<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of l934
Filed by the Registrant (X) Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
( ) Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
COLONIAL COMMERCIAL CORP.
-------------------------
(Name of Registrant as Specified In Its Charter)
James W. Stewart, Executive Vice President
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
l) 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.
l) Amount Previously Paid:
........................
2) Form, Schedule or Registration Statement No.:
........................
3) Filing Party:
........................
4) Date Filed:
........................
<PAGE> 2
COLONIAL COMMERCIAL CORP.
360l HEMPSTEAD TURNPIKE, SUITE 121-I
LEVITTOWN, NEW YORK 11756-1315
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 1995
----------------------------------------
To the holders of Common Stock and
Convertible Preferred Stock:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Colonial
Commercial Corp. will be held at the Holiday Inn, Rockville Centre, New York on
June 7, l995 at l0:30 A.M., local time, for the following purposes:
l. To elect five Common Stock directors to serve for the term set
forth in the accompanying proxy statement.
2. To elect four Preferred Stock directors to serve for the term
set forth in the accompanying proxy statement.
3. To consider and act upon a proposal to ratify the selection by the
Company's Board of Directors of KPMG Peat Marwick LLP, as the independent
public accountants of the Company for the fiscal year ending December 3l,
l995.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of shares of Common Stock and Convertible Preferred
Stock at the close of business on April 20, l995 are entitled to notice of and
to vote at the meeting. Only holders of shares of Common Stock will be entitled
to vote for the election of Common Stock directors, and only holders of
Convertible Preferred Stock will be entitled to vote for the election of
Preferred Stock directors.
A proxy statement and proxy form are enclosed herewith. A copy of the
Company's Annual Report, including financial statements, has been mailed to all
shareholders with this Notice of Annual Meeting.
By Order of the Board of Directors,
James W. Stewart,
Secretary
Levittown, New York
April 28, l995
IMPORTANT
You are cordially invited to attend the Annual Meeting. Whether or not you are
planning to attend, please sign, date and return the accompanying proxy as soon
as possible. A postage-paid, self-addressed envelope is enclosed for your
convenience.
<PAGE> 3
COLONIAL COMMERCIAL CORP.
3601 HEMPSTEAD TURNPIKE, SUITE 121-I
LEVITTOWN, NEW YORK 11756-1315
----------------------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 7, l995
----------------------------------
PROXY STATEMENT
---------------
This proxy statement is furnished in connection with the solicitation of
proxies, in the form enclosed herewith by the Board of Directors of Colonial
Commercial Corp., for use at the Annual Meeting of Shareholders to be held on
June 7, l995 at the Holiday Inn, Rockville Centre, New York at l0:30 A.M., or
any adjournments thereof. This proxy statement and the enclosed form of proxy
have been mailed to shareholders on or about April 29, l995.
All shares represented by a properly executed, unrevoked proxy received in
time for the meeting will be voted in accordance with the directions specified
thereon and, as to any other matter properly coming before the meeting (none of
which is presently known to the Board of Directors), in accordance with the
judgment of the persons designated as proxies. Each proxy given by a shareholder
may be revoked by him at any time prior to exercise by written notice to the
Secretary of the Company.
Only holders of Common Stock may vote with respect to the election of Common
Stock directors. Any proxy received from a holder of Common Stock on which no
direction is specified will be voted in favor of the nominees for election as
Common Stock directors listed in this proxy statement.
Only holders of Convertible Preferred Stock may vote with respect to the
election of Preferred Stock directors. Any proxy received from a holder of
Convertible Preferred Stock on which no direction is specified will be voted in
favor of the nominees for election as Preferred Stock directors listed in this
proxy statement.
Holders of Common Stock and Convertible Preferred Stock may vote on the
ratification of the selection of KPMG Peat Marwick LLP as the Company's
auditors. Any proxy received from a holder of Common Stock and Convertible
Preferred Stock on which no direction is specified will be voted in favor of the
ratification of the selection of KPMG Peat Marwick as the Company's auditors.
