TRANZONIC COMPANIES, PRE 14A, 1996-05-03

TRANZONIC COMPANIES
PRE 14A, 1996-05-03
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<PAGE> 1

SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:

<TABLE>
<S> <C>
/X/ 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

THE TRANZONIC COMPANIES
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
Not Applicable

(2) Aggregate number of securities to which transaction applies:
Not Applicable

(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):
Not Applicable

(4) Proposed maximum aggregate value of transaction:
Not Applicable

(5) Total fee paid:
Not Applicable

/ / 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:
Not Applicable

(2) Form, Schedule or Registration Statement No.:
Not Applicable

(3) Filing Party:
Not Applicable

(4) Date Filed:
Not Applicable
<PAGE> 2

THE TRANZONIC COMPANIES
30195 CHAGRIN BOULEVARD
PEPPER PIKE, OHIO 44124

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of The
Tranzonic Companies will be held at the Cleveland Marriott East, 3663 Park East
Drive, Beachwood, Ohio, on Monday, June 17, 1996, at 10:30 A.M., local time, for
the purpose of considering and acting upon:

1. The election of three Class II Directors;

2. A proposal to convert the Class B Common Shares to Class A Common Shares
and to amend the Amended Articles of Incorporation to (i) eliminate the
Class B Common Shares, (ii) rename the Class A Common Shares as Common
Shares, and (iii) provide that the number of authorized Common Shares
shall be 12,000,000.

3. The selection of independent auditors for the fiscal year ending
February 28, 1997; and

4. The transaction of any other business which properly may come before the
meeting and any adjournments thereof.

Holders of Class A Common Shares and Class B Common Shares of The Tranzonic
Companies of record at the close of business on May 9, 1996 are entitled to vote
at the Annual Meeting and any adjournments thereof.

By order of the Board of Directors

JAMES H. BERICK
Secretary
Cleveland, Ohio
May 17, 1996

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY(IES) IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU HOLD CLASS A COMMON SHARES AND CLASS B COMMON SHARES,
PLEASE RETURN BOTH PROXIES.
<PAGE> 3

May 17, 1996

THE TRANZONIC COMPANIES
30195 CHAGRIN BOULEVARD
PEPPER PIKE, OHIO 44124

PROXY STATEMENT

The accompanying proxies are solicited by the Board of Directors of the
Corporation for use at the Annual Meeting of Shareholders to be held on June 17,
1996 and any adjournments thereof.

Holders of Class A Common Shares and Class B Common Shares of record at the
close of business on May 9, 1996 (the record date) will be entitled to vote at
the Annual Meeting. At that date the Corporation had issued and outstanding
[2,185,223] Class A Common Shares without par value and [1,306,765] Class B
Common Shares without par value. Only Class B Common Shares are entitled to vote
in the election of the Corporation's Class II Directors, as described below.
Except as hereinafter described in respect of the election of Directors, (i)
each Class A Common Share is entitled to one vote on all matters properly coming
before the Annual Meeting, and each Class B Common Share is entitled to
one-tenth (1/10th) of one vote on all matters properly coming before the Annual
Meeting, (ii) Class A Common Shares and Class B Common Shares shall vote
together as a single class on all matters properly coming before the Annual
Meeting, and (iii) an aggregate of at least [1,745,995] Class A Common Shares
and Class B Common Shares must be represented at the meeting in person or by
proxy in order to constitute a quorum for the transaction of business.

This Proxy Statement and the accompanying form of proxy were first mailed
to Shareholders on May 17, 1996.

ELECTION OF DIRECTORS

The Corporation's Board of Directors currently consists of nine (9)
persons, divided into three classes (Classes I, II and III) consisting of three
Directors each.
<PAGE> 4

Only Class A Common Shares are entitled to vote for Directors in Classes I and
III and only Class B Common Shares are entitled to vote for Directors in Class
II.

At this Annual Meeting, Class II Directors are to be elected for a term
expiring at the 1999 Annual Meeting of Shareholders and until their respective
successors are duly elected and qualified. The Board of Directors has designated
the three (3) persons first named in the table below as nominees for Director
for such term. Each of the nominees presently is a Director.

Pursuant to the Articles of Incorporation of the Corporation, as amended,
and in accordance with the procedures established by the American Stock
Exchange, the holders of Class B Common Shares are entitled to vote separately
as a class for the election of three Class II Directors. At least [659,043]
Class B Common Shares of the Corporation must be represented at the meeting in
person or by proxy in order to constitute a quorum for the election of such
Directors. The holders of Class A Common Shares are not entitled to vote in the
election of Class II Directors.

Unless a holder of Class B Common Shares requests that voting of his or her
proxy be withheld for the nominees for election as Class II Directors in
accordance with the instructions set forth on such proxy, it presently is
intended that Class B Common Shares represented by proxies solicited hereby will
be voted for the election as Class II Directors of the nominees designated by
the Board of Directors. All nominees have consented to being named in this Proxy
Statement and to serve if elected. Should any nominee subsequently decline or be
unable to accept such nomination or to serve as a Director, an event which the
Board of Directors does not now expect, the persons voting the Class B Common
Shares represented by proxies solicited hereby may either vote such shares for a
substitute nominee for such class or for a reduced number of nominees, as they
may deem advisable.

In the event holders of Class B Common Shares shall have the right to
cumulate their voting power for the election of Directors (see CUMULATIVE
VOTING), the persons voting the Class B Common Shares represented by proxies
solicited hereby shall have the right to cumulate such voting power as they
possess and to distribute their votes among the three nominees designated for
election by the holders of Class B Common Shares, as they see fit. Cumulative
voting permits a holder of Class B Common Shares to give one nominee a number of
votes equal to the number of Directors to be elected by the holders of Class B
Common Shares multiplied by the number of Shares the Shareholder may vote, or a
holder of Class B Common Shares may distribute votes on the same principle among
two or three nominees.

