<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<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>
CHEMI-TROL CHEMICAL CO.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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), 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:
(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
CHEMI-TROL CHEMICAL CO.
2776 C.R. 69 - GIBSONBURG, OHIO 43441
------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
------------------------------------------------------------------------------
To All Shareholders:
The Annual Meeting of Shareholders of Chemi-Trol Chemical Co. will be
held on Thursday, July 18, 1996 at 10:00 a.m. at Ole Zim's Restaurant, located
at 1375 North State Route 590, east of the Corporate offices, Gibsonburg, Ohio,
43431, for the following purposes:
1. Election of three Directors for a term of three years.
2. Appointment of the firm of Ernst & Young as independent
auditors to audit the accounts of the Company for the year
ended December 31, 1996.
3. To transact any other business that may properly come before
the meeting.
Lunch will be served immediately following the meeting.
For the Board of Directors
Arthur F. Doust
Chairman and Chief Executive Officer
June 15, 1996
PLEASE SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING.
<PAGE> 3
CHEMI-TROL CHEMICAL CO.
2776 C.R. 69, GIBSONBURG, OHIO 43431
June 15, 1996
PROXY STATEMENT
GENERAL MATTERS
The accompanying proxy is solicited by the Board of Directors of
Chemi-Trol Chemical Co. (the "Company") for the annual Meeting of Shareholders
of the Company to be held at Ole Zim's Restaurant, located at 1375 North State
Route 590, east of the corporate offices, Gibsonburg, Ohio 43431 on Thursday,
July 18, 1996 at 10:00 A.M. This proxy statement and the enclosed form of proxy
were first mailed, sent or given to shareholders on or about June 15, 1996.
The cost of solicitation of proxies will be borne by the
Company. Solicitation other than by mail may be made by officers or by regular
employees of the Company for no additional compensation. In addition to using
the mails and officers and employees of the Company to solicit proxies, Morrow &
Co. has been retained at a cost of $2,500 plus expenses to aid in the
solicitation of proxies. Proxies may be solicited personally, by telephone, by
telegram or other electronic means.
Only shareholders of record at the close of business on June 15,
1996, will be entitled to notice of and to vote at the meeting and at all
adjournments thereof. At the close of business on June 15 the Company had
outstanding 2,004,930 common shares, each share entitled to one vote.
Abstentions will be deemed to be present for the purpose of
determining a quorum for the meeting, but will be deemed not voting on issues or
matters as to which the abstention is applicable. Shares held by brokers which
are not voted will not be counted for any purposes.
The persons named in the proxy will vote all shares in
accordance with the instructions given by the shareholders in their respective
proxies, returned, duly executed and received by the Company on or prior to
10:00 A.M. on July 18, 1996. Any shareholder giving a proxy has the right to
revoke it any time before it is voted by giving notice to the Company in writing
or in an open meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
Set forth below is certain information concerning persons who
are known by the Company to own beneficially more than 5% of any class of the
Company's voting shares on March 15, 1996.
- 1 -
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
----- ------------------- ------------ --------
<S> <C> <C> <C>
Common Shares Trilon Dominion Partners, 336,351(2) 16.78%
L.L.C.
F/K/A.Venture Capital,
Equities, L.L.C.
250 Park Avenue, Suite 2020
New York, NY 10017
Common Shares Arthur F. Doust 252,440(3) 12.59%
2690 CR 69
Gibsonburg, OH 43431
Common Shares U.S. Bancorp 150,000(4) 7.48%
P.O. Box 1476
Baltimore, Maryland 21203
Common Shares David Meredith Hudson, 100,346(5) 5.00%
President
Hudson Capital Management
239 NW 13th Avenue, Ste. 207
Portland, OR 97209
</TABLE>
(1) All shares are held of record with sole voting and investment power
unless otherwise indicated.
(2) Based upon most recent Form 4 filing. VC Holdings, Inc., the sole
manager and the holder of 100% of the voting interests of Trilon
Dominion Partners, L.L.C. ("L.L.C."), is the indirect beneficial owner
of the 336,351 shares of common stock of the issuer owned by L.L.C.
