SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
BONDED MOTORS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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<PAGE>
BONDED MOTORS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bonded
Motors, Inc., a California corporation (the "Company"), will be held on Monday,
April 21, 1997 at 2:00 p.m., local time, at the LAX Marriott Hotel, located at
5855 W. Century Boulevard, Los Angeles, California for the following purposes:
1.To elect the following nominees to serve as directors for the ensuing year
and until their successors are elected: Aaron Landon, Paul Sullivan, Buddy
Mercer, Edward T. Bradford, Richard Funk and Cornelius P. McCarthy III;
2.To ratify the appointment of KPMG Peat Marwick LLP as independent auditors
for the Company for the fiscal year ending December 31, 1997; and
3.To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only shareholders of record at the close of business on March 12, 1997 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
All shareholders are cordially invited to attend the Annual Meeting in person.
However, to ensure your representation at the Annual Meeting, you are urged to
mark, sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. You may revoke your proxy
at any time before it has been voted, and if you attend the meeting you may
vote in person even if you have previously returned your proxy card. Your
prompt cooperation will be greatly appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Aaron Landon
President and Chief Executive Officer
Los Angeles, California
March 21, 1996
<PAGE>
BONDED MOTORS, INC.
7522 South Maie Avenue
Los Angeles, CA 90001
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Bonded Motors, Inc., a California
corporation (the "Company"), for use at the Company's Annual Meeting of
Shareholders (the "Annual Meeting"). The information set forth herein is
furnished by the Company and is being sent to the Company's stockholders on
or about March 21, 1996.
Date, Time and Place of Annual Meeting
The Annual Meeting will be held at the LAX Marriott Hotel, located at
5855 W. Century Boulevard, Los Angeles, CA 90045 on April 21, 1997 at 2:00 P.M.
local time.
Purpose
The purpose of the Annual Meeting is to vote upon proposals: (i) to elect
six directors to serve until their successors are duly elected; (ii) to ratify
the appointment of KPMG Peat Marwick LLP as independent auditors for the
Company for the fiscal year ending December 31, 1997; and (iii) to transact
such other business as may properly come before the meeting or any
adjournments thereof.
Record Date and Outstanding Shares
Stockholders of record of Common Stock at the close of business on
March 12, 1997 (the "Record Date") are entitled to notice of and to vote at
the Annual Meeting. As of the Record Date there were 3,002,940 shares of
Common Stock issued and outstanding held by approximately 476 shareholders of
record. See "Security Ownership of Certain Beneficial Owners and Management."
The only person or entity known by the Company to be the beneficial owner of
more than 5% of the Company's Common Stock is Kennedy Capital Management, Inc.,
which owned approximately 9% of the Company's Common Stock.
Each holder of Common Stock is entitled to one vote for each share of
Common Stock held by such holder.
Voting of Proxies
Each holder of Common Stock has one vote for each share of Common Stock
held. Each shareholder voting in the election of directors may cumulate his
or her votes, giving one candidate a number of votes equal to the number of
directors to be elected (six) multiplied by the number of votes to which the
shareholder's shares are entitled, or distributing the shareholder's votes on
the same principle among as many candidates. However, no shareholder shall be
entitled to cumulate votes unless the candidate's name has been placed in
nomination prior to the voting and the shareholder, or any other shareholder,
has given notice at the Annual Meeting prior to the voting of the intention to
cumulate the shareholder's votes. On all other matters, each share of Common
Stock has one vote.
All shares of Common Stock that are entitled to vote and are represented
at the Annual Meeting by properly executed proxies received prior to or at the
Annual Meeting and not duly and timely revoked will be voted at the Annual
<PAGE>
Meeting in accordance with the instructions indicated on such proxies. If no
such instructions are indicated, such proxies will be voted (i) FOR the
election of each of the Company's nominees as a director; and (ii) FOR
ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors.
If any other matters are properly presented for consideration at the
Annual Meeting (or any adjournments or postponements thereof) including,
among other things, consideration of a motion to adjourn or postpone the
Annual Meeting to another time and/or place (including, without limitation,
for the purpose of soliciting additional proxies), the persons named in the
enclosed forms of proxy and voting thereunder will have the discretion to vote
on such matters in accordance with their best judgment. No business other
than that set forth in the accompanying Notice of Annual Meeting of
Shareholders is expected to come before the Annual Meeting. Should any other
matter requiring a vote of shareholders properly arise, the persons named in
the enclosed forms of proxy will vote such proxy in accordance with their best
judgment on such matter.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the taking of the vote at the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy; (ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Company, before the taking of the vote at
the Annual Meeting; or (iii) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy
should be sent to Bonded Motors, Inc., at 7522 South Maie Avenue, Los Angeles,
CA 90001, Attention: Secretary or hand-delivered to the Secretary of the
Company, in each case at or before the taking of the vote at the Annual
Meeting.