2
<PAGE> 5

The information concerning the nominees set forth in the following table is
based in part on information received from the respective nominees and in part
on the Corporation's records:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FIRST
NAME OF NOMINEE AGE AS OF DURING PAST FIVE YEARS BECAME
OR DIRECTOR MAY 9, 1996 AND OTHER DIRECTORSHIPS HELD DIRECTOR
- ------------------------- ----------------- ------------------------------------------- ---------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS (CLASS II)
Joseph A. Campanella+++ 53 Executive Vice President of Star Banc Cor- 1979
poration (bank holding company) since 1991.
Previously, President of Star Bank, N.A.,
Cleveland from 1988 until 1991.
Thomas S. Robertson+++ 53 Sainsbury Professor of Marketing, London 1989
Business School since 1994. Prior thereto,
Chairperson of the Department of Market-
ing, The Wharton School, University of
Pennsylvania, from 1988 until 1994.
Steven W. Percy+++ 49 President of BP Oil Company and Executive 1994
Vice President of BP America Inc. since
1992. Previously, Chief Executive Officer
of BP Finance International (a division of
BP International Ltd.), and Group Treasurer
of The British Petroleum Company, p.l.c.,
from 1989 until 1992.
DIRECTORS CONTINUING IN OFFICE UNTIL 1998 ANNUAL MEETING OF SHAREHOLDERS (CLASS I)
James H. Berick+++ 63 Chairman of Berick, Pearlman & Mills Co., 1970
L.P.A., Cleveland, Ohio (attorneys) and
Secretary of the Corporation. Also, Presi-
dent and Treasurer of Realty ReFund Trust
(real estate investment trust) and Presi-
dent and Treasurer of Mid-America ReaFund
Advisors, Inc. (its advisor) since January,
1990. Mr. Berick is a Director of MBNA
Corporation and A. Schulman, Inc. and a
Trustee of The Town and Country Trust and
Realty ReFund Trust.
</TABLE>

3
<PAGE> 6

- ---------------

+ Member of the Compensation Committee.

++ Member of the Audit Committee.

* Member of the Executive Committee.

() Member of the Pension Committee.

The functions performed by the Audit Committee of the Board of Directors
include: (i) recommending to the Board of Directors the appointment of a firm of
independent auditors to examine the books and accounts of the Corporation and
its subsidiaries; (ii) reviewing with the independent auditors the scope of
their work; (iii) reviewing with the Corporation's management matters related to
the examination and to the Corporation's accounting procedures; (iv) reviewing
with the independent auditors compliance with the record keeping and internal
control requirements of the Foreign Corrupt Practices Act of 1977; (v) reviewing
with the independent auditors and approving each non-audit service performed or
proposed to be performed by the independent auditors, as well as the
relationship of audit to non-audit fees; and (vi) considering the effect of the
various non-audit services upon the independence of the auditors. The Audit
Committee held two meetings during the year ended February 29, 1996.

4
<PAGE> 7

The functions performed by the Compensation Committee of the Board of
Directors include making recommendations to the Board of Directors concerning
compensation policies, salaries and other forms of compensation for management
and other employees of the Corporation and its subsidiaries. The Compensation
Committee held two meetings during the year ended February 29, 1996.

The Board of Directors does not have a Nominating Committee.

The Board of Directors held four meetings during the year ended February
29, 1996. All incumbent Directors attended all of the meetings of the Directors
and any committees thereof on which they served during the year.

CERTAIN RELATIONSHIPS; COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

David J. Golden and Sylvia K. Reitman are brother and sister. Sylvia K.
Reitman is the wife of Robert S. Reitman. Robert S. Reitman and Morton L.
Reitman are brothers. Alayne L. Reitman, Vice President -- Finance and Treasurer
of the Corporation, is the daughter of Robert S. Reitman and Sylvia K. Reitman.

James H. Berick, Secretary and Director, is Chairman of the law firm
Berick, Pearlman & Mills Co., L.P.A., which is retained by the Corporation as
legal counsel.

COMPENSATION OF DIRECTORS

Each Director who is not an employee of the Corporation receives an annual
Director's fee of $12,000, plus $850 for attendance at each meeting of the Board
or any Committee. In addition, if such a Director elects to have his
compensation deferred and invested in Class B Common Shares pursuant to the
Corporation's Deferred Compensation Plan for Non-Employee Directors, then each
such Director receives, in Class B Common Shares, an additional amount equal to
25% of the amount so deferred and invested.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Corporation's compensation program is administered by the Compensation
Committee, which consists exclusively of non-employee Directors. This
compensation program is designed and administered to align the interests of the
Corporation's executive officers and its other key employees with that of the
Corporation's Shareholders, to link compensation to the performance of the
Corporation as well as to individual contributions and to provide compensation
at a level which is competitive

5
<PAGE> 8

in the marketplace so that the Corporation can continue to attract, motivate,
and retain qualified management.

The Corporation's compensation program for its executive officers
(including the named executive officers) and certain other key employees
consists of an annual salary, bonus (in some instances) and a long-term
incentive represented by stock options and, in some instances, deferred
compensation. The policies in respect of each of these elements, as well as the
basis for determining the compensation of the Chairman of the Board and Chief
Executive Officer, Mr. Robert S. Reitman (the "CEO"), are described below.

The Compensation Committee establishes annual salaries to be competitive
with the marketplace and to reflect the varying levels of responsibilities of
the CEO and the other executive officers. Such salaries are based, in part, on
information provided to the Corporation by independent compensation consultants.

