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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

EARL SCHEIB, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Earl Scheib, Inc.
15206 Ventura Boulevard, Suite 200
Sherman Oaks, California 91403

Notice of Annual Meeting of Shareholders
To the Shareholders of
EARL SCHEIB, INC.:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of EARL SCHEIB, INC. (the "Company") will be held in the Ventura Room at the Radisson Valley Center Hotel located at 15433 Ventura Blvd., Sherman Oaks, California on Thursday, August 29, 2002 at 10:00 a.m., for the following purposes:

(1)

To elect six directors, each for a term of one year and until their successors shall have been duly elected and qualified.



(2)

To ratify the appointment of the Company's independent auditors.



(3)

To transact such other business as may properly come before the meeting and any adjournments thereof.

        Only shareholders of record at the close of business on July 5, 2002 are entitled to notice of and to vote at the Annual Meeting of Shareholders or any adjournments thereof.

        Your attention is called to the Proxy Statement and accompanying Proxy Card. You are requested, whether or not you plan to be present at the meeting, to sign, date and return the Proxy Card in the enclosed envelope, to which no postage need be affixed if mailed in the United States. If you attend the Annual Meeting, you may withdraw your proxy and vote your own shares at the meeting.

        A copy of the 2002 Annual Report of the Company accompanies this Notice but is not a part of the proxy solicitation material.

By order of the Board of Directors

David I. Sunkin
Vice President & General Counsel,
Secretary

Sherman Oaks, California
July 26, 2002

IF YOU PLAN TO ATTEND:

Please note that attendance is limited to shareholders only. Each shareholder may be asked to present valid picture identification. Shareholders holding stock in brokerage accounts ("street name") will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date to gain admission to the meeting.

        Earl Scheib, Inc. is listed and traded on the American Stock Exchange (Symbol "ESH").

Earl Scheib, Inc.
15206 Ventura Boulevard, Suite 200
Sherman Oaks, California 91403

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To be Held August 29, 2002 at 10:00 a.m.

        The accompanying Proxy is solicited by the Board of Directors of Earl Scheib, Inc. (the "Company"), to be used at the Annual Meeting of Shareholders to be held on Thursday, August 29, 2002 and any adjournments thereof (the "Meeting"). Shares represented by valid Proxies in the enclosed form will be voted as specified if executed and received in time for the Meeting. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO BEING VOTED BY DELIVERING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

        This Notice of Annual Meeting and Proxy Statement is being mailed to shareholders on or about July 26, 2002.

VOTING SECURITIES

        Only shareholders of record at the close of business on July 5, 2002, are entitled to notice of and to vote at the Meeting, each share having one vote. In electing directors, shareholders may vote in favor of all nominees, withhold their votes from all nominees or withhold their votes from specific nominees. If no specific instructions are given with respect to the matters to be acted upon, the shares represented by a signed Proxy will be voted FOR the election of all nominees and FOR the ratification of the appointment of the Company's independent auditors. Directors will be elected by a plurality of votes cast by holders of shares of Common Stock voting in person or by Proxy at the Meeting. Approval of any other proposals will require the affirmative vote of the holders of a majority of shares of Common Stock voting in person or by Proxy at the Meeting. Broker non-votes will not be included in vote totals and will have no effect on the outcome of the vote. On the record date, the Company had issued and outstanding 4,367,682 shares of Common Stock, par value $1.00.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table indicates the number of shares of the Company's Common Stock beneficially owned as of June 28, 2002, by (i) all persons known to the Company who own more than 5% thereof, (ii) all directors of the Company, and (iii) all directors and executive officers of the Company as a group:

