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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ACME ELECTRIC CORPORATION
DAVID G. ANDERSON
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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 transaction applies:
...................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(*)
...................................................................
4) Proposed maximum aggregate value of transaction:
...................................................................
(*) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
Q-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:
<PAGE>
LETTER TO SHAREHOLDERS
September 18, 1996
Dear Shareholder:
The Annual Meeting of Shareholders of Acme Electric Corporation will be
held at the Buffalo Hilton at 120 Church Street, Buffalo, New York, on
Thursday, October 31, 1996, at 9:00 a.m. Beverages and pastries will be served
at 8:30 a.m. prior to the Meeting.
We hope that you can attend the Meeting. However, whether or not you plan
to attend, please complete, sign, date and return the accompanying proxy card
as soon as possible. It is important that your shares be represented. The
enclosed envelope requires no postage when mailed in the United States. If you
attend the Meeting, you may revoke your proxy if you wish and vote personally.
The formal Notice and the Proxy Statement which accompany this letter
contain details of the business to be conducted at the Meeting, including the
election of directors, approval of the 1996 Directors' Stock Option Plan, and
ratification of the reappointment of Price Waterhouse LLP as the Company's
independent auditors for 1997. We urge you to read carefully the description
of these proposals in the Proxy Statement and to vote for their adoption.
Sincerely,
/s/
Robert J. McKenna
Chairman and CEO
<PAGE>
PROXY STATEMENT
ACME ELECTRIC CORPORATION (LOGO)
400 QUAKER ROAD
EAST AURORA, NEW YORK 14052
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1996
To the Shareholders of
ACME ELECTRIC CORPORATION
The Annual Meeting of Shareholders of Acme Electric Corporation will be
held at 9:00 a.m., Thursday, October 31, 1996, at the Buffalo Hilton, 120
Church Street, Buffalo, New York, for the following purposes:
1. To elect a board of six directors;
2. To approve the 1996 Directors' Stock Option Plan;
3. To ratify the reappointment of Price Waterhouse LLP as
independent auditors of the Company for 1997; and
4 To transact such other business as may properly come
before the Meeting or any adjournment thereof.
Shareholders of record at the close of business on September 13, 1996, will
be entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.
The Board of Directors has authorized the solicitation of proxies. Unless
otherwise directed, the proxies will be voted for the election of the six
persons listed in the attached proxy statement to form the Board of Directors
of the Company, subject to any changes in the nominees as set forth in the
proxy statement; for the approval of the 1996 Directors' Stock Option Plan; for
the ratification of the reappointment of independent auditors; and on any other
business that may properly come before the Annual Meeting as the named proxies
in their best judgment shall decide.
By Order of the Board of Directors
David G. Anderson, Secretary
September 18, 1996
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD, AND PROMPTLY
RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. IF YOU ATTEND THE MEETING
IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES DIRECTLY IF
YOU SO DESIRE.
<PAGE>
ACME ELECTRIC CORPORATION (LOGO)
400 QUAKER ROAD
EAST AURORA, NEW YORK 14052
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of Acme Electric
Corporation for use at the Annual Meeting of its shareholders to be held at the
Buffalo Hilton, 120 Church Street, Buffalo, New York, at 9:00 a.m. on Thursday,
October 31, 1996, and at any adjournment thereof. This proxy statement and
form of proxy are being mailed to shareholders beginning on September 18, 1996.
A shareholder returning the enclosed proxy shall have the power to revoke
it in writing at any time before it is voted by notifying Robert J. McKenna,
Daniel K. Corwin or David G. Anderson at the offices of the Company at 400
Quaker Road, East Aurora, New York 14052, and any shareholder attending the
Meeting may vote in person whether or not he or she has filed a proxy. If not
revoked, the proxy will be voted in accordance with its terms.
Where a shareholder specifies a choice with respect to the propositions set
forth in the proxy, his or her shares will be voted in accordance with the
instructions given. If no specific instructions are given, his or her shares
will be voted FOR the election of the nominees for Director of the Company, FOR
approval of the 1996 Directors' Stock Option Plan, and FOR the ratification of
the reappointment of Price Waterhouse LLP as independent auditors. The named
proxies may vote in their discretion upon such other matters as may properly
come before the Meeting. Shares represented at the Meeting by proxy or in
person will be counted for the purpose of establishing a quorum. If shares are
not represented at the Meeting by proxy or in person, they will not be counted
for the purpose of a quorum nor toward the vote required for approval of the
proposals. Abstentions and broker non-votes will also be counted towards the
quorum, but will not be counted as votes for or against a proposal.
Proxies will be solicited by mail and may also be solicited by officers and
employees of the Company by telephone or telegraph, without additional
compensation. The Company will request persons, such as banks, brokers,
nominees and fiduciaries, holding stock in their names for others, to forward
proxy material to their principals and request authority for the execution of
the proxies. The Company will reimburse such persons and entities for their
expenses in so doing. The total cost of soliciting proxies on behalf of the
Board of Directors will be borne by the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record at the close of business on September 13, 1996, will
be entitled to vote at the Meeting. As of that date, there were outstanding
5,026,072 shares of the common stock. The holders of common stock are entitled
to one vote per share.
Proposal Number One
ELECTION OF DIRECTORS
The business and affairs of the Company are managed under the direction of
the Board of Directors elected by the shareholders. The Board has
responsibility for establishing broad corporate policies and for the overall
performance of the Company rather than day-to-day operating details. Members
of the Board of Directors are kept informed of the Company's business by
various reports and documents sent to them monthly, as well as by reports
presented at meetings of the Board and its committees by officers and employees
of the Company and its subsidiaries.