The services of independent compensation consultants also are used by the
Corporation in respect of surveying compensation levels and trends in industry
generally and in respect of structuring the bonus component of the compensation
of the CEO and the other executive officers. For the Corporation's executive
officers, annual bonuses are based upon an evaluation of their respective
division's actual performance against its business plan. Assuming that
performance levels are achieved, the bonus paid is a predetermined percentage of
the division's pretax profits. In the event that predetermined standards are not
achieved, bonuses are subject to reduction. In addition to earnings performance,
the Compensation Committee evaluates other managerial achievements of the
Corporation's executive officers as a component of bonus awards.

The Compensation Committee determines the annual bonus of the CEO based
upon the Corporation's sales, pretax income and return on investment
(collectively, the "Corporation Components") as well as upon a subjective factor
designed to reward individual performance independent of the Corporation
Components. The CEO's bonus is determined in part based upon the Corporation's
attaining certain threshold, target and maximum Corporation Component levels,
which levels are established based upon a Board-approved business plan for the
Corporation. The CEO's fiscal 1996 bonus was determined by weighting the
Corporation Components as follows: 45% of his 1996 bonus was based upon the
levels of Corporation Components achieved (each bearing equal weight) and 55%
was determined subjectively based upon the CEO's overall contributions to the
Corporation.

6
<PAGE> 9

Stock options are awarded to the Corporation's executive officers in
accordance with plans approved by the Shareholders. During the fiscal year ended
February 29, 1996, options were available for grant only under the Corporation's
1995 Incentive Stock Option Plan (The "1995 Plan"). Subject to certain
limitations and based upon management input, the Compensation Committee
determines the persons to whom options will be granted and the numbers of shares
to be represented by such options. In general, the Compensation Committee has
awarded options based upon the individual's position with the Corporation and
potential contribution to corporate profitability. The 1995 Plan provides for
the granting of incentive stock options for Class B Common Shares, the option
price of which may not be less than 100% of the fair market value of such shares
on the date of grant. However, in the case of an optionee who owns or is deemed
to own shares of the Corporation representing more than 10% of the total voting
power of all classes of the Corporation's shares at the time an option is
granted (currently the CEO and two other executive officers), the option price
may not be less than 110% of the fair market value of such shares on the date of
grant. During the fiscal year ended February 29, 1996, stock options were
granted under the 1995 Plan to the named executive officers in amounts indicated
later in this Proxy Statement. It is the intention of the Compensation Committee
that such grants constitute an additional tie between the Corporation's
performance and executive compensation while further aligning the common
long-term interests of the Corporation's executive officers and its
Shareholders.

Stock options also have been granted to certain executive officers pursuant
to their employment agreements with the Corporation (one of which employment
agreements now is terminated). Such options were designed to tie the interests
of such executive officers, as new employees of the Corporation, to the interest
of the Corporation's Shareholders and to retain those executive officers by
linking the exercisability of their options to their continued employment with
the Corporation.

In addition, the Corporation has adopted for many of its employees various
benefit plans in which the executive officers are permitted to participate,
subject to any legal limitations on the amounts that may be contributed or the
benefits that may be payable under the plans.
The Compensation Committee:

James H. Berick, Chairman
Joseph A. Campanella
Thomas S. Robertson
Steven W. Percy

7
<PAGE> 10

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation paid by the Corporation or
its subsidiaries during the Corporation's last three fiscal years to the
Corporation's Chief Executive Officer and each of the six most highly
compensated executive officers (as measured by salary and bonus) whose aggregate
salary and bonus during the fiscal year ended February 29, 1996, exceeded
$100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG
TERM
COMPEN-
ANNUAL COMPENSATION SATION
------------------------------------- --------
OTHER
ANNUAL AWARDS ALL OTHER
COMPEN- -------- COMPEN-
NAME AND FISCAL SALARY(1) BONUS SATION(2) OPTIONS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ------------------------------ ------- --------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Reitman, 1996 424,208 89,987 -- 2,500 137,156(3)
Chief Executive Officer, 1995 407,819 192,531 23,618 2,500 133,312
Chairman of the Board of 1994 388,419 100,000 -- 9,500 114,090
Directors and President
Morton L. Reitman, 1996 355,535 -- 53,250 2,400 31,109(3)
Executive Vice President 1995 298,893 122,800 -- 2,400 26,115
1994 276,677 55,000 -- 2,600 24,645
Richard J. Sims, 1996 217,062 169,305 -- 2,400 4,011(3)
Vice President 1995 200,712 116,000(4) -- 2,000 3,967
1994 185,654 70,480 -- 2,000 5,051
James C. Spira, 1996 181,042 -- -- 2,400 3,724(3)
Group Vice President(5) 1995 261,619 -- -- 2,200 5,352
1994 248,968 -- -- 2,400 7,176
James L. Glenn, 1996 159,538 11,130 25,000(6) 1,000 1,342(3)
Vice President(6) 1995 152,550 -- 23,888 1,000 66,718
1994 144,700 20,000 -- 1,000 842
Dennis H. Kelly, 1996 123,600 79,936 4,250 1,000 3,618(3)
Vice President 1995 117,415 59,430 -- 1,000 3,595
1994 109,904 33,100 -- 1,000 3,038
</TABLE>

- ---------------

(1) Includes amounts deferred pursuant to the Corporation's Salary Savings and
Profit Sharing Plan (the "Defined Contribution Plan"), a defined
contribution plan under Section 401(k) of the Internal Revenue Code.

8
<PAGE> 11

(2) Except as otherwise noted, includes the net value (market value less
exercise price) realized in respect of Class A Common Shares and/or Class B
Common Shares purchased from the Corporation pursuant to exercise of stock
options.