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(a)		Percent of Outstanding Shares
Dimensional Fund Advisors, Inc 1229 Ocean Avenue, Suite 650 Santa Monica, CA 90401	333,900	(b)	7.6	%
Gabelli Funds, Inc. and Affiliates One Corporate Center Rye, NY 10580	1,562,260	(c)	35.8	%
Estate of Earl A. Scheib c/o Greg Kling Kling, Lee & Patrick 12750 Center Court Dr. #250 Cerritos, CA 90703	571,800		13.1	%
Lawndale Capital Management, LLC 1 Sansome Street #3900 San Francisco, CA 94104	536,600	(d)	12.3	%
Enterprise Group of Funds 3343 Peachtree Rd., #450 Atlanta, GA 30326	310,000		7.1	%
Christian K. Bement	256,500	(e)	5.9	%
Stuart D. Buchalter	32,250	(f)	*
Allan E. Buch	2,500		*
Alexander L. Kyman	25,750	(g)	*
Robert M. Smiland	5,000		*
Gregory Helm	17,500	(h)	*
All directors, nominees for director and executive officers as a group (10 persons)	487,397		11.1	%

*

Indicates ownership of less than 1% of the Company's Common Stock

(a)

Except as noted below, each of such beneficial owners exercises sole voting and investment power over all shares shown. Amounts include shares owned outright plus shares which could be acquired on or before August 27, 2002.

(b)

According to a Securities and Exchange Commission Schedule 13D, dated January 30, 2002. Dimensional Fund Advisors, Inc. ("Dimensional"), an investment advisor 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 to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the "Funds". In its role as investment adviser or manager, Dimensional possesses both voting and/or investment power over the securities of the Company that are owned by the Funds. All securities are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

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(c)

According to a Securities and Exchange Commission Schedule 13D, dated May 29, 2002, Gabelli Funds, Inc. and its affiliates hold all such shares for the benefit of their clients. Gabelli Funds, Inc. claims beneficial ownership of all 1,562,260 shares except for 9,460 shares owned by Mario J. Gabelli as an individual.

(d)

According to a Securities and Exchange Commission Form 4, dated July 9, 2002.

(e)

Includes 56,500 shares owned outright and 200,000 shares which may be acquired upon the exercise of employee stock options which are presently exercisable.

(f)

Includes 22,250 shares owned outright and 10,000 shares which may be acquired upon the exercise of directors' stock options which are presently exercisable.

(g)

Includes 1,000 shares owned by a trust of which Mr. Kyman is one of two trustees, 2,500 shares in an Individual Retirement Account and 20,000 shares which may be acquired upon the exercise of directors' stock options which are presently exercisable.

(h)

Includes 2,500 shares owned outright and 15,000 shares which may be acquired upon the exercise of directors' stock options which are presently exercisable.

ITEM 1—ELECTION OF DIRECTORS

        Six persons are to be elected to the Board of Directors, each for a term of one year, commencing on the date of the Meeting and continuing until the Annual Meeting of Shareholders to be held in 2003 and until their successors have been duly elected and qualified. Of the six nominees, Christian Bement may be deemed a "controlling person" of the Company.

        All of the nominees are currently serving as directors of the Company. In the event that any nominee for director would become unavailable, it is intended that votes will be cast, pursuant to the enclosed Proxy, for such substitute nominee as may be nominated by the Board of Directors. The Board of Directors has no present knowledge that any of the persons named will be unavailable to serve.

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Information Concerning Directors and Nominees to Board of Directors

        The following table sets forth the principal occupation or employment and principal business of the employer, if any, of each director of the Company, as well as his age, business experience, other directorships held by him and the period during which he has served as director of the Company:

