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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SWISHER INTERNATIONAL GROUP 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 the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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(4) Proposed maximum aggregate value of transaction:
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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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[INSERT FRONT DOCUMENT HERE]
<PAGE>
PROXY
SWISHER INTERNATIONAL GROUP INC.
CLASS A COMMON STOCK
ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies, hereby constitutes and
appoints William Ziegler, III, William T. Ziegler and Karl H. Ziegler, or any of
them acting singly, proxies with full power of substitution to vote for the
undersigned all shares of Class A Common Stock of Swisher International Group
Inc. which the undersigned is entitled to vote at the Annual Meeting of the
Stockholders to be held, at the Maritime Aquarium at Norwalk, 3rd Floor, 10
North Water Street, South Norwalk, Connecticut, on May 7, 1998 at 10:00 a.m.
(local time), and at any adjournment thereof, upon such business as may properly
come before the Meeting including the matters listed on the reverse side.
You are encouraged to specify your choices by marking the appropriate
boxes (SEE REVERSE SIDE), but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot vote
your shares unless you sign and return this card.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.
<PAGE>
This Proxy, when properly executed, will be voted as directed by the undersigned
stockholder. If no specification is given, this Proxy will be voted (i) FOR the
election of each of the listed nominees for director, (ii) FOR the proposal to
ratify the appointment of auditors, and (iii) at the discretion of the Proxy
holders, with respect to any other matter that may come before the meeting or
any adjournment thereof.
[X] Please mark votes as in this example.
ITEM 1. Election of twelve(12) Directors:
Nominees:
Cynthia Z. Brighton, Robert A. Britton, Nicholas J. Cevera, Jr.,
C. Keith Hartley, Alfred F. La Banca, Timothy Mann,
Donald E. McNicol, Charles H. Mullen, J. Thomas Ryan, III,
John R. Tweedy, William T. Ziegler and William Ziegler, III.
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] [ ]
[ ]
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For all nominees except as noted above
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ITEM 2. Proposal to ratify appointment of
Coopers & Lybrand L.L.P. as the Company's
independent auditors for the year ending
December 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE MARK HERE
FOR ADDRESS [ ] IF YOU PLAN [ ]
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
<PAGE>
Please mark, date and sign exactly as your name appears hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If the signer is a corporation,
please sign the full corporate name, by duly authorized officer. If shares are
held jointly, each stockholder named should sign.
DATED: _________________________________________, 1998
_______________________________________________________
SIGNATURE(S) OF STOCKHOLDER(S)
_______________________________________________________
SIGNATURE(S) OF JOINT STOCKHOLDER(S)
_______________________________________________________
TITLE
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FOLD AND DETACH HERE
[SWISHER INTERNATIONAL GROUP INC LOGO]
SWISHER INTERNATIONAL GROUP INC.
Annual Meeting Of Stockholders
May 7, 1998, 10:00 a.m. (local time)
Maritime Aquarium at Norwalk
3rd Floor
10 North Water Street
South Norwalk, Connecticut
<PAGE>
PROXY
SWISHER INTERNATIONAL GROUP INC.
CLASS B COMMON STOCK
ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies, hereby constitutes and
appoints William Ziegler, III, William T. Ziegler and Karl H. Ziegler, or any of
them acting singly, proxies with full power of substitution to vote for the
undersigned all shares of Class B Common Stock of Swisher International Group
Inc. which the undersigned is entitled to vote at the Annual Meeting of the
Stockholders to be held at the Maritime Aquarium at Norwalk, 3rd Floor, 10 North
Water Street, Norwalk, Connecticut, on Thursday, May 7, 1998 at 10:00 a.m.
(local time), upon such buisness as may properly come before the Meeting or any
adjournment thereof, including the matters listed below.
You are encouraged to specify your choices by marking the appropriate
boxes (See below), but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot vote
your shares unless you sign and return this card.
Please mark
[ ] vote as in
this example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
STOCKHOLDER IF NO SPECIFICATION IS GIVEN, THIS PROXY WILL BE VOTED (i) FOR THE
ELECTION OF EACH OF THE LISTED NOMINEES FOR DIRECTOR, (ii) FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF AUDITORS AND (iii) AT THE DISCRETION OF THE
PROXYHOLDERS, WITH RESPECT TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C> <C>
ITEM 1. Election of twelve (12) Directors: ITEM 2. Proposal to ratify appointment
of Coopers & Lybrand L.L.P. [ ] [ ] [ ]
Nominees: Cynthia Z. Brighton, Robert A. Britton, as the Company's independent
Nicholas J. Cevera, Jr., C. Keith Hartley, Alfred F. auditors for the year ending
La Banca, Timothy Mann, Donald E. McNicol, December 31, 1998.
Charles H. Mullin, J. Thomas Ryan, III, John R.
Tweedy, William T. Ziegler and William Ziegler, III
</TABLE>
<TABLE>
<S> <C> <C> <C>
For Withheld
All From All MARK HERE MARK HERE
Nominees Nominees FOR ADDRESS [ ] IF YOU PLAN [ ]
CHANGE AND TO ATTEND
[ ] [ ] NOTE AT LEFT THE MEETING
</TABLE>
<TABLE>
<S> <C>
Please mark, date and sign exactly as your name(s)
appear hereon and return in the enclosed
[ ]_______________________________________ envelope. If acting as executor, administrator,
For all nominees except as noted above trustee, guardian, etc., you should so indicate
when signing. If the signer is a corporation,
please sign the full corporation name, by duly
authorized officer. If shares are held jointly,
each stockholder named should sign.
</TABLE>