(3) Includes (a) Corporation payments of premiums for long-term disability
insurance: Messrs. Robert S. Reitman, Morton L. Reitman and Sims $743 each;
Mr. Spira $510; Mr. Glenn $588; and Mr. Kelly $456, (b) Corporation
contributions under the Defined Contribution Plan: Mr. Robert S. Reitman
$2,949; Mr. Morton L. Reitman $2,897; Mr. Spira $2,294; Mr. Sims $3,267; Mr.
Glenn $754; and Mr. Kelly $3,163, (c) Corporation payments of premiums for
life insurance: Mr. Morton L. Reitman $5,700, (d) amounts accrued under
deferred compensation agreements: Mr. Robert S. Reitman $132,084; and Mr.
Morton L. Reitman $21,768, and (e) Corporation payments of parking fees: Mr.
Robert S. Reitman $1,380 and Mr. Spira $920.

(4) The final calculation of Mr. Sim's fiscal 1995 bonus resulted in a higher
bonus than that reported in the Corporation's Proxy Statement dated May 12,
1995, which was calculated based upon figures available at that time.

(5) Mr. Spira's employment with the Corporation as an executive officer
terminated effective October 31, 1995. The 1996 compensation figures for Mr.
Spira reflect the period from March 1, 1995 through October 31, 1995.

(6) Mr. Glenn's employment with the Corporation terminated at the end of March,
1996 in connection with the Corporation's sale of its housewares division.
Mr. Glenn was paid $25,000 in respect of such termination.

STOCK OPTIONS

The following table contains information concerning the grant of stock
options during fiscal year 1996 to the named executive officers.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS
------------------------------------------------------ REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
OPTIONS RATES OF STOCK
GRANTED TO EXERCISE PRICE APPRECIATION
OPTIONS EMPLOYEES IN OR BASE EXPIR- FOR OPTION TERM(3)
GRANTED(1) FISCAL PRICE ATION -------------------
NAME (#) YEAR(2) ($/SH) DATE 5% 10%
- ----------------------- ---------- ------------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Reitman 2,500 6.54% $16.02 2/29/00 $11,075 $24,450
Morton L. Reitman 2,400 6.27% $14.56 2/28/05 $21,984 $55,680
James C. Spira 2,400 6.27% $14.56 2/28/05 $21,984 $55,680
Richard J. Sims 2,400 6.27% $14.56 2/28/05 $21,984 $55,680
James L. Glenn 1,000 2.61% $14.56 2/28/05 $ 9,160 $23,200
Dennis H. Kelly 1,000 2.61% $14.56 2/28/05 $ 9,160 $23,200
</TABLE>

9
<PAGE> 12

- ---------------

(1) All options are for Class B Common Shares and were granted pursuant to the
Corporation's 1995 Incentive Stock Option Plan. Such options become
exercisable on March 1, 1998.

(2) Based upon an aggregate of 38,250 options granted to all employees in 1995.

(3) The potential realizable values illustrated at 5% and 10% compound annual
appreciation assume that the price of the Corporation's Class B Common
Shares increases from $14.56 per share to $25.80 and $37.76 per share,
respectively, over the 10-year term of the options which were granted to all
named executive officers other than Robert S. Reitman. If those named
executive officers realize those values, the Corporation's Shareholders will
realize aggregate appreciation in the price of the [1,318,085] Class B
Common Shares of the Corporation outstanding of approximately $12,073,659 or
$30,579,572, respectively, over the same period.

The following table contains information concerning stock option exercises
during fiscal year 1996 by the named executive officers and the value of their
unexercised options at February 29, 1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END VALUES

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END (#) AT FISCAL YEAR-END ($)
---------------------- ----------------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------- ---------------- ---------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Robert S. Reitman None None Class B: 4,000/14,500 Class B: 0/0
Morton L. Reitman Class A: 3,000 Class A: 36,000 Class A: 6,300/0 Class A: 31,225/0
Class B: 1,500 Class B: 17,250 Class B: 13,450/7,400 Class B: 19,363/0
James C. Spira None None Class B: 34,000/0 Class B: 0/0
Richard J. Sims None None Class B: 12,000/26,000 Class B: 0/0
James L. Glenn None None Class B: 3,200/3,000 Class B: 0/0
Dennis H. Kelly Class B: 2,000 Class B: 4,250 Class B: 5,200/3,000 Class B: 750/0
</TABLE>

10
<PAGE> 13

PERFORMANCE GRAPH

The following graph compares total Shareholder returns in respect of the
Corporation's Class A Common Shares ("TNZA") and Class B Common Shares ("TNZB")
over the last five fiscal years to the American Stock Exchange Index ("AMEX")
and the American Stock Exchange Consumer Goods Index ("AMEX Consumer Goods").
Total return values for AMEX, AMEX Consumer Goods, TNZA and TNZB were calculated
based upon market weighting at the beginning of the period and include
reinvestment of dividends. The Shareholder returns shown on the graph below are
not necessarily indicative of future performance.

The following graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Corporation specifically incorporates this
information by reference and otherwise shall not be deemed filed under such
Acts.

<TABLE>
<CAPTION>
Measurement Period AMEX Con-
(Fiscal Year Covered) TNZA TNZB AMEX sumer Goods
<S> <C> <C> <C> <C>
2/28/91 100 100 100 100
2/29/92 192 169 120 157
2/28/93 174 183 118 158
2/28/94 131 140 136 186
2/28/95 173 193 131 175
2/29/96 128 152 162 209
</TABLE>

11
<PAGE> 14

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

In 1990, the Corporation entered into employment agreements with Robert S.
Reitman and Morton L. Reitman. Robert S. Reitman's employment agreement, which
expires in June 1997, currently provides for an annual salary of $425,000, which
salary may be reviewed periodically by the Compensation Committee to determine
if the same should be increased. Robert S. Reitman's employment agreement also
provides for payment to Mr. Reitman of an annual incentive based upon certain
performance criteria, the maximum of which amount shall be not less than
$160,000, and for certain disability benefits.

