<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ACMAT CORPORATION
(Name of Registrant as Specified in Its Charter)
ACMAT CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/X/ 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 registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
$125
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
PRE 14A
- --------------------------------------------------------------------------------
(3) Filing party:
Registrant
- --------------------------------------------------------------------------------
(4) Date filed:
5-16-1995
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[LOGO]
233 MAIN STREET
NEW BRITAIN, CT 06050-2350
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ACMAT CORPORATION
TO BE HELD
JUNE 29, 1995
To the ACMAT Stockholders:
The Annual Meeting of Stockholders of ACMAT CORPORATION will be held at
ACMAT's headquarters, 233 Main Street, New Britain, CT, on June 29, 1995, at
11:00 A.M., for the following purposes:
1. To elect six directors for the ensuing year;
2. To approve the appointment of KPMG Peat Marwick LLP as auditors of the
books and accounts of the Company for the current fiscal year;
3. To approve and ratify the grant of stock options; and
4. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on May 8, 1995 will be
entitled to notice of and to vote at this meeting.
We hope that as many stockholders as possible will attend the Annual
Meeting in person. Management will be present to answer any questions you may
have with respect to the operations of the Company. We would appreciate it if
you would complete, date, sign and return the enclosed proxy. A self-addressed
envelope is enclosed for your convenience in returning the proxy to us.
HENRY W. NOZKO, SR.
June 1, 1995 Chairman of the Board and President
<PAGE> 3
ACMAT CORPORATION
233 MAIN STREET, NEW BRITAIN, CT 06050-2350
(203) 229-9000
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of ACMAT
CORPORATION (sometimes referred to as "ACMAT", the "Company" or the
"Corporation") for use at the Annual Meeting of Stockholders of the Company to
be held on June 29, 1995, at 11:00 A.M., at ACMAT's headquarters, 233 Main
Street, New Britain, CT, for the purposes set forth in the accompanying Notice
of Annual Meeting. Any stockholder giving a proxy has the power to revoke it at
any time prior to its exercise by giving written notice of its revocation to the
Secretary of the Company, delivering a proxy bearing a later date or attending
the Annual Meeting and voting in person.
Outstanding Shares and Voting Rights
On May 8, 1995, there were outstanding 651,814 shares of Common Stock and
3,107,267 shares of Class A Stock of the Company. Each share of Common Stock is
entitled to one vote and each share of Class A Stock is entitled to 1/10 vote.
Only stockholders of record at the close of business on May 8, 1995 will be
entitled to vote at the Annual Meeting. These proxy materials will be mailed to
stockholders on or about June 1, 1995.
Security Ownership of Certain Beneficial Owners and Management
As of May 8, 1995, no person was known to the Company to be the beneficial
owner of more than five percent of its outstanding shares of Common Stock or
Class A Stock except as set forth in the following table which also shows, as of
that date, the total number of shares of each class of stock of the Company
beneficially owned, and the percent of the outstanding class of stock so owned,
by each director, each nominee for director, and by all directors and officers
of the Company, as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE PERCENTAGE
CLASS BENEFICIALLY OF CLASS OF TOTAL
BENEFICIAL OWNER OF STOCK OWNED(1) OUTSTANDING(%) VOTING POWER(11)
- ----------------------------- -------- ------------------ -------------- ----------------
<S> <C> <C> <C> <C>
Henry W. Nozko, Sr. ......... Common 418,000(2) 64.13 43.66
Class A 40,000(2)(4) 1.27
Henry W. Nozko, Jr. ......... Common 138,024(2)(3)(4) 21.18 16.00
Class A 165,824(2)(4) 5.27
Ralph A. Hart................ Common 6,000 .92 .81
Class A 18,000 .58
Victoria C. Nozko............ Class A 29,000 .93 .30
John C. Creasy............... Common 3,300 .51 .45
Class A 10,000(5) .32
Michael J. Sullivan.......... Common -- -- --
Class A -- --
Sheet Metal Workers' National
Pension Fund............... Class A 1,500,000(6) 32.56 13.48
AIG.......................... Class A 1,100,000(7) 26.15 10.26
Franklin Resources, Inc. .... Class A 365,000(8) 11.75 3.79
Nicholas Company, Inc. ...... Class A 170,000(9) 5.47 1.77
The Environmental Venture
Fund....................... Class A 189,750(10) 6.11 1.97
The Apex Investment Fund..... Class A 126,500(10) 4.07 1.31
The Productivity Fund........ Class A 63,250(10) 2.04 .66
All Directors and Officers (8
persons) as a Group........ Common 565,324 86.73 61.09
Class A 309,474 9.54
</TABLE>
- ---------------
(1) The person listed has the sole power to vote the shares of Common Stock and
Class A Stock listed above as beneficially owned by such person and has
sole investment power with respect to such shares.
