CERTRON CORP
DEF 14A, 1999-02-02
MAGNETIC & OPTICAL RECORDING MEDIA
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                             CERTRON CORPORATION
                          1545 SAWTELLE BOULEVARD
                      LOS ANGELES, CALIFORNIA 90025

                 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                         To Be Held March 23, 1999


     The annual meeting of the shareholders of Certron Corporation will be
held on Tuesday, March 23, 1999, at 10:00 o'clock A.M., local time, at the
Company's offices located at 1545 Sawtelle Boulevard, Los Angeles,
California 90025.

     The meeting will consider the following business, which is described in
the accompanying Proxy Statement:

          1.  Election of Board of Directors to hold office until their       
              successors are elected and qualified.  The nominees intended to 
              be presented by the Board of Directors for election are         
              described in the accompanying Proxy Statement.

          2.  Such other business as may properly come before the meeting or  
              any adjournment thereof.

     The Board of Directors has fixed the close of business on January 29,
1999, as the record date for determining those shareholders who will be
entitled to vote at the meeting.

By order of the Board of Directors.



                                                    Susan E. Kass
                                                        Secretary

February 23, 1999

     IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE
SHAREHOLDERS' INTEREST BE REPRESENTED AT THE MEETING AND, THEREFORE, IF
YOU ARE UNABLE TO BE PRESENT IN PERSON OR OTHERWISE REPRESENTED AT THE
MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY, SO
THAT YOUR SHARES WILL BE REPRESENTED.
















                               PROXY STATEMENT

                              February 23, 1999

General Information

     This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Certron Corporation (the "Company") of proxies for
use at the Annual Meeting of Shareholders of the Company to be held
on Tuesday, March 23, 1999 at 10:00 o'clock A.M., at the Company's principal
executive offices located at 1545 Sawtelle Boulevard, Los Angeles, California
90025.

     If the accompanying Proxy form is signed, dated and returned, the shares
represented thereby will be voted in accordance with the specifications
therein.  If no choice is specified, the shares will be voted FOR the
election of the six(6) nominees for Director listed in this Proxy Statement. 
Your executed Proxy may be revoked at any time before its exercise by filing
with the Secretary of the Company, 1545 Sawtelle Boulevard, Los Angeles,
California 90025, a written notice of revocation or a duly executed Proxy
bearing a later date.  The execution of the enclosed Proxy will not  affect
your right to vote in person should you find it convenient to attend the
Annual Meeting and desire to vote in person.  To the Company's knowledge, the
Directors of the Company and the nominees intend to vote FOR the election of
such nominees. 

     The expense of soliciting these Proxies will be borne by the Company. 
It is contemplated that Proxies will be solicited principally through the use
of the mails, but officers and regular employees of the Company may solicit
Proxies personally or by telephone or special letter.  Although there is no
formal agreement to do so, the Company will reimburse banks, brokerage
houses, and other custodians, nominees and fiduciaries for their reasonable
expenses in forwarding Proxy materials to their principals.

     Proposals of security holders intended to be presented at the next
annual meeting must be received by the Company by October 31, 1999 for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.  If a shareholder intends to present a proposal at the Annual
Meeting of Shareholders to be held in 2000 but does not seek inclusion of
that proposal in the proxy statement for that meeting, the proxy holders for
that meeting will be entitled to exercise their discretionary authority on
that proposal if the Company does not have notice of the proposal by January
8, 2000.  If notice of any such proposal is timely received, the proxy
holders may exercise discretionary authority with respect to such proposal
but only to the extent permitted by the regulations of the Securities and
Exchange Commission.