Morton L. Reitman's employment agreement with the Corporation, which
expires in June 1996, currently provides for an annual salary of $303,000, which
salary may be reviewed periodically by the Compensation Committee to determine
if the same should be increased, and for certain disability benefits. Morton L.
Reitman also has a consultant agreement with the Corporation providing for
payment to Mr. Reitman for consulting services in the amount of $72,000 per
year, for a term of three years commencing upon the termination of his
employment.

In 1991, the Corporation entered into an employment agreement with James C.
Spira. Mr. Spira's employment agreement, which terminated October 31, 1995,
provided for an annual salary of $273,000. In addition, pursuant to Mr. Spira's
employment agreement, the Corporation granted to Mr. Spira options to purchase
70,000 Class B Common Shares of the Corporation, the exercise price of which
options is $14.50, the fair market value of such shares on the date of the
grant. 34,000 of the options became exercisable prior to the termination of Mr.
Spira's employment and Mr. Spira may exercise such options until February 29,
2000. Mr. Spira's remaining 36,000 unvested options expired on October 31, 1995.

In March 1995, a wholly-owned subsidiary of the Corporation entered into an
employment agreement with Mr. Dennis H. Kelly. Mr. Kelly's employment agreement,
which expires in February 1998, currently provides for an annual salary of
$124,000 plus incentives based upon performance.

The Corporation also has deferred compensation agreements with certain key
employees which provide for benefits for a term of 10 years following
retirement, disability or death. These benefits vary according to the employee's
corporate responsibility and the age of the employee at the date of such event.
The ranges of annual benefits under the deferred compensation agreements for
Messrs. Robert S. Reitman and Morton L. Reitman during the first five years of
said term are $34,800 to $68,400

12
<PAGE> 15

and $15,600 to $36,600, respectively. The amount of benefits payable to such
executive officers during the second five years of the term is 75% of the
benefit payable during the first five years.

The benefits payable to Messrs. Robert S. Reitman and Morton L. Reitman
under the deferred compensation agreements will be replaced with the benefits
payable to them under the Corporation's 1992 Supplemental Benefit Plan (the
"Supplemental Benefit Plan") upon the vesting of each such individual's rights
in that plan. Vesting under the Supplemental Benefit Plan does not occur unless
and until that individual has been a participant in the plan for 10 years or has
attained age 65, whichever first occurs; provided, however, that a participant
who becomes disabled or dies shall be vested after six years of employment by
the Corporation. In addition, in the event that effective control of the
Corporation changes from that management in control at the date of adoption of
the Supplemental Benefit Plan, all participants immediately vest in the plan
benefits. Under the Supplemental Benefit Plan, Messrs. Robert S. Reitman and
Morton L. Reitman will receive $140,000 and $60,000, respectively, in annual
benefits for a term of 15 years following their retirement, death or disability.
In the event that either individual's rights under the Supplemental Benefit Plan
fail to vest, then the benefits under the deferred compensation agreements
remain payable to such non-vested individual.

BENEFICIAL OWNERSHIP OF CLASS A COMMON SHARES
AND CLASS B COMMON SHARES

The following tables, together with the accompanying footnotes, describe
the beneficial ownership of the Corporation's Class A Common Shares and Class B
Common Shares as of May 9, 1996 (except as otherwise indicated) of (1) each
person who was known to the Corporation to be the beneficial owner of more than
five percent of the total Shares of either class issued and outstanding on such
date, and (2) each current Director and nominee for election as Director, as
well as all executive officers and Directors as a group. Except as otherwise
indicated, the share figures shown below are based upon information supplied by
the named individuals and group members described in the tables and the
Corporation's records.

As used in the tables, a person is deemed to be the beneficial owner of all
shares in respect of which such person has or shares voting or investment power
(regardless of whether such individual is entitled to receive any economic
benefits derived from such shares). As used herein, "voting power" means the
power to vote, or to direct the voting of, shares and "investment power" means
the power to dispose of, or to direct

13
<PAGE> 16

the disposition of, shares. Also, included are shares which were not owned on
May 9, 1996 but which can be acquired within 60 days after that date.

As indicated specifically in the footnotes to the tables, certain Class A
Common Shares and Class B Common Shares included for the named individuals in
each table below are deemed to be beneficially owned by more than one of such
named individuals and, as a result, have been so reported. Certain individuals
listed in the tables have disclaimed beneficial ownership with respect to some
of the Shares disclosed as beneficially owned under the definition set forth
above.

14
<PAGE> 17

BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF
CLASS A COMMON SHARES AND CLASS B COMMON SHARES

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP BY CLASS
----------------------------------------
CLASS A CLASS B
NAME AND ADDRESS OF COMMON PERCENT OF COMMON PERCENT OF
BENEFICIAL OWNER SHARES CLASS SHARES(1) CLASS
- ----------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
David J. Golden 864,337 % 435,688 %
30195 Chagrin Boulevard (2)(3) (3)(4)
Pepper Pike, Ohio 44124
Sylvia K. Reitman 786,097 % 393,048 %
30195 Chagrin Boulevard (3)(5) (3)(5)
Pepper Pike, Ohio 44124
Estate of Miriam G. Golden 383,662(6) % 191,831 (6) %
David J. Golden and
Sylvia K. Reitman,
Co-executors
30195 Chagrin Boulevard
Pepper Pike, Ohio 44124
Dimensional Fund 132,400(7) [6.1]% 69,150 (7) [5.3]%
Advisors Inc.
1299 Ocean Avenue,
Suite 650
Santa Monica,
California 90401
Lazard Freres & Co. 108,618(8) [5.0]% 79,592 (8) [6.1]%
One Rockefeller Plaza
New York, New York 10020
</TABLE>