Name, Age and Present Position	Principal Occupation for the Past Five Years; Other Directorships; Business, Experience
Christian K. Bement, 60 President and Chief Executive Officer, Director	Mr. Bement became President and Chief Executive Officer on January 1, 1999. Mr. Bement previously served the Company as its Executive Vice President and Chief Operating Officer since February 1995 and became a director in 1997. Prior thereto and for over 25 years, Mr. Bement served in various senior executive positions at Thrifty Corporation.
Stuart D. Buchalter, 64 Chairman of the Board	Stuart Buchalter has served as a director of the Company since 1997 and was elected non-executive Chairman on January 1, 2002. Mr. Buchalter has been Of Counsel with the California law firm of Buchalter, Nemer, Fields & Younger, a Professional Corporation, since August 1980. He has been a principal of East-West Capital Associates, Inc., a venture capital investment firm, since February 1996. Mr. Buchalter is a director and in November 2001 was appointed as non-executive Chairman of The Warnaco Group, Inc., an apparel manufacturer. Mr. Buchalter is also a director of City National Corp., the holding company for City National Bank. He is also Chairman of the Board of Trustees of Otis College of Art & Design. Mr. Buchalter is Chairman of the Company's Audit Committee and is the uncle of David I. Sunkin, the Company's Vice President & General Counsel.
Alexander L. Kyman, 72 Director	A director since August 1994, Mr. Kyman from 1984 to 1992 was President of City National Bank (commercial bank). From 1992 through 1993, Mr. Kyman was Vice Chairman of City National Bank. Currently, Mr. Kyman is a business and financial consultant. Mr. Kyman is a member of the Company's Audit Committee.
Gregory J. Helm, 54 Director	A director since April 2000, Mr. Helm had been, since 1994 to early 2000 (when he sold the company), co-founder and President of Houston Helm and Company, a nationally recognized advertising agency and graphic design firm. Mr. Helm currently operates his own firm, Helm Consulting Group, Inc. and is also Executive Vice President of Captive Media, Inc. Mr. Helm is Chairman of the Company's Compensation Committee.

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Allan E. Buch, 64 Director

A director since March 2002, Mr. Buch is a private investor and was the co-founder and former Chief Executive Officer of Empco Industries, an automotive tire and wheel distributor in the United States and international markets. Mr. Buch was also the co-founder and President of Capital Group Tire Sales, an operator of a chain of approximately 95 retail stores in 10 states which sold tires, brakes, batteries and other related automotive products until its sale in 1990. He serves as a Trustee at the University of California Foundation at Berkeley. Mr. Buch is a member of the Company's Compensation Committee.

Robert M. Smiland, 45 Director

A director since December 2001, Mr. Smiland is Chief Executive Officer of Smiland Paint Company and a Partner in Smiland Land Company. He also serves in various fiduciary capacities in a number of civic and community organizations, including as a Trustee at the University of California Foundation at Berkeley where he graduated in 1978. Mr. Smiland is a member of the Company's Audit Committee and Compensation Committee.

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THE BOARD OF DIRECTORS

Meetings, Organizations and Remuneration

        During the Fiscal year ended April 30, 2002 ("Fiscal 2002"), the Board of Directors met five (5) times. For their services on the Board during Fiscal 2002, all non-employee directors were paid $18,000 as a retainer which includes compensation for all regular, special and committee meetings. Compensation was payable $9,000 in cash and $9,000 in the form of Company Common Stock based upon a price of $4.00 per share. Since January 1, 2002, Mr. Buchalter has been paid at a rate of $30,000 per year for his services as non-executive Chairman, payable $18,000 in cash and $12,000 in common stock based on the same pricing formula used by the non-employee directors. Each director attended at least 75% of all applicable Board and committee meetings.

Audit Committee

        The Audit Committee has adopted a charter pursuant to which it (i) recommends to the Board of Directors a firm of independent certified public accountants to conduct the annual audit of the Company's books and records; (ii) reviews with such accounting firm the scope and results of the annual audit; (iii) reviews the adequacy of the Company's system of internal accounting controls with such independent accountants; (iv) reviews fees charged by the independent accountants for professional services; and (v) reviews pronouncements as to accounting standards for their applicability to the Company.