Voting Securities

     On January 29, 1999, the record date for the determination of
shareholders entitled to vote at the Annual Meeting of Shareholders,
3,128,306 shares of the Company's Common Stock were outstanding.  The
presence, in person or by proxy, of a majority of the outstanding shares of
Common Stock of the Company is necessary to constitute a quorum at the Annual
Meeting of Shareholders.  Each share of Common Stock is entitled to one vote. 
In electing directors, each shareholder is entitled to cumulate his votes and
give one candidate a number of votes equal to the number of directors to be
elected, multiplied by the number of shares held by  the shareholder or to
distribute his votes among as many candidates he sees fit, if at the meeting
and prior to the voting, any shareholder gives notice of his intention to
cumulate his votes.  In the election of directors, the candidates receiving
the highest number of affirmative votes of the shares entitled to be voted at
the meeting, up to the number of directors to be elected, are the
directors elected.  Any votes against a candidate or withheld from voting
(whether by abstention, broker non-votes or otherwise) will not be counted
and have no legal effect or effect on the vote.






































                                      1

     Set forth below is information as of January 29, 1999 with respect to
the shareholders who were known by the Company to own beneficially more than
5% of the Company's outstanding Common Stock, its only outstanding
voting security.
<TABLE>
<CAPTION>
                                   Amount and
                                   Nature of
 Name and Address                  Beneficial       Percent of
of Beneficial Owner                Ownership        Class   
- -------------------                -----------      ----------
<S>                                <C>       <C>    <C>
Louart Corporation                 1,596,840 (1)    49.8%
1545 Sawtelle Boulevard
Los Angeles, California 90025
</TABLE>
(1)  Includes 1,205,200 shares owned directly by Louart Corporation, as       
     reported in its Schedule 13D, dated January 1994 and filed with the      
     Securities and Exchange Commission.  Such Schedule 13D indicates that
     Louart Corporation has sole voting and dispositive power of such shares. 
     Also includes 391,640 shares beneficially owned (including shares        
     issuable upon options which are currently exercisable or exercisable
     within 60 days) by officers and directors of Louart Corporation.

                             ELECTION OF DIRECTORS
     Unless directed otherwise, it is intended to vote the Proxy in favor of
electing six  (6) persons listed below to serve as Directors of the Company
until the next Annual Meeting and until their successors are duly elected and
qualified.   All of such nominees are now serving as Directors and were
elected by shareholders.  The principal occupation or employment of each
nominee is indicated following his or her name on the table set forth below. 
If any shares are voted at the meeting for the election of any person other
than those nominees named below, the discretionary authority given to the 
designated proxies includes the authority to cumulate votes for any one or
more of the management nominees in such manner as the proxies deem advisable. 
If any nominee shall become unavailable for election for any  reason which is
not now foreseen, the proxies will, subject to the foregoing, be voted for
the election of some other qualified persons; provided, however, that the
proxies cannot be voted for a greater number of persons than six.
<TABLE>
<CAPTION>
                                    Beneficial Ownership of Equity Securities
                                     of Company on January 29, 1999 (1)       
                                     ---------------------------------------  
 Name and Present Position with       Common        Percent    First Elected
Company or Principal Occupation  Age Stock Held     of Class     as Director
- -------------------------------  --- ----------     --------   --------------
<C>      <S>                     <C> <C>             <C>            <C>
Marshall I. Kass                 70  1,501,315(2)(3) 47.7%(2)(3)    1988
  Chairman of the Board,  
  Chief Executive Officer and
  Chief Operating Officer of 
  the Company and Chairman
  of the Board, Chief Executive
  Officer and Chief Operating
  Officer of Louart Corporation,
  an investment company
</TABLE>
                                      2
<TABLE>
<CAPTION>
                             Beneficial Ownership of Equity Securities
                                    of Company on January 29, 1999 (1)
                                  ----------------------------------------    
Name and Present Position   
with Company or Principal         Common             Percent    First Elected
Occupation                   Age  Stock Held         of Class   as Director
- --------------------------   ---  ----------         --------   -------------
<S>       <C>                 <C> <C>                <C>            <C>
Jonathan F. Kass              40  1,236,200(2)(3)    39.3%(2)(3)    1989
  President of
  the Company and Senior Vice 
  President and Director of 
  Louart Corporation, an
  investment company
Michael S. Kass               45  1,248,725(2)(3)    39.7%(2)(3)    1988
  Executive Vice President of the 
  Company and President 
  and Director of Louart 
  Corporation, an
  investment company
Susan E. Kass                 42  1,226,200(2)(3)    39.0%(2)(3)    1989
  Secretary and Treasurer of
  the Company and Vice 
  President, Secretary and 
  Director of Louart 
  Corporation, an investment
  company
Rogelio Buenrostro            59     10,000 (4)          *          1996
  Manager and Chief Executive
  Officer-Certron, Mexicali
Jesse A. Lopez                48     10,000 (4)          *          1996
  Controller of the Company
Directors and Officers as a       1,637,140(2)(4)(5) 50.4%(2)(4)(5)
     Group (7 persons)
</TABLE>
- --------------                 
 *   Represents less than one percent of the shares of Common Stock           
     outstanding.