- ---------------

(1) Each Class A Common Share is convertible into one Class B Common Share.
Class B Common Shares issuable upon such conversion are not included. Robert
S. Reitman, having an address at 30195 Chagrin Boulevard, Pepper Pike, Ohio
44124, beneficially owns 77,554 Class A Common Shares and 50,247 Class B
Common Shares, as described in the Table of Beneficial Ownership of
Executive Officers, Directors and Nominees in this Proxy Statement. Upon
conversion of Mr. Reitman's Class A Common Shares into Class B Common
Shares, Mr. Reitman

15
<PAGE> 18

would beneficially own 127,801 Class B Common Shares, representing [9.1]% of
such Class.

(2) Includes 7,700 Class A Common Shares held as trustee for the benefit of Mr.
Golden's son.

(3) Includes 383,662 Class A Common Shares or 191,831 Class B Common Shares, as
applicable, in respect of which David G. Golden and Sylvia K. Reitman share
voting and dispositive power as co-executors of the estate of Miriam G.
Golden; and 133,529 Class A Common Shares or 66,764 Class B Common Shares,
as applicable, in respect of which David G. Golden and Sylvia K. Reitman,
acting in concert, share the right to direct the voting and disposition
pursuant to the terms of the Louis B. Golden Insurance Trust u/a/d October
20, 1980.

(4) Includes 3,500 Class B Common Shares which are not owned, but can be
purchased within 60 days upon the exercise of options granted under the
Corporation's 1989 Incentive Stock Option Plan (the "1989 Plan"). Also
includes 3,850 Class B Common Shares held as trustee for the benefit of Mr.
Golden's son.

(5) Does not include 77,554 Class A Common Shares or 50,247 Class B Common
Shares, as applicable, owned by Robert S. Reitman, as to which shares Mrs.
Reitman disclaims beneficial ownership.

(6) The estate of Miriam G. Golden is the record owner of the Shares shown;
however, the co-executors each are deemed to own beneficially all of such
Shares, as reported above.

(7) Information based solely upon Schedules 13G filed by such shareholder with
the Securities and Exchange Commission in January, 1995. Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed to
have beneficial ownership of 132,400 Class A Common Shares and 69,150 Class
B Common Shares, as applicable, as of December 31, 1994, all of which Shares
are held in portfolios of DFA Investment Dimensions Group, Inc., a
registered open-end investment company, in series of the DFA Investment
Trust Company, a Delaware business trust, or in the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, as to all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all of such Shares.

(8) Information based solely upon Schedules 13G filed by such shareholder with
the Securities and Exchange Commission in February, 1995, in respect of
Class A Common Shares, and February 1996, in respect of Class B Common
Shares.

16
<PAGE> 19

BENEFICIAL OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP BY CLASS
-----------------------------------------
CLASS A CLASS B
NAME OF DIRECTOR COMMON PERCENT OF COMMON PERCENT OF
OR NOMINEE SHARES CLASS SHARES(1)(2) CLASS(1)
- ------------------------ --------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
James H. Berick 600 (3) 8,410 (3)
Joseph A. Campanella 500 (3) 6,310 (3)
David J. Golden 864,337(4)(5) % 435,668(4)(5) %
Robert S. Reitman 77,554(6) % 50,247(6) %
Morton L. Reitman 46,364(7)(8) % 34,046(8) %
Sylvia K. Reitman 786,097(4)(9) % 393,048(4)(9) %
Thomas S. Robertson 0 0% 6,110 (3)
James C. Spira 4,800 (3) 36,400 %
Steven W. Percy 0 0% 2,955 (3)
Richard J. Sims 1,520 (3) 20,760 (3)
Dennis H. Kelly 0 0% 9,200 (3)
Executive Officers,
Directors and
Nominees as a Group
(14 persons) 1,276,931 % 758,034 %
</TABLE>

- ---------------

(1) Includes the following number of Class B Common Shares which are not owned,
but can be purchased within 60 days upon the exercise of options granted
under the Corporation's 1981 Performance Share Option Plan (the "1981 Plan")
and 1989 Plan (and in the case of Mr. Spira under his employment agreement
which was terminated and Mr. Sims, under his existing employment agreement):
Robert S. Reitman -- 13,500; Morton L. Reitman -- 16,050; David J. Golden --
3,500; James C. Spira -- 34,000; Richard J. Sims -- 20,000; Dennis H. Kelly
-- 6,200; and all executive officers and Directors as a group -- 102,050.

(2) Each Class A Common Share is convertible into one Class B Common Share.
Class B Common Shares issuable upon such conversion are not included.

(3) Less than 1%.

(4) Includes 383,662 Class A Common Shares or 191,831 Class B Common Shares, as
applicable, in respect of which David G. Golden and Sylvia K. Reitman share
voting and dispositive power as co-executors of the estate of Miriam G.
Golden; and 133,529 Class A Common Shares or 66,764 Class B Common Shares,
as

17
<PAGE> 20

applicable, in respect of which David G. Golden and Sylvia K. Reitman,
acting in concert, share the right to direct the voting and disposition
pursuant to the terms of the Louis B. Golden Insurance Trust u/a/d October
20, 1980.

(5) Includes 7,700 Class A Common Shares and 3,850 Class B Common Shares, as
applicable, held as trustee for the benefit of Mr. Golden's son.