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock issued and outstanding on the
Record Date represented in person or by proxy. The Company intends to include
abstentions as present or represented for purposes of establishing a quorum for
the transaction of business and to include abstentions in the total number of
votes represented and voting with respect to a proposal (other than election of
directors). Accordingly, abstentions will have the same effect as a vote
against a proposal.
The Company intends to include broker non-votes as present or represented
for purposes of establishing a quorum for the transaction of business but to
exclude broker non-votes from the calculation of shares represented and voting
with respect to any proposal for which the broker has expressly not voted.
Accordingly, a broker non-vote will not affect the outcome of the voting on a
proposal.
Solicitation of Proxies; Expenses
The cost of this solicitation of the Company's stockholders will be borne
by the Company. The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owner. Proxies also may be solicited
by certain directors, officers and employees of the Company personally or by
telephone, telecopy or other means of communication. Such persons will not
receive additional compensation.
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Proposal No. 1
Election of Directors
A Board of six directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote all proxies for the six
nominees named below. If any nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline to
serve as a director. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received by
them in such a manner in accordance with cumulative voting as will assure the
election of as many of the nominees listed below as possible, and, in such
event, the specific nominees for whom the proxy holders will vote will be
determined by the proxy holders. The term of office of each person elected
as a director will continue until the Company's next Annual Meeting of
Stockholders.
The nominees for the Board of Directors and their ages as of March 12,
1997 are set forth below.
Name of Nominee Age Principal Occupation
- --------------- --- --------------------
Aaron Landon 55 Chairman, President and Chief Executive Officer
Paul Sullivan 53 Vice President of Finance and Administration,
Chief Financial Officer and Director
Buddy Mercer 53 Vice President of Operations, Chief Operating
Officer and Director
Edward T. Bradford 54 Investment Adviser
Richard Funk 60 Independent Consultant
Cornelius P. McCarthy III 37 Investment Banker
__________________
Mr. Landon, the founder of the Company, has served as Chairman, President
and Chief Executive Officer since 1971.
Mr. Sullivan has served as the Company's Vice President of Finance and
Administration since February 1994 and as Chief Financial Officer since January
1994. He also served as the Company's Controller from March 1989 to February
1994.
Mr. Mercer has served as the Vice President of Operations and Chief
Operating Officer of the Company since January 1994. He served as the
Company's General Manager, responsible for overseeing all operations and
sales, from January 1992 to January 1994. Mr. Mercer also served as the
Company's Sales Manager from 1982 to January 1992.
Mr. Bradford became a director of the Company on March 10, 1997. Since
March 1984, he has been a principal of Bradford & Marzec, Inc., an investment
management firm in Los Angeles.
Mr. Funk has served as a director of the Company since its initial public
offering in April 1996. Since January 1993, he has served as a consultant to
automobile engine remanufacturing companies. Prior to 1993, Mr. Funk was the
General Manager of Tam Engineering Corp., a large engine remanufacturer.
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<PAGE>
Mr. McCarthy has served as a director of the Company since its initial
public offering in April 1996. Since December 1996, he has been a Senior Vice
President of Corporate Finance at Pennsylvania Merchant Group, an investment
banking firm. From December 1993 to December 1996, he was a
Managing Director Corporate Finance of Laidlaw & Co., an investment banking
firm. From December 1992 to December 1993, Mr. McCarthy was President and
proprietor of McCarthy & Company, a financial consulting firm. From June 1988
to December 1992, Mr. McCarthy was a Vice President of Kemper Securities, Inc.
There are no family relationships between any of the directors or the
executive officers of the Company.
Recommendation
The Board of Directors recommends that shareholders vote FOR each of the
Company's nominees for director.
Vote Required
The six nominees receiving the highest number of affirmative votes of the
shares entitled to be voted for them shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum but have no other legal effect.
Board Meetings and Committees
The Board of Directors of the Company held a total of two meetings during
the fiscal year ended December 31, 1996. All directors attended each of the
Board meetings.
The Board has established an Audit Committee and Compensation Committee.
The Audit Committee consists of Messrs. Funk and McCarthy. The Audit
Committee reviews the Company's auditing procedures and examines other methods
of financial and compliance controls as appropriate. The Compensation
Committee consists of Messrs. Funk and McCarthy. The Compensation Committee
has the authority to fix salaries and bonuses of the Company's officers,
approve compensation plans for other employees and, except as otherwise
provided by the Board, administer the Company's stock option plans. The Audit
Committee and the Compensation Committee each held one meeting in 1996.
