<PAGE> 1
SCHEDULE 14A
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 Section 240.14a-11(c) or Section 240.14a-12
CHICAGO RIVET & MACHINE CO.
........................................................................
(Name of Registrant as Specified in Its Charter)
........................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/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:
...................................................................
2) Aggregate number of securities to which transaction applies:
...................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth in the amount on which the
filing fee is calculated and state how it was determined):
...................................................................
4) Proposed maximum aggregate value of transaction:
...................................................................
5) Total fee paid:
...................................................................
/ / 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:
...................................................................
<PAGE> 2
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
To the Shareholders of
CHICAGO RIVET & MACHINE CO.
Notice is hereby given that the Annual Meeting of Shareholders of CHICAGO
RIVET & MACHINE CO., an Illinois corporation (the "Company"), will be held at
the Company's principal offices, 901 Frontenac Road, Naperville, Illinois, on
Tuesday, May 14, 1996 at 10:00 A.M., Chicago time, for the following purposes:
1. To elect a Board of six directors, to serve until the next Annual
Meeting of Shareholders and until their successors are elected and shall
qualify; and
2. To consider and act upon such other matters as may properly come
before the meeting.
Shareholders of record at the close of business on March 25, 1996 will be
entitled to notice of and to vote at this Annual Meeting and at any adjournment
or postponements thereof.
A copy of the Annual Report of the Company for the year ended December 31,
1995, which contains Financial Statements, is enclosed.
You are requested to sign, date and return the accompanying proxy card in
the enclosed envelope, whether or not you expect to attend the meeting in
person.
Your cooperation is respectfully solicited and appreciated.
By order of the Board of Directors
KIMBERLY A. KIRHOFER, Secretary
Naperville, Illinois
April 1, 1996
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, WE REQUEST THAT YOU EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY.
<PAGE> 3
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566
PROXY STATEMENT
SOLICITATION OF PROXIES
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of the Company of proxies to be used at the Annual Meeting of
Shareholders to be held May 14, 1996 for the purposes set forth in the
accompanying notice. Any shareholder giving a proxy has the power to revoke it
at any time prior to the exercise thereof by executing and delivering to the
Secretary of the Company at the above address a subsequent proxy or a written
notice of revocation of the proxy, or by attending the Annual Meeting and voting
in person. In the absence of any contrary written direction in the proxy, each
proxy will be voted for the election of the nominees for director named in this
proxy statement and in the proxy, and, in the best judgment of the persons named
in the proxy as representatives, upon any other matters which may properly come
before the Annual Meeting. The Company's Annual Report for the year ended
December 31, 1995, including financial statements, and this Proxy Statement and
the attached form of proxy are first being mailed to shareholders on or about
April 4, 1996.
Each shareholder of record at the close of business on March 25, 1996, the
record date stated in the notice of the meeting, is entitled to vote at the
meeting and at any adjournments or postponements thereof. On the record date,
there were outstanding 585,748 of the Company's common shares, par value $2.00
per share, each entitled to one vote, except that there is cumulative voting in
the election of directors. No other shares of the Company of any other class
were outstanding.
Proxies will be solicited by mail and may also be solicited by personal
interview, telephone, telecopy and telegram. Solicitation will be made on a
part-time basis by directors and officers of the Company and by other managerial
employees, who will receive no compensation therefor other than their regular
salary. The Company will arrange for brokerage houses, nominees and other
custodians holding common shares of the Company of record to forward proxy
soliciting material to the beneficial owners of such shares, and will reimburse
such record owners for the reasonable out-of-pocket expenses incurred by them.
The cost of the solicitation of proxies will be borne by the Company.
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<PAGE> 4
PRINCIPAL SHAREHOLDERS
The persons listed in the table below are known by the Company to be
beneficial owners of more than five percent of the Company's outstanding common
shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENT
NAME AND ADDRESS AS OF FEBRUARY 14, 1996 OF CLASS(1)
- -------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
John A. Morrissey,
Walter W. Morrissey and
Carol M. Showel
1301 W. 22nd Street
Oak Brook, Illinois 60521....................... 132,443(2) 22.6%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401.................. 37,800(2) 6.5%
Quest Advisory Corp.
1414 Avenue of the Americas
New York, New York 10019........................ 30,200(2) 5.2%
</TABLE>
- ---------------
(1) The percent of class figures in this table and throughout this proxy
statement are based upon the number of the outstanding shares of the
Company as of February 14, 1996 (585,748).