Ronald W. Cantwell ("Mr. Cantwell") is the holder of 100% of the
capital stock of VC Holdings, Inc., which is the sole manager and the
holder of 100% of the voting interests of L.L.C. Consequently, Mr.
Cantwell is the indirect beneficial owner of the 336,351 shares of
common stock of the issuer owned by the L.L.C. Dominion Capital,Inc.
holds a 50% non-voting preferred interest in the L.L.C. Dominion
Capital, Inc. has disclaimed beneficial ownership of these securities.
(3) Includes (a) 157,014 shares held in trust by Arthur F. Doust and Anna
K. Doust, Co-Trustees, of which 78,507 shares are held for their own
benefit; (b) 44,765 shares owned by Anna K. Doust, wife of Arthur F.
Doust; and (c) 12,743 shares owned by the children of Arthur F. Doust.
(4) Based upon most recent Schedule 13G filing. Qualivest Capital
Management, Inc., 111 S.W. Fifth Avenue, Portland, Oregon 97204, an
investment adviser registered under Section 203 of the Investment
Advisors Act of 1940 and a wholly-owned subsidiary of United States
National Bank of Oregon, which is a wholly-owned subsidiary of U.S.
Bancorp ("the Bank"), is the beneficial owner of 97,000 shares, or
4.8% of the common stock outstanding of Chemi-Trol Chemical Company
("the Company") as a result of acting as investment adviser to The
Qualivest Funds, an investment company registered under Section 8 of
the Investments Company Act of 1940. 53,000 shares, or 2.6% of the
common stock outstanding of the Company, are held by the Trust Group
of the Bank, a national bank as defined in Section 3(a)(6) of the
Securities Act.
(5) Includes (a) 15,890 shares held by Hudson Capital Management, Inc.,
Registered Investment Advisor, whose President David Meredith Hudson
has sole voting power over these shares; (b) 80,826 shares held
- 2 -
<PAGE> 5
by Hudson Capital Management, Inc., General Partner for Portland
Partners, an Oregon Limited Partnership, whose President David Meredith
Hudson has sole voting power over these shares; (c) 1,452 shares held
as joint tenants with rights of survivorship by David Meredith and
Roseanna Hudson; and 2,178 shares held by David Meredith Hudson.
ELECTION OF DIRECTORS
It is the intention of the persons holding the proxies solicited
hereby to vote (in the absence of contrary specifications) for the election of
Arthur F. Doust, Kevin D. Lauck and W. Burton Lloyd for a three-year term.
However, if the election of directors is by cumulative voting, the persons
appointed by the accompanying proxy intend to cumulate the votes represented by
proxies they receive and distribute such votes in accordance with their best
judgment.
Under the General Corporation Law of Ohio, if notice in writing
is given by any shareholder to the President or any Vice President or the
Secretary of the Company, not less than forty-eight hours before the time fixed
for holding the meeting, that the shareholder desires that the voting for
election of directors shall be cumulative, and an announcement of the giving of
such notice is made upon the convening of the meeting, each shareholder will
have cumulative voting rights. No shareholder vote is necessary to provide for
such cumulative voting rights. Cumulative voting means that each shareholder is
entitled to that number of votes equal to the number of shares that he owns
multiplied by the number of directors to be elected. Each shareholder may cast
all of his votes for a single nominee or may distribute his votes among as many
nominees as he sees fit.
The three nominees receiving the largest number of votes for the
director positions to be filled will be elected to those positions.