Compensation of Directors
During 1996, the Company granted to each director of the Company who was
not an employee of the Company options to purchase 1,500 shares of Common
Stock, exercisable at the fair market value at the date of grant, pursuant to
the Company's Non-Employee Directors' Stock Option Plan ("Directors' Plan").
Each non-employee director of the Company was also entitled to be paid $750
for, and reimbursed for their out-of-pocket expenses associated with, each
meeting of the Board of Directors and committees attended. All directors are
eligible to participate in the Company's 1996 Incentive Stock Plan
("1996 Plan"). Employee directors receive no additional cash compensation for
service as directors.
In February 1996, the Company entered into a consulting agreement with The
Angeloff Company pursuant to which The Angeloff Company rendered financial
advisory services to the Company related to its initial public offering for
which The Angeloff Company received a fee of $30,000. The Company also at that
time entered into an advisory agreement with The Angeloff Company under which
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<PAGE>
it received $50,000. Dann V. Angeloff, the President and founder of The
Angeloff Company, served as a director of the Company from April 1996 until
November 1996. During 1996, Mr. Angeloff also received a nonstatutory stock
option to acquire 5,000 shares of the Company's Common Stock.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based solely on its review of Forms 3, 4 and 5 received by the Company, or
written representations from certain reporting persons that no Forms 5 were
required for such persons, the Company believes that, during the fiscal year
ended December 31, 1996, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied.
Executive Officers
The executive officers of the Company, their ages as of March 12, 1997 and
their positions are set forth below.
Name Age Position
- ---- --- --------
Aaron Landon 55 Chairman, President and Chief Executive Officer
Paul Sullivan 53 Vice President of Finance and Administration, Chief
Financial Officer and Director
Buddy Mercer 53 Vice President of Operations, Chief Operating Officer and
Director
Executive Compensation
The following table sets forth certain information regarding
compensation paid by the Company in year ended December 31, 1996 to the
Company's executive officers.
Summary Compensation Table
Annual Compensation
-------------------
Other Annual
Name and Principal Position Year Salary($) Bonus($) Compensation($)
- --------------------------- ---- --------- -------- ---------------
Aaron Landon,
President 1996 156,000 -- --
Paul Sullivan,
Vice President of Finance
and Administration 1996 84,000 -- 7,974(1)
Buddy Mercer,
Vice President of Operations 1996 114,000 30,000
__________
(1) Consists of life and health insurance premiums paid for Mr. Sullivan
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<PAGE>
The following table sets forth each grant of stock options made during the
year ended December 31, 1996 to the Company's executive officers.
Option Grants in the Year Ended December 31, 1996
Individual Grants
-----------------
Percentage of
Number of Options/
Securities Granted to
Underlying Employee in Exercise or
Options/ Fiscal Year Bases Price Expiration
Name Granted(#) (%) ($/sh) Date
- ---- ---------- ------------- ----------- -----------
Aaron Landon 137,500 55% $6.05 3/16/2001
Paul Sullivan 30,000 12% $5.50 3/16/2001
The following table provides information with respect to exercise of
options during the year ended December 31, 1996 and unexercised options held
as of December 31, 1996.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Option Values
<S> <C> <C> <C> <C>
Number of Value of unexercised
Shares unexercised options in-the-money options
Acquired on Value at December 31, 1996 at December 31, 1996
Name Exercise(#) Realized($) Exercisable/Unexercisable(#) Exercisable/Unexercisable($)
- ---- ----------- ----------- ---------------------------- ----------------------------
Aaron Landon - -- 0/137,500 0/$680,625
Paul Sullivan - -- 0/ 30,000 0/$165,000
</TABLE>
Employment Agreements
In January 1996, the Company entered into separate employment agreements
with each of Aaron Landon, Buddy Mercer and Paul Sullivan. The term of
employment is three years, and the agreements provide for an annual salary base
of $156,000, $114,000 and $84,000 to Messrs. Landon, Mercer and Sullivan,
respectively. The Company has the right to retain the employee as a consultant
for a period of two years after the end of his employment. The Company's Board
of Directors also may grant bonuses or increase the base salary payable to any
executive. In addition to his cash compensation, Mr. Landon receives an
automobile allowance. Messrs. Landon, Mercer and Sullivan each receive
additional benefits, including those generally provided to other employees of
the Company.