(2) The nature of the beneficial ownership of these shares is discussed in the
following paragraphs.
John A. Morrissey, Walter W. Morrissey and Carol M. Showel may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and each may be deemed therefore to be the
beneficial owner of the shares beneficially owned by the others. As of February
14, 1996, John A. Morrissey beneficially owned 91,366 shares (15.6%), of which
33,884 (5.8%) were beneficially owned by him with sole voting and investment
power, and 57,482 (9.8%) were beneficially owned by him as co-trustee of certain
trusts, with shared voting and investment power. As of February 14, 1996, Walter
W. Morrissey beneficially owned 88,532 shares (15.1%), of which 32,479 (5.5%)
were beneficially owned by him with sole voting and investment power, and 56,053
(9.6%) were beneficially owned by him as co-trustee of a certain trust, with
shared voting and investment power. As of February 14, 1996, Carol M. Showel
beneficially owned 64,651 shares (11.0%), of which 8,598 (1.5%) were
beneficially owned by her with sole voting and investment power, and 56,053
(9.6%) were beneficially owned by her as co-trustee of a certain trust, with
shared voting and investment power. The group consisting of John A. Morrissey,
Walter W. Morrissey and Carol M. Showel may be deemed to be a beneficial owner
of a total of 132,443 shares (22.6%).
All of the 37,800 shares (6.5%) deemed to be beneficially owned by
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment advisor,
as of February 14, 1996 were held
2
<PAGE> 5
in portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of The DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and the DFA Participating Group Trust,
investment vehicles for qualified employee benefit plans, for all of which
Dimensional serves as investment manager. Dimensional holds sole investment
power as to all 37,800 shares and sole voting power as to 21,800 shares (3.7%).
DFA Investment Dimensions Group Inc., certain officers of which are also
officers of Dimensional, has sole voting power with respect to 14,200 of the
remaining shares (2.4%), and the DFA Investment Trust Company, certain officers
of which are also officers of Dimensional, has sole voting power with respect to
1,800 (0.3%) shares. Although, under the reporting requirements of the
Securities Exchange Act of 1934, Dimensional is deemed to be the beneficial
owner of such shares, Dimensional expressly disclaims such beneficial ownership.
All of the 30,200 shares (5.2%) listed as beneficially owned as of February
14, 1996 by Quest Advisory Corp. were beneficially owned by Quest Advisory Corp.
with sole voting and investment power. Quest Advisory Corp. is a registered
investment advisor, and beneficially owns shares in its capacity as such. In
addition, as a controlling person of Quest Advisory Corp., Charles M. Royce may
be deemed to beneficially own such shares, although Mr. Royce disclaims
beneficial ownership of all such shares.
SHAREHOLDER PROPOSALS
Shareholder proposals for inclusion in proxy materials for the Company's
1997 Annual Meeting should be addressed to the Company's Secretary, P.O. Box
3061, 901 Frontenac Road, Naperville, Illinois 60566, and must be received by
the Company on or before December 1, 1996.
ELECTION OF DIRECTORS
A Board of six directors is to be elected at the Annual Meeting, to serve
until the next Annual Meeting and until their successors shall have been elected
and shall qualify. The shares represented by proxies received by the Board of
Directors will be voted, in the absence of any contrary direction therein, for
the election of the nominees hereinafter listed and described. The Board of
Directors believes that the persons named will be available, but, if any nominee
is unable or unwilling to serve as director, the proxies will be voted for
another individual to be selected by the Board of Directors.
A majority of the outstanding common shares of the Company will constitute
a quorum at the Annual Meeting. Election as a director requires a plurality of
the votes cast at the Annual Meeting, so the six nominees who receive the
largest number of votes cast will be elected as directors. An affirmative vote
of a majority of the shares present in person or by proxy and entitled to vote
at the Annual Meeting is required for approval of any proposal submitted to
shareholders (except for election of directors). Abstentions, withheld votes and
broker non-votes are counted for purposes of determining the presence or absence
of a quorum. Abstentions are counted as votes
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<PAGE> 6
against a proposal, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. For any nominee, withheld
votes will have no effect on the election of that nominee.
In the election of directors, voting rights are cumulative, which means
that each shareholder is entitled to as many votes as are equal to the number of
his shares multiplied by the number of directors to be elected (six). Each
shareholder may cast all of such votes for one nominee or may distribute them
among two or more nominees in his discretion. In the absence of any contrary
written direction in the proxy, the proxy will confer discretionary authority on
the persons named therein as representatives to cumulate votes selectively among
the nominees in the manner just described.