The cost of solicitation of proxies will be borne by the Company. Proxies will
be solicited personally by the officers, directors or regular employees of the
Company, who will not be compensated for such services.
A copy of the Company's Annual Report, including financial statements for the
fiscal year ended December 3l, l994 has been mailed with this proxy statement to
each holder of shares of Common Stock and Convertible Preferred Stock of record
at the close of business on April 20, l995, the record date fixed by the Board
of Directors for the determination of the shareholders entitled to notice of and
to vote at the Annual Meeting.
<PAGE> 4
On such record date, the Company had 6,685,910 outstanding shares of Common
Stock and 8,800,475 shares of Convertible Preferred Stock. Each share of Common
Stock is entitled to one vote for the election of Common Stock directors, and
each share of Convertible Preferred Stock is entitled to one vote for the
election of Convertible Preferred Stock directors. Each share of Common Stock
and each share of Convertible Preferred Stock is entitled to one vote on the
ratification of the selection of KPMG Peat Marwick as the Company's auditors and
on any other matter which may be properly presented at the meeting. No other
securities of the Company are entitled to vote at the meeting. The presence of
the meeting in person or proxy, of the holders of one-third of the outstanding
shares of Common stock and one-third of the outstanding shares of Convertible
Preferred Stock is necessary to constitute a quorum.
The following table sets forth all persons who, to the knowledge of the
management of the Company, owned beneficially more than 5% of the outstanding
Common Stock or 5% of the outstanding Convertible Preferred Stock of the Company
as of April 20, l994.
<TABLE>
<CAPTION>
Name of Amount and
Title Address of Nature of Percent
of Class Beneficial Owner Beneficial Ownership* of Class
<S> <S> <C> <C>
Common Stock** Bernard Korn (l) 552,805 7.52%
1451 West Cypress 587,472 Convertible
Creek Road Preferred Stock 6.68%***
Ft. Lauderdale, FL
Jack Farber (2) 497,670 6.77%
National Bank of 758,915 Convertible
New York City Preferred Stock 8.62%***
38 Ave. & l38 St.
Flushing, NY
</TABLE>
*For the purposes of this table, "beneficial ownership" is defined as set
forth in Rule l3d-3 under the Securities Exchange Act of l934 as amended. Except
as set forth in the following Notes, each person listed in the table has sole
voting and sole investment power with respect to the shares of Common Stock and
Convertible Preferred Stock listed in the table.
**The shares of Common Stock listed in the table do not reflect the conversion
of the Company's Convertible Preferred Stock. If all of such Convertible
Preferred Stock were to be converted, the percentage of ownership of Messrs.
Korn and Farber would be 7.06 % and 7.78% , respectively.
***If only Mr. Farber were to convert his Convertible Preferred Stock into
Common Stock, his percentage of ownership of Common Stock would be 15.50%. If
only Mr. Korn were to convert his Convertible Preferred Stock, his percentage of
ownership of Common Stock would be 14.37%. If all of the Convertible Preferred
Stock were converted, the percentage of Common Stock of Mr. Farber and Mr. Korn
would be 7.78% and 7.06%, respectively.
(l) Includes 3l0,000 common shares subject to options, which are exercisable
within 60 days.
<PAGE> 5
ELECTIONS OF DIRECTORS
----------------------
The Company's Restated Certificate of Incorporation provides for the Board of
Directors to be composed of two classes. One class of directors is to be elected
only by the holders of the Company's Convertible Preferred Stock and the other
class of directors is to be elected only by the holders of the Company's Common
Stock. All directors will hold office for one year until the Annual Meeting next
following their election and until their respective successors shall be elected
and shall qualify.
Unless authority to vote for the proposed slate of directors or any individual
director is withheld, all shares represented by the accompanying proxy received
from a holder of Common Stock will be voted for the election of Messrs. Raphael
M. Brackman, Gerald S. Deutsch, Bernard Korn, Carl L. Sussman and James W.
Stewart and all shares represented by the accompanying proxy received from a
holder of Convertible Preferred Stock will be voted for the election of Messrs.