Stock Option Plans
In January 1996, the Company adopted the 1996 Plan, which provides for the
issuance of options to employees, officers and directors of, and consultants
to, the Company ("Eligible Participants") to purchase up to an aggregate of
400,000 shares of Common Stock, subject to adjustment under certain
circumstances. Options granted under the 1996 Plan may be either "incentive
stock options" ("ISOs") as defined by Section 422 of the United States Internal
Revenue Code of 1986, as amended (the "Code"), or non-statutory stock options
("NSOs").
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<PAGE>
The 1996 Plan is administered by the Board of Directors and/or an
executive compensation committee of the Board (the "Committee"). The
Committee must be composed of not less than two members of the Board of
Directors, each of whom has not been, during the one year prior to service as
a member of the Committee, or is not, during such service, granted or awarded
options pursuant to the 1996 Plan. The Committee has sole discretion and
authority, consistent with the provisions of the 1996 Plan, to grant ISOs or
NSOs, determine in good faith the fair market value of the shares, select the
eligible participants to whom options will be granted under the 1996 Plan,
construe and interpret the 1996 Plan, promulgate, amend and rescind rules and
regulations for the administration thereof, and make such other determinations
which are necessary and advisable for the 1996 Plan's administration.
The exercise price of ISOs to be granted under the 1996 Plan will be no
less than the fair market value of a share of Common Stock on the date the
option is granted (110% of fair market value with respect to ISO optionees who
own at least 10% of the outstanding Common Stock). As respects NSOs, the
exercise price shall be determined by the Committee and may be no less than
85% of the fair market value of a share of Common Stock on the date the option
is granted (110% of fair market value with respect to NSO optionees who own at
least 10% of the outstanding Common Stock). The Committee has the authority to
determine the time or times at which options granted under the 1996 Plan become
exercisable, but options expire no later than ten years from the date of grant
(five years with respect to optionees who own at least 10% of the outstanding
Common Stock). Options are nontransferable, other than by will and the laws of
descent, and generally may be exercised only by an employee while employed by
the Company or within three months after termination of employment or between
six months and one year in the event of termination by reason of death or
disability. Options to be granted under the 1996 Plan may be exercisable in
cash or by delivery to the Company of shares of Common Stock.
In January 1996, the Company also adopted the Directors' Plan, which
provides for the issuance of options to be automatically granted to directors
of the Company who are not employees of the Company. An aggregate of 50,000
shares of Common Stock, subject to adjustment under certain circumstances, are
reserved for issuance under the Directors' Plan. The Directors' Plan is
administered by the Board of Directors. The exercise price of options to be
granted under the Directors' Plan will be no less than the fair market value of
a share of Common Stock on the date the option is granted. The options are
nontransferable, other than by will and the laws of descent, and generally may
be exercised only by a director while serving as a director of the Company or
within three months after termination of service or within six months or one
year in the event of termination by reason of disability or death,
respectively.
Certain Transactions
As of March 1, 1996, the Company repaid in full borrowings by the Company
from Aaron Landon using proceeds from its new credit facility. At December 31,
1995, the Company was indebted to Aaron Landon in the principal amount of
approximately $918,000 pursuant to the terms of an installment note dated July
15, 1995, due on demand. Interest on the principal amount of the indebtedness
was at rates per annum between 3.25% above the Federal Home Loan Board Index
and 10%. The Company was required to make monthly principal and interest
payments of at least $6,000. The note evidenced amounts borrowed by the
Company for working capital purposes.
The Company leases its principal production facility from The Landon
Family Trust. The term of the lease is 25 years and terminates on January 31,
2015. The lease provides for a monthly rental of $8,000 and monthly rent
increases at five-year intervals based on increases in the Consumer Price
Index. The lease also provides for indemnification of the lessor arising
from claims caused by, among other things, any hazardous substance whether
caused by the Company's use of the premises or by a prior use of the premises.
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<PAGE>
The Company believes that the terms of the lease are at least as favorable to
the Company as those which could be otherwise obtained in a transaction between
the Company and an unrelated third party.
The Company purchases cores from a relative of Aaron Landon. Total
purchases were $462,000 and $94,000 in the years ended December 31, 1996 and
1995, respectively. No amounts were outstanding in relation to these purchases
by the Company at December 31, 1996 or 1995.
In March 1994, the Company granted to each of Paul Sullivan and Buddy
Mercer an option to purchase up to 100,000 shares of the Common Stock at an
exercise price of $1 per share, the then fair market value as determined by
the Board of Directors. The options were exercised in full in December 1995
through the issuance of notes in favor of the Company, which are secured by
certain collateral. The notes bear interest at 8% per annum and mature on
December 7, 2002.