(1)  Except as otherwise indicated, nature of beneficial ownership is         
     possession of sole voting and investment power.

(2)  Includes 1,205,200 shares owned by Louart Corporation.  Messrs.          
     Marshall, Jonathan and Michael Kass and Ms. Susan  Kass, directors and   
     executive officers of the Company, own shares of the capital stock of
     Louart Corporation representing a majority of the voting power of the    
     outstanding capital stock thereof.  Includes for Marshall I. Kass        
     231,100 shares owned by his SEP/IRA, for Michael S. Kass 22,525 shares 
     owned by his SEP/IRA, and for Jonathan F. Kass 10,000 shares owned by    
     him as custodian for his minor children.  Excludes for Marshall I. Kass  
     81,500 shares owned by his wife, of which shares Marshall I. Kass
     disclaims beneficial ownership.



                                       3

(3)  Includes for each of Marshall I. Kass, Jonathan F. Kass, Michael S. Kass 
     and Susan E. Kass 20,000 shares issuable upon the exercise of presently  
     exercisable options or options exercisable within 60 days held by such
     persons.
(4)  Includes for Mr. Buenrostro 10,000 shares and  for Mr. Lopez 10,000      
     shares issuable upon the exercise of presently exercisable stock options 
     or options exercisable within 60 days held by such persons.
(5)  Includes 20,000 shares issuable upon the exercise of a presently         
     exercisable option held by a divisional vice president of the Company. 

     In December 1988, Mr. Marshall I. Kass was elected Chairman of the Board
of Directors and Chief Executive Officer, and in June 1990 he was elected as
the Chief Operating Officer of the Company.  For more than the past five
years and until February 1996, Mr. Kass served as President of Louart
Corporation, a privately held investment company.  In February 1996, he was
elected Chairman of the Board, Chief Executive Officer and Chief
Operating Officer of Louart Corporation.  He is, and for more than the past
five years has been, a Director thereof.  The Company and Marshall I. Kass
are parties to an Employment Agreement, dated as of November 1, 1993,
pursuant to which Mr. Kass is employed as the Chairman of the Board and Chief
Executive Officer of the Company at a rate of $200,000 per year, subject to
annual adjustment at the discretion of the Board of Directors of the Company. 
In 1998 the Employment Agreement was amended to extend the term thereof from
October 31, 1998 to October 31, 2001.  The Employment Agreement may be
earlier terminated in the event of the death or disability of Mr. Kass or
for "good cause," defined to mean conviction of a crime directly related to
his employment or a felony, gross mismanagement of the business and affairs
of the Company or breach of any material provision of the Employment
Agreement.
     In March 1996, Mr. Jonathan F. Kass was elected  President of the
Company.  For the five years prior thereto, he served as Executive Vice
President of the Company.  In February 1996, Mr. Jonathan F. Kass was elected
as Senior Vice President of Louart Corporation.  For the five years prior
thereto, he served as Vice President and Director of Louart Corporation.  In
March 1996, Mr. Michael S. Kass was elected Executive Vice President of the
Company.  For the five years prior thereto, he served as Vice President of
the Company.  In  February 1996, Mr. Michael S. Kass  was elected President
of Louart Corporation.   For the five years prior thereto, he served as
Senior Vice President and  Director of Louart Corporation.   For more than
the past five years, Ms. Susan E. Kass has served as the Secretary, Vice
President and Director of Louart Corporation.  In 1990, she was elected
Secretary  and Treasurer of the Company.  Mr. Marshall I. Kass is the father
of  Mr. Jonathan F. Kass, Mr. Michael S. Kass, and Ms. Susan E. Kass, all of
whom are siblings of one another.  
     For more than the past five years, Mr. Buenrostro has been employed by
the Company as its general manager in Mexicali, Mexico.  Mr. Lopez  has been
employed by the Company since 1992 and has served as Controller of the
Company since January 1994.  
     In 1995, Herbert Bronsten, age 68, became employed by the Company as a
Divisional Vice President and served as director of the Company from 1996 to
1998.  From 1976 to 1993, Mr. Bronsten served as President of
A.B.C. Premium, Inc. a retail sales company in Los Angeles, California.  In
1993, each of Mr. Bronsten (individually) and A.B.C. Premium, Inc. filed for
protection under the federal Bankruptcy Act.  Mr. Bronsten is the
beneficial owner of 20,300 shares of the Company's Common Stock (representing
less than one percent of the shares of Common Stock outstanding), of which
20,000 shares are issuable upon presently exercisable options.