A Board of six Directors is to be elected to serve until the next annual
meeting of shareholders and until their successors have been elected and
qualified. The number of directors to be elected at the Annual Meeting has
been reduced to reflect the retirement of James W. McLaughlin, who has reached
retirement age. Each nominee was selected on the recommendation of the
Nominating Committee of the Board. All nominees have expressed a willingness
to serve as a Director during the coming year.
All of the nominees named on the following pages were elected to the Board
of Directors at the annual meeting of shareholders held on October 27, 1995.
Unless the proxy is otherwise marked, the proxy shall be voted for election of
these nominees. Directors shall be elected by a plurality of the votes cast at
the Annual Meeting. Broker non-votes will be counted as being represented at
the Meeting, but will not otherwise have an effect on the outcome of the vote
for the election of directors. Withholding an affirmative vote from a
particular nominee will not prevent that person from being elected to the Board
of Directors.
The Management has no reason to believe that any of the nominees will not
be available for election as a Director. However, should any nominees become
unavailable, the proxy may be voted for such other person or persons as shall
be nominated by the Board of Directors following recommendations by the
Nominating Committee.
The following information is presented with respect to the nominees for the
office of Director and for all Executive Officers and Directors as a group, as
of August 16, 1996.
NOMINEES FOR ELECTION AS DIRECTORS
Principal Occupation and Business
Experience During the Past Five Common Stock
Nominee Years and Other Directorships Beneficially Owned
Robert D. Batting Vice President & General Sole Beneficial Ownership:
Age 55 Manager, Brown & Sharpe 0 Shares
Director Since Manufacturing Co., a Shared Beneficial Ownership:
May 1995 manufacturer of industrial 0 Shares
measurement devices, since Right to Acquire:
1995. Prior thereto, 250 Shares
President, Clearing/Niagara, Percent of Class:
Inc., a manufacturer of .005
industrial press equipment,
since 1991.
Robert T. Brady Director, Chairman, President Sole Beneficial Ownership:
Age 55 and Chief Executive Officer, 0 Shares
Director Since Moog Inc., manufacturer of Shared Beneficial Ownership:
1988 fluid controls for aerospace 300 Shares
and industrial applications, Right to Acquire:
since 1996. Prior thereto, 9,250 Shares
Director, President and Chief Percent of Class:
Executive Officer, Moog, Inc. .189
since 1988. Director,
Astronics Corporation, First
Empire State Corp., Seneca
Foods Corp, National Fuel
Gas Corp.
Randall L. Clark Chairman, Dunn Tire Sole Beneficial Ownership:
Age 53 Corporation, tire 0 Shares
Director Since distribution company, Shared Beneficial Ownership:
May 1995 since 1996. Principal, 0 Shares
Buffalo Ventures, Inc., Right to Acquire:
investment banking company 250 Shares
since 1996. Prior thereto, Percent of Class:
Executive Vice President .005
and Chief Operating Officer,
Pratt & Lambert United, Inc.,
a manufacturer of paints
and chemical products, from
1992 until 1995.
G. Wayne Hawk Retired Chairman, Acme Sole Beneficial Ownership:
Age 68 Electric Corporation, since 33,038 Shares
Director Since 1994. Prior thereto, Shared Beneficial Ownership:
1980 Chairman, Acme Electric 0 Shares
Corporation, since 1993. Right to Acquire:
Prior thereto, Chairman 0 Shares
and Chief Executive Officer Percent of Class:
since 1992. Prior thereto .658
President and Chief
Executive Officer since
1991. Director, Comptek
Research, Inc.
Terry M. Manon Senior Vice President, Air Sole Beneficial Ownership:
Age 45 Handling Products, Trane 0 Shares
Director Since Company, manufacturer of Shared Beneficial Ownership:
August 1994 commercial and industrial 0 Shares
air handling systems, since Right to Acquire:
1996. Prior thereto, Vice 250 Shares
President, Air Handling Percent of Class:
Systems Division, Trane .005
Company, since 1987.
Robert J. McKenna Chairman, President and Sole Beneficial Ownership:
Age 48 Chief Executive Officer of 6,556 Shares
Director Since Acme Electric Corporation, Shared Beneficial Ownership:
1993 since 1994. Prior thereto, 0 Shares
President and Chief Right to Acquire:
Executive Officer, since 5,000 Shares
1993. Prior thereto, Percent of Class:
President and Chief Operating .099
Officer, since 1992. Prior
thereto, Group Vice President
of the Diversified Products
Group, Aeroquip Corporation,
a manufacturer of plastic and
hydraulic products.
All Executive Officers Sole Beneficial Ownership: 48,450 Shares
and Directors as a Shared Beneficial Ownership: 4,802 Shares
Group (11 Persons) Right to Acquire: 31,850*Shares
Percent of Class: 1.631
*Includes shares which are exercisable under the 1981 Incentive Stock Option
Plan and shares which are exercisable under the 1989 Stock Option Plan.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has appointed from its members Executive, Audit, Compensation and
Nominating Committees which have the responsibilities and authority described
below.
The Executive Committee has, during the interval between meetings of the
Board of Directors, the authority to exercise all the powers of the Board
delegated to it by the Board in the management and direction of the business
and affairs of the Company. One meeting of the Executive Committee was held in
fiscal year 1996. Members of this Committee are Messrs. Brady, Manon and
McKenna.
The Audit Committee has the responsibility, among other things, to (i)
recommend the selection of the Company's independent auditors, (ii) review the
adequacy of the audit by the independent auditors, (iii) review the financial
statements which are the subject of the independent auditors' certification,
and (iv) review the effectiveness of the Company's internal auditing
procedures. Members of this Committee are Messrs. Hawk, Manon and McLaughlin.
Two meetings of the Audit Committee were held during fiscal year 1996.