<PAGE> 4
(2) Does not include 14,260 shares of Common Stock nor 16,060 shares of Class A
Stock held of record by ACMAT's qualified Thrift, Profit Sharing &
Retirement Plan, of which Messrs. Nozko, Sr. and Nozko, Jr. are trustees.
Address is 233 Main Street, New Britain, Connecticut 06050-2350.
(3) Does not include 21,200 shares of Class A Stock and 3,000 shares of Common
Stock held by Mr. Nozko, Jr. as custodian for his minor children nor 3,550
shares of Class A Stock and 1,500 shares of Common Stock held by his wife,
Gloria C. Nozko.
(4) Includes options to purchase 40,000 shares of Class A Stock.
(5) Includes options to purchase 10,000 shares of Class A Stock. Excludes
options to purchase 10,000 shares of United Coasts Stock.
(6) Assumes the full conversion of $16,500,000 principal amount of 11.5%
Convertible Note into 1,500,000 shares of Class A Stock. The Address of the
Fund is Suite 500, 601 North Fairfax Street, Alexandria, VA 22314.
(7) Assumes the full conversion of 10.5% Convertible Senior Notes held by AIG
Life Insurance Company ($3,666,667) and American International Life
Assurance Company of New York ($7,333,333) into 1,100,000 shares of Class A
Stock. The address of each such noteholder is One Chase Manhattan Place,
New York, New York 10005.
(8) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd. San Mateo,
CA 94404
(9) Address of Nicholas Company, Inc. is 700 North Water Street Milwaukee, WI
53202
(10) First Analysis Corporation is the managing general partner of The
Environmental Venture Fund and The Productivity Fund and a general partner
of The Apex Investment Fund. The address of each fund is 233 South Wacker
Drive, Suite 9600, Chicago, IL 60606.
(11) Based upon one vote for each share of Company Common Stock and one-tenth
vote for each share of Class A Stock.
1. ELECTION OF DIRECTORS
The first purpose of the meeting is to elect a Board of Directors, six in
number, for a term of one year and until their successors shall be elected and
qualify in their stead. It is the intention of the persons named in the proxy to
vote, unless otherwise instructed, the proxies for the election as directors of
the six nominees listed below. All of the nominees are presently directors of
the Company previously elected by stockholders. In the event that any nominee
should be unwilling or unable to serve as director (which is not now
anticipated) the persons named as proxies reserve full discretion to vote for
such other person as may be nominated by the Board of Directors.
The following table shows for each director (a) his or her age, (b) the
year in which the director first served as a director of the Company, (c)
position with the Company and business experience during the past
2
<PAGE> 5
five years, including principal occupation, (d) his or her committee
assignments, and (e) his or her other directorships. Each director is elected
for a term of one year and until his or her successor shall be elected.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY AND BUSINESS
DIRECTOR EXPERIENCE DURING
NAME AGE SINCE LAST FIVE YEARS, INCLUDING OCCUPATION
- -------------------------- --- -------- ----------------------------------------------
<S> <C> <C> <C>
Henry W. Nozko, Sr.(1).... 75 1951 Chairman of the Board, President and Chief
Executive Officer of the Company. Chairman of
the Board and Director of United Coasts
Corporation, United Coastal Insurance Company,
ACSTAR Holdings, Inc. and ACSTAR Insurance
Company. Co-Chief Executive Officer of United
Coasts Corporation and United Coastal
Insurance Company.