Jack Rose, Ronald Miller, William Koon and Donald K. MacNeill. The Company has
no reason to believe that any of the nominees will become unavailable to serve
as a director for any reason before the Annual Meeting. However, in the event
that any of them shall become unavailable, the persons designated as proxies
reserve the right to substitute another person of their choice when voting at
the Annual Meeting.
There are no family relationships among the directors, nominees or executive
officers nor any arrangement or understanding between any such director or
nominee and any other person pursuant to which any director or nominee was
selected as such.
The following table contains certain information with respect to each nominee
for election as a member of the Board. The information as to principal
occupation is in each instance based upon information furnished by each person.
The term of each director elected at the meeting will expire at the l996 Annual
Meeting of Shareholders.
<TABLE>
<CAPTION>
Year First
Principal Elected As
Name Age Occupation Director
Nominees for
Election as Common
Stock Directors:
<S> <C> <C>
Raphael M. Brackman 69 Consumer Credit l970
Consultant
Gerald S. Deutsch 58 Certified Public l988
Accountant and
Attorney
Bernard Korn 70 Chairman of the l964
Board, President
and Chief Executive
Officer of Company
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Nominees for Year First
Election as Common Principal Elected As
Stock Directors: Age Occupation Director
<S> <C> <C> <C>
Carl L. Sussman 70 Private Investor l964
James W. Stewart 48 Executive Vice l982
President,Treasurer
and Secretary of
the Company
Nominees for
Election as Convertible
Preferred Stock Directors:
Jack Rose 76 Private Investor l983
Ronald Miller 5l Partner, Henkener l983
& Miller, Attorneys
William Koon 65 President, Lord's l983
Enterprises, Grain
Merchants
Donald K. MacNeill 73 Consumer Credit l988
Consultant
</TABLE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 20, l995, information with respect
to equity ownership by directors of the Company, and of directors and officers
of the Company as a group.
Common Stock** Convertible Preferred Stock
--------------------- ---------------------------
Amount and Amount and
Nature of Nature of
Name of Beneficial Beneficial Percent Beneficial Percent
Owner Ownership* of Class Ownership of Class
- - -------------------- ---------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Bernard Korn........ 552,805 7.52% 587,472 6.68%
Carl L. Sussman..... 201,937 2.75% - -
Raphael M. Brackman. 50,000 (3) - -
Gerald S.Deutsch.... 27,500 (3) - -
Jack Rose........... 88,480 l.20% 266,089 3.02%
James W.Stewart..... 120,000 l.63% - -
Ronald Miller....... 27,500(l) (3) 3,924 (3)
William Koon........ 29,910(2) (3) 31,298 (3)
Donald K. MacNeill.. 70,000 (3) - -
All directors and
officers as a group,
including the above
persons............. 1,168,132 15.90% 888,783 l0.10%
</TABLE>
<PAGE> 7
*For the purposes of this table, "Beneficial Ownership" is defined as set
forth in rule l3d-3 under the Securities Exchange Act of l934, as amended.
Except as set forth in the following Notes, each person listed in the table has
sole voting and sole investment power with respect to the shares of Common Stock
listed in the table.
**The shares of Common Stock listed in the table do not reflect the conversion
of the Company's Convertible Preferred Stock. If all of such Convertible
Preferred Stock were to be converted, the percentage of ownership of Mr. Korn
and all directors and officers as a group would be 7.06% and 12.74%,
respectively.
(l) Excludes 24,015 shares of Convertible Preferred Stock owned by Mr.
Miller's wife, of which shares Mr. Miller disclaims beneficial ownership.
(2) Excludes 44,500 shares of Common Stock and 33,500 shares of Convertible
Preferred Stock owned by Mr. Koon's wife, of which shares Mr. Koon
disclaims beneficial ownership.
(3) Messrs. Brackman, Deutsch, Miller, Koon and MacNeill each are the
beneficial owners of less than one percent of the Company's outstanding
securities, excluding securities held by, or for the account of, the
Company or its subsidiaries, plus securities deemed outstanding pursuant
to Rule l3d-(3)-(d)(l) of the Exchange Act. As a result, their respective
percentages of ownership have not been disclosed.