The Compensation Committee has the responsibility, among other things, to
(i) review and make recommendations on the compensation rate for executive
officers of the Company, and (ii) review incentive compensation plans and make
recommendations as to the adoption of these plans. Members of this Committee
are Messrs. Brady, Batting and Clark. Two meetings of the Compensation
Committee were held during fiscal year 1996.
The Nominating Committee has the responsibility, among other things, to (i)
study and make recommendations as to the size and composition of the Board,
(ii) make nominations to the Board prior to the Annual Meeting, and (iii)
search for potential candidates and make recommendations as to candidates for
membership on the Board. Two meetings of the Nominating Committee were held
during fiscal year 1996. Members of this Committee are Messrs. Batting, Clark
and McKenna. The Nominating Committee will consider nominees for the Board
recommended by shareholders. A shareholder wishing to recommend such nominees
for election at the 1997 annual meeting of shareholders should submit such
recommendation in writing to the Committee at the Company's address on or
before June 30, 1997.
Each non-employee member of the Board of Directors receives payments
pursuant to a standard arrangement. Under this arrangement, non-employee
directors are entitled to receive a retainer of $5,000 per annum and $525 for
each meeting of the Board or a committee of the Board attended. Proposal
Number Two sets forth a plan for payments to directors in the form of stock
options in lieu of cash payments.
During fiscal year 1996, the Board of Directors held four meetings. Each
Director attended 75% or more of the Board meetings and meetings of the
Committees of the Board on which such Director served.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors is made up of only
outside directors and oversees the Company's executive compensation programs.
After consideration of the Committee's recommendations, the full Board of
Directors reviews and approves the salaries of all elected officers. Any
directors who are full-time employees are excused from voting on their own
compensation. The Committee also oversees the other elements of executive
compensation, including annual incentive awards and stock options.
GENERAL PHILOSOPHY
The philosophy of the Company is that annual compensation should adjust to
Company performance, and long-term incentives should align with creating
shareholder value. The Committee believes that operating criteria should
determine annual cash incentive compensation, and market-based criteria, as
measured by the market price of the Company's common stock, are better tied to
performance periods longer than a year. Individual compensation should reflect
operating unit performance for division executives and Company performance for
selected elected officers, with the purpose being to attract and retain
qualified executives.
SALARIES
Salaries are based upon a commercially available study of the durable goods
manufacturing sector for companies of a similar size. Salary payments are
primarily intended to reward current and past performance based upon job
experiences and comparison to peers both inside and outside the Company.
ANNUAL INCENTIVE AWARDS
Annual incentive awards are designed to motivate and reward the individual
for personal contributions to the success of the Company. The Executive
Incentive Plan (EIP) rewards selected elected officers based upon return on
equity. A minimum threshold based on recognized financial return rates, which
incorporate investment risk, must be met before any payments are made. A
percentage of pre-tax earnings above the threshold is distributed as a
percentage of base salary. The EIP has a maximum allowable payment of 60% of
salary.
The Board of Directors can also make individual awards based on their
assessment of contribution to the tactical and strategic goals set by the CEO
and approved by them at the beginning of the year.
The Management Incentive Plan (MIP) rewards key managers and officers based
upon their respective division's operating profit, net asset utilization and
sales growth. The MIP pays only for improvement over the previous year's
actual results and is distributed as a percentage of base salary. The MIP has
a maximum allowable payout of 40% of salary.
Every other non-union employee of the Company participates in an annual
incentive plan.
STOCK OPTIONS
Stock options accomplish the objective of further motivating executives to
create shareholder value. Options are reviewed on an annual basis. Options
are granted with an exercise price equal to the fair market value of Acme stock
on the day preceding the date of grant, creating recipient value only as the
stock increases in market price. Options accrue in equal amounts over a four-
year period and can be exercised over a ten-year period. An amendment of the
1989 Stock Option Plan was approved at the annual meeting of shareholders held
on October 28, 1994, to apply a formula for the award of further options
following each year of profitable operation and to increase the number of
shares subject to the Plan from 225,000 to 450,000. Options in accordance with
the formula were granted as of September 1, 1995.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer's salary was determined by the Committee, in
accordance with the above stated philosophy.
No incentive payments have been made to the CEO since the threshold on
beginning shareholder's equity was not attained.
Stock options to purchase 10,000 shares were granted to the CEO upon
joining the Company in 1992 and 10,000 shares were granted on September 1,
1995, in accordance with the 1989 Stock Option Plan.
The Committee believes that both annual and long-term compensation for the
last three years reflects this statement on philosophy.
Submitted by the Compensation Committee:
Robert D. Batting Robert T. Brady Randall L. Clark<PAGE>
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------- ---------------------- -------
Other Restricted Securities
Fiscal Annual(1) Stock Underlying(2) LTIP All Other(3)
Name and Year Salary Bonus Compensation Award(s) Options Payouts Compensation
Principal Position End ($) ($) ($) ($) (#) ($) ($)
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R.J. McKenna 6/30/96 250,000 --- --- --- 10,000 --- 907
Chairman/ 6/30/95 215,000 --- --- --- --- --- 578
President/CEO 6/30/94 190,000 --- 36,096 --- --- --- 570
D.K. Corwin 6/30/96 142,000 --- --- --- 5,000 --- 669
Sr.V.President/CFO 6/30/95 135,000 --- --- --- --- --- 538
6/30/94 118,000 --- --- --- --- --- 532
J.E. Gleason 6/30/96 121,700 6,377 --- --- 5,000 --- 535
V.President/GM 6/30/95 117,000 19,434 --- --- --- --- 530
Electronics Div. 6/30/94 110,000 --- --- --- --- --- 520
M. Anderman 6/30/96 111,301 --- --- --- 5,000 --- 534
V.President/GM 6/30/95 107,000 --- --- --- --- --- 510
Aerospace Div. 6/30/94 85,077 --- --- --- --- --- 410
<FN>
1. The amounts reflected in this column are relocation expenses and subsequent increases equal to
resulting income tax expense paid during the year. No individual listed had other annual perquisites
with aggregate value exceeding 10 percent of salary, plus bonus.
