Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

(1)

To elect the three directors nominated by the Board of Directors for three-year terms or until their successors are elected and qualified;

(2)

To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2018; and

(3)

To consider any other business that may properly come before the meeting.

By Internet.  You may vote by proxy via the Internet by following the instructions on the proxy card provided.

By Telephone. You may vote using the directions on your proxy card by calling the toll-free telephone number printed on the card.

By mail.  You may vote by proxy by signing and returning the proxy card provided.

In person.  Shareholders of record and beneficial shareholders with shares held in street name may vote in person at the meeting.  If you hold shares in street name, you must also obtain a legal proxy from your broker to vote in person at the meeting.

1.

Whether the candidate would assist in achieving a diverse mix of Board members, including a diversity of viewpoints, backgrounds, experiences or other demographics;

2.

The extent of the candidate’s business experience, technical expertise and specialized skills or experience;

3.

Whether the candidate, by virtue of particular experience relevant to the Company’s current or future business, will add specific value as a Board member; and

4.

Any other factors related to the ability and willingness of a candidate to serve, or an incumbent director to continue his or her service to, the Company.

J. Allen Fine, Chief Executive Officer and Chairman of the Board, James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary, are not included in this table as they are employees of the Company and do not receive additional compensation for their services as directors.  The compensation received by Messrs. Fine, Fine, Jr. and Fine as employees of the Company is shown in the Summary Compensation Table on page 22.

The Company did not grant any stock awards during fiscal 2017.  There were no stock awards outstanding at December 31, 2017 held by the directors.

The amounts shown in this column indicate the grant date fair value of SARs computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718.  For additional information regarding the assumptions made in calculating these amounts, see Note 7 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.  The aggregate number of SARs outstanding at December 31, 2017 held by directors was as follows:

(1)

The percentages are calculated based on 1,886,630 shares outstanding as of April 2, 2018, which excludes 291,676 shares held by a wholly-owned subsidiary of the Company.  The shares held by the subsidiary are not entitled to vote at the Annual Meeting of Shareholders.

(2)

The information included in the above table is based solely on Amendment No. 10 to Schedule 13G filed with the SEC on February 10, 2017.

(3)

This includes 151,099 shares held by a limited liability company of which J. Allen Fine is the manager and possesses sole voting and investment power with respect to such shares.

(4)

This includes 95,000 shares held by a limited partnership of which James A.  Fine, Jr. is a general partner and shares joint voting and investment power over such shares with W. Morris Fine.  Such shares are also reflected in W. Morris Fine’s beneficially-owned shares.  Additionally, this includes 515 shares held by Mr. Fine’s wife and 2,512 shares held by other family members.

(5)

This includes 95,000 shares held by a limited partnership of which W. Morris Fine is a general partner and shares joint voting and investment power over such shares with James A. Fine, Jr.  Such shares are also reflected in James A. Fine, Jr.’s beneficially-owned shares.  Additionally, this includes 470 shares held by Mr. Fine’s wife and 3,582 shares held by other family members.

(6)

The information included in the above table is based solely on Amendment No. 8 to Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 9, 2018.  The Schedule 13G/A states as follows: “Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”).  In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor or sub-adviser to certain Funds.  In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds.  However, all securities reported in this schedule are owned by the Funds.  Dimensional disclaims beneficial ownership of such securities.  In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.”

(7)

The information included in the above table is based solely on a Schedule 13D filed with the SEC on October 7, 2015 by Groveland Capital LLC, Groveland Master Fund Ltd. and Nicholas J. Swenson (; GrizzlyRock Capital, LLC, GrizzlyRock GP, LLC, GrizzlyRock Value Partners, LP and Kyle Mowery; and Vivaldi Asset Management, LLC, Vivaldi Holdings, LLC, Air T, Inc. and Seth Barkett.

(8)

The information included in the above table is based solely on the Schedule 13G filed by BlackRock, Inc. with the SEC on February 1, 2018.  The reporting person has sole voting power over 103,199 shares and sole dispositive over 104,323 shares.

(1)

The percentages are calculated based on 1,886,630 shares outstanding as of April 2, 2018, which excludes 291,676 outstanding shares held by a subsidiary of the Company.  The shares held by the subsidiary are not entitled to vote at the Annual Meeting.

(2)

This includes 151,099 shares held by a limited liability company of which J. Allen Fine is the manager and possesses sole voting and investment power with respect to such shares.

(3)

This includes 95,000 shares held by a limited partnership of which James A. Fine, Jr. is a general partner and shares joint voting and investment power over such shares with W. Morris Fine. Such shares are also reflected in W. Morris Fine’s beneficially-owned shares.  Additionally, this includes 515 shares held by Mr. Fine’s wife and 2,512 shares held by other family members.

(4)

This includes 95,000 shares held by a limited partnership of which W. Morris Fine is a general partner and shares joint voting and investment power over such shares with James A. Fine, Jr.  Such shares are also reflected in James A. Fine, Jr.’s beneficially-owned shares.  Additionally, this includes 470 shares held by Mr. Fine’s wife and 3,582 shares held by other family members.