(4) Includes 310,000, 100,000, 45,000, 70,000 and 27,500 common shares subject
to options which are exercisable within 60 days held by Messrs. Korn,
Stewart, Brackman, MacNeill and Deutsch, respectively, and 27,500 common
shares, subject to options, which are exercisable within 60 days held by
each of Messrs. Sussman, Koon, Rose and Miller and 662,500 common shares
subject to options, which are exercisable within 60 days held by all
directors and officers as a group.
Additional Information Concerning Members of the Board of Directors
Except as follows, each director held the occupation listed in the first
table under "Election of Directors" for more than the last five years. In
addition, certain Company officers and directors also serve as officers and
directors of certain subsidiaries of the Company.
From prior to January l989, Mr. Stewart was Executive Vice President and
Treasurer of the Company. Since December 3l, l993, Mr. Stewart has been
Secretary of the Company.
Since January l, l994, Mr. Brackman has been an independent consumer credit
consultant. From prior to January l988 to December 3l, l993, Mr. Brackman was
Executive Vice President and Secretary of the Company.
Since January l, l993, Mr. MacNeill has been an independent consumer credit
consultant. From October l989 to December 3l, l992, Mr. MacNeill was President
<PAGE> 8
of Capital Recovery and Subrogation, Inc., a wholly-owned subsidiary of the
Company. Since prior to January l988 to October l989, Mr. MacNeill was President
of Southern Mortgage Associates, Inc., a wholly-owned subsidiary of the Company.
In l99l, Mr. Korn paid approximately $l20,000 in disgorgement of profit,
interest and penalties, and agreed to the entry against him of a permanent
injunction which enjoins him from violating Sections l0(b) and l4(e) of the
Securities Exchange Act of l934 (the "34 Act") to settle allegations which
were brought against him by the Securities and Exchange Commission ("SEC") and
which Mr. Korn did not admit or deny. The SEC alleged that Mr. Korn had violated
the federal securities laws in relation to trading in securities of an unrelated
company which the SEC claimed that Mr. Korn had reason to know was the subject
of a tender offer. Mr. Korn was not a director or officer of this company. In
l992, Mr. Korn pleaded guilty on the same facts to one count of violating
Section l4(e) of the '34 Act and Rule l4e-3 thereunder. Section l4(e) of the '34
Act and Rule l4e-3 thereunder in essence prohibit a person from trading in
securities of a company which he has reason to know is subject to a tender
offer, even if the person has no duty to the company to keep its information
confidential.
Information Concerning Operation of the Board of Directors
During the year ended December 3l, l994, the Board of Directors had four
meetings. All of the directors were present at all of such meetings during the
period they served as directors except Raphael M. Brackman, who was absent for
two meetings and Gerald S. Deutsch, who was absent for one meeting.
Colonial Commercial Corp. has an Audit Committee, a Convertible Preferred
Stock Directors Nominating Committee and Common Stock Directors Nominating
Committee.
The members of the Audit Committee are Messrs. Ronald Miller (Chairman), Jack
Rose, William Koon and Carl L. Sussman. This committee, which met once during
l994, is responsible for meeting with Colonial Commercial Corp.'s independent
accountants to review the proposed scope of the annual audit of Colonial
Commercial Corp.'s books and records, reviewing the findings of the independent
accountants upon completion of the annual audit,and reporting to the Board of
Directors with respect to its meeting with the independent accountants.
The members of the Convertible Preferred Stock Directors Nominating Committee
are Messrs. Jack Rose (Chairman), Ronald Miller and William Koon. This committee
met once during l994 and is responsible for recommending to the Board of
Directors, the name of qualified persons to be nominated for election as
directors of Colonial Commercial Corp. who are to be elected by the holders of
the Convertible Preferred Stock.
The members of the Common Stock Directors Nominating Committee are Messrs.
