeting, any such proposal must be a proper subject for
shareholder action under the laws of the State of Florida, and
must otherwise conform to applicable regulations of the
Commission.
Excluding shareholder proposals to be included in the
Company's proxy materials, a shareholder is required to comply
with the Company's Bylaws with respect to any proposal to be
brought before an annual meeting. The Bylaws generally require
that each written proposal be delivered or mailed to and received
by the Secretary of the Company at its principal executive office
not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the prior year's Annual Meeting, among
other conditions. The notice must include certain additional
information as specified in the Bylaws.
The Company may solicit proxies in connection with next
year's Annual Meeting which confer discretionary authority to vote
on any shareholder proposals of which the Company does not receive
notice by March 15, 2006. Proposals should be sent to the
Company's headquarters to the attention of the Corporate
Secretary.
SOLICITATION OF PROXIES
This proxy is solicited by the Board of Directors of the
Company. The cost of soliciting proxies will be borne by the
Company. Following the original mailing of the proxy solicitation
material, regular employees of the Company may solicit proxies by
mail, telephone, facsimile and other electronic means. The Company
may request brokerage houses and other nominees or fiduciaries to
forward copies of its proxy material and Annual Report to
beneficial owners of stock held in their names, and the Company
will reimburse them for reasonable out-of-pocket expenses incurred
with respect to such action.
DELIVERY TO SHAREHOLDERS SHARING ADDRESS
Only one Proxy Statement and Annual Report has been delivered
to multiple shareholders sharing an address unless the Company has
received contrary instructions from one or more of the
shareholders. The Company will promptly deliver upon written or
oral request a separate copy of this Proxy Statement or the Annual
Report to a shareholder at a shared address to which a single copy
was sent. Shareholders residing at a shared address who would
like to request an additional copy of the Proxy Statement or
Annual Report now or with respect to future mailings (or to
request to receive only one copy of the Proxy Statement or Annual
Report if multiple copies are being received) may write or call
the Company's Corporate Secretary at 2113 Florida Boulevard,
Neptune Beach, FL 32266, (904) 249-4197.
By Order of the Board of Directors
Glen F. Ceiley
Chairman of the Board
Date: May 19, 2005
EACO CORPORATION
2113 Florida Boulevard, Neptune Beach, Florida 32266
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Patrick A. Fekula, and Edward
B. Alexander (the "Proxy Agents"), and each of them individually,
the attorneys, agents, and proxies of the undersigned with full
power of substitution, to vote all of the shares of stock of EACO
Corporation the "Company"), owned by the undersigned on May 18,
2005 at the 2005 Annual Meeting of Shareholders of the Company,
to be held at 10:00 a.m. on June 23, 2005 and any adjournment
thereof, with all powers that the undersigned would possess if
personally present, pursuant to the following directions:
(Continued and to be signed on the reverse side)
-----------------------------------------------------------------
FOLD AND DETACH HERE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN Please mark
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. here for
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED Address Change
FOR PROPOSALS 1 AND 2 or [ ]
Comments SEE
REVERSE SIDE
1. ELECTION OF DIRECTORS
Nominees:
01 Stephen Catanzaro,
02 Glen F. Ceiley
03 Jay Conzen, and
04 William L. Means
FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to to vote for all
the contrary) nominees listed
[ _ ] [ _ ]
(To withhold authority to vote for any individual nominee, strike
out that nominee's name.)
2. OTHER MATTERS
FOR Proxy Agents to vote in their discretion as to such other
matters as may properly come before this meeting.
AGAINST for Proxy Agents to vote in their discretion as to such
other matters as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1 AND 2.
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The undersigned hereby revokes any proxy heretofore given with
respect to said Stock and acknowledges receipt of the Notice of
Annual Meeting and Proxy Statement dated May 19, 2005.
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Signature(s)
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Title of Capacity
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Dated -------------------------, 2005
IMPORTANT: Please date this proxy and sign exactly as your name
or names appear(s) hereon. If the shares are held jointly,
signatures should include both names. Personal representatives,
executors, guardians, and others signing in a representative
capacity should give full title.
PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.
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FOLD AND DETACH HERE