Set forth below is certain information relating to Arthur F. Doust,
Kevin D. Lauck and W. Burton Lloyd, the Company's nominees for election as
Directors, and the Directors of the Company whose terms of office will continue
after the meeting.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
POSITION DURING THE PAST FIVE
YEARS, DIRECTORSHIPS OF OTHER DIRECTOR
PUBLICLY OWNED COMPANIES, CONTINUOUSLY
NAME AGE PROPOSED TERMS SINCE COMMITTEES
- ---- --- -------------- ----- ----------
<S> <C> <C> <C> <C>
Company's Nominees for Term of Office Expiring in 1999
Arthur F. Doust 73 Chairman of the Board (1985 to date). 1952 Executive,
Chief Executive Officer (1987 to date) Governance,
and President (1969 to 1988) of the Company Compensation
Kevin D. Lauck 45 Secretary and Controller (1988 to date) 1990
of the Company
W. Burton Lloyd 57 President of Advanced Insulation 1986 Governance,
Concepts, Inc., formerly American Compensation
Isowall Corporation, located in Florence,
Kentucky, which manufactures various
panels for use in the construction of cold
storage units.
</TABLE>
- 3 -
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
<S> <C> <C> <C> <C>
Robert H. Moyer 67 President of the Mosser Group, located 1992 Audit
located in Fremont, Ohio, a holding
company of: Mosser Construction, Inc. of
which he is Chairman; Contractors
Equipment, Inc.; WMOG Investment, Inc.;
and Telamon Construction, Inc.; Director of
Croghan Bancshares, Inc., the publicly
owned holding company of Croghan
Colonial Bank.
Robert W. Woolf 54 President (1988 to date) and Vice 1987 Executive
President (1985 to 1988) of the Company Compensation
Richard J. Dudley 65 Retired in 1987 as Chairman of the Board, 1993 Audit
President and CEO of S.E. Hyman Co., a
manufacturing company located in Fremont,
Ohio, and served as Assistant to the
President of Terra Technical College,
Fremont, Ohio (1987-1990)
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Fred J. Roynon 63 Retired (1991) bank executive with 1993 Audit
twenty-four years' experience in community
bank management, including Chairman,
President and CEO of Society Bank Northwest
Ohio (1980-1985)
John P. Simcox 45 Vice President (1991 to date) and General 1990
Manager of the Tank Division (1990 to
date), Director of Sales of the Company
(1987 to 1989)
Robert F. Veh 65 Retired President of Veh & Son, Inc., 1975 Executive,
which operated a retail furniture store Governance,
and funeral home located in Gibsonburg, Compensation
Ohio, Director of Fifth Third Bank of
Northwestern Ohio National Association.
</TABLE>
The Executive Committee acts on behalf of the Board between meetings
of the Board and has the complete authority of the Board, other than the
authority to fill vacancies among directors or on any committee of directors.
The Executive Committee did not meet in 1995.
The Compensation Committee is responsible for approving, recommending,
or reviewing management proposals concerning the compensation and benefits of
the employees of the Company. The Compensation Committee held one meeting in
1995.
- 4 -
<PAGE> 7
The Audit Committee engages in the functions usual to an audit
committee of a publicly-held corporation, including recommendations as to the
engagement of independent accountants; review with the independent accountants
of the proposed scope of and plans for annual audits and review of audit
results; review of the adequacy of internal financial controls and internal
audit functions; and review of any problems identified by either the internal or
external audit functions. The Audit Committee held two meetings in 1995.
The Governance Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to corporate governance
issues, mechanisms and procedures affecting the Company and for undertaking such
other duties as are delegated to it from time to time by the Executive Committee
or the Board of Directors of the Company. The Governance Committee did not meet
in 1995.
The Company has no standing nominating committee or committee
performing a similar function.
During the year ended December 31, 1995 there were four regular
meetings and one special meeting of the Board of Directors. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board and the committees on which he served.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as to the beneficial
ownership of the Common Shares of the Company, as of December 31, 1995, by each
Director of the Company and by all directors and officers of the Company as a
group:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
BENEFICIAL OWNER OWNERSHIP(1) PERCENT
---------------- ------------ -------
<S> <C> <C> <C>
Arthur F. Doust 252,440(2) 12.59%
Robert W. Woolf 3,893 .19%
John P. Simcox 1,500 .07%
Kevin D. Lauck 2,752 .14%
Robert F. Veh 20,305(3) 1.01%
W. Burton Lloyd 61,463(4) 3.07%
Robert H. Moyer 2,452 .12%
Fred J. Roynon 500 .02%
Richard J. Dudley 242 .01%
All directors and 353,309 17.62%
officers as a group
(13 persons)
<FN>
- -------------------
(1) All shares are held of record with sole voting and investment power
unless otherwise indicated.