Korn, Sussman and Stewart. This committee met once during l994 and is
responsible for recommending to the Board of Directors, the names of qualified
persons to be nominated for election as directors of Colonial Commercial Corp.
who are to be elected by the holders of the Common Stock.
<PAGE> 9
Executive Officers of the Company
The names, ages and positions of the Company's executive officers are listed
below, along with a brief account of their business experience during the last
five years. Officers are appointed annually by the Board of Directors at its
first meeting following the Annual Meeting of Shareholders and from time to time
at the pleasure of the Board. There are no family relationships among these
officers, nor any arrangement or understanding between any such officers and any
other person pursuant to which any of such officers were selected as executive
officers.
Business Experience During
Name, Age and Position Past Five Years
Bernard Korn, 70 From prior to January l988 to
Chairman of the Board, President, present, President, Chairman
Chief Executive Officer of the Board and Chief Exec-
utive Officer of the Company
James W. Stewart, 48 From prior to January l989,
Executive Vice President, Executive Vice President and
Treasurer, Secretary Treasurer of the Company.
Since December 31, 1993,
Secretary of the Company.
Executive Compensation
The following table sets forth information about compensation paid or accrued
by the Company during the calendar years ended December 3l, l994, l993 and l992
to the Company's Chief Executive Officer and James W. Stewart, the only other
officer of the Company whose compensation exceeded $l00,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Name and Principal Salary Options
Position Year ($) #
Bernard Korn
Chairman of the Board, l994 200,000 -
President, Chief Executive l993 200,000 200,000
Officer and Director l992 200,000 ll0,000
James W. Stewart
Executive Vice President, l994 115,000 -
Treasurer, Secretary l993 ll5,000 35,000
and Director l992 ll5,000 65,000
<PAGE> 10
Aggregated Option Exercises in Last Calendar Year and
Calendar Year-End Option Values
The following table sets forth information concerning the value of
unexercised stock options at the end of the l994 calendar year for the persons
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Options at Option at
Shares Calendar Calendar
Acquired On Value Year-End Year-End
Exercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Bernard Korn -0- -0- 310,000/0 $33,250/0
James W.Stewart -0- -0- l00,000/0 $ 9,250/0
</TABLE>
Mr. Korn is employed pursuant to an employment agreement (the "Agreement"),
expiring December 31, 1996, at a compensation of $428,667 annually for the
period ending June 30, l995 and increasing annually thereafter in accordance
with cost of living increases. Mr. Korn has voluntarily waived $216,182 of
compensation in l994 and has agreed to limit his total compensation to $200,000
for calendar l995. In the event of Mr. Korn's death, the agreement provides for
continued compensation payments for a period of one year, as well as a widow's
benefit of $5,000. In the event of Mr. Korn's disability, he will receive
compensation for the balance of the term of the agreement at the rate of
compensation then in effect.
Mr. Stewart is employed pursuant to an employment agreement (the
"Agreement"), expiring December 3l, l996, at a compensation of $ll5,000
annually.
The Company paid Mr. Deutsch an aggregate of $30,000 for fees for
professional services rendered to the Company and its subsidiaries during l994.
Since January l, l992, members of the Board of Directors, other than those
employed by the Company or its subsidiaries, receive a fee of $500 for each
meeting of the Board attended, limited to $2,000 per annum, in addition to an
annual retainer of $8,000.
<PAGE> 11
RATIFICATION OF SELECTION OF ACCOUNTANTS
There will be presented to the meeting for ratification the selection by the
Company's Board of Directors of KPMG Peat Marwick LLP, ll0 East Broward Blvd.,
Fort Lauderdale, Florida as independent public accountants for the Company for
the fiscal year ending December 3l, l995. That firm, which has served the
Company in such capacity since the Company's inception in l964, has no other
relationship with the Company or its subsidiaries. Representatives of KPMG Peat
Marwick LLP will be present at the Annual Meeting and will be provided an
opportunity to make a statement if they desire to do so. Such representatives
are also expected to be available to respond to appropriate questions raised at
the Annual Meeting.