The following table sets forth certain information regarding the Board of
Directors' nominees for director and each executive officer of the Company named
in the Summary Compensation Table (the "Named Executives"), including their
ages, principal occupations and beneficial ownership of common shares of the
Company, and information regarding the beneficial ownership of such shares by
all directors and Named Executives of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
SERVED AS BENEFICIALLY PERCENT
A DIRECTOR OWNED AS OF OF
NAME AGE PRINCIPAL OCCUPATION SINCE FEBRUARY 14, 1996 CLASS
- -------------------------------- --- ---------------------------- ---------- ----------------- -------
<S> <C> <C> <C> <C> <C>
John A. Morrissey............... 60 Chairman of the Board and 1968 91,366 15.6 %(1)
Chief Executive
Officer of the Company;
President and Director,
Algonquin State Bank
Walter W. Morrissey............. 53 Attorney at Law 1972 88,532 15.1 %(2)
Robert K. Brown................. 73 Director of the Company 1982 2,000 0.3 %(3)
John C. Osterman................ 44 President, Chief Operating 1988 600 0.1 %(4)
Officer and Treasurer of
the Company
John R. Madden.................. 58 Chairman of the Board of 1980 100 0.02%(5)
Directors of the First
National Bank of LaGrange
Stephen L. Levy................. 74 Senior Advisor and Deputy 1982 100 0.02%(6)
Representative for the
Chief Executive Office of
Motorola, Inc.
Donald P. Long.................. 44 Vice President--Sales of the -- -- -- (7)
Company
All directors and Named Executives as
a group............................ -- 126,645 21.6%
</TABLE>
4
<PAGE> 7
- ---------------
(1) Mr. John A. Morrissey has been Chairman of the Board of the Company since
1979 and Chief Executive Officer since 1981. He has been President and a
director of Algonquin State Bank, Algonquin, Illinois for more than five
years, and is also a director of The First National Bank of LaGrange,
LaGrange, Illinois. He is a brother of Director Walter W. Morrissey. Of the
shares listed above as beneficially owned by Mr. John A. Morrissey, 33,884
(5.8%) are beneficially owned by him with sole voting and investment power,
57,482 (9.8%) are beneficially owned by him as co-trustee of certain trusts,
with shared voting and investment power. The foregoing amount does not
include shares directly owned by Walter W. Morrissey and Carol M. Showel in
their individual capacities. See "Principal Shareholders." Mr. Morrissey's
address is Chicago Rivet & Machine Co., 901 Frontenac Road, Naperville,
Illinois 60566.
(2) Mr. Walter W. Morrissey has been a partner in the law firm of Morrissey &
Robinson, formerly known as Morrissey Robinson & Kabat, Oak Brook, Illinois,
for more than five years. He is a brother of Director John A. Morrissey. Of
the shares listed above as beneficially owned by Mr. Walter W. Morrissey,
32,479 (5.5%) are beneficially owned by him with sole voting and investment
power, and 56,053 (9.6%) are beneficially owned by him as co-trustee of a
certain trust, with shared voting and investment power. The foregoing amount
does not include shares directly owned by John A. Morrissey and Carol M.
Showel in their individual capacities. See "Principal Shareholders." The law
firm of Morrissey & Robinson was retained by the Company to perform certain
legal services in 1994 and 1995 and has been retained by the Company during
the current year to perform additional legal services. Mr. Morrissey's
address is 1301 West 22nd Street, Suite 401, Oak Brook, Illinois 60521.
(3) Mr. Brown, prior to his retirement in August, 1987, was President, Chief
Operating Officer and Treasurer of the Company for more than five years. The
shares listed in the table are beneficially owned by Mr. Brown in joint
tenancy with his wife, with shared voting and investment power. Mr. Brown's
address is 253 Cheryl Lane, Palatine, Illinois 60067.
(4) Mr. Osterman has been President, Chief Operating Officer and Treasurer of
the Company since September, 1987. The shares listed in the table are
beneficially owned by Mr. Osterman in joint tenancy with his wife, with
shared voting and investment power. Mr. Osterman's address is Chicago Rivet
& Machine Co., 901 Frontenac Road, Naperville, Illinois 60566.
(5) Mr. Madden has been Chairman of the Board of Directors of The First National
Bank of LaGrange, LaGrange, Illinois for more than five years. In addition,
he is Chairman of the Board of Directors of Algonquin State Bank, Algonquin,
Illinois, Chairman of the Board of Directors of West Chicago State Bank,
West Chicago, Illinois and Chairman of the Board of Directors of Mokena
State Bank, Mokena, Illinois. All of the shares listed as beneficially owned
by him are owned with sole voting and investment power. Mr. Madden's address
is First National Bank of LaGrange, 620 W. Burlington, LaGrange, Illinois
60525.
5
<PAGE> 8
(6) Mr. Levy has been Senior Advisor and Deputy Representative for the Chief
Executive Office of Motorola, Inc., Schaumburg, Illinois (a manufacturer of
communications and electronic equipment), since December, 1987. All of the
shares listed as beneficially owned by him are owned with sole voting and
investment power. Mr. Levy's address is P.O. Box 9141, Rancho Santa Fe,
California 92067.
(7) Mr. Long has been Vice President-Sales of the Company since November 1994
and was Director of Sales and Marketing of the Company from March 1993
through November 1994. Prior to that, he was employed by Townsend Engineered
Products, a maker of rivets, cold-formed fasteners and rivet setting
equipment in various sales management positions for more than five years.
Mr. Long's address is Chicago Rivet & Machine Co., 901 Frontenac Road,
Naperville, Illinois 60566.
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held a total of four meetings during
1995.
The Board of Directors has appointed an Audit Committee, which presently
consists of Directors Walter W. Morrissey, John R. Madden and Stephen L. Levy.
The Audit Committee met twice during 1995. The duties of the Audit Committee
include recommendation of the independent auditor to be selected by the Board of
Directors, review of the arrangements and scope of the independent auditor's
examination, review of internal accounting procedures and controls, and review
of the independence of the auditor in regard to the Company and its management.
The Board of Directors has also appointed a Compensation Committee, which
presently consists of Directors Walter W. Morrissey, John R. Madden and Stephen
L. Levy. The duties of the Compensation Committee include considering and
recommending to the Board of Directors the compensation and benefits of all
officers of the Company and the development of general policies relating to
compensation and benefits of employees of the Company. The Compensation
Committee met three times during 1995.
The Board of Directors has also appointed an Executive Committee, which
presently consists of Directors John A. Morrissey, Walter W. Morrissey, Robert
K. Brown and John C. Osterman. Under the By-laws of the Company and the
resolution of the Board of Directors appointing the Executive Committee, the
Executive Committee has all of the authority of the Board of Directors in the
management of the Company, except as otherwise required by law. The Executive
Committee met eleven times during 1995.
The Company does not have a Nominating Committee.
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<PAGE> 9
Directors of the Company who are also officers receive no compensation for
their services as directors or as members of any committee of the Board of
Directors, apart from their regular compensation for services as such officers.
Each director who is not an officer of the Company receives a director's fee of
$7,500 per year and a $1,250 fee for attendance at each regular meeting of the
Board of Directors. Each member of the Executive Committee who is not an officer
of the Company receives an additional fee of $8,000 per year and a $350 fee for
attendance at each regular meeting of the Executive Committee.
EXECUTIVE COMPENSATION
The Summary Compensation Table below includes individual compensation
information regarding compensation paid by the Company with respect to the
fiscal years ended December 31, 1995, 1994 and 1993 to all executive officers of
the Company whose salary and bonus exceed $100,000.
The Company does not provide stock options, stock appreciation rights or
other long-term incentive plan awards to its executive officers. The executive
compensation disclosure set forth below is as required by the rules for
executive compensation disclosure for companies that qualify as small business
issuers under regulations of the Securities and Exchange Commission.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------------------------- ----- --------- -------- ---------------
<S> <C> <C> <C> <C>
John A. Morrissey -- Chairman and 1995 $ 141,346 $ 65,000 --
Chief Executive Officer 1994 131,346 55,000 --
1993 121,346 45,000 --
John C. Osterman -- President, Chief 1995 $ 126,250 $ 47,500 $ 9,084
Operating Officer and Treasurer 1994 116,250 37,500 6,914
1993 106,250 30,000 4,335
Donald P. Long -- Vice 1995 $ 94,924 $ 6,500 $ 6,107
President -- Sales 1994 89,108 4,500 4,372
1993 70,833 3,000 2,588
</TABLE>
- ---------------
(1) Includes premium on term life insurance and Company contributions to the
Employees' Trust. The Company provides a group term life insurance policy to
each executive officer of the Company in the amount of two times annual
salary, except that no insurance policy is provided to John A. Morrissey;
premiums paid for Mr. Osterman's policy were $1,346, $1,059 and $778 for
1995, 1994 and 1993, respectively, and premiums paid for Mr. Long's policy
were $823, $625 and $466 for 1995, 1994 and 1993, respectively. The amounts
allocated to Mr. Osterman under the Employee's Trust for 1995, 1994 and 1993
were $7,738, $5,855 and
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<PAGE> 10
$3,557, respectively, and the amounts allocated to Mr. Long under the
Employee's Trust for 1995, 1994 and 1993 were $5,284, $3,747 and $2,122,
respectively. The value of any perquisites granted to each executive officer
identified above did not exceed the lesser of $50,000 or ten percent of such
officer's annual salary and bonus and is not included in the above amounts.
PROFIT SHARING PLAN
The Chicago Rivet & Machine Co. Profit Sharing Trust (the "Employees'
Trust") is a part of a profit sharing plan established by the Company for the
benefit of its officers and employees. Participants eligible to share in Company
contributions include all employees of the Company who have completed one year
of service with the Company.
The Company makes contributions to the Employees' Trust pursuant to a
formula based on the Company's annual earnings. The Company may also contribute
such other amounts out of current or retained earnings as may be determined by
the Board of Directors. The Company's contributions are allocated among eligible
participants in proportion to their respective compensation.
Each participant has a balance in the Employees' Trust consisting of his
share of Company contributions, amounts forfeited by other participants and
trust fund earnings. Each participant's balance vests over a five-year period,
beginning after his third year of employment. Full vesting also occurs,
regardless of length of employment, when a participating employee reaches normal
retirement age, dies or becomes permanently and totally disabled.
The Plan also contains a 401(k) feature pursuant to which participants may
elect to have a portion (up to 10%) of their compensation (but not to exceed the
maximum permitted by law) contributed to the Employees' Trust in lieu of
receiving it in cash. Each eligible employee, for this purpose, becomes a
participant on the first day of the month following completion of 60 days of
employment. These contributions are always fully vested and nonforfeitable.
Participants may also make nondeductible voluntary contributions
(after-tax) of up to 10% of compensation to their account in the Employees'
Trust, which vest immediately. Company contributions and voluntary contributions
received by the Employees' Trust are held and invested by the Trustee, subject
to direction as to asset allocation by the administrative committee for the
Employees' Trust. 401(k) contributions made to the Employees' Trust are invested
in accordance with participants' investment directions among certain investment
funds established by the administrative committee and sponsored by the Trustee.
Distribution of a participant's vested balance is made on termination of
employment, or later, if the participant so requests, subject to certain
limitations. Generally, distribution is made in a lump sum or in installments
extending over no more than 10 years. Participants may request a loan
8
<PAGE> 11
from the Plan of an amount that does not exceed the lesser of 50% of the
participant's 401(k) contributions or $50,000. Voluntary contributions may be
withdrawn as of the last business day of any calendar quarter.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Price Waterhouse LLP served as the Company's independent
certified public accountants for 1995. The Board of Directors has again
designated that firm as the Company's independent certified public accountants
for 1996. A representative of that firm is expected to be present at the
Company's 1996 Annual Meeting of Shareholders with the opportunity to make a
statement, if so desired, and to be available to respond to appropriate
questions.
OTHER MATTERS
It is not presently expected that any matters other than the election of
directors will be brought before the meeting. If, however, other matters do come
before the meeting, it is the intention of the persons named as representatives
in the accompanying proxy to vote in accordance with their best judgment on such
matters.
By order of the Board of Directors
KIMBERLY A. KIRHOFER, Secretary
Naperville, Illinois
April 1, 1996
ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION
THE ANNUAL REPORT OF THE COMPANY TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 IS AVAILABLE, WITHOUT
CHARGE, TO ANY SHAREHOLDER OF RECORD OR BENEFICIAL OWNER OF COMMON SHARES OF THE
COMPANY UPON WRITTEN REQUEST TO THE SECRETARY, CHICAGO RIVET & MACHINE CO., P.O.
BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566.
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<PAGE> 12
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566
-----------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby constitutes and appoints John A. Morrissey,
Walter W. Morrissey and Robert K. Brown, and each of them, as the proxies
R and representatives of the undersigned, with full power of substitution, to
vote all common shares of Chicago Rivet & Machine Co. which the undersigned
O would be entitled to vote, with all powers which the undersigned would have
if personally present, at the Annual Meeting of Shareholders to be held on
X May 14, 1996, and at any adjournments or postponements thereof, as designated
below.
Y
<TABLE>
<S><C>
1. Election of the following six directors: John A. Morrissey, Walter W. Morrissey, COMMENTS: (change of address)
Robert K. Brown, John C. Osterman, John R. Madden and Stephen L. Levy. ________________________________
________________________________
Except with respect to any nominee for whom authority to vote is withheld, a ________________________________
vote FOR ALL NOMINEES includes discretionary authority (i) to cumulate votes ________________________________
selectively among the nominees, and (ii) to vote for a substituted nominee if (If you have written in the above
any of the nominees listed becomes unable or unwilling to serve. space, please mark the
corresponding box on the reverse
2. In their discretion, upon such other matters as may properly come before the meeting. side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX ON THE REVERSE SIDE. SEE REVERSE
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES. SIDE
- --------------------------------------------------------------------------------------------------------------------------------
/X/ PLEASE MARK YOUR | 6040
VOTE AS IN THIS |______
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.
FOR ALL NOMINEES WITHHELD AS TO
(EXCEPT AS MARKED BELOW) ALL NOMINEES
1. Election of Directors / / / / 2. In their discretion, the Proxies are authorized
(See Reverse) to vote upon such other business as may properly
come before the meeting.
To withhold authority to vote for any individual nominee,
write that nominee's name on the line below. Change of Address/
Comments on
_______________________________________ Reverse Side / /
The signer hereby revokes all proxies
heretofore given by the signer to vote
at said meeting or any adjournments or
postponements thereof.
NOTE: Please sign exactly as name appears
hereon and be sure to date the proxy. If
shares are held in the name of more than one
person, all holders must sign. Executors,
administrators, trustees, guardians and
corporate officers must give full title as
such.
PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE
ENCLOSED RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE.
____________________________________________
SIGNATURE
1996
____________________________________________
SIGNATURE IF HELD JOINTLY DATE
</TABLE>
<PAGE> 13
REMINDER
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566
____________________________________________________
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby constitutes and appoints John A. Morrissey,
Walter W. Morrissey and Robert K. Brown, and each of them, as the proxies
R and representatives of the undersigned, with full power of substitution, to
vote all common shares of Chicago Rivet & Machine Co. which the undersigned
O would be entitled to vote, with all powers which the undersigned would have
if personally present, at the Annual Meeting of Shareholders to be held on
X May 14, 1996, and at any adjournments or postponements thereof, as
designated below.
Y
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<S><C>
1. Election of the following six directors: John A. Morrissey, COMMENTS: (change of address)
Walter W. Morrissey, Robert K. Brown, John C. Osterman, _____________________________________________
John R. Madden and Stephen L. Levy. _____________________________________________
_____________________________________________
Except with respect to any nominee for whom authority to vote is _____________________________________________
withheld, a vote FOR ALL NOMINEES includes discretionary (If you have written in the above space,
authority (i) to cumulate votes selectively among the nominees, please mark the corresponding box on the
and (ii) to vote for a substituted nominee if any of the nominees reverse side of this card.)
listed becomes unable or unwilling to serve.
2. In their discretion, upon such other matters as may properly
come before the meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX ON THE REVERSE SIDE.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES. SEE REVERSE
SIDE
- -----------------------------------------------------------------------------------------------------------------------------------
[X] Please mark your | 6040
votes as in this |______
example.
This proxy when properly executed will be voted as directed below. If no direction is made, this proxy will be voted
FOR ALL NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.
FOR ALL NOMINEES WITHHELD AS TO
(EXCEPT AS MARKED BELOW) ALL NOMINEES
1. Election of Directors / / / / 2. In their discretion, the Proxies are authorized to
(See Reverse) vote upon such other business as may properly
come before the meeting.
To withhold authority to vote for any individual nominee,
write that nominee's name on the line below. Change of Address/
Comments on / /
__________________________________________ Reverse Side
The signer hereby revokes all proxies
heretofore given by the signer to vote
at said meeting or any adjournments or
postponements thereof.
NOTE: Please sign exactly as name appears
hereon and be sure to date the proxy. If
shares are held in the name of more than one
person, all holders must sign. Executors,
administrators, trustees, guardians and
corporate officers must give full title as
such.
PLEASE SIGN, DATE AND MAIL THIS PROXY IN
THE ENCLOSED RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE.
___________________________________________
SIGNATURE
1996
____________________________________________
SIGNATURE IF HELD JOINTLY DATE
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