2. All grants were incentive stock options granted under the Company's 1989 Stock Option Plan based on
fiscal 1995 Company performance.
3. The amounts reflected in this column are the value of group term-life insurance. The Company has no
defined contribution plans or long-term incentive plans.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
-------------------------------------------------- ----------------------
Number of % of Total
Securities Options
Underlying Granted to Exercises
Options Employees or Base
Granted in Fiscal Price Expiration
Name (#)(1,2) Year ($/Sh)(3) Date 5% ($) 10% ($)
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
R.J. McKenna 10,000 19.6% $11.25 08/31/2005 62,024 152,769
D.K. Corwin 5,000 9.8% $11.25 08/31/2005 31,012 76,384
J.E. Gleason 5,000 9.8% $11.25 08/31/2005 31,012 76,384
M. Anderman 5,000 9.8% $11.25 08/31/2005 31,012 76,384
<FN>
1. The Company does not have a stock-appreciation-rights plan.
2. Options become exercisable over a period of four years following the date of grant, in an amount
equal to 25% of the total grant following each such year.
3. The Company does not reprice stock options.
</FN>
</TABLE>
<PAGE>
<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND F/Y-END OPTION VALUES
<CAPTION>
Shares Acquired Value Number of Unexercised Value of Unexercised In-the-Money
on Exercise Realized Options at F/Y-End (#) Options at F/Y-End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
R.J. McKenna 2,500 $6,719 0/12,500 $ 0/$0
D.K. Corwin None --- 8,000/5,000 $24,504/$0
J.E. Gleason None --- 3,000/5,000 $ 9,189/$0
M. Anderman None --- 0/5,000 $ 0/$0
</TABLE>
1. Supplemental Requirement Information:
Common Stock Beneficially Owned
D.K. Corwin Sole Beneficial Ownership: 0 Shares
Shared Beneficial Ownership: 4,502 Shares
Right to Acquire: 9,250 Shares
Percent of Class: .272
J.E. Gleason Sole Beneficial Ownership: 5,988 Shares
Shared Beneficial Ownership: 0 Shares
Right to Acquire: 4,250 Shares
Percent of Class: .202
M. Anderman Sole Beneficial Ownership: 1,868 Shares
Shared Beneficial Ownership: 0 Shares
Right to Acquire: 1,250 Shares
Percent of Class: .062
<PAGE>
<PAGE>
<TABLE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
<CAPTION>
June 91 June 92 June 93 June 94 June 95 June 96
<S> <C> <C> <C> <C> <C> <C>
COMPANY $100.00 $133.33 $226.67 $226.67 $813.33 $203.33
S & P 500 INDEX $100.00 $113.41 $128.87 $130.68 $164.75 $207.59
PEER GROUP COMPANIES $100.00 $110.74 $161.32 $161.76 $267.76 $306.66
</TABLE>
_______________________________________________________________________________
Assumes $100 invested on July 1, 1991, with dividends reinvested monthly.
(1) Peer group companies include the S & P Electrical Equipment group with
General Electric excluded because of its weighted effect; the S & P Electronics
(Instrumentation) group; the S & P Electronics (Semiconductor) group and the S
& P Electronics (Defense) group.
PEER COMPANIES: Advanced Micro Devices Loral Corp.
AMP Inc. Motorola Inc.
E-Systems Inc.* Nat'l Semiconductor Corp.
EG&G Inc. Perkin-Elmer Corp.
Emerson Electric Co. Raychem Corp.
Grainger (W.W.) Inc. Tektronix Inc.
Hewlett-Packard Co. Texas Instruments Inc.
Honeywell Inc. Thomas & Betts Corp.
Intel Corp. Westinghouse Electric Corp.
* E-Systems Inc. was acquired by Raytheon 6/19/95 and,
therefore, is not included in the calculation of cumulative
total returns after June 1994.
EMPLOYMENT AGREEMENTS
Mr. McKenna joined the Company on September 21, 1992, subject to an
agreement to provide a severance period of six months at full salary should his
employment be terminated, except for good cause. In addition, Messrs McKenna
and Corwin are subject to agreements providing for continuation of employment
in the event of a change of control for periods of up to three years. Under
the agreements, Messrs McKenna and Corwin must preserve confidential Company
information and refrain from any activities that may compete with the Company's
business. The terms of these agreements are automatically extended unless
either party gives timely notice to the other of intent to not extend each such
agreement. Under the agreements, Messrs McKenna and Corwin receive a base
salary as determined by the Board of Directors plus bonus, which amounts may
not be reduced during the term of the agreements.
1981 INCENTIVE STOCK OPTION PLAN
On October 30, 1992, the Board of Directors approved the extension to a
ten-year life of all options granted to executive officers, directors and other
key employees. No further options may be granted under the Plan.
1989 STOCK OPTION PLAN
The 1989 Stock Option Plan (the "1989 Plan") was approved by the
shareholders at the Annual Meeting held on October 27, 1989. The 1989 Plan
supplements the 1981 Incentive Stock Option Plan.
Under the 1989 Plan, certain individuals are granted for a period of up to
ten years, beginning with the date of grant, options to purchase specified
amounts of the Company's Common Stock for 100% of the full market value of the
stock, subject to option, on the day preceding the grant. Individuals covered
by the Plan include executive officers, directors and other key employees
subject to review by the Board of Directors. The number of shares granted to
each individual is also subject to review by the Board of Directors. An
amendment to the 1989 Plan was approved at the annual meeting of shareholders
held on October 28, 1994, to apply a formula for the award of further options
following each year of profitable operation and to increase the number of
shares subject to the Plan from 225,000 to 450,000. Options in accordance with
the formula were granted as of September 1, 1995.