Henry W. Nozko, Jr.(1).... 48 1971 Executive Vice President, Chief Operating
Officer, and Treasurer of the Company. Member
of the Audit Committee. President, Co-Chief
Executive Officer and Treasurer of United
Coasts Corporation and United Coastal
Insurance Company. President and Treasurer of
ACSTAR Holdings, Inc. and ACSTAR Insurance
Company. Member, Boards of Directors of United
Coasts Corporation, United Coastal Insurance
Company, ACSTAR Holdings, Inc., ACSTAR
Insurance Company and Three D Departments,
Inc.
Ralph A. Hart............. 90 1971 Consultant to and former Chairman of the Board
of Heublein, Inc. Member of the Compensation
Committee and Audit Committee.
Victoria C. Nozko(1)...... 76 1982 Housewife during past five years. Member of
the Audit Committee.
John C. Creasy............ 75 1987 Retired Chief Executive Officer of Danbury
Hospital, Member, Boards of Directors of
Danbury Hospital, Danbury Health Systems,
Inc., United Coasts Corporation and United
Coastal Insurance Company. Member of the
Compensation Committee and Audit Committee.
Michael J. Sullivan....... 50 1993 General Secretary-Treasurer of Sheet Metal
Workers' International Association.
</TABLE>
- ---------------
(1) Mr. Henry W. Nozko, Sr. and Mrs. Victoria C. Nozko are husband and wife and
Mr. Henry W. Nozko, Jr. is their son.
Sheet Metal Workers' National Pension Fund
The Pension Fund has the right to convert indebtedness of ACMAT to the
Pension Fund in the principal amount of $16,500,000 into shares of Class A Stock
at the current conversion price of $11.00 per share pursuant to the terms of a
30-year unsecured, $16,500,000 subordinated debenture dated July 1, 1992 and
bearing interest at the annual rate of 11.5%.
Henry W. Nozko, Sr., Henry W. Nozko, Jr. and the Pension Fund are parties
to a voting agreement pursuant to which the parties have agreed to vote their
respective shares of Class A Stock in favor of the Pension Fund's nominees to
the ACMAT Board of Directors. Michael J. Sullivan, a director of ACMAT,
currently serves as the General Secretary-Treasurer of the Sheet Metal Workers'
International Association and is the Fund's nominee.
3
<PAGE> 6
AIG Life Insurance Company
On July 18, 1989, the Company issued $15,000,000 in principal amount of
10.5% Convertible Senior Notes due June 30, 1999 to AIG Life Insurance Company
and its affiliate, American International Life Assurance Company of New York.
These Notes are convertible at any time into shares of Class A Stock at a
current conversion price of $10.00 per share, subject to adjustment in certain
events. At May 8, 1995, the Company had reserved 1,100,000 shares of Class A
Stock for issuance pursuant to such conversion rights, which shares may be
deemed beneficially owned by AIG Life Insurance Company and American
International Life Assurance Company of New York. American International Group,
Inc., the parent company of AIG Life Insurance Company, is a significant
minority shareholder in Transatlantic Reinsurance Company, a reinsurer to which
the Company, through Coastal Insurance and ACSTAR Insurance, ceded $665,000 in
reinsurance premiums in the year ended December 31, 1994.
Other Relationships
During the year ended December 31, 1994, the Company paid to Dr. Arthur
Cosmas $128,355 in fees in connection with consulting services rendered by Dr.
Cosmas with respect to inspection and engineering services relating to ACMAT's
asbestos abatement activities. Dr. Cosmas is the son-in-law of Henry W. Nozko,
Sr. and Victoria C. Nozko and the brother-in-law of Henry W. Nozko, Jr.
COMMITTEES AND MEETINGS
The Board of Directors of the Company held five meetings during 1994. No
director attended less than 80% of the meetings. The Company has two committees
of its Board of Directors -- a Compensation Committee and an Audit Committee.
During 1994 only the Compensation Committee held a meeting. The Audit Committee
considers and reviews all matters arising in connection with external audit
reports, auditors' management reports and related matters. These matters were
discussed by the full Board of Directors throughout the year. The Compensation
Committee reviews the compensation of all officers of the Company. The Company
does not have a nominating committee.
4
<PAGE> 7
REMUNERATION OF OFFICERS AND DIRECTORS
The following table provides certain summary information regarding
compensation of the Company's Chief Executive Officer and the remuneration of
each of the most highly compensated executive officers of the Company for the
periods indicated.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(B) ALL
COMPENSATION(A) ----------------- OTHER
------------------- ACMAT UCC COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS OPTIONS SATION(C)
- --------------------------------------- ---- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Henry W. Nozko, Sr..................... 1994 $390,000 $175,500 -- -- $ 9,506
Chairman, President and 1993 $363,333 $195,000 15,000 -- $13,836
Chief Executive Officer 1992 $350,000 $140,000 -- 15,000 $14,485
Henry W. Nozko, Jr..................... 1994 $280,000 $126,000 -- -- $ 9,408
Executive Vice President and 1993 $260,000 $140,000 15,000 -- $13,743
Chief Operating Officer 1992 $250,000 $100,000 -- 15,000 $14,385
Robert H. Frazer, Esq.................. 1994 $150,000 $ 67,500 -- -- $ 9,371
Vice President, Secretary 1993 $140,000 $ 60,000 15,000 -- $11,299
and General Counsel 1992 $135,000 $ 54,000 -- 15,000 $10,618
Michael P. Cifone...................... 1994 $100,000 $ 45,000 -- -- $ 9,272
Vice President-Finance 1993 $ 96,667 $ 50,000 -- -- $10,209
1992 $ 89,650 $ 30,000 -- 20,000 $ 7,498
</TABLE>
- ---------------
(A) Amounts shown include cash compensation earned and received by the executive
officers. There are no other forms of non-cash compensation or other
perquisites for any executive officer.
The Company has a Management Compensation Plan based upon earnings of the
Company. As a guideline, the plan provides that participants may share in an
incentive fund equal to 12% of pretax earnings, provided such pretax
earnings amount to at least a 10% return on the Company's equity. However,
both the participants and the amount of bonus are discretionary. In
addition, the Company may offer separate incentives and commissions on an
individual basis.
(B) Options were granted for ACMAT Class A Stock and United Coasts Corporation
(UCC) common stock.
(C) The amounts shown in this column represent contributions made by the Company
to the Company's Thrift, Profit Sharing and Retirement Plan ("Plan"). The
Plan provides that all nonunion employees employed on a full time or part
time salaried basis are eligible to participate on the first day of January
or July after twelve consecutive months of employment. The Company
contributes amounts, as determined by the Board of Directors, to be
allocated among the participants according to a formula based upon the
employee's years of service and compensation. A participant becomes vested
at the rate of 20% per year commencing after two years of service.
Directors who are not employees of the Company are paid an annual fee of
$4,000. Certain directors and officers of the Company also serve as directors
and officers of UCC and have been granted options to purchase UCC stock. These
options are set forth in the table of year-end 1994 option values; except for
options to purchase 25,000 shares granted to Mr. John C. Creasy in his capacity
as a director of UCC. Mr. John C. Creasy exercised 15,000 options during 1994
and now holds 10,000 options.
5
<PAGE> 8
The following table provides information on options exercised during 1994
by the named Executive Officers and the value of their unexercised options at
December 31, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END 1994 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/94(1) OPTIONS AT 12/31/94(2)
ACQUIRED VALUE ---------------------- ----------------------
NAME ON EXERCISE REALIZED EXERCISABLE EXERCISABLE
- -------------------------------- --------------- -------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Henry W. Nozko, Sr.
-- ACMAT Options.............. -- -- 40,000 $130,000
-- UCC Options................ -- -- 25,000 75,000
Henry W. Nozko, Jr.
-- ACMAT Options.............. -- -- 40,000 130,000
-- UCC Options................ -- -- 25,000 75,000
Robert H. Frazer
-- ACMAT Options.............. -- -- 30,000 97,500
-- UCC Options................ -- -- 25,000 75,000
Michael P. Cifone
-- ACMAT Options.............. -- -- 15,000 48,750
-- UCC Options................ -- -- -- 0
</TABLE>
- ---------------
(1) Represents the number of options held at year end. All options were
exercisable at December 31, 1994.
(2) Represents the total gain which would have been realized if all options for
which the year-end stock price was greater than the exercise price were
exercised on the last day of the year.
REPORT OF THE BOARD OF DIRECTORS COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of two
non-employee directors. The Committee makes recommendations to the Board of
Directors as to policies which govern both annual compensation and stock
ownership programs for the Chief Executive Officer and certain other executive
officers. Each year, salaries are determined and awards are made, if warranted,
under the Management Compensation Plan.
The Committee annually evaluates the Company's corporate performance, and
its executive compensation and incentive programs compared with our own industry
and with a broader group of companies.
The Company's compensation programs are designed to reward executives for
long-term strategic management and the enhancement of shareowner value, and are
leveraged on the basis of performance in terms of both cash compensation and
incentive plans, paying more with good performance and less when it is below
standard. The Chief Executive Officer and other executive officers received no
salary increases during 1994. There were awards made under the Management
Compensation Plan based on the Company's performance in 1994.
During 1995, the Compensation Committee will continue to carefully consider
executive compensation in relation to the Company's performance compared to that
of industry performance levels.
The Company has no formal employment agreements.
COMPENSATION COMMITTEE:
Ralph Hart
John Creasy
6
<PAGE> 9
ACMAT STOCK PERFORMANCE GRAPH
The following chart compares the value of $100 invested on January 1, 1990
in the Company's Common Stock and Class A Stock and the NASDAQ Stock Market
Index (U.S. Companies only) and the Center for Research in Security Prices
(CRSP) Index for Special Trade Contractors. The NASDAQ Stock Market Index
represents a broad market group in which the Company participates.
<TABLE>
<CAPTION>
CRSP I ndex
for Special
Measurement Period ACMAT Common ACMAT Class A NASDAQ Stock Trade Con-
(Fiscal Year Covered) Stock Stock Market Index tractors
<S> <C> <C> <C> <C>
1989 100.0 100.0 100.0 100.0
1990 96.0 61.0 84.9 56.8
1991 83.8 70.7 136.3 76.9
1992 82.8 100.0 158.6 91.1
1993 89.9 87.8 182.0 82.0
1994 122.2 90.2 178.0 67.1
</TABLE>
2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of KPMG Peat Marwick LLP to
act as independent auditors for the Company for the fiscal year which began
January 1, 1995. This firm has acted in a similar capacity for several years.
The appointment will be submitted for approval by the stockholders at the
meeting and the Board of Directors recommends a vote FOR approval.
The Company has been advised by KPMG Peat Marwick LLP that no member of
that firm has any direct financial interest or any material indirect financial
interest in the Company and that it has never had any connection with the
Company in the capacity of promoter, underwriter, voting trustee, director or
employee.
Representatives of KPMG Peat Marwick LLP will be present at the meeting and
will be afforded the opportunity to make a statement if they desire to do so.
Such representatives will be available to respond to questions from the
Company's stockholders regarding the Company's financial statements.
3. APPROVAL OF STOCK OPTIONS
In 1994, the Board of Directors approved stock options to officers as set
forth below. The granting of these stock options is intended to advance the best
interests of the Company by providing such personnel, who have substantial
responsibility for its management and growth, with additional incentive by
increasing their proprietary interest in the success of the Company.
7
<PAGE> 10
The following tabulation shows the name of the Optionee and the number of
shares of ACMAT Class A and Common Stock covered by the Options for which
stockholder approval is now being solicited. All of the options were granted at
an exercise price of $8.50 per share for ACMAT Class A Stock Options and $10.75
for the Common Stock Options and must be exercised by September 23, 2004. The
market value of these shares under the Options as of May 8, 1995 was $4,320,000.
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED BY OPTIONS
--------------------
<S> <C> <C>
Henry W. Nozko, Sr............................ Class A 15,000
Common 50,000
Henry W. Nozko, Jr............................ Class A 15,000
Common 50,000
Ralph A. Hart................................. Class A 15,000
Victoria C. Nozko............................. Class A 15,000
John C. Creasy................................ Class A 15,000
Michael J. Sullivan........................... Class A 15,000
Robert H. Frazer.............................. Class A 50,000
Michael P. Cifone............................. Class A 50,000
Joseph D. Scollo, Jr.......................... Class A 50,000
</TABLE>
Neither the Company nor the Optionee realized taxable income for federal
income tax purposes upon the grant of the Options because there was no readily
ascertainable value for the Options on the grant date. However, upon the
exercise of these options, the spread between the exercise price and the fair
market value of the stock at the time of exercise will be taxable income to the
Optionee for federal income tax purposes and, provided the Company complies with
certain applicable withholding tax requirements, the Company will be entitled to
a federal income tax deduction in the same amount.