        The Company's independent public accountants are invited to attend meetings of the Audit Committee and certain members of management may also be invited to attend. The Audit Committee consists of three non-employee directors, Messrs. Stuart D. Buchalter, who acts as Chairman, Alexander L. Kyman and Robert M. Smiland. The Committee met five (5) times during Fiscal 2002.

Compensation Committee

        The Compensation Committee reviews and approves all salary arrangements and other compensation for officers of the Company. The Compensation Committee during Fiscal 2002 consisted of three non-employee directors, Messrs. Gregory J. Helm, who acts as Chairman, Allan E. Buch and Robert M. Smiland. The Compensation Committee met four (4) times during Fiscal 2002.

Compensation Committee Interlock And Insider Participation

        No member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during the year. None of the executive officers of the Company has served on the Board of Directors or on the compensation committee of any other entity, any of whose officers served either on the Board of Directors or on the Compensation Committee of the Company.

Nominating Committee

        The Nominating Committee, composed of Messrs. Buchalter and Bement, is responsible for soliciting recommendations for candidates for the Board of Directors; developing and reviewing background information for candidates; and making recommendations to the Board regarding such candidates. The Nominating Committee met informally several times during Fiscal 2002.

Shareholder Nominees

        Under the Company's Bylaws, the Board and/or Nominating Committee will accept nominees from shareholders if the procedures set forth in the Bylaws are satisfied. Under the Bylaws, nominations by any shareholder must be made to the secretary of the Company and received by the secretary not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting for that year; provided

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however, that in the event that less than sixty-five (65) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder will be timely if the nomination is received within fifteen (15) days of the day on which such notice of the date of the meeting was publicly disclosed or mailed. The shareholder's notice must contain the information prescribed by the Company's Bylaws.

EXECUTIVE COMPENSATION

        The following tables and narrative text discuss the compensation paid in Fiscal 2002 and the two prior fiscal years to the Company's Chief Executive Officer and the Company's other executive officers whose disclosure of compensation is required pursuant to the rules of the Securities and Exchange Commission (the "Named Executives").

SUMMARY COMPENSATION TABLE

		Annual Compensation		Long-Term Compensation
					All Other Compensation
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Securities Underlying Options (#)
					(5)
Christian K. Bement President & Chief Executive Officer(1)	2002 2001 2000	220,000 220,000 220,000	0 0 0		4,400 4,400
Charles E. Barrantes Vice President & Chief Financial Officer(2)	2002 2001 2000	155,008 155,008 116,255	0 0 0	10,000 50,000
David I. Sunkin Vice President & General Counsel, Secretary(3)	2002 2001 2000	140,838 130,005 130,005	15,000 0 12,000	10,000	3,938 3,293
James Smith Vice President—Shop Operations	2002 2001 2000	107,735 113,058 109,038	0 0 0	5,000	4,795 4,755
John K. Minnihan Vice President—Finance(4)	2002 2001	107,546 104,004	0 0	5,000	9,972 9,932

(1)

Prior to January 1, 1999, Mr. Bement served as Executive Vice President and Chief Operating Officer. Mr. Bement is entitled to termination benefits under certain circumstances.

(2)

Fiscal 2000 amount reflects 9 months of service.

(3)

Mr. Sunkin is entitled to termination benefits under certain circumstances. Mr. Sunkin is the nephew of Stuart D. Buchalter, a director of the Company.

(4)

Mr. Minnihan was elected as an Officer of the Company in December, 2000.

(5)

The amounts shown in this column are as follows: Mr. Bement, $4,400 as matching contribution by the Company under the Earl Scheib Inc. Employee Savings Plan ("401-K"); Mr. Sunkin $2,600 as Company matching contribution to his 401-K Plan and $1,398 for the payment of Life Insurance premium; Mr. Smith $2,261as Company matching contribution to his 401-K Plan, $1,000 for the payment of Life Insurance premium and $1,534 for payment of Supplemental Employee Retirement Plan ("SERP") premium for the benefit of Mr. Smith; and Mr. Minnihan $2,164 as Company matching contribution to his 401-K Plan, $3,000 for the payment of Life Insurance premium and $4,808 for payment of SERP premium for the benefit of Mr. Minnihan.

