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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:
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/X/ Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
ACME-CLEVELAND 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):
/ / $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:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(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):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
/X/ 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:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
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ACME-CLEVELAND CORPORATION LOGO
CONFIDENTIAL VOTING INSTRUCTION CARD
To Key Trust Company of Ohio, N. A., Trustee of the Acme
Cleveland Corporation and Subsidiaries Retirement Savings Plan and
the Retirement Savings Plan for certain hourly employees of
Acme-Cleveland Corporation and subsidiaries (the "Plans"):
The undersigned, a participant in one of the Plans, hereby directs
the Trustee to vote in person or by proxy (a) all common shares of
Acme Cleveland Corporation credited to the undersigned's account
under the Plans on the record date ("allocated shares"); and (b)
the proportionate number of common shares of Acme Cleveland
Corporation allocated to the accounts of other participants in the
Plans, but for which the Trustee does not receive valid voting
instructions ("uninstructed shares") and as to which the
undersigned is entitled to direct the voting in accordance with
Plan provisions. Under the Plans, shares allocated to the accounts
of participants for which the Trustee does not receive timely
directions in the form of a signed voting instruction card are
voted by the Trustee as directed by the participants who timely
tender a signed voting instruction card. By completing this
Confidential Voting Instruction Card and returning it to the
Trustee, you are authorizing the Trustee to vote allocated shares
and a proportionate amount of the uninstructed shares held in the
Plans. The number of uninstructed shares for which you may instruct
the Trustee to vote will depend on how many other participants
exercise their right to direct the voting of their allocated
shares.
SEE REVERSE
SIDE
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X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
VOTING INSTRUCTION CARD
FOR AGAINST ABSTAIN
I, the undersigned Participant in the Acme- Approval of proposed / / / / / /
Cleveland Corporation and Subsidiaries Retire- control share acquisition
ment Savings Plan or the Retirement Savings by WEC Acquisition Cor-
Plan for certain hourly employees of Acme- poration ("WEC") of
Cleveland Corporation and subsidiaries, as Acme-Cleveland, as more
amended (the "Plans"), hereby direct Key fully described in the
Trust Company of Ohio, N.A., as trustee for proxy materials of Acme-
the Plans, to vote the shares of Acme-Cleve- Cleveland
land Corporation ("Acme-Cleveland") allo-
cated to my account under the Plans at the
Special Meeting of Shareholders of Acme-
Cleveland to be held on July 2, 1996, and at
any adjournment thereof, as follows:
I, the undersigned Participant in one of the Plans
hereby direct Key Trust Company Of Ohio, N.A., as
trustee for the Plans, to vote the portion of Unin-
structed Shares of Acme-Cleveland under the Plans
for which I am authorized to provide instructions at
the Special Meeting of Shareholders of Acme-Cleve-
land to be held on July 2, 1996, and at any adjourn-
ments thereof, as follows:
FOR AGAINST ABSTAIN
Approval of proposed con- / / / / / /
trol share acquisition by
WEC of Acme-Cleveland,
as more fully described in
the proxy materials of
Acme-Cleveland.
PARTICIPANT'S
SIGNATURE ________________________________________________________________________ DATE _________
NOTE: Please sign exactly as name appears herein, date, and mail this Voting Instruction Card in the
enclosed postage-prepaid envelope for receipt prior to 5:00 P.M., Cleveland time, on July 1, 1996.
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