(6) Does not include 268,906 Class A Common Shares or 134,453 Class B Common
Shares, as applicable, owned by Mr. Reitman's wife or the Class A Common
Shares and Class B Common Shares, as applicable, described in note (4),
above, as to all of which shares Mr. Reitman disclaims beneficial ownership.

(7) Includes the 6,300 Class A Common Shares, which are not owned, but can be
purchased within 60 days upon the exercise of options granted under the
Corporation's 1981 Plan by Morton L. Reitman.

(8) Includes 1,820 Class A Common Shares or 910 Class B Common Shares, as
applicable, held as custodian for the benefit of Mr. Reitman's adult child.
Does not include 1,200 Class A Common Shares or 600 Class B Common Shares,
as applicable, owned by Mr. Reitman's wife, as to which shares Mr. Reitman
disclaims beneficial ownership.

(9) Does not include 77,554 Class A Common Shares or 50,247 Class B Common
Shares, as applicable, owned by Mrs. Reitman's husband, as to all of which
shares Mrs. Reitman disclaims beneficial ownership.

PROPOSAL: CONVERSION OF CLASS B COMMON SHARES
TO CLASS A COMMON SHARES, AND AMENDMENT TO THE
AMENDED ARTICLES OF INCORPORATION TO ELIMINATE
THE CLASS B COMMON SHARES, REDESIGNATE THE CLASS A
COMMON SHARES AS "COMMON SHARES", AND PROVIDE THAT
THE NUMBER OF AUTHORIZED COMMON SHARES SHALL BE 12,000,000

INTRODUCTION

At its meeting held April 29, 1996, the Board of Directors of the
Corporation approved, and determined to submit to the shareholders for their
approval, (i) the conversion of Class B Common Shares to Class A Common Shares
(the "Conversion") and (ii) an amendment (referred to in this Section of the
proxy statement as the "Amendment") to Article Fourth of the Corporation's
Amended Articles of Incorporation to (a) eliminate the Class B Common Shares,
(b) redesignate the Class A Common Shares as "Common Shares" (the "Common
Shares"), and (c) provide that the number of authorized Common Shares shall be
12,000,000.

18
<PAGE> 21

Following shareholder approval of the Conversion and the Amendment and
approval for listing of the additional Common Shares to be issued upon the
Conversion on the American Stock Exchange, the Class B Common Shares outstanding
on June 14, 1996 shall be converted on June 17, 1996 to Class A Common Shares.
Upon the Conversion, each Class B Common Share outstanding will be converted to
one Class A Common Share (the "Converted Shares") and all Class A Common Shares
(including the Converted Shares) will be redesignated as "Common Shares". The
affirmative vote of holders of a majority of the outstanding Class A Common
Shares and Class B Common Shares of the Corporation entitled to vote at the
meeting, voting as separate classes, is required to adopt this proposal.

The foregoing items as well as other matters in respect of the Conversion
and the Amendment are discussed in greater detail below.

PURPOSE

The Class B Common Shares were authorized in 1988 primarily to enable the
Corporation to raise capital for acquisitions, expansion or general corporate
purposes through the issuance of Class B Common Shares or debt securities
convertible into such shares. Since the authorization of the Class B Common
Shares, there has existed no need to utilize such shares for capital raising
purposes and the Board of Directors presently does not anticipate such a need in
the future. Accordingly, the Board of Directors believes that it would be in the
best interests of the Corporation to convert the outstanding Class B Common
Shares into Class A Common Shares to simplify the Corporation's capital stock
structure and potentially to increase the liquidity in the market for the
holders of the Class A Common Shares and Class B Common Shares. After the
Conversion of the Class B Common Shares and the redesignation of the Class A
Common Shares, the Corporation's capital stock will consist only of two classes,
Common Shares without par value and Serial Preferred Shares without par value.
No Serial Preferred Shares are outstanding. The Amendment will effect the
redesignation of the Class A Common Shares as "Common Shares" and provide that
the number of authorized Common Shares shall be 12,000,000, the aggregate number
of presently authorized Class A Common Shares and Class B Common Shares.

DESCRIPTION OF THE REDESIGNATED COMMON SHARES

The express terms of the Common Shares shall be identical in all respects
to the Class A Common Shares, other than in respect of the election of Directors
and there will be no right to convert the Common Shares to shares of any other
class, and are set

19
<PAGE> 22

forth in full in the Amendment, the text of which is attached hereto as Exhibit
A. The following summary is qualified in its entirety by reference to Exhibit A.

1. Voting. Subsequent to the Conversion, each Common Share will entitle the
holder to one vote on all matters submitted to a vote of shareholders, including
the election of Directors in each of the three existing classes. Presently, each
Class A Common Share entitles the holder to one vote and each Class B Common
Share entitles the holder to one-tenth of one vote. The Class A Common Shares
and the Class B Common Shares presently are voted together as a single class,
except that only the holders of Class A Common Shares are entitled to vote for
Directors in Classes I and III and only the holders of Class B Common Shares are
entitled to vote for Directors in Class II (the Class subject to election at
this Annual Meeting). Notwithstanding the Conversion, the Directors in Class II
elected at this Annual Meeting by the holders of Class B Common Shares will
serve their designated term and until their respective successors are duly
elected and qualified.

Under Ohio law, the vote of holders of at least a majority of the
outstanding Common Shares will be required for any amendment to the Articles
which would change the express terms of such shares in any manner substantially
prejudicial to the holders thereof.