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Option/SAR Grants In Last Fiscal Year

					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Individual Grants
	Number of Securities Underlying Options/SARs Granted (#)	% of Total Options/ SARs Granted to Employees in Fiscal Year
					5%	10%
Name			Exercise or Base Price ($/Share	Expiration Date	Aggregate Value	Aggregate Value
Charles E. Barrantes	5,000 5,000	4.8 4.8	3.00 4.00	3/21/12 3/21/12	24,433 32,578	38,906 51,875
David I. Sunkin	5,000 5,000	4.8 4.8	3.00 4.00	3/21/12 3/21/12	24,433 32,578	38,906 51,875
James E. Smith	5,000	4.8	3.00	3/21/12	24,433	38,906
John K. Minnihan	5,000	4.8	3.00	3/21/12	24,433	38,906

Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values

        The following table sets forth below information with respect to previously granted options which were exercised (if any) or which remain outstanding for the Named Executives.

			Number of Unexercised Options at FY-End (#)			Value of Unexercised In-the Money Options (1)
Name	On Exercise (#)	Value Realized ($)
			Exercisable		Unexercisable	Exercisable	Unexercisable
Christian K. Bement	0	0	200,000	(2)	0	0	0
Charles E. Barrantes	0	0	25,000		35,000	0	0
David I. Sunkin	0	0	50,000		10,000	0	0
James E. Smith	0	0	25,250		5,750	0	0
John K. Minnihan	0	0	28,750		7,250	0	0

(1)

Value based upon $3.00 closing price per share of Common Stock on April 30, 2002.

(2)

In March, 2002, Mr. Bement forfeited an option to purchase 100,000 shares of Company Common Stock granted to him in Fiscal 1995.

Report of the Compensation Committee of the Board of Directors on Executive Compensation

        The Report of the Compensation Committee shall not be deemed incorporated by reference to any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

        The Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") is responsible for administering the executive compensation plans and programs of the Company including the 1994 Performance Employee Stock Option Plan and for making recommendations to the Board of Directors regarding the compensation and benefits provided to the Chief Executive Officer and the other executive officers. Each member of the Compensation Committee, whose names are set forth below this report, is an independent director of the Company.

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Compensation Policies

        The Company's executive compensation programs are designed to:

1.

Motivate executive officers to enhance the Company's performance for the benefit of its shareholders.



2.

Reward executives for superior individual contributions to the achievement of the Company's business objectives.



3.

Align the interests of the Company's executive officers and key employees with the interests of its shareholders through equity and performance based compensation programs.

        For Fiscal 2002, the key elements of the compensation program for executive management were base salary, cash bonuses and stock option grants. The Compensation Committee reevaluates executive compensation periodically to institute compensation packages which relate in part to overall Company performance and are similar to compensation packages awarded to similar positions in the industry. The Compensation Committee has previously retained an independent executive compensation consulting firm to evaluate the competitive position and structure of the Company's executive compensation plans and programs.

Base Salary

        Base salary levels generally are determined on the Compensation Committee's assessment of prevailing levels among similarly sized and situated publicly-held companies. The Compensation Committee also considers other factors, including the Company's financial performance, the depth of the duties and functions of each of the Named Executives, the individual executive's performance for the year, other benefits available to the Named Executives and the recommendations of the Company's Chief Executive Officer. The base salary is deemed to have been appropriate by the Compensation Committee in view of the value of stock options granted and the prior and expected contributions of the Named Executives to the Company's development.