In 1990, Louis Landon, Aaron Landon's father, provided to the Company
a non-interest bearing loan, payable on demand, in the amount of $100,000.
Upon Louis Landon's death, the note became the property of his estate and the
loan is outstanding. Aaron Landon is the sole executor of the estate.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of shares of Common Stock as of March 12, 1997 for (i)
each director and director nominee of the Company; (ii) each executive officer;
(iii) each person known to the Company to be the beneficial owner of more than
5% of the outstanding shares; and (iv) all directors and executive officers as
a group. Except pursuant to applicable community property laws or as
otherwise indicated, each shareholder has sole voting and investment power
with respect to the shares beneficially owned.
Beneficial Owner (1) Number of Shares Percentage of Total
- -------------------- ---------------- -------------------
Percentage of Total
- -------------------
Aaron Landon(1) 1,400,000 46.6%
Paul Sullivan 112,000 3.7%
Buddy Mercer 100,000 3.3%
Edward T. Bradford - *
Richard Funk - *
Cornelius P. McCarthy III - *
Kennedy Capital Management 273,700 9.1%
10829 Olive Blvd.
St. Louis, MO 63141
All directors and executive officers as a 1,612,000 53.6%
group (6 persons)
_________________
* Represents less than 1% of the total number of shares of Common Stock
outstanding.
(1) Consists of 1,400,000 shares held by The Landon Family Trust, The Aaron P.
Landon Annuity Trust and The Maude M. Landon Annuity Trust. Aaron Landon and
Maude Landon, his wife, are trustees and/or co-trustees of the trusts.
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<PAGE>
Proposal No. 2
Ratification of Appointment
of Independent Auditors
The Board has selected KPMG Peat Marwick LLP to audit the financial
statements of the Company for the fiscal year ending December 31, 1997 and
recommends that the stockholders vote "FOR" ratification of such selection.
The affirmative vote of the holders of a majority of the shares represented
and voting at the Annual Meeting is required to ratify the Board's selection.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do
so, and are to be available to respond to appropriate questions.
Other Matters
The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the accompanying form of proxy to vote the shares they
represent as the Board may recommend.
Deadline for Receipt of Stockholder Proposals
For 1998 Annual Meeting
Proposals that are intended to be presented by stockholders at the 1998
Annual Meeting of Stockholders must be received by the Company not later than
November 21, 1997, in order that they may be considered for inclusion in the
proxy statement and form of proxy related to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Aaron Landon
President and Chief Executive Officer
9
<PAGE>
APPENDIX A
PROXY
BONDED MOTORS, INC.
Proxy for 1997 Annual Meeting of Shareholders
April 21, 1997
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Bonded Motors, Inc. (the "Company") hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement for the 1997 Annual Meeting of Shareholders of the Company to be held
on Monday, April 21, 1997 at 2:00 p.m., local time, at the LAX Marriott Hotel,
5855 W. Century Boulevard, Los Angeles, California, and hereby revokes all
previous proxies and appoints Buddy Mercer, Paul Sullivan and Aaron Landon, or
either of them, with full power of substitution, Proxies and Attorneys-in-Fact,
on behalf and in the name of the undersigned, to vote and otherwise represent
all of the shares registered in the name of the undersigned at said Annual
Meeting, or any adjournment thereof, with the same effect as if the undersigned
were present and voting such shares, on the matters and in the manner specified
on the reverse side.
1. Election of Directors:
[_] FOR all the nominees listed below (except as indicated).
[_] WITHHOLD authority to vote for all nominees listed below.
If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:
AARON LANDON, PAUL SULLIVAN, BUDDY MERCER, EDWARDT. BRADFORD, RICHARD FUNK,
CORNELIUS P. McCARTHY III
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the fiscal year ending December 31,
1996.
FOR AGAINST ABSTAIN
[_] [_] [_]
(Continued and to be signed on reverse side)
<PAGE>
In their discretion, the Proxies are entitled to vote upon such other matters
as may properly come before the Annual Meeting or any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR THE ABOVE NOMINEES AND PROPOSALS, AND FOR SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM
ADVISABLE.
I plan to attend the meeting. [_]
Dated____________________________, 1997
Signature:
-----------------------------------
Signature:
-----------------------------------
-----------------------------------
(This proxy should be marked, dated and signed by each shareholder exactly as
such stockholder's name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. A
corporation is requested to sign its name by its President or other authorized
officer, with the office held designated. If shares are held by joint tenants
or as community property, both holders should sign.)
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE
THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE.