(5)

This total includes 4,000 shares of Common Stock that Mr. King has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.

(6)

This total includes 4,000 shares of Common Stock that Mr. Morton has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.

(7)

This total includes 4,000 shares of Common Stock that Mr. Francis has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.

(8)

This total includes 4,000 shares of Common Stock that Mr. Johnson has the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.

(9)

This total includes 4,000 shares of Common Stock that Mr. Hutson has the right to purchase under SARs that are presently exercisable or exercisable within 60 days of April 2, 2018.

(10)

This total includes 4,000 shares of Common Stock that Mr. Speed has the right to purchase under SARs that are presently exercisable or exercisable within 60 days of April 2, 2018.

(11)

For purposes of calculating this total, the 95,000 shares of Common Stock owned jointly by James A. Fine, Jr. and W. Morris Fine are only counted once.  This total includes 24,000 shares of Common Stock that all directors, nominees for director and executive officers as a group have the right to purchase under SARs that are presently exercisable or are exercisable within 60 days of April 2, 2018.

In 2017 and 2016, audit fees consisted of the audit of the financial statements, reviews of the quarterly financial statements, services rendered in connection with statutory and regulatory filings and services related to internal control over financial reporting.

Tax fees consisted primarily of tax compliance services.

the philosophy and objectives of the compensation program, including the results and behaviors the program is designed to reward;

the process used to determine executive compensation;

the role of shareholder say-on-pay votes;

each element of compensation (see “Elements of Executive Compensation” section below);

the reasons why the Committee chooses to pay each element;

how the Committee determines the amount of each element; and

how each element and the Committee’s decisions regarding that element fit into the Committee’s stated objectives and affect the Committee’s decisions regarding other elements.

aligning executives’ interests with those of shareholders;

promoting and rewarding the fulfillment of annual and long-term objectives;

promoting and rewarding long-term commitment;

maintaining internal compensation equity; and

competing for talent in order to retain executives with the skills and attributes the Company needs.

base salaries;

annual incentive bonuses;

long-term equity incentive awards;

a nonqualified supplemental retirement benefit plan;

a nonqualified deferred compensation plan;

benefits under employment agreements;

potential payments and benefits upon change of control; and

benefits and perquisites.

the responsibilities and critical leadership role of the executives;

the experience and individual performance of the executives, and their contribution to the Company’s strategic initiatives;

the Company’s financial performance, judged in light of external market factors;

the Company’s stock price performance, in absolute terms and relative to its peers and the market as a whole;

the Compensation Committee’s evaluation of market demand for executives with similar capability and experience;

the Compensation Committee’s desire to strike an appropriate balance between the fixed elements of compensation and the variable performance-based elements; and

obligations under employment agreements.

it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Company’s executive officers notwithstanding the possibility, threat or occurrence of a change in control; and

it is imperative to diminish the inevitable distraction to such executive officers by virtue of the personal uncertainties and risks created by a pending of threatened change in control.

(1)

Reflects cash bonuses earned in the applicable year.

(2)

Amounts set forth as "All Other Compensation" for fiscal 2017 consists of the following:

(3)

Amounts include a length-of-service award as follows:

except in the case of death, a lump sum payment of three times his then-current salary, but in no event less than $910,000;

except in the case of death, a lump sum payment of three times the average of the bonus compensation paid to him in the three prior fiscal years, but in no event less than $1,055,000;

accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan; 

accelerated vesting in full of all stock options held by him;

continued participation in the Company's health insurance plans by him and his wife at no expense until his death or, if later, his wife's death; and

continued participation in the Company's health insurance plans by his dependent children at no expense until any such children are no longer dependent.

a lump sum payment of five times his then-current salary, but in no event less than $1,516,800;

a lump sum payment of five times the average of the bonus compensation paid to him in the three prior fiscal years, but in no event less than $1,758,335;

accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan;

accelerated vesting in full of all stock options held by him; and

continued health insurance coverage as described above.

a lump sum payment equal to 2.99 times his then-current base salary, but in no event less than $907,046;

a lump sum payment equal to 2.99 times the average bonus compensation paid to him during the preceding three fiscal years, but in no event less than $1,051,484;

accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan;

accelerated vesting in full of all stock options held by him; and

continued health insurance coverage as described above.

an amount equal to that amount he would have received as salary had he remained an employee until the later of the date of his termination and the date that was 30 days after notice of his termination; and

accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan.

the executive's conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude;

the commission by the executive of a fraud against the Company for which he is convicted;

gross negligence or willful misconduct by the executive with respect to the Company which causes material detriment to the Company;

the falsification or manipulation of any records of the Company;

repudiation of the agreement by the executive or the executive's abandonment of employment with the Company;

breach by the executive of his confidentiality, non-competition or non-solicitation obligations under the agreement; or

failure or refusal of the executive to perform his duties with the Company or to implement or to follow the policies or directions of the Board of Directors within 30 days after a written demand for performance is delivered to the executive that specifically identifies the manner in which the Board of Directors believes that the executive has not performed his duties or failed to implement or follow the policies or directions of the Board of Directors.

any person or group acting in concert, other than the executive or his affiliates or immediate family members, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's outstanding shares entitled to vote for the election of directors;

the directors serving at the time the agreement was entered into or any successor to any such director (and any additional director) who after such time (i) was nominated or selected by a majority of the directors serving at the time of his or her nomination or selection and (ii) who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company's outstanding shares entitled to vote for the election of directors, cease for any reason to constitute at least a majority of the Company's Board of Directors;

a sale of more than 50% of the Company's assets (measured in terms of monetary value) is consummated; or

any merger, consolidation or like business combination or reorganization of the Company is consummated that results in the occurrence of any event described above.