Annual Performance Bonus Plan

        The Company has, in the past, utilized an annual performance bonus plan entitled Management By Objectives ("MBO"). Under the MBO, annual incentives are established for the Named Executives and certain key employees of the Company. The actual award is based on Company performance and individual performance, and may be greater or less than the target annual incentive. If the Company does not meet a threshold level of performance, no awards may be granted with the exception of discretionary annual bonuses discussed below. Generally, an individual's target award is calculated by assigning various weights to objective performance criteria such as sales increases, profit growth and individual objectives. Payments made under this Plan are earned and made in the Fiscal year following the Fiscal year in which the performance occurred. During Fiscal 2002, the Committee elected not to utilize the MBO. The Committee determined that in light of the Company's financial and operational restructuring, the MBO program was not the best method for aligning the interests of the shareholders with that of the Company's employees.

Discretionary Bonuses

        Discretionary bonuses may be granted by the Company to executive officers for exceptional individual performance. A discretionary bonus plan was the only bonus program utilized in Fiscal 2002.

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Equity Based Plans

        Stock options provide executives with the opportunity to buy and maintain an equity interest in the Company and to share in the appreciation of the value of the Company's stock. Stock options only have value if the stock price appreciates in value from the date the options are granted.

        In 1994, the shareholders adopted, and amended in 1996, the Earl Scheib, Inc. 1994 Performance Employee Stock Option Plan (the "1994 Performance Plan"). The 1994 Performance Plan was adopted to better align the interests of the Company's management and employees with those of the shareholders. Options will be granted to key employees who have made and are expected to continue to make valuable contributions to the Company. Options are typically granted at fair market value or higher on the date of grant and typically vest over a two and one-half to four year period.

        In addition, the shareholders, in 1994, adopted the Earl Scheib, Inc. 1994 Board of Directors Stock Option Plan (the "1994 Directors Option Plan") to provide an equity based incentive to the Company's non-employee directors. The 1994 Directors Option Plan provides that each independent director shall be eligible for an initial grant of options to purchase 10,000 shares of Common Stock at the fair market value on the date of grant and vest over a four year period. In 1996, the shareholders approved an amendment to the 1994 Directors Option Plan to further link the interests of the directors with those of the shareholders. The 1996 Amendment encourages ownership in the Company by providing the directors an opportunity to receive a grant of an additional option to purchase four times the number of shares of Company Common Stock the director purchases on the open market (up to a maximum of an option to purchase 10,000 shares).

Compensation of the Chief Executive Officer

        Mr. Bement was elected President and Chief Executive Officer on January 1, 1999. Mr. Bement previously served the Company as its Executive Vice President and Chief Operating Officer at an annual salary of $170,000. As a result of Mr. Bement's promotion and increase in duties and responsibilities, the Committee increased his salary to $220,000 and granted him stock options to purchase up to an additional 100,000 shares of Common Stock. The Compensation Committee considered compensation packages provided for similar positions in similar industries in arriving at Mr. Bement's compensation package. All of the options were granted at the closing price of the Common Stock on the American Stock Exchange on the date of Mr. Bement's election and vested over a 30-month period. Mr. Bement has historically participated in the MBO to the same extent as the prior CEO which allowed Mr. Bement to earn up to 50% of his salary, as bonus, if the Company meets certain financial performance targets. In March 2002, Mr. Bement forfeited an option to purchase 100,000 shares of Company Common Stock granted him in Fiscal 1995.

        Mr. Bement serves the Company in an "at-will" capacity pursuant to an Employment Agreement which provides for termination benefits under certain circumstances.

Gregory J. Helm, Chairman
Robert M. Smiland
Allan E. Buch

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Audit Committee Report

        The Board of Directors maintains an Audit Committee comprised of three of the Company's outside directors. The Board of Directors and the Audit Committee believe that the Audit Committee's current member composition satisfies the rules of the American Stock Exchange ("AMEX") that govern audit committee composition, including the requirements that (i) audit committee members all be "independent directors" as that term is defined by AMEX and (ii) the member possess suitable financial literacy.