SHAREHOLDER PROPOSALS
Proposals of stockholders for the 1996 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
1996 to be considered for inclusion in the proxy statement and form of proxy
relating to the 1996 Annual Meeting.
GENERAL
The cost of soliciting proxies will be borne by the Company. The only costs
anticipated are those ordinarily incurred in connection with the preparation and
mailing of proxy material.
In addition to solicitation by mail, proxies may be solicited personally or
by telephone by certain directors, officers and regular employees of the Company
in the ordinary course of the performance of their duties and without extra
compensation for such work.
8
<PAGE> 11
The Board of Directors knows of no other matters which will be presented to
the meeting, but if any other matters should properly come before the meeting,
the persons named in the accompanying form of proxy will vote on such matters in
accordance with their best judgment. The shares represented by all effective
proxies received by management will be voted. Unless otherwise specified in the
proxy forms which are returned to management, such proxies will be voted as
follows: (1) "FOR" the election, as directors, of the six nominees of the Board
of Directors which are set forth under the heading "Election of Directors"; (2)
"FOR" the approval of the selection of KPMG Peat Marwick LLP as auditors; and
(3) "For" the approval of the grant of stock options.
By order of the Board of Directors
ROBERT H. FRAZER
Secretary
June 1, 1995
9
<PAGE> 12
COMMON STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 29, 1995
The undersigned hereby appoints Henry W. Nozko, Sr. and Henry W. Nozko, Jr.,
as proxies each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side of this proxy,
all the shares of Common Stock of ACMAT Corporation held of record by the
undersigned on May 8, 1995 at the Annual Meeting of Shareholders to be held on
June 29, 1995, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SIDE
/X/ Please mark your votes as in this example.
1. Election of Directors.
WITHHOLD Authority
FOR to vote for
all nominees all nominees
/ / / /
Nominees: H. Nozko, Sr.
H. Nozko, Jr.
V. Nozko
R. Hart
J. Creasy
M. Sullivan
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), Do
not check either box and instead write that nominee's name(s) in the space
provided below.
_______________________________________________________________________________
2. Proposal to approve the appointment of KPMG Peat Marwick LLP as auditors of
the Corporation.
FOR AGAINST ABSTAIN
/ / / / / /
3. Proposal to approve and ratify the grant of stock options.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon other business
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY USING THE ENCLOSED ENVELOPE
SIGNATURE(S):_____________________________________ DATE: _____________________
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney, Executor,
Administrator, Trustee or Guardian, please give full title as such. If a
Corporation, please sign in full corporate name by President or other authorized
Officer. If a partnership, please sign in partnership name by authorized
person.
<PAGE> 13
CLASS A STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 29, 1995
The undersigned hereby appoints Henry W. Nozko, Sr. and Henry W. Nozko, Jr.,
as proxies each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side of this proxy,
all the shares of Class A Stock of ACMAT Corporation held of record by the
undersigned on May 8, 1995 at the Annual Meeting of Shareholders to be held on
June 29, 1995, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SIDE
/X/ Please mark your votes as in this example.
1. Election of Directors.
WITHHOLD Authority
FOR to vote for
all nominees all nominees
/ / / /
Nominees: H. Nozko, Sr.
H. Nozko, Jr.
V. Nozko
R. Hart
J. Creasy
M. Sullivan
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), Do
not check either box and instead write that nominee's name(s) in the space
provided below.
_______________________________________________________________________________
2. Proposal to approve the appointment of KPMG Peat Marwick LLP as auditors of
the Corporation.
FOR AGAINST ABSTAIN
/ / / / / /
3. Proposal to approve and ratify the grant of stock options.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon other business
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY USING THE ENCLOSED ENVELOPE
SIGNATURE(S):_____________________________________ DATE: _____________________
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney, Executor,
Administrator, Trustee or Guardian, please give full title as such. If a
Corporation, please sign in full corporate name by President or other authorized
Officer. If a partnership, please sign in partnership name by authorized
person.