                                      4
     Except for Marshall I. Kass, all of the executive officers of the
Company serve at the pleasure of the Board of Directors.  

     The Board of Directors has an Audit Committee, which consists of
Jonathan F. Kass, Michael S. Kass and Susan E. Kass.   The Audit Committee
recommends to the Board of Directors the appointment of independent certified
public accountants to perform the audits of the Company, reviews with the
accountants the scope and conduct of the annual audit prior to the completion
of the same, reviews the audit with the accountants following its completion,
considers comments or recommendations made by the independent accountants and
approves all material non-audit services provided by the independent
accountants.  The Audit Committee had one meeting with respect to the fiscal
year ended October 31, 1998.

     The Board of Directors has a Compensation Committee, which consists of
Jonathan F. Kass, Michael S. Kass and Susan E. Kass.  The Compensation
Committee reviews and recommends to the Board of Directors the
compensation to be paid to executives of the Company.  The Compensation
Committee had one meeting with respect to the fiscal year ended October 31,
1998.

     During the fiscal year ended October 31, 1998, there were five meetings
of the Board of Directors and all of the Company's incumbent Directors, other
than Rogelio Buenrostro, attended in excess of 75% of the board
meetings and meetings of committees of which they were members.  Each of the
incumbent Directors (each of whom is a nominee for election at the Annual
Meeting) is a Company salaried employee and does not receive any fee or
remuneration for his or her services as a member of the Board.   


Section 16 (a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, as well as persons holding more
than 10% of the Company's outstanding shares of Common Stock, to file initial
reports of ownership and reports of changes of ownership of the Company's
Common Stock with the Securities and Exchange Commission.  Executive officers
and directors are required to furnish the Company with copies of all
Section 16(a) forms that they file.  Based solely upon a review of these
filings or written representations received by the Company from certain
reporting persons, to the Company's knowledge, none of the Company's
executive officers, directors or persons holding more than 10% of the
Company's outstanding shares of Common Stock failed to file on
a timely basis any reports required by Section 16(a) of the Securities
Exchange Act of 1934 during the fiscal year
ended October 31, 1998.










                                       5


Compensation of Executive Officers

     The following table sets forth the compensation paid, during the fiscal
year ended October 31, 1998, to (i) the Chief Executive Officer and (ii) any
other executive officer whose total compensation for such fiscal year
exceeded $100,000, for services rendered by such persons in all capacities to
the Company:
<TABLE>
<CAPTION>
                       SUMMARY COMPENSATION TABLE
                                                Long Term                     
                                               Compensation
                                               ------------  
                                      Annual
                                  Compensation   Awards    
                                  ------------ -----------
                                               Securities 
                            Fiscal             Underlying     All Other 
Name and Principal Position  Year  Salary ($)  Options (#) Compensation($)(1) 
- ---------------------------  ----  ----------  ----------- -----------------  
<C>      <S>    <C>          <C>   <C>            <S>          <C>
Marshall I. Kass, Chairman   1998  $183,750       -            $32,855
  of  the Board, Chief       1997  $175,729     10,000         $31,067
  Executive Officer and      1996  $167,220     10,000         $31,067
  Chief Operating Officer

Herbert Bronsten,
  Divisional Vice President  1998  $102,000       -               -
                             1997  $100,125      5,000                        
                             1996  $ 96,355      5,000            -
</TABLE>
- -------------------
(1)  Represents premiums paid during the fiscal year on life insurance        
     policies maintained by the Company having as of January 1, 1999 an       
     aggregate estimated net surrender proceeds of  $127,000 on the life and  
     for the benefit of Mr. Marshall I. Kass.