(2) Includes (a) 157,014 shares held in trust by Arthur F. Doust and Anna
K. Doust, Co-Trustees, of which 78,507 shares are held for their own
benefit; (b) 44,765 shares owned by Anna K. Doust, wife of Arthur F.
Doust; and (c) 12,743 shares owned by the children of Arthur F. Doust.
(3) Includes 1,016 shares owned by Wanda Veh, wife of Robert F. Veh.
(4) Includes 58,269 shares owned by Roselyn Lloyd, wife of W. Burton
Lloyd.
</TABLE>
- 5 -
<PAGE> 8
The Company believes that all Directors and Officers have timely filed
all reports required by Section 16(a) of the Act.
EXECUTIVE OFFICERS OF THE COMPANY
The following information is furnished with respect to each executive
officer and certain significant employees:
<TABLE>
<CAPTION>
OFFICES AND POSITIONS
NAME AGE HELD WITH THE COMPANY
---- --- ---------------------
<S> <C> <C>
Arthur F. Doust 73 Chairman of the Board (1985 to date), Chief Executive
Officer (1987 to date), President (1969 to 1988) and
Director (1952 to date)
Robert W. Woolf 54 President (1988 to date), Vice President (1985 to 1988)
and Director (1987 to date)
John P. Simcox 46 Vice President of the Company (1991 to date), General
Manager of the Tank Division (1990 to date), Director
of Sales of the Company (1987 to 1989) and Director
(1990 to date)
Gerald J. Porczak 61 Treasurer (1993 to date), General Manager of the Lease
and Finance Division (1978 to date) and as Corporate
Credit Manager (1966 to date)
Kevin D. Lauck 45 Secretary and Controller (1988 to date) and Director
(1990 to date)
James C. Herl 49 General Manager of Chemical Group (1996 to date) and
as Engineer in the Chemical Group, with primary
responsibility in the Pavement Marking Division (1974
to 1996).
James R. LaBenne 50 General manager of Cal-Van Tools Division (1988 to
date) and Assistant General Manager of the Cal-Van
Tools Division (1987 to 1988)
Jon M. Cravens 43 General Manager of the Cory Orchard & Turf Division
(1988 to date) and Assistant General Manager of Cory
Orchard & Turf (1985 to 1988)
</TABLE>
EXECUTIVE COMPENSATION
Summary Information
- -------------------
The following table summarizes the total compensation for each of the
last three years of (i) the Company's Chief Executive Officer and (ii) any of
its other four most highly compensated executive officers who received salary
and bonus in excess of $100,000.
- 6 -
<PAGE> 9
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
-------------------
Name and Other
Principal Annual All Other
Position Year Salary $ Bonus $ Compensation $ Compensation $
- -------- ---- -------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Arthur F. Doust 1995 53,225 17,000 3,000(a) 2,177(b)
Chairman and 1994 40,379 24,000 3,000(a) 3,863(b)
CEO 1993 40,225 12,000 3,000(a) 2,611(b)
Robert W. Woolf 1995 102,086 18,125 3,000(a) 3,726(b)
President and 1994 87,899 25,500 3,000(a) 6,804(b)
COO 1993 83,573 15,000 3,000(a) 4,929(b)
<FN>
(a) Director Fees paid for service on Board of Directors.
(b) Company's profit sharing plan contribution to Mr. Doust's account and
Mr. Woolf's account.
</TABLE>
The Company has not awarded any restricted stock, granted any
options/SARs, or made any payouts under long-term incentive plans.