2. Dividends. The Board of Directors intends to pay dividends on the Common
Shares, following shareholder approval of the Conversion, from funds legally
available therefor. The Board of Directors anticipates that the aggregate amount
of such dividends to the holders of Common Shares will increase over the
combined aggregate dividends paid in recent quarters to the holders of Class A
Common Shares and Class B Common Shares. However, the Board of Directors
anticipates that initially such dividend will be $.07 per quarter, which is less
than the dividend currently paid to holders of Class B Common Shares. The
Corporation has paid the following cash dividends in the first fiscal quarter of
1997 and in its last two fiscal years ended February 29 and 28, respectively:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
QUARTER 1997 1997 1996 1996 1995 1995
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
1 $.050 $.090 $.045 $.085 $.045 $.085
2 -- -- $.050 $.090 $.045 $.085
3 -- -- $.050 $.090 $.045 $.085
4 -- -- $.050 $.090 $.045 $.085
</TABLE>

No assurance can be given as to the payment of any dividends in the future or
the amounts thereof.

20
<PAGE> 23

THE TRANZONIC COMPANIES
P
R CLASS A COMMON SHARE PROXY
O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X The undersigned holder of Class A Common Shares hereby appoints
Y JAMES H. BERICK AND ROBERT S. REITMAN as Proxies, each with the
full power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the Class A Common
Shares of The Tranzonic Companies held of record by the undersigned
on May 9, 1996, at the annual meeting of shareholders to be held on
June 17, 1996, and at any adjournments thereof.

<TABLE>
<S> <C>
Conversion of the Class B Common Shares to Class A Common (change of address)
Shares and Amendment of the Amended Articles of ___________________________________
Incorporation to (i) eliminate the Class B Common Shares, ___________________________________
(ii) rename the Class A Common Shares as Common Shares, and ___________________________________
(iii) provide that the number of authorized Common Shares ___________________________________
shall be 12,000,000. (If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
</TABLE>

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES
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 PROXY.
SEE REVERSE
SIDE

- --------------------------------------------------------------------------------
DETACH CARD

Dear Shareholder,

Included in this year's proxy statement, is a proposal by the
Corporation's Board of Directors to consolidate the Corporation's
two classes of Common Shares. The recommendation has been made
for the purpose of simplifying the Corporation's capital stock
structure and potentially increasing the liquidity in the market
for all Tranzonic shareholders.

We urge you to read thoroughly the entire proxy statement, but
call your particular attention to the information beginning on
page 19 concerning the purpose of the consolidation proposal, its
impact upon your dividends, and your rights should the proposal
be approved contrary to your wishes.

As always, we appreciate your interest in and support of the
Corporation.

Robert S. Reitman
Chairman, President and Chief Executive Officer

<PAGE> 24

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
/ X / PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. To convert the / / / / / / 2. To ratify the se- / / / / / / 3. To vote upon such
Class B Common lection of KPMG other business as
Shares and Peat Marwick LLP may properly come
Amend the Amended Articles of as independent before the meeting.
Incorporation (see reverse) auditors

Change / / THIS PROXY WHEN PROPERLY EXECUTED
of WILL BE VOTED IN THE MANNER DIRECTED
Address HEREIN BY THE UNDERSIGNED HOLDER OF
CLASS A COMMON SHARES. IF NO
Attend / / DIRECTION IS MADE, THIS PROXY
Meeting WILL BE VOTED FOR
PROPOSALS 1 AND 2.

SIGNATURE(S)____________________________________________________ DATE_________

SIGNATURE(S)____________________________________________________ DATE_________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.

</TABLE>

- -------------------------------------------------------------------------------
DETACH CARD

<PAGE> 25

THE TRANZONIC COMPANIES
P CLASS B COMMON SHARE PROXY
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O The undersigned holder of Class B Common Shares hereby appoints
X JAMES H. BERICK AND ROBERT S. REITMAN as Proxies, each with the
Y full power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the Class B Common
Shares of The Tranzonic Companies held of record by the undersigned
on May 9, 1996, at the annual meeting of shareholders to be held on
June 17, 1996, and at any adjournments thereof.

<TABLE>
<S> <C>
1. Election of Directors. (change of address)
Joseph A. Campanella, Thomas S. Robertson _________________________________
and Steven W. Percy _________________________________
2. Conversion of the Class B Common Shares to Class A _________________________________
Common Shares and Amendment of the Amended Articles of _________________________________
Incorporation to (i) eliminate the Class B Common (If you have written in the above
Shares, (ii) rename the Class A Common Shares as Common space, please mark the
Shares and (iii) provide that the number of authorized corresponding box on the reverse
Common Shares shall be 12,000,000. side of this card.)
</TABLE>

- --------------------------------------------------------------------------------
DETACH CARD

Dear Shareholder,

As always, we appreciate your interest in and support of the
Corporation.

Robert S. Reitman
Chairman, President and Chief Executive Officer

<PAGE> 26

<TABLE>
<C> <S> <C>
/X/ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.

A. Election of FOR WITHHELD B. To Convert FOR AGAINST ABSTAIN C. To ratify the / / / / / /
Directors / / / / the Class B / / / / / / selection of KPMG
(see reverse) Common Shares Peat Marwick LLP as
and Amend the independent auditors.
For, except vote withheld from the Amended Articles
following nominee(s): of Incorporation D. To vote upon
_____________________________________ (see reverse) such other
business as
may properly
come before
the meeting.

THIS PROXY WHEN PROPERLY EXECUTED
Change WILL BE VOTED IN THE MANNER
of / / DIRECTED HEREIN BY THE UNDERSIGNED
Address HOLDER OF CLASS B COMMON SHARES.
IF NO DIRECTION IS MADE, THIS PROXY
Attend / / WILL BE VOTED FOR PROPOSALS A,
Meeting B AND C.

</TABLE>

SIGNATURE(S) _______________________________________________ DATE __________

SIGNATURE(S) _______________________________________________ DATE __________
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
- --------------------------------------------------------------------------------
DETACH CARD