Stock Options

     In January 1989, the Board of Directors adopted a 1989 Stock Option Plan
(the "Executive Plan") covering 150,000 shares of Common Stock which was
approved by shareholders in March 1989.  In January 1995, the Board
of Directors adopted an amendment to the Executive Plan changing its name to
the  Executive Stock Option Plan, increasing the number of shares of Common
Stock covered thereby from 150,000 to 300,000 and extending the
expiration date of the Executive Plan from January 1999 to January 27, 2005.

     Under the Executive Plan both "incentive stock options" (as defined in
Section 422  of the Internal Revenue Code of 1986, as amended) and
non-incentive options can be granted to selected executives, key employees
and directors (whether or not employees) of the Company.  However, incentive
stock options may be granted only to employees (including officers and
directors who are employees).  Under the Executive Plan,  all options are
required to be granted at exercise prices of not less than 100% of the fair
market value of the Common Stock  at the date the options are granted.  The
number of shares of Common Stock covered by the Executive Plan is subject to

                                      6


adjustment in the case of stock splits, reverse stock splits, stock
dividends, recapitalization and similar changes in the capitalization of the
Company.

     Stock appreciation rights may be granted with all or part of any option
granted under the Executive Plan.  Directors who are not employees of the
Company are not eligible to receive these rights.  Stock appreciation rights
entitle the holder thereof, upon exercise of such rights, to surrender the
related option, or any portion  thereof, and to receive, without payment to
the Company (except for applicable withholding taxes), an amount equal to the
excess of the fair market value, on the date of such exercise, of the Common
Stock covered by such option or portion thereof over the option price of the
Common Stock as provided in the option.  The Board of  Directors or a
committee thereof has sole discretion to determine the form in which payment
may be made to the employee upon the exercise of any stock appreciation right
(i.e., Common Stock, cash, or any combination thereof).  No stock
appreciation rights have been granted under the Executive Plan.

     During the fiscal year ended October 31, 1998,  there were no options
granted under the Executive Plan and no options granted under the Executive
Plan were exercised. 

     The following table sets forth as of October 31, 1998 information as to
the number of unexercised options (none of which are in-the-money options)
held by the Chief Executive Officer of the Company and the other executive
officer named in the Summary Compensation Table above:
<TABLE>
<CAPTION>
                    AGGREGATED FISCAL YEAR-END OPTION VALUES

                                             Number of Securities     
                                             Underlying Unexercised   
                                             Options at October 31, 1998
                                                       (#)                
Name                                         Exercisable/Unexercisable  
- ----                                         ----------------------------
<C>      <S>       <C>  <C>   <C> <C> <C> <C>         <C>
Marshall I. Kass   .  . .  .  .   .   .   .           20,000/0

Herbert Bronsten  .  .  .  .  .  .  .  .  .           20,000/0
</TABLE>

Certain Transactions

     Louart Corporation (see "Voting Securities" and "ELECTION  OF DIRECTORS"
above) leases to the Company a warehouse and packaging facility in Corona,
California  and the Company's corporate and administrative headquarters in
Los Angeles, California.  Louart Corporation also leased to the Company a
warehouse and storage area in Los Angeles, California at a monthly rental
rate of approximately $1,200  per month, which lease expired in August 1998. 
The facility in Corona, California is leased on a triple-net basis pursuant
to a lease expiring August 31, 2003 at a present monthly rental rate of
approximately $6,579 per month, subject to annual increases in September
of each year of approximately $200 per month. The Company's corporate and
administrative headquarters in Los Angeles, California is leased to the
Company pursuant to a lease expiring in November 30, 2003 at a present
  
                                    7

monthly rental rate of approximately $4,612  per month, subject to annual
increases in March of each year based on increases in the consumer price
index and increases in operating expenses from 1992.  The Company anticipates
that such lease will be renewed upon the expiration thereof on substantially
the same terms thereof for a period of one or more years.