Messrs. Fine, Jr. and Fine are eligible to receive retirement benefits under their agreements after age 50, rather than age 70;

the minimum lump sum salary payment upon termination for disability or retirement shall be no less than $766,680 for each;

the minimum lump sum bonus compensation payment upon termination for disability or retirement shall be no less than $1,030,000 for James A. Fine, Jr. and no less than $1,015,000 for W. Morris Fine;

the minimum lump sum salary payment for termination without cause or by employee for "good reason" shall be no less than $1,277,800 for each;

the minimum lump sum bonus compensation payment for termination without cause or by employee for "good reason" shall be no less than $1,716,665 for James A. Fine, Jr. and no less than $1,691,665 for W. Morris Fine;

if James A. Fine, Jr. leaves the Company due to a "change in control," he will receive a lump sum salary payment in an amount no less than $764,124 and a lump sum bonus payment in an amount no less than $1,026,565;

if W. Morris Fine leaves the Company due to a "change in control," he will receive a lump sum salary payment in an amount no less than $764,124 and a lump sum bonus payment in an amount no less than $1,011,615; and

following termination of employment by the Company other than for "cause" or by the executive due to a material breach by the Company of the agreement (i.e., "good reason") or because of a "change in control," they are entitled to cause the Company to transfer to them any life insurance policies owned by the Company on their lives.

reduced by the following amounts:

(a)

three times the then-current base salary but in no event less than $766,680 for each executive;

(b)

three times the average bonus compensation during the preceding three fiscal years but in no event less than $1,030,000 for James A. Fine, Jr. and no less than $1,015,000 for W. Morris Fine;

(c)

the cost of continued participation in the Company's health insurance plans by the executive's wife until her death; and

(d)

the cost of continued participation in the Company's health insurance plans by the executive's dependent children until any such children are no longer dependent; and

increased by the amounts accrued on the Company's books as of the date of death for the payments described in items (a) through (d) above.

The executive's compliance with certain covenants with respect to confidential information;

The executive's compliance with a two year non-competition covenant; and

The executive's compliance with a two year non-solicitation covenant.

(1)

J. Allen Fine became eligible to retire on May 2, 2004.

(2)

James A. Fine, Jr. became eligible to retire on April 19, 2012.

(3)

W. Morris Fine became eligible to retire on July 30, 2016.

(4)

Represents lump sum severance payment equal to 2.99 times base salary, but in no event less than $907,046 for J. Allen Fine, $764,124 for James A. Fine, Jr. and $764,124 for W. Morris Fine.

(5)

Represents lump sum severance payment under the Death Benefit Plan Agreement equal to three times base salary, but in no event less than $910,000 for J. Allen Fine, $766,680 for James A. Fine, Jr. and $766,680 for W. Morris Fine.

(6)

Represents 30 days severance.

(7)

Represents lump sum severance payment equal to five times base salary, but in no event less than $1,516,800 for J. Allen Fine, $1,277,800 for James A. Fine, Jr. and $1,277,800 for W. Morris Fine.

(8)

Represents lump sum severance payment equal to 2.99 times average bonus for past three fiscal years, but in no event less than $1,051,484 for J. Allen Fine, $1,026,565 for James A. Fine, Jr. and $1,011,615 for W. Morris Fine.

(9)

Represents lump sum severance payment under the Death Benefit Plan Agreement equal to three times average bonus for past three fiscal years, but in no event less than $1,055,000 for J. Allen Fine, $1,030,000 for James A. Fine, Jr. and $1,015,000 for W. Morris Fine.

(10)

Represents lump sum severance payment equal to five times average bonus for past three fiscal years, but in no event less than $1,758,335 for J. Allen Fine, $1,716,665 for James A. Fine, Jr. and $1,691,665 for W. Morris Fine.

(11)

Represents accumulated benefit under the Company's Nonqualified Supplemental Retirement Benefit Plan plus contribution required to ensure minimum of 20 quarters of Company contributions.

(12)

Represents the accrued annual supplemental cash retirement benefit under the named executive officers' employment agreements.

(13)

Reflects estimated cost of providing health insurance plan coverage utilizing assumptions used for financial reporting purposes.

(14)

Represents additional estimated lump sum amount, if any, that would be payable under the officer's Death Benefit Plan Agreement.

(15)

Reflects cash surrender value of life insurance policy, transferable at the executive's request.