<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ACMAT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ACMAT CORPORATION
- --------------------------------------------------------------------------------
(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), or 14a-6(i)(1), or 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 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[LOGO]
233 MAIN STREET
NEW BRITAIN, CT 06050-2350
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ACMAT CORPORATION
TO BE HELD
JULY 11, 1996
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 July 11, 1996, at
11:00 A.M., for the following purposes:
1. To elect five 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; and
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on May 24, 1996 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 5, 1996 Chairman of the Board and President
<PAGE> 3
ACMAT CORPORATION
233 MAIN STREET, NEW BRITAIN, CT 06050-2350
(860) 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 July 11, 1996, 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 April 30, 1996, there were outstanding 634,340 shares of Common Stock
and 2,232,585 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 24, 1996 will
be entitled to vote at the Annual Meeting. These proxy materials will be mailed
to stockholders on or about June 5, 1996.
Security Ownership of Certain Beneficial Owners and Management
As of April 30, 1996, 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>
PERCENTAGE PERCENTAGE
CLASS NUMBER OF SHARES OF CLASS OF TOTAL
BENEFICIAL OWNER OF STOCK BENEFICIALLY OWNED(1) OUTSTANDING(%) VOTING POWER(13)
- --------------------------- -------- --------------------- -------------- ----------------
<S> <C> <C> <C> <C>
Henry W. Nozko, Sr......... Common 456,000(2)(5) 68.09 51.64
Class A 55,000(2)(4) 2.40
Henry W. Nozko, Jr. ....... Common 189,274(2)(3)(5) 27.66 22.70
Class A 179,824(2)(3)(4) 7.86
Victoria C. Nozko.......... Class A 29,000 1.30 .34
John C. Creasy............. Common 3,300 .52 .67
Class A 25,000(6) 1.11
Michael J. Sullivan........ Class A 15,000(7) .67 .17
Sheet Metal Workers'
National Pension Fund.... Class A 1,500,000(8) 40.19 14.89
AIG........................ Class A 1,099,996(9) 35.11 11.61
Franklin Resources, Inc.... Class A 495,000(10) 22.17 5.77
First Manhattan Co......... Class A 304,950(11) 13.66 3.56
Investment Counselor of
Maryland, Inc............ Class A 190,000(12) 8.51 2.22
All Directors and Officers
(7 persons) as a Group... Common 658,574 89.68 71.28
Class A 450,474 17.82
</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 5,500 shares of Common
Stock held by Mr. Nozko, Jr. as custodian for his minor children nor 2,800
shares of Class A Stock and 2,750 shares of Common Stock held by his wife,
Gloria C. Nozko.
(4) Includes options to purchase 55,000 shares of Class A Stock.
(5) Includes options to purchase 50,000 shares of Common Stock.
(6) Includes options to purchase 25,000 shares of Class A Stock.
(7) Includes options to purchase 15,000 shares of Class A Stock.
(8) 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.
(9) Includes an assumption that the full conversion of 10.5% Convertible Senior
Notes held by AIG Life Insurance Company ($3,000,000) and American
International Life Assurance Company of New York ($6,000,000) into 900,000
shares of Class A Stock. The address of each such noteholder is One Chase
Manhattan Place, New York, New York 10005.
(10) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd. San Mateo,
CA 94404.
(11) Address of First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.
(12) Address of Investment Counselor's of Maryland, Inc. is 803 Cathedral
Street, Baltimore, Maryland 21201.
(13) 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, five 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 five 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.
2
<PAGE> 5
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 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).... 76 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).... 49 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.
Victoria C. Nozko(1)...... 77 1982 Housewife during past five years. Member of
the Audit Committee.
John C. Creasy............ 76 1987 Retired Chief Executive Officer of Danbury
Hospital, Member, Boards of Directors of
United Coasts Corporation and United Coastal
Insurance Company. Member of the Compensation
Committee and Audit Committee.
Michael J. Sullivan....... 51 1993 Business Manager, Financial
Secretary/Treasurer of Sheet Metal Workers'
Local Union No. 20; 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 Business Manager and Financial Secretary/Treasurer of
the Sheet Metal Workers' Local Union No. 20 and as First General Vice President
of the Sheetmetal Workers' International Association.
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 April 30, 1996, the Company had reserved 900,000 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., a holding company for AIG Life Insurance Company and American
International Life Assurance Company of New York, is a substantial owner of
Transatlantic Reinsurance Company, a reinsurer to which the Company, through
United Coastal Insurance Company and ACSTAR Insurance Company, ceded $470,000 in
reinsurance premiums in the year ended December 31, 1995.
Other Relationships
During the year ended December 31, 1995, the Company paid to Dr. Arthur
Cosmas $135,800 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 three meetings during 1995.
Michael Sullivan attended less than 75% of the meetings. The Company has two
committees of its Board of Directors -- a Compensation Committee and an Audit
Committee. During 1995 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.
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
------------------- CLASS A COMMON COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS OPTIONS SATION(C)
- --------------------------------------- ---- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Henry W. Nozko, Sr..................... 1995 $407,875 $184,275 -- -- $ 9,876
Chairman, President and 1994 $390,000 $175,500 15,000 50,000 $ 9,506
Chief Executive Officer 1993 $363,333 $195,000 15,000 -- $13,836
Henry W. Nozko, Jr..................... 1995 $292,833 $132,300 -- -- $ 9,774
Executive Vice President and 1994 $280,000 $126,000 15,000 50,000 $ 9,408
Chief Operating Officer 1993 $260,000 $140,000 15,000 -- $13,743
Robert H. Frazer, Esq.................. 1995 $156,875 $ 70,875 -- -- $ 9,736
Vice President, Secretary 1994 $150,000 $ 67,500 50,000 -- $ 9,371
and General Counsel 1993 $140,000 $ 60,000 15,000 -- $11,299
Michael P. Cifone...................... 1995 $104,583 $ 47,250 -- -- $ 9,608
Vice President-Finance 1994 $100,000 $ 45,000 50,000 -- $ 9,272
1993 $ 96,667 $ 50,000 -- -- $10,209
</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.
4
<PAGE> 7
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 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 United Coasts Corporation ("United Coasts") and have been
granted options to purchase United Coasts stock. These options are set forth in
the table of year-end 1995 option values, except for 10,000 options exercised by
Mr. John C. Creasy during 1995.
The following table provides information on options exercised during 1995
by the named Executive Officers and the value of their unexercised options at
December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END 1995 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT 12/31/95(1) OPTIONS AT 12/31/95(2)
---------------------- ----------------------
NAME EXERCISABLE EXERCISABLE
--------------------------------------------- ---------------------- ----------------------
<S> <C> <C>
Henry W. Nozko, Sr.
-- ACMAT Class A Stock Options............. 55,000 $347,500
-- ACMAT Common Stock Options.............. 50,000 262,500
-- United Coasts Stock Options............. 25,000 143,750
Henry W. Nozko, Jr.
-- ACMAT Class A Stock Options............. 55,000 347,500
-- ACMAT Common Stock Options.............. 50,000 262,500
-- United Coasts Stock Options............. 25,000 143,750
Robert H. Frazer
-- ACMAT Class A Stock Options............. 80,000 435,000
-- United Coasts Stock Options............. 25,000 143,750
Michael P. Cifone
-- ACMAT Class A Options................... 65,000 330,000
</TABLE>
- ---------------
(1) Represents the number of options held at year end. All options were
exercisable at December 31, 1995 and no options were exercised in 1995.
(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 a
non-employee director. 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
5
<PAGE> 8
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 5%
salary increases during 1995. There were awards made under the Management
Compensation Plan based on the Company's performance in 1995.
During 1996, 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:
John Creasy
ACMAT STOCK PERFORMANCE GRAPH
The following chart compares the value of $100 invested on January 1, 1991
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>
1990 100.0 100.0 100.0 100.0
1991 87.4 116.0 160.5 135.5
1992 86.3 164.0 186.8 160.4
1993 93.7 144.0 214.5 144.4
1994 127.4 148.0 209.7 117.7
1995 134.7 208.0 296.5 129.4
</TABLE>
6
<PAGE> 9
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, 1996. 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.
SHAREHOLDER PROPOSALS
Proposals of stockholders for the 1997 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
1997 to be considered for inclusion in the proxy statement and form of proxy
relating to the 1997 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.
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 five nominees of the Board
of Directors which are set forth under the heading "Election of Directors"; and
(2) "FOR" the approval of the selection of KPMG Peat Marwick LLP as auditors.
By order of the Board of Directors
ROBERT H. FRAZER
Secretary
June 5, 1996
7
<PAGE> 10
- --------------------------------------------------------------------------------
COMMON STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JULY 11, 1996
The undersigned hereby apoints 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 24, 1996, at the Annual Meeting of Shareholders to be
held on July 11, 1996, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please mark your |
A /X/ votes as in this |
example. |_____
WITHHOLD Authority
FOR to vote for
all nominees all nominees Nominees: H. Nozko, Sr.
H. Nozko, Jr.
1. Election of V. Nozko
Directors / / / / 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.
- ---------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to approve the appointment of
KPMG Peat Marwick LLP as auditors of / / / / / /
the Corporation.
3. 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 AND 2.
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY
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> 11
- --------------------------------------------------------------------------------
CLASS A STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JULY 11, 1996
The undersigned hereby apoints 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 24, 1996, at the Annual Meeting of Shareholders to be
held on July 11, 1996, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please mark your |
A /X/ votes as in this |
example. |_____
WITHHOLD Authority
FOR to vote for
all nominees all nominees Nominees: H. Nozko, Sr.
H. Nozko, Jr.
1. Election of V. Nozko
Directors / / / / 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.
- ---------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to approve the appointment of
KPMG Peat Marwick LLP as auditors of / / / / / /
the Corporation.
3. 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 AND 2.
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.
- --------------------------------------------------------------------------------