     In addition, during the fiscal year ended October 31, 1998 the Company
paid to Louart Corporation approximately $291,000 for the provision of
certain services, including secretarial and administrative services,
consulting services and use of an automobile, and will continue to pay for
such services during the Company's current fiscal year.













































                                      8


                             OTHER BUSINESS

     Singer Lewak Greenbaum & Goldstein, LLP  was the Company's independent
accountants for the fiscal year ended October 31, 1998 and have been selected
as the Company's auditors for the current year.  Representatives from
that firm are expected to be present at the annual meeting with the
opportunity to make a statement, if they desire to do so, and are expected to
be available to respond to appropriate questions from shareholders.

The Board of Directors does not know of any business to be presented other
than the matters set forth above, but if other matters come before the
meeting, it is the intention of the proxies to vote in accordance with their
best judgment on such matters.
     

                               By Order of the Board of Directors



                                        SUSAN E. KASS         
                                          Secretary               
 



































                                          9























                                   APPENDIX A








                             CERTRON CORPORATION'S
                                 PROXY CARD


























                            CERTRON CORPORATION
         PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MARCH 23, 1999 


     The undersigned hereby appoints MARSHALL I. KASS and SUSAN E. KASS, and
each of them proxies, each with power of substitution, to vote for the
undersigned at the Annual Meeting of Shareholders of Certron Corporation to
be held at the Company's offices at 1545 Sawtelle Boulevard, Los Angeles,
California 90025, on Tuesday, March 23, 1999, at 10 o'clock A.M., local time,
and any adjournmentthereof, with respect to:
     
      (1)  ELECTION OF DIRECTORS 
      
                  FOR all nominees listed below 
           -----
                  WITHHOLD AUTHORITY to vote for all nominees listed below
           -----


- -----------------------------------------------------------------------------
   (INSTRUCTION:  To withhold authority to vote for any individual nominee    
                  write that nominee's name on the space provided above)
    Marshall I. Kass, Jonathan F. Kass, Michael S. Kass, Susan E. Kass,
                     Rogelio Buenrostro, Jesse A. Lopez
      
     (2)  Such other matters as may properly come before the meeting or any
adjournment thereof;  according to the number of shares of stock which the
undersigned would be entitled to vote if personally present, hereby revoking
any prior proxy to vote at such Meeting; and hereby ratifying and confirming
all that said proxies, or any of them, shall lawfully do by virtue hereof. 
With respect to matters not known at the time of the solicitation hereof,
said proxies are authorized to vote in their discretion.
   
      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF 
                          CERTRON CORPORATION
   
                        IMPORTANT SIGN ON OTHER SIDE
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                           CONTINUED FROM OTHER SIDE
   
     This proxy when properly executed will be voted in the manner directed. 
Unless otherwise marked, this Proxy  will be voted FOR the  election of some
or all of the persons named in the accompanying Proxy Statement as nominated
by the Board of Directors for election as Directors of Certron Corporation
and may be voted cumulatively.  
     One of the above-mentioned proxies or his  or her substitute present at
the meeting may exercise the powers of both said proxies.
   
                                           Date                        , 1999
                                                 ----------------------
                                                                              
                                           IMPORTANT:  In signing this Proxy,
                                           please sign your name or names on
                                           the Signature lines in the same
                                           way as it is stenciled on this     
                                           Proxy.  When signing as an
                                           attorney, executor, administrator,
                                           trustee or guardian, please give   
                                           your full title as such.
                                           EACH JOINT TENANT SHOULD SIGN.
   


                                           ----------------------------------
                                               Signature of Shareholder



                                           ----------------------------------
                                               Signature of Shareholder
                                      
 PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED



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