        The Audit Committee oversees the Company's financial process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of the accounting principles, any selection of new or changes to accounting policies, the reasonableness of significant estimates or judgments, and the clarity of disclosures in the financial statements. The Board has adopted a written Charter of the Audit Committee which was attached as Exhibit A to the Company's 2001 Proxy Statement.

        The Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards, including Statement on Auditing Standards No. 61. In addition, the Committee has discussed with the independent auditors the auditors' independence from management and the Company including the matters in the written disclosures and the letter from the independent auditors required by the Independence Standards Board, Standard No. 1.

        The Committee discussed with the Company's independent auditors the overall scope and plans for their audit. The Committee met with the independent auditors, with and without management present, to discuss the results of their examination, their evaluation of the Company's internal controls, and the overall quality of the Company's financial reporting. The Committee held five meetings during Fiscal 2002.

        Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Principal Accounting Firm Fees

        The following table sets forth the aggregate fees billed to the Company during Fiscal 2002 by the Company's former accounting firm, Arthur Anderson, LLP. No fees were billed to the Company by Ernst & Young, LLP during Fiscal 2002.

Audit Fees	$	111,300
Tax Fees	$	90,700
Other Fees	$	0

Stuart D. Buchalter, Chairman
Alexander L. Kyman
Robert M. Smiland

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Performance Graph

        The Performance Graph below compares total cumulative return on the Company's Common Stock, the AMEX Market Value Index and a Peer Group.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG EARL SCHEIB INC., THE AMEX MARKET VALUE INDEX
AND A PEER GROUP

*

$100 INVESTED ON 4/30/97 IN STOCK OR INDEX—INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING APRIL 30.

ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

        The Company has appointed Ernst & Young LLP as the Company's independent auditors for the Fiscal 2002 upon the recommendation of the Audit Committee. Representatives of Ernst & Young LLP will be present at the Annual Meeting to respond to appropriate questions and to make such statements as they may desire.

The Board of Directors recommends that shareholders vote "FOR" ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for Fiscal 2002.

Changes in Company's Certifying Accountant.

        On June 19, 2002, the Board of Directors of the Company, upon recommendation of its Audit Committee, dismissed Arthur Andersen LLP as the Company's principal independent accountant which audited the Company's prior financial statements effective as of June 19, 2002.

        The audit reports of Arthur Andersen LLP on the consolidated financial statements of the Company as of, and for, the fiscal years ended April 30, 2000, and April 30, 2001, did not contain any

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adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

        During the two most recent fiscal years of the Company ended April 30, 2001, and the subsequent interim period to June 19, 2002, there were no disagreements between the Company and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to make reference to the subject matter of the disagreements in connection with its reports.

        None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of the Company ended April 30, 2001, and the subsequent interim period to June 19, 2002.

        On June 19, 2002, the Company engaged Ernst & Young LLP to be its independent auditors effective as of June 19, 2002. During the two most recent fiscal years of the Company ended April 30, 2001, and the subsequent interim period to June 19, 2002, the Company did not consult with Ernst & Young LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Section 16(a) Reporting Delinquencies

        Under federal securities laws and rules of the Securities and Exchange Commission, directors and executive officers of the Company, as well as persons holding more than 10% of the Company's outstanding shares of Common Stock, are required to file reports showing their initial ownership of the Company's Common Stock and any subsequent changes in that ownership with the Securities and Exchange Commission and the American Stock Exchange by certain specified due dates. Based solely on the Company's review of copies of such reports furnished to the Company and written representations that no other reports were required to be filed, during Fiscal 2002, all such reports that were required were filed on a timely basis.

Certain Relationships and Related Transactions

        Mr. Buchalter, a director of the Company, is of Counsel to the law firm of Buchalter, Nemer, Fields & Younger, P.C. which provided legal services to the Company during Fiscal 2002 and may do so in the future. Mr. Buchalter is also a director of City National Corp. the holding company for City National Bank which provided banking services to the Company in Fiscal 2002 and may do so in the future.