PENSION PLAN
Executive officers of the Company, including those named in the Summary
Compensation Table, are covered by the Company's Pension Plan for Salaried
Employees ("Salaried Plan"). Elected officers of the Company are also covered
by the Supplemental Executive Retirement Plan ("Supplemental Plan"). These
Plans provide for regular monthly payments to retirees. Normal retirement age
under the Plans is 65. The normal monthly retirement benefit under the
Salaried Plan is 1.0 percent of base salary for each year of credited service
at December 31, 1991, plus 1.5 percent of base salary earned in each year of
credited service after December 31, 1991. The Plans also provide for early and
disability retirement. The normal monthly retirement benefit is reduced by up
to one-half of one percent for each month between the date benefits begin and a
participant's normal retirement date in the event of early retirement. The
disability retirement benefit is the benefit accrued by a participant to the
disability retirement date. Benefits are not subject to any deduction for
Social Security or other payments. The cost of the Plans is borne by the
Company.
The table below illustrates the estimated amount of annual pension payments
under the Salaried Plan for an employee whose career average annual
compensation and years of service are as specified:
<TABLE>
<CAPTION>
CAREER
AVERAGE BASE 10 YEARS 20 YEARS 30 YEARS
SALARY OF SERVICE OF SERVICE OF SERVICE
- ------------- ---------- ---------- ----------
<C> <C> <C> <C>
$ 55,000 $ 6,716 $ 13,432 $ 20,148
90,000 11,168 22,336 33,504
140,000 17,528 35,056 52,584
190,000 23,888 48,200 71,664
250,000 31,520 63,040 94,560
300,000 37,880 75,760 113,640
</TABLE>
For the purpose of determining the pension benefits payable under the
Salaried Plan, estimated years of credited service as of the end of calendar
year 1995 covered by the Plans for officers are as follows: Mr. McKenna, 3
years; Mr. Corwin, 24 years; Mr. Gleason, 28 years; and Mr. Anderman, 8 years.
The normal monthly retirement benefit under the Supplemental Plan is one-
twelfth of the product of two percent of annual base salary at retirement
multiplied by years of credited service to a maximum of 30 years, less the
benefit payable under the Salaried Plan.
The table below illustrates the maximum total amount of annual pension
payments under both the Salaried Plan and the Supplemental Plan for an employee
whose annual base salary at retirement and years of service are specified:
<TABLE>
<CAPTION>
BASE SALARY 10 YEARS 20 YEARS 30 YEARS
AT RETIREMENT OF SERVICE OF SERVICE OF SERVICE
------------- ---------- ---------- ----------
<C> <C> <C> <C>
$ 55,000 $11,000 $ 22,000 $ 33,000
90,000 18,000 36,000 54,000
140,000 28,000 56,000 84,000
190,000 38,000 76,000 114,000
250,000 50,000 100,000 150,000
300,000 60,000 120,000 180,000
</TABLE>
Benefits are presently being paid under the Supplemental Plan. The Company
has purchased, and is the beneficiary of, insurance on the lives of
participants under the Supplemental Plan. Under the insurance program, if the
assumptions made as to mortality experience, policy dividends and other factors
are realized, the proceeds of the policies will reimburse the Company for all
costs, including benefits, insurance premiums and a factor for the use of the
Company's money. It is expected, therefore, that without additional costs to
the Company over the life of the Supplemental Plan, the Supplemental Plan will
aid the Company in continuing to attract, retain and motivate key employees.
Messrs. McKenna and Corwin are eligible to receive benefits under the
Supplemental Plan. For the purposes of the above tables, the term "base
salary" refers to the column of the Summary Compensation Table on page 8
labeled "Salary."
EMPLOYEE SAVINGS AND PROTECTION PLAN
Employees of the Company are eligible to participate in the Company's
Employee Savings and Protection Plan on the first of the month following
employment. Under the Plan, participants may contribute up to twelve (12)
percent of their gross earnings for investment in cash, stock and mutual
investment funds. The Company bears the cost of operating the Plan, but does
not make matching contributions. Contributions to the Plan by executive
officers are included in the amounts shown as "Salary" in the Summary
Compensation Table.
All directors and officers of the Company filed necessary disclosure
reports regarding transactions in the Company's stock during the 1996 fiscal
year.
Proposal Number Two
APPROVAL OF THE 1996 DIRECTORS' STOCK OPTION PLAN
GENERAL
The 1996 Directors' Stock Option Plan (the "Plan") was adopted on April 29,
1996, by the Company's Board of Directors, subject to approval by the Company's
shareholders on October 31, 1996. The effective date of the Plan is June 15,
1996. While Exhibit A attached to the proxy statement sets forth the entire
Plan, the principal features of the Plan are as follows.
PURPOSE
The purpose of the Plan is to facilitate ownership in the Company by
nonemployee directors of the Company by providing them with a convenient means
to purchase common stock of the Company ("Common Stock") and, thereby, to share
in its progress and success. Currently, five directors will be eligible to
participate in the Plan.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Compensation Committee (the "Committee"),
appointed by the Company's Board of Directors from among its members to serve
at its pleasure. The Committee shall be authorized to interpret the Plan and
the options granted under the Plan ("Option" or "Options") and to make any
determinations its believes necessary or advisable for the administration of
the Plan. Any decision of the Committee in the administration of the Plan
shall be in its sole discretion and conclusive.
GRANT AND TERMS OF OPTIONS
The grant of Options under the Plan shall be automatic on the first day of
each quarter of a calendar year to each eligible director in lieu of Director
Fees attributable to service as a director during such quarter. A total of
50,000 shares of Common Stock will be available for grant under the Plan.