During the year ended December 31, 1995, each Director of the Company
was compensated for services as a Director by the total payment of $3,000 for
the four regularly scheduled meetings. After December 21, 1993, outside or
independent Directors are compensated $400 for attending special meetings that
are scheduled on days other than the regular quarterly meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- -----------------------------------------------------------
The Compensation Committee consists of Arthur F. Doust and Robert W.
Woolf, each of whom is an executive officer of the Company, and Robert F. Veh
and W. Burton Lloyd, independent directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- -------------------------------------------------------
This report sets forth the compensation policies of the Compensation
Committee applicable to the Company's executive officers and the relationship of
corporate performance to executive compensation.
The Company's compensation package for its executive officers consists
of base salary, annual performance-based bonus and participation in the
Company's Profit Sharing Plan. These particular elements are further explained
below. Compensation of the Chief Executive Officer and other executive officers
are determined based upon the subjective analysis of the Board of Directors.
There is no direct relationship between Company performance and either of the
primary components of executive compensation.
Base salaries are determined primarily on the basis of salaries being
paid in the competitive marketplace, Company-wide performance and each executive
officer's responsibilities, individual performance, knowledge, ability, time in
position and prior experience. Salaries are adjusted annually as determined by
individual performance, the competitive marketplace, Company-wide performance
and changes in the cost of living. In general, base salaries are set at levels
believed by the Committee to be sufficient to attract and retain qualified
individuals when considered with the other components of the Company's
compensation structure.
Annual performance-based bonuses are determined at year end by the
Committee for the Chief Executive Officer and each executive officer, with the
amount for each depending upon individual accomplishments and the
- 7 -
<PAGE> 10
overall performance of the Company, as weighted and applied on an individual
basis by the Compensation Committee. Performance bonuses for executive officers
have historically not exceeded 30% of base compensation.
The Company's Profit Sharing Plan is qualified under Section 401(a) of
the Internal Revenue Code and is for the benefit of all employees who complete a
specified number of hours of service to the Company each Plan year and are
employees through year-end. The Board of Directors of the Company determines the
amount to be contributed from income to the Plan for each year based upon
Company performance, historical contribution levels and other factors deemed
appropriate by the Board. Company contributions to the Plan are allocated to the
accounts of eligible employees pro rata according to each employee's annual
compensation, without any variance of such formula for executive officers.
Retirement, disability or death benefits under the Plan commence on the earlier
of retirement, disability or death of an eligible employee, based upon the
employee's Plan account balance. Upon termination of employment for reasons
other than retirement, disability or death, rights of eligible employees depend
upon their number of years of service to the Company. All executive officers of
the Company are currently participating in the Profit Sharing Plan.
The Company has not entered into any employment contracts or
termination of employment and change-in-control arrangements with any officer or
employee.
The foregoing report has been furnished by Arthur F. Doust, W. Burton
Lloyd, Robert F. Veh, and Robert W. Woolf, as members of the Compensation
Committee of the Board of Directors.
Arthur F. Doust W. Burton Lloyd
Robert F. Veh Robert W. Woolf
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Common Stock against
the cumulative total return of the S & P 500 Stock Index and the Diversified
Mfg. Group for the five year period ended December 31, 1995.
Assumes that the value of the investment in Chemi-Trol Chemical Common
Stock and each index was $100 on December 31, 1990, and that all dividends were
reinvested monthly.
<TABLE>
<CAPTION>
Source: S&P Compustat Base Year = 100 12/31/90
Company Name Dec.-90 Dec.-91 Dec.-92 Dec.-93 Dec.-94 Dec.-95
<S> <C> <C> <C> <C> <C> <C>
Chemi-Trol Chemical Co. 100.00 103.38 132.39 151.27 156.41 185.73
S&P 500 COMP-LTD 100.00 130.34 140.25 154.32 156.42 214.99
Manufacturing (Div.INDLS) 100.00 122.56 132.82 161.22 166.91 234.96
</TABLE>
INDEPENDENT AUDITORS
The firm of Ernst & Young, independent certified public accountants,
has audited the records of the Company since 1959. A representative of Ernst &
Young will be present at the Annual Meeting to make a statement if he so desires
and to respond to appropriate questions. The Board of Directors recommends that
the
- 8 -
<PAGE> 11
shareholders continue the services of this firm and appoint them to audit the
accounts of the Company for the year ended December 31, 1996. Shareholder
approval of the Company's independent certified public accountants is not
required by the Company's Code of Regulations or otherwise. If the shareholders
do not approve this appointment, other certified public accountants will be
considered by the Board of Directors.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of shareholders intended to be included in the 1997 Annual
Meeting Proxy Statement must be received by the Secretary, Chemi-Trol Chemical
Co., 2776 C.R. 69, Gibsonburg, Ohio 43431 no later than February 15, 1997.
Decisions about inclusion of such proposals in the proxy statement are subject
to the applicable rules and requirements of the Securities and Exchange
Commission.
NOMINATIONS FOR THE BOARD OF DIRECTORS MADE BY A SHAREHOLDER
A nomination must be made by written notice and received by the
Secretary not less than 50 days nor more than 75 days prior to the meeting (or
if fewer than 60 days' notice or prior public disclosure of the meeting date is
given or made to shareholders, not later than the 10th day following the day on
which the notice of the date of the meeting was mailed or such public disclosure
was made). Such notice of nomination must contain certain information about the
proposed nominee and certain information about the shareholder proposing to
nominate such person. The Company may also require any proposed nominee to
furnish other information reasonably required by the Company to determine the
proposed nominee's eligibility to serve as a director. If a person is not
nominated in accordance with the foregoing procedures, such person would not be
eligible for election as a director.
A shareholder must provide written notice of such an intention to bring
business before an annual meeting not less than 60 nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting (or if the date
of the annual meeting is changed by more than 30 days from such anniversary
date, not later than the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made).
Such notice must contain a description of the business desired to be brought
before the meeting and certain information about the shareholder proposing such
business. If business is not brought by a shareholder in accordance with the
foregoing procedures, such business shall be declared not properly brought
before the meeting and shall not be discussed or presented for a vote by
shareholders.
OTHER MATTERS
The Board of Directors does not expect or intend to bring any business
before the meeting other than pertaining to the subjects referred to in this
Proxy Statement. However, in the event that other business does properly come
before the meeting, it is intended that the persons voting such proxies will
vote thereon according to their best judgment in the interest of the Company.
By Order of the Board of Directors
Kevin D. Lauck
Secretary
June 15, 1996
- 9 -
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Arthur F. Doust, Robert W. Woolf, and Kevin D. Lauck, as
[Company logo] Proxies, each with the power to appoint his substitute, and hereby authorizes PROXY them to
PROXY represent and to vote, as designated below, all the shares of common stock of Chemi-Trol
Chemi-Trol Chemical Co Chemical Co. held of record by the undersigned on June 15, 1996, at the annual meeting of
2776 C.R. 69 held of shareholders to be held on July 18, 1996 and any adjournment thereof.
Gibsonburg, OH 43431 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSALS 1 AND
2.
1. PROPOSAL TO ELECT A.F. DOUST, W.B. LLOYD and K.D. LAUCK as Directors for a term of three years and
until their successors are elected and qualified.
/ / FOR all nominees listed above / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed above
- -----------------------------------------------------------------------------------------------------------------------------
(Instruction: to withhold authority to vote for any individual nominee write that nominee's name in the space provided above)
2. PROPOSAL TO APPOINT ERNST & YOUNG as the independent auditors of the
company to audit the accounts of the Company for the year ended December
31, 1996
/ / FOR / / AGAINST / / ABSTAIN
The Proxies are authorized to use their discretion in voting upon such 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 SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. PROPOSALS 1 AND 2 ARE PROPOSED BY THE COMPANY.
Please sign exactly as name appears below. When shares are held by joint tenants, both
should sign. When signing as attorney, as
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.
-----------------------------------------
Signature
Dated: , 1996
-----
-----------------------------------------
Signature, if held jointly
</TABLE>