Shareholder Proposals for the 2003 Annual Meeting

        Any shareholder proposal intended to be included in the Company's Proxy Statement for the 2003 Annual Meeting of Shareholders must be received by the Company for inclusion in the Proxy Statement and form of proxy for that meeting no later than May 1, 2003. Under the Company's Bylaws, any other shareholder proposal to be presented at the 2003 Annual Meeting must be submitted in writing to the Company's secretary at the Company's principal offices no earlier than June 15, 2003, and no later than July 10, 2003.

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Other Business

        The Board of Directors is not aware of any matter which may properly be presented for action at the Meeting other than the matters set forth herein, but, should any other matter requiring a vote of the shareholders arise, it is intended that the proxies in the accompanying form will be voted in respect thereof in accordance with the best judgment of the person or persons voting the proxies, discretionary authority to do so being included in the Proxy, in the interests of the Company.

Proxies and Solicitations

        Proxies for the Meeting are being solicited by mail directly and through brokerage and bank institutions. The Company will pay all expenses in connection with the solicitation of proxies. In addition to the use of the mails, proxies may be solicited by directors, officers and regular employees of the Company personally, by telephone, or by telegraph. The Company does not expect to pay any fees or compensation for the solicitation of proxies but may reimburse brokers and other persons who hold stock in their names, or in the names of nominees, for their expenses in sending Proxy material to principals and obtaining their proxies.

Availability of Form 10-K

        The Company's Annual Report on Form 10-K for Fiscal 2002, including the financial statements and schedules thereto, as filed with the Securities and Exchange Commission, will be furnished to shareholders upon written request without charge. A copy may be requested by writing to David I. Sunkin, Vice President, Earl Scheib, Inc., 15206 Ventura Boulevard, Suite 200, Sherman Oaks, California 91403.

By order of the Board of Directors

David I. Sunkin
Vice President & General Counsel,
Secretary

Sherman Oaks, California
July 26, 2002

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PROXY EARL SCHEIB, INC.

        Solicited on behalf of the Board of Directors of EARL SCHEIB, INC. (the "Company") for use at the Annual Meeting of Shareholders (the "Meeting") to be held on August 29, 2002 at 10:00 A.M., at the Radisson Valley Center Hotel, 15433 Ventura Boulevard, Sherman Oaks, California.

        The undersigned hereby appoints John K. Minnihan and David I. Sunkin, or either one of them, as proxies, with full power of substitution, to vote all shares of Common Stock of the Company held of record by the undersigned on July 5, 2002 at the Meeting or at any adjournments thereof, on the proposal set forth below and in their discretion upon such other business as may properly come before the Meeting.

        The Board of Directors recommends a vote FOR all nominees listed in Proposal 1.

1. ELECTION OF DIRECTORS o  FOR all nominees listed below
  (except as marked to the contrary below) o  WITHHOLD AUTHORITY
  to vote for all nominees listed below.

Christian K. Bement Stuart D. Buchalter Allan E. Buch Gregory J. Helm Alexander L. Kyman Robert M. Smiland

(INSTRUCTION: To withhold authority for any individual write that nominee's name on the line provided below)

2.	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
	o  FOR	o  AGAINST	o  ABSTAIN

(Please sign and date on reverse side)

(Continued from the front side of card)

3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is given, this Proxy will be voted for all nominees listed in Proposal 1 and for the ratification of the appointment of the Company's independent auditors. All proxies heretofore given by the undersigned are hereby revoked. Receipt of the Proxy Statement dated July 26, 2002 is acknowledged.

Date:	, 2002
(Signature)
(Signature)
Please sign exactly as your name appears hereon. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please include full title.

QuickLinks

VOTING SECURITIES
ITEM 1—ELECTION OF DIRECTORS
SUMMARY COMPENSATION TABLE
Option/SAR Grants In Last Fiscal Year
Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values
ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS