EACO CORPORATION
1500 N. Lakeview Avenue
Anaheim, California 92807
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 2006 Annual
Shareholders' Meeting of EACO Corporation to be held at the
offices of Bisco Industries, Inc., 1500 N. Lakeview Avenue,
Anaheim, California 92807, on Tuesday, June 20, 2006 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
April 11, 2006 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: April 27, 2006
EACO CORPORATION
2113 Florida Boulevard
Neptune Beach, Florida 32266
PROXY STATEMENT
for
2006 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 2006 Annual Meeting of Shareholders
(the "Annual Meeting"), which will be held at the offices of
Bisco Industries, Inc. ("Bisco"), 1500 N. Lakeview Avenue,
Anaheim, California 92807, at 10:00 a.m. on Tuesday, June 20,
2006. The principal executive offices of the Company were
recently moved to 1500 N. Lakeview Avenue, Anaheim, California
92807. The approximate mailing date of this Proxy Statement is
April 28, 2006.
The proxy may be revoked at any time before it is exercised
by giving notice of revocation to the Company's Corporate
Secretary at 1500 N. Lakeview Avenue, Anaheim, California 92807.
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
April 11, 2006 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 April 11, 2006 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 March 20, 2006, the Company had
outstanding 3,906,799 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 March 20, 2006, 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(3) 10,900 *
Stephen Catanzaro 19,113 *
Glen F. Ceiley(4) 2,410,985 61.7%
Jay Conzen(5) 41,113 1.1%
William L. Means 16,113 *
_________________________________
All Executive Officers and
Directors as a group(6) 2,498,224 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
March 20, 2006 upon the exercise of certain options.
(2) The percentages represent the total of the shares listed in
the adjacent column divided by 3,906,799 issued and outstanding
shares of Common Stock as of March 20, 2006, plus any stock
options or warrants exercisable by such person within 60 days of
March 20, 2006.
(3) Edward B. Alexander has 7,500 shares issuable upon the
exercise of options within 60 days of March 20, 2006.
(4) Based on information set forth by Mr. Ceiley in response to a
questionnaire from the Company on March 10, 2006, 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.
(5) Jay Conzen has 25,000 shares issuable upon the exercise of
options within 60 days of March 20, 2006.
(6) All executive officers and directors as a group have 32,500
shares issuable upon the exercise of options within 60 days of
March 20, 2006. The address for each officer and director and
Bisco is 1500 North Lakeview Avenue, Anaheim, CA 92807.
Equity Compensation Plans
None.
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.
Directors Catanzaro, Conzen and Means are "independent" within
the meaning of Rule 4200(a)(15) of the NASD's published listing
standards. The Audit Committee held one meeting during the
fiscal year ending December 28, 2005. 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 fiscal year 2005, the Audit Committee pre-
approved all services performed for the Company by the auditor.
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 2005.
All members of the Committee attended this meeting.
Board Meetings: The Board of Directors held four meetings
during fiscal year 2005. 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 2005 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 1500 N. Lakeview Avenue, Anaheim, California 92807.
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 2006 Annual Meeting to serve as directors until the 2007
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 53.
Glen F. Ceiley Serves as Chairman of the Board of the
Company. President and Chief Executive
Officer of Bisco since 1973. Former director
of Data I/O Corporation, a publicly-held
company engaged in the manufacturing of
electronic equipment. Age 60.
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 59.
William L. Means Vice President of Information Technology of
Bisco since 2001. Vice President of
Corporate Development of Bisco from 1997 to
2001. Age 62.
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 28, 2005:
Edward B. Alexander Chief Operating Officer from April 2003
through present. President of the Company
from April 2003 to April 2006. Executive
Vice President of the Company from
September 1999 to April 2003. Chief
Financial Officer of the Company from 1990
to April 2003. Served on the Company's
Board of Directors from May 1996 to July
1999. Certified Public Accountant since
1982. Age 47.
As of April 4, 2006, Edward B. Alexander no longer serves as
an executive officer of the Company. Glen F. Ceiley currently
serves as Chairman and Chief Executive Officer of the Company.
There are no family relationships between any of the
nominees and executive officers of the Company.
Our officers and directors have neither been convicted in
any criminal proceeding during the past five years nor parties to
any judicial or administrative proceeding during the past five
years that resulted in a judgment, decree or final order
enjoining them from future violations of, or prohibiting
activities subject to, federal or state securities laws or a
finding of any violation of federal or state securities law or
commodities law. Similarly, no bankruptcy petitions have been
filed by or against any business or property of any of our
directors or officers, nor has any bankruptcy petition been filed
against a partnership or business association in which these
persons were general partners or executive officers.
Certain Relationships and Related Transactions
None.
Audit Committee Financial Expert
See section titled "Board of Directors and Standing
Committees" of this Proxy Statement which is herein incorporated
by reference.
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 fiscal year 2005 all
filing requirements applicable to its reporting officers,
directors and greater than ten percent beneficial owners were
timely satisfied.
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 1500 N. Lakeview Avenue, Anaheim, California 92807.
REPORT OF THE AUDIT COMMITTEE
On August 24, 2005, Deloitte & Touche LLP ("Deloitte")
resigned as the Company's accountants. There were no adverse
opinions, disagreements or reportable events as defined in Item
304(a) of Regulation S-K with Deloitte related to their
resignation. On September 19, 2005, the Board approved the
Company's change in independent accountants and in October 2005,
the Company engaged Squar, Milner, Reehl & Williamson LLP ("Squar
Milner") to serve as the Company's independent accountants.
The Audit Committee has reviewed the audited financial
statements of the Company for the year ended December 28, 2005,
and has met with management and Squar Milner, the Company's
independent auditors, to discuss the audited financial
statements.
The Audit Committee received from Squar Milner written
disclosures regarding their independence and the letter required
by Independence Standards Board Standard No. 1, and has discussed
with Squar Milner their independence. In connection with its
review, the Audit Committee has also discussed with Squar Milner
the matters required to be discussed by U.S. Auditing Standards
Section 380 - Communications with Audit Committees.
The Audit Committee has discussed with Squar Milner the
matters required to be discussed by SAS61 (Certification of
Statements on Auditing Standards) as modified or supplemented.
Based on its review and discussions with management and
Squar Milner, 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 28, 2005.
Respectfully Submitted,
Jay Conzen, Chairman
Steve Catanzaro
William Means
PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by Squar Milner for the fiscal
year ended December 28, 2005 and by Deloitte & Touche LLP for the
fiscal year ended December 29, 2004, for professional services
rendered for the audit of the Company's annual financial
statements and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for
those fiscal years were $61,000 and $91,500, respectively.
Audit-Related Fees
The aggregate fees billed by Squar Milner for the fiscal
year ended December 28, 2005 and by Deloitte & Touche LLP for the
fiscal year ended December 29, 2004, for audit-related fees were
$0 and $8,500, 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 Squar Milner for the fiscal
year ended December 28, 2005 and by Deloitte & Touche LLP for the
fiscal year ended December 29, 2004, for professional services
rendered for tax services were $10,000 and $10,160, respectively.
All Other Fees
There were no other fees billed by Squar Milner for the
fiscal year ended December 28, 2005 or by Deloitte & Touche LLP
for the fiscal year ended December 29, 2004, for services
rendered to the Company, other than the services described above.
The Audit Committee has considered whether the provision of
non-audit services is compatible with maintaining the principal
accountant's independence.
Audit Committee Pre-Approval
See section titled "Audit Committee Pre-Approval Policies
and Procedures" of this Proxy Statement which is herein
incorporated by reference.
EXECUTIVE PAY
The summary compensation table below sets forth a summary of
the compensation earned by the Company's named executive officer
during fiscal years 2003, 2004 and 2005.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
<s> <c< <c> <c> <c>
Name and Principal All other
Position Year Salary ($) Bonus ($) (2) Compensation ($)(1)
Compensation($)(1)
- -------------------------- ---- ---------- ------------- -------------------
Edward B. Alexander (3) 2005 $134,300 $ 5,300 $1,670
President 2004 125,950 19,555 1,514
Chief Operating 2003 125,559 -0- 1,554
Officer
</table>
Explanation of Columns:
(1) All Other Compensation: All other compensation that does not
fall under any of the aforementioned categories. Amounts
shown are contributions to the Company's 401(k) Plan on
behalf of Mr. Alexander to match a portion of his deferred
contributions in 2005, 2004 and 2003.
(2) A portion of Mr. Alexander's bonus was earned in 2005, but
paid in 2006.
(3) Mr. Alexander is an employee-at-will of the Company and does
not have an employment contract.
Option Grants
There were no options to purchase the Company's Common Stock
granted to the named executive officer in fiscal year 2005.
Option Exercises and Year-End Option Value
The following table sets forth information concerning the
number and value of unexercised options to purchase the Company's
Common Stock held by the named executives at fiscal year end.
Aggregated Option Exercises in Last Fiscal
Year, and Year-End Option Value
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Option
Options at Fiscal Year at Fiscal Year-End
End (#) ($)(1)
---------------------- --------------------
Shares
Acquired On
Exercise Value Exercisable/ Exercisable/
(#) Realized ($) Unexercisable Unexercisable
--------- ------------ --------------- -------------------
Edward B.
Alexander 0 $0 7,500/0 $300/0
(1) Market value of underlying securities at year end ($1.59 at
December 28, 2005, the last trading day of the Company's fiscal
year), minus the various exercise prices.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
December 12, 2005
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 2005 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 2005.
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 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 2005, Mr. Alexander's salary was increased to
$133,400 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 2005, Mr.
Alexander earned a total of $5,300 under this program, a portion
of which was paid in 2006.
Respectfully Submitted,
Glen F. Ceiley
William Means
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are Directors
Ceiley and Means. 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. Mr. Ceiley did not receive any
compensation for his service as principal executive officer and
has not participated in any related party transactions required
to be disclosed under Item 404 of Regulation S-K. Mr. Means is
not currently nor has he ever been an employee of the Company,
and has not participated in any related party transactions
(described in Item 404 of Regulation S-K).
Director Compensation
None of the director nominees were employees of the Company
during the fiscal year ended December 28, 2005. 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 2006 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.
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 3, 2001
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.
<s> <c> <c> <c> <c> <c> <c>
1/3/2001 1/2/2002 12/31/2002 12/31/2003 12/29/2004 12/28/2005
EACO CORPORATION 100.00 133.33 65.33 106.67 97.33 212.00
RESTAURANTS 100.00 101.41 80.95 111.45 136.12 144.82
NASDAQ MARKET INDEX 100.00 79.71 55.60 83.60 90.63 92.62
</table>
[CHART OMITTED]
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 2006 but will do so at a later date. The firm
Squar Milner, served as the independent accountant for the
Company for the fiscal year ending December 28, 2005. That firm
has served as the auditor for the Company since October 2005.
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. Abstentions and
broker non-votes have no effect under Florida law.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 2007 Annual
Meeting of Shareholders must be received by the Company
(addressed to the attention of the Corporate Secretary) not later
than December 28, 2006 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, 2007. Proposals should be sent to the
Company's executive office 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 1500 N. Lakeview
Avenue, Anaheim, California 92807, (714) 876-2490.
By Order of the Board of Directors
Glen F. Ceiley
Chairman of the Board
Date: April 27, 2006