The affirmative vote of the holders of a majority of the shares of Common
Stock and Convertible Preferred Stock of the Company, voting together in person
or by proxy, as one class, is required to ratify such selection.
Services rendered by KPMG Peat Marwick LLP, during the year ended December 3l,
l994 related mainly to the audit function (which function included the
examination of the annual consolidated financial statements and consultation in
connection with the Company's filing of reports with the Securities and Exchange
Commission).
The Board of Directors recommends a vote FOR the ratification of the
appointment of KPMG Peat Marwick LLP, as the Company's independent public
accountants for the fiscal year ending December 3l, l995.
SHAREHOLDERS PROPOSALS FOR 1996 ANNUAL MEETING
Any shareholder proposal intended to be presented at the Company's l996 Annual
Meeting must be received by the Secretary of the Company, 360l Hempstead
Turnpike, Suite l2l-I, Levittown, New York ll756-l3l5, no later than January 5,
l996 in order to be considered for inclusion in the proxy statement and form of
proxy for such meeting.
OTHER MATTERS
Management of the Company knows of no matters to be presented at the Annual
Meeting other than the matters set forth in this proxy statement. However, if
any other matters properly come before the meeting, the persons designated as
proxies intend to vote such proxies in accordance with their best judgement.
By Order of the Board of Directors,
James W. Stewart,
Secretary
Levittown, New York
April 28, l995
<PAGE> 12
Front Side of Common Stock Proxy Card
- - --------------------------------------------------------------------------------
COLONIAL COMMERCIAL CORP
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard Korn, James W. Stewart and Donald
K. MacNeill, and each of them jointly and severally, proxies, with full power of
substitution and revocation, to vote on behalf of the undersigned all shares of
Common Stock of Colonial Commercial Corp. which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held on June 7, l995 or any
adjournments thereof.
(To be Signed on Reverse Side)
See
Reverse
Side
- - --------------------------------------------------------------------------------
<PAGE> 13
Back Side of Common Stock Proxy Card
- - --------------------------------------------------------------------------------
Please mark your
/X /votes as in this
example.
Nominees
For
Common
Stock
FOR WITHHELD Directors: 2.Proposal to ratify the
l.Election / / / / Raphael M.Brackman selection of KPMG Peat
of Gerald S. Deutsch Marwick as independent
Directors: Bernard Korn public accountants of
James W. Stewart the Company for the
For,except vote withheld Carl L. Sussman fiscal year ending
from the following December 3l, l995.
nominee(s):
FOR AGAINST ABSTAIN
- - ------------------------- / / / / / /
3.In their discretion, the proxies
are authorized to vote upon
such other business as may
properly come before the
meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION AS DIRECTORS OF MESSRS. BRACKMAN, DEUTSCH, KORN, STEWART AND
SUSSMAN AND THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURES DATE SIGNATURES DATE
____________ ____ _____________ ____
Note: Please sign exactly as ownership appears on this proxy. When
signing as 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> 14
Front Side of Convertible Preferred Stock Proxy Card
- - --------------------------------------------------------------------------------
COLONIAL COMMERCIAL CORP.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard Korn, James W. Stewart and Donald
K. MacNeill, and each of them, jointly and severally, proxies, with full power
of substitution and revocation, to vote on behalf of the undersigned all shares
of Convertible Preferred Stock of Colonial Commercial Corp. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
on June 7, l995 or any adjournments thereof.
(To be Signed on Reverse Side)
See
Reverse
Side
- - --------------------------------------------------------------------------------
<PAGE> 15
Back Side of Convertible Preferred Stock Proxy Card
- - --------------------------------------------------------------------------------
Please mark you
/ X/ votes as in this
example.
Nominees
For
Preferred
Stock
FOR WITHHELD Directors: 2.Proposal to ratify the
l.Election / / / / William Koon selection of KPMG Peat
of Ronald Miller Marwick as independent
Directors: Jack Rose public accountants of
Donald K.MacNeill the Company for the
For, except vote withheld fiscal year ending
from the following December 3l, l995.
nominee(s):
FOR AGAINST