<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
ACMAT CORPORATION
- --------------------------------------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
JUNE 26, 1997
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 26, 1997, 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;
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 23, 1997 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.
LOGO
HENRY W. NOZKO, SR.
May 27, 1997 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 June 26, 1997, 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, 1997, there were outstanding 598,357 shares of Common Stock
and 2,817,491 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 23, 1997 will
be entitled to vote at the Annual Meeting. These proxy materials will be mailed
to stockholders on or about May 27, 1997.
Security Ownership of Certain Beneficial Owners and Management
As of April 30, 1997, 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(16)
- --------------------------- -------- --------------------- -------------- ----------------
<S> <C> <C> <C> <C>
Henry W. Nozko, Sr. ....... Common 444,000(2)(5) 68.48% 43.56%
Class A 91,200(2)(4) 3.17
Henry W. Nozko, Jr. ....... Common 206,174(2)(3)(5) 29.19 20.14
Class A 179,824(2)(3)(6) 7.11
Victoria C. Nozko.......... Class A 44,000(7) 1.55 .45
John C. Creasy............. Common 3,300 .55 .60
Class A 25,953(8) .91
Michael J. Sullivan........ Class A 18,000(9) .63 .18
Sheet Metal Workers'
National Pension Fund.... Class A 1,500,000(10) 34.74 13.23
Franklin Resources, Inc.... Class A 445,000(11) 15.79 4.52
First Manhattan Co......... Class A 349,050(12) 12.39 3.55
Investment Counselor of
Maryland, Inc............ Class A 190,000(13) 6.74 1.93
EQSF Advisors, Inc......... Class A 189,978(14) 6.74 1.93
U.S. Bancorp............... Class A 179,800(15) 6.38 1.83
All Directors and Officers
(7 persons) as a Group... Common 636,574 91.15 61.60
Class A 512,042 16.30
</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 and
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 1,500
shares of Class A Stock and 2,750 shares of Common Stock held by his wife,
Gloria C. Nozko.
(4) Includes options to purchase 61,000 shares of Class A Stock.
(5) Includes options to purchase 50,000 shares of Common Stock.
(6) Includes options to purchase 81,000 shares of Class A Stock.
(7) Includes options to purchase 15,000 shares of Class A Stock.
(8) Includes options to purchase 24,000 shares of Class A Stock.
(9) Includes options to purchase 18,000 shares of Class A Stock.
(10) 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.
(11) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd., San
Mateo, CA 94404
(12) Address of First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.
(13) Address of Investment Counselor's of Maryland, Inc. is 803 Cathedral
Street, Baltimore, MD 21201.
(14) Address of EQSF Advisors, Inc. is 767 Third Avenue, New York, NY
10017-2023.
(15) Address of U.S. Bancorp is 111 S.W. Fifth Avenue, Portland, OR 97204.
(16) Based upon one vote for each share of 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)...... 77 1951 Chairman of the Board, President and Chief
Executive Officer of the Company. Chairman of
the Board and Director of United Coastal
Insurance Company,
ACSTAR Holdings, Inc. and ACSTAR Insurance
Company. Co-Chief Executive Officer of United
Coastal Insurance Company.
Henry W. Nozko, Jr.(1)...... 50 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
Coastal Insurance Company. President and
Treasurer of ACSTAR Holdings, Inc. and ACSTAR
Insurance Company. Member, Boards of Directors
of United Coastal Insurance Company, ACSTAR
Holdings, Inc., ACSTAR Insurance Company and
Three D Departments, Inc.
Victoria C. Nozko(1)........ 78 1982 Housewife during past five years. Member of the
Audit Committee.
John C. Creasy.............. 77 1987 Retired Chief Executive Officer of Danbury
Hospital, Member, Board of United Coastal
Insurance Company. Member of the Compensation
Committee and Audit Committee.
Michael J. Sullivan......... 52 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.
Committees and Meetings
The Board of Directors of the Company held three meetings during 1996. The
Company has two committees of its Board of Directors -- a Compensation Committee
and an Audit Committee. During 1996 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.
3
<PAGE> 6
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..................... 1996 $428,292 $172,000 46,000 -- $10,345
Chairman, President 1995 $407,875 $184,275 -- -- $ 9,876
and Chief Executive Officer 1994 $390,000 $175,500 15,000 50,000 $ 9,506
Henry W. Nozko, Jr..................... 1996 $334,500 $124,000 26,000 -- $10,238
Executive Vice President and 1995 $292,833 $132,300 -- -- $ 9,774
Chief Operating Officer 1994 $280,000 $126,000 15,000 50,000 $ 9,408
Robert H. Frazer, Esq.................. 1996 $164,375 $ 49,500 -- -- $10,198
Vice President, Secretary and 1995 $156,875 $ 70,875 -- -- $ 9,736
General Counsel 1994 $150,000 $ 67,500 50,000 -- $ 9,371
Michael P. Cifone...................... 1996 $109,583 $ 33,000 -- -- $10,090
Vice President-Finance 1995 $104,583 $ 47,250 -- -- $ 9,608
1994 $100,000 $ 45,000 50,000 -- $ 9,272
</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 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.
EMPLOYMENT ARRANGEMENT:
The Board of Directors has authorized an arrangement under which Mr. Henry
W. Nozko, Sr., Chairman, President and Chief Executive Officer, will receive a
five-year consulting agreement if and when he retires or otherwise ceases
employment. The annual consulting fee will be based on Mr. Nozko's last year of
employment. In the event of Mr. Nozko's death, the remainder of the consulting
fee would be paid as a death benefit funded with the proceeds of life insurance
policies owned by the Company
4
<PAGE> 7
The following table provides information on options exercised during 1996
by the named Executive Officers and the value of their unexercised options at
December 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END 1996 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT 12/31/96(1) OPTIONS AT 12/31/96(2)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------------------------------------- ------------------------- -------------------------
<S> <C> <C>
Henry W. Nozko, Sr.
-- ACMAT Class A Stock Options......... 15,000/46,000 $ 93,750/149,500
-- ACMAT Common Stock Options.......... 50,000/ -- 462,500/ --
-- UCC Stock Options................... --/ -- --/ --
Henry W. Nozko, Jr.
-- ACMAT Class A Stock Options......... 55,000/26,000 443,750/ 84,500
-- ACMAT Common Stock Options.......... 50,000/ -- 462,500/ --
-- UCC Stock Options................... --/ -- --/ --
Robert H. Frazer
-- ACMAT Class A Stock Options......... 80,000/ -- 575,000/ --
-- UCC Stock Options................... --/ -- --/ --
Michael P. Cifone
-- ACMAT Class A Options............... 45,000/ -- 281,250/ --
</TABLE>
- ---------------
(1) Represents the number of options held at year end.
(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
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 1996. There were awards made under the Management
Compensation Plan based on the Company's performance in 1996.
During 1997, 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
5
<PAGE> 8
ACMAT STOCK PERFORMANCE GRAPH
The following chart compares the value of $100 invested on January 1, 1992
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>
NASDAQ Stock
ACMAT ACMAT Market Index CRSP Index for
Measurement Period Corporation Corporation (U.S. Special Trade
(Fiscal Year Covered) Common Stock Class A Stock Companies) Contractors
<S> <C> <C> <C> <C>
1991 100.00 100.00 100.00 100.00
1992 98.80 141.38 116.38 118.42
1993 107.23 124.14 133.60 106.59
1994 145.78 127.59 130.60 86.87
1995 154.22 179.31 184.69 95.59
1996 192.77 203.45 227.15 104.89
</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, 1997. 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 1996, the Board of Directors approved stock options to Directors 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.
The following tabulation shows the name of the Optionee and the number of
shares of ACMAT Class A covered by the Options for which stockholder approval is
now being solicited. All of the options were granted at an exercise price of
$11.50 per share for ACMAT Class A Stock Options and must be exercised by July
22, 2006. The market value of these shares under the Options as of May 1, 1997
was $1,534,500.
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED BY OPTIONS
------------------
<S> <C>
Henry W. Nozko, Sr.................................. 46,000
Henry W. Nozko, Jr.................................. 26,000
Victoria C. Nozko................................... 15,000
John C. Creasy...................................... 9,000
Michael J. Sullivan................................. 3,000
</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 1998 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
1998 to be considered for inclusion in the proxy statement and form of proxy
relating to the 1998 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.
7
<PAGE> 10
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"; (2)
"FOR" the approval of the selection of KPMG Peat Marwick LLP as auditors; and
(3) to approve and ratify the grant of stock options.
By order of the Board of Directors
LOGO
ROBERT H. FRAZER
Secretary
May 27, 1997
8
<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 June 26, 1997
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 23, 1997 at the Annual Meeting of Shareholders to be
held on June 26, 1997, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE> 12
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
A /X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
WITHHOLD Authority
FOR to vote for
all nominees all nominees
1. Election of
Directors / / / /
Nominees: H. Nozko, Sr.
H. Nozko, Jr.
V. Nozko
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. Proposal to approve and ratify the grant / / / / / /
of stock options.
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
COMMON STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for the Annual Meeting of Shareholders June 26, 1997
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 23, 1997 at the Annual Meeting of Shareholders to be
held on June 26, 1997, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE
SIDE
<PAGE> 14
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
A /X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
WITHHOLD Authority
FOR to vote for
all nominees all nominees
1. Election of
Directors / / / /
Nominees: H. Nozko, Sr.
H. Nozko, Jr.
V. Nozko
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. Proposal to approve and ratify the grant / / / / / /
of stock options.
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.