The Purchase Price of each share of Common Stock subject to an Option is
equal to 30% of the Fair Market Value (determined as provided in the Plan) of a
share of Common Stock on the date the Option is granted. The number of shares
of Common Stock subject to the Option will be equal to the Director Fees for
the preceding quarter, divided by 70% of the Fair Market Value of a share of
Common Stock on the date the Option is granted. The discount amount for the
number of shares granted replaces the value of the cash Director Fees that
would otherwise be due. The market value of the Common Stock on August 16,
1996, was $8.0625 per share. Each eligible director will accrue Director Fees
of $2,500 each quarter for credit toward the grant of Options under the Plan.
An Option becomes exercisable in full six months after the date of grant,
and, to the extent not previously exercised, will expire ten years after the
date of grant or, in some cases, earlier pursuant to provisions in the Plan
relating to a director's termination of service.
Each Option shall be evidenced by a written Option Agreement executed by
the Company and the director. Stock must be paid for in full in cash when
purchased upon the exercise of Options. Upon exercise, the optionee will
recognize ordinary income in an amount equal to the excess of the Fair Market
Value of the Common Stock over the Purchase Price and the Company will be
entitled to a deduction in the same amount.
Options are not transferable other than by will or by the laws of descent
and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended (the "Code").
TERMINATION AND AMENDMENT
Unless terminated earlier by the Board of Directors, the Plan will
terminate on December 31, 2006. The Company's Board of Directors may at any
time amend the Plan, provided that, without the approval of the stockholders of
the Company, the Board of Directors may not (i) materially increase the
benefits to participants under the Plan, (ii) except as provided in the
following section, increase the number of shares which may be issued under the
Plan, and (iii) materially modify the requirements as to eligibility for
participation in the Plan. No termination, suspension, or amendment of the
Plan can, without the holder's consent, adversely affect his or her rights
under any Option previously granted.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION OR OTHER EVENTS
The Committee shall make any adjustments deemed necessary or appropriate to
prevent dilution or enlargement of Option rights in the case of any changes in
the Common Stock resulting from stock dividends, stock splits, reverse splits,
recapitalizations, mergers, consolidations, combinations, or exchanges of
shares, separations, reorganizations, or liquidations.
NO RIGHT TO CONTINUED DIRECTORSHIP
Nothing in the Plan or in any Option granted pursuant to the Plan shall
confer upon any director the right to continue as a director of the Company.
VOTE REQUIRED FOR APPROVAL OF THE 1996 DIRECTORS' STOCK OPTION PLAN
The approval of the Plan will require the affirmative vote of the holders
of a majority of the outstanding shares of common stock. If approved by the
shareholders, the Plan will become effective as of January 1, 1997.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE FOR APPROVAL OF THE
1996 DIRECTORS' STOCK OPTION PLAN. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
Proposal Number Three
REAPPOINTMENT OF INDEPENDENT AUDITORS
Subject to shareholder approval, the Board of Directors, upon
recommendation of the Audit Committee, has reappointed the firm of Price
Waterhouse LLP as independent auditors to examine the Company's financial
statements for its fiscal year ending June 30, 1997. Price Waterhouse LLP and
its predecessors have served as the Company's independent auditors for many
years.
As in prior years, a representative of Price Waterhouse LLP will be present
at the Meeting with the opportunity to make a statement and respond to
questions.
VOTE REQUIRED TO RATIFY APPOINTMENT
Ratification of the appointment of the independent auditors requires the
affirmative vote of a majority of the shares present in person or by proxy and
voting at the Meeting. If the shareholders should not ratify the appointment
of Price Waterhouse LLP, the Board of Directors will reconsider the
appointment.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE 1997 FISCAL YEAR. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE
SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
PROPOSALS BY SECURITY HOLDERS
Any proposals of shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company by May 21, 1997, in
order to be considered for inclusion in the proxy statement and form of proxy
for that meeting.
COST OF SOLICITATION
The Corporation will pay the expenses of soliciting proxies for the Meeting.
Solicitations of proxies may be made by personal calls upon, or telephone or
telegraphic communications with, shareholders or their representatives by
directors, officers and employees of the Corporation, none of whom will be
compensated specially for these services.
OTHER MATTERS
The Board of Directors and Management do not know of any other matters that
may properly come before the Meeting. If any other business is properly
presented at the Meeting for action, the persons named in the proxy will vote
thereon according to their best judgment of such matters.
Shareholders are urged to forward their proxies without delay. A prompt
response will be greatly appreciated.
East Aurora, New York By Order of the Board of Directors
September 18, 1996 David G. Anderson, Secretary
<PAGE>
EXHIBIT A
ACME ELECTRIC CORPORATION
1996 DIRECTORS' STOCK OPTION PLAN
1. PURPOSE
The purposes of the Acme Electric Corporation 1996 Directors' Stock Option
Plan ("Plan") are to facilitate ownership of the common stock of Acme Electric
Corporation (the "Company") by directors of the Company who are not employees of
the Company by providing them with a convenient means to purchase such stock,
and, thereby, to share in its progress and success.
2. DEFINITIONS
As used in the Plan:
"Annual Retainer Fees" means the amount that a director is entitled to
receive for serving as a director during a one-year period, beginning on a
given January 1.
"Committee" means the Compensation Committee of the Board of Directors of
the Company or such other committee of the Board that the Board has appointed
to administer the Plan.
"Common Stock" means the common stock, $1.00 par value, of the Company.
"Fair Market Value" on any date means the average of the high and low sales
prices of a share of Common Stock on the New York Stock Exchange for the most
recent trading day prior to the date of determination as published in THE WALL
STREET JOURNAL, or in any other publication selected by the Committee; provided,
however, that if shares of Common Stock shall not have been publicly traded
during the ten days immediately preceding such date, then the Fair Market Value
of a share of Common Stock shall be determined by the Committee in such manner
as it may deem appropriate.
"Option" means an option granted pursuant to the Plan to purchase shares of
Common Stock. Options granted pursuant to the Plan shall not be incentive stock
options as defined in section 422 of the Internal Revenue Code of 1986, as
amended ("Code").
"Purchase Price" has the meaning given in Section 6(a) hereof.
3. ADMINISTRATION
The grant of Options under this Plan shall be automatic. The Committee
shall administer the Plan. The Committee shall be authorized to interpret the
Plan and the Options granted under the Plan and to make any determinations it
believes necessary or advisable for the administration of the Plan. Any
decision of the Committee in the administration of the Plan shall be in its
sole discretion and conclusive. The Committee may act only by a majority of
its members in office, except that the members of the Committee may authorize
any one or more of their number or any officer of the Company to execute and
deliver documents on behalf of the Committee.
4. SHARES AVAILABLE
A total of 50,000 shares of Common Stock of the Company shall be available
for grant under the Plan. Upon the expiration or termination in whole or part
of any unexercised Option, the shares of Common Stock subject to such Option
shall again be available for grant under the Plan.
5. GRANT OF OPTIONS
a. DETERMINATION OF NUMBER OF SHARES
An Option shall be granted automatically on the first day of each quarter of
a calendar year to each nonemployee director in lieu of cash payments of
Director Fees attributable to service as a director during such quarter. The
number of shares of Common Stock subject to such an Option shall be equal to
the nearest number of whole shares determined according to the following
formula:
Number Quarterly Amount of Annual Director Fees
----------------------------------------
of Shares = 70% of Fair Market Value
For the purposes of this formula, the Fair Market Value of a share of Common
Stock shall be determined as of the date of the grant of the Option. The
quarterly amount of a director's Annual Director Fees shall be the amount of the
Annual Director Fees payable for the Calendar quarter beginning on the date of
the grant.
b. LIMITATIONS
The following limitations shall apply to the grant of Options pursuant to
this Section 5:
(i) No options shall be granted pursuant to this Section 5 before January
1, 1997.
(ii) If, on any date on which Options are to be granted to a director
pursuant to this Section 5, there is an insufficient number of shares of Common
Stock available pursuant to Section 4 for the grant of Options as provided in
this Section 5, then the number of shares subject to each Option granted
pursuant to this Section 5 on such date shall equal the number of shares that
otherwise would be subject to such Option, except for this limitation,
multiplied by a fraction, the numerator of which shall be the total number of
shares then available pursuant to Section 4 for the grant of Options under this
Plan and the denominator of which shall be the aggregate number of shares that
otherwise would be subject to Options granted pursuant to this Section 5 on
such date, such product to be rounded down to the nearest whole number. To the
extent this Section 5(b)(ii) limits the number of shares of Common Stock
subject to an Option granted to a director under this Section 5 on any given
date, the balance of Annual Director Fees due to any director shall be paid
in cash.
(iii) No Options shall be granted pursuant to this Section 5 after December
31, 2006.
6. TERMS OF OPTIONS
Each Option granted under the Plan shall be evidenced by a written agreement
in the form attached as Appendix A to the Plan executed on behalf of the Company
and by the holder of the Option, which includes the following terms and
conditions:
a. The Purchase Price of each share of Common Stock subject to an Option
shall equal 30% of the Fair Market Value of a share of Common Stock on the date
the Option is granted, rounded to the nearest whole cent.
b. An Option shall be exercisable in full six months after the grant of the
Option. To the extent not already exercised, an Option shall expire on the day
before the tenth anniversary of the date of the grant of the Option or at the
close of business of any of the following dates, whichever is earlier:
(i) if the director's service as a director terminates because the director
does not stand for election after reaching age 70, the fifth anniversary of the
director's termination date or, if the director dies before the fifth anniver-
sary of this termination date, then the first anniversary of the director's
death, or (ii) if the director's service as a director terminates by reason of
the director's disability or death, the first anniversary of the director's
termination date for disability or death; or
(iii) if the director's service as a director terminates for any other
reason, the date that is three months after the termination date of the direc-
tor's service as a director of the Company.
c. An option shall require that the optionee represent at the time of each
exercise of the Option that the shares purchased are being acquired for invest-
ment and not with a view to distribution.
d. The Purchase Price of the shares with respect to which an Option is
exercised shall be payable in full and in cash on the date the Option is
exercised.
e. An Option shall not be assignable or transferable by the optionee,
except by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code of
1986, as amended.
7. ADJUSTMENT OF SHARES AVAILABLE
If there is any change in the number of outstanding shares of Common Stock
of the Company through the declaration of stock dividends or through stock
splits, then the number of shares available for Options and of shares subject
to any Option and the Purchase Prices of any shares subject to any Option shall
be automatically adjusted. If there is any change in the number of outstanding
shares of Common Stock of the Company through any merger, consolidation,
reorganization, recapitalization, or any other change in the capital accounts of
the Company, then the number of shares available for Options and of shares
subject to any Option and the Purchase Price of any share subject to any Option
shall be appropriately adjusted by the Committee, except to the extent that the
Committee takes other action pursuant to the following paragraph.
Notwithstanding the provision of any other Section of this Plan, if the
Company merges or consolidates with any other entity and is not the surviving
corporation in such merger or consolidation, or if the Company sells all or
substantially all of its assets, or if the ownership of more than 35 percent of
the outstanding shares of Common Stock changes as the result of a concerted
action by one or more persons or corporations or if an attempt is so made to
effect such a change of ownership, or if action is taken authorizing the
liquidation or dissolution of the Company (each such event shall be referred to
in this paragraph as a "Corporate Change"), then the Committee in its sole dis-
cretion may (i) provide for the purchase of each Option then outstanding for an
amount of cash equal to the excess of the Fair Market Value of the shares
subject to such Option (which in the event of a change in the ownership of more
than 35 percent of the outstanding shares of Common Stock shall not be less
than the amount of cash and the fair market value of other consideration
tendered for such outstanding shares) over the aggregate Purchase Price of the
shares subject to the Option, (ii) make such adjustments to Options then out-
standing as the Committee finds necessary or appropriate to prevent dilution
or enlargement of the Option rights, or (iii) cause any surviving entity in
such Corporate Change to assume Options then outstanding or substitute new
options for equity interests in such surviving entity of equal value for such
outstanding Options.
8. EFFECTIVE DATE
This Plan is adopted subject to the approval of the Plan by the shareholders
of the Company pursuant to a proxy solicitation under Regulation 14A promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. No Option granted under the Plan may be exercised before
receipt of such approval.
Upon receipt of such approval, the Plan will become effective as of the date
the Plan was adopted by the Board of Directors, and Options will be granted
under the Plan beginning January 1, 1997.
9. AMENDMENT
The Board of Directors of the Company may amend the Plan in any respect;
provided, however, that without the approval of the shareholders of the Company
the Board may not: (i) materially increase the benefits to participants under
the Plan; (ii) except as provided in Section 7, increase the number of shares
which may be issued under the Plan; or (iii) materially modify the requirements
as to eligibility for participation in the Plan; provided, however, that the
Board of Directors may amend the Plan without further shareholder approval to
provide for the grant of options that are transferable, without payment of
consideration, to immediate family members of the optionee or to trusts or
partnerships for such family members, and, in the event of such amendment, to
amend outstanding options to provide for such transferability. No amendment of
the Plan shall adversely affect any right of any holder of an Option already
granted without such optionee's written consent.
10. TERMINATION OF PLAN
The Board of Directors may terminate the Plan at any time with respect to
any shares of Common Stock that are not then subject to Options. Unless
terminated earlier by the Board of Directors, the Plan shall terminate on
December 31, 2006.
11. NO RIGHT TO CONTINUED DIRECTORSHIP
Nothing in the Plan, or in any Option granted pursuant to the Plan, shall
confer upon any director the right to continue as a director of the Company.
12. RIGHTS AS SHAREHOLDER
No person shall have the rights of a shareholder with respect to shares of
Common Stock subject to an Option until the date of issuance, if any, of a stock
certificate pursuant to the exercise of an Option in accordance with the Plan.
13. REGULATORY APPROVALS AND LISTING
The Company shall not be required to issue any certificate or certificates
for shares of Common Stock upon the exercise of an Option prior to (a) the
obtaining of any approval from any government agency that the Company shall, in
its sole discretion, determine to be necessary or advisable, (b) the admission
of such shares to listing of any stock exchange on which the Common Stock may
then be listed, and (c) the completion of any registration or other qualifica-
tion of such shares under any state or Federal law or rulings or regulations of
any governmental body that the Company shall, in its sole discretion, determine
to be necessary or advisable.
14. CONSTRUCTION
The Plan shall be construed in accordance with the laws of the State of New
York.
15. SATISFACTION OF TAX LIABILITIES
Notwithstanding any other provision of this Plan, the Company shall not be
required to issue any certificate for shares of Common Stock upon the exercise
of an Option unless any Federal, state, or local tax withholding obligation
incurred by the Company in connection with the exercise of the Option has been
provided for by the optionee through the delivery of a sufficient amount of
cash to the Company, or, with the consent of the Committee, through the reten-
tion of shares of Common Stock, otherwise issuable upon the exercise of the
Option or the delivery of Common Stock to the Company by the optionee, under
such terms as the Committee finds appropriate.
<PAGE>
PROXY CARD
(LOGO)
PROXY
This Proxy Solicited By
The Board of Directors
The undersigned hereby appoints ROBERT J. McKENNA, DANIEL K. CORWIN AND
DAVID G. ANDERSON, and each of them, the proxies of the undersigned with full
power of substitution, to vote all shares of stock which the undersigned may be
entitled to vote at the Annual Meeting of the Shareholders of ACME ELECTRIC
CORPORATION to be held Thursday, October 31, 1996, at 9:00 a.m. at the Buffalo
Hilton, 120 Church Street, Buffalo, New York, and at any adjournment thereof,
for the following purposes:
(1) To elect a board of six directors;
FOR all nominees listed below (except as marked to the contrary below) / /
WITHHOLD authority to vote for all nominees listed below / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Robert D. Batting Robert T. Brady Randall L. Clark
G. Wayne Hawk Terry M. Manon Robert J. McKenna
(2) To approve the 1996 Directors' Stock Option Plan;
(3) To ratify the reappointment of
Price Waterhouse LLP as independent FOR / / AGAINST / / ABSTAIN / /
auditors of the Company; and
(4) To transact such other business as may properly come before the meeting, or
any adjournment thereof, hereby giving to each of my said proxies, power,
authority and discretion to act as fully as I might do if personally
present.
The named proxies, or any of them, shall have and may exercise all powers
hereunder.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF DIRECTORS, FOR APPROVAL OF THE 1996 DIRECTORS'
STOCK OPTION PLAN, AND FOR RATIFICATION OF THE REAPPOINTMENT OF PRICE WATERHOUSE
LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
(PLEASE DATE AND SIGN ON THE REVERSE SIDE)
(Continued From Other Side)
Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee, guardian, or corporation official, please give
full title. Each joint owner must sign proxy.
Signature _________________________________
Signature _________________________________
Dated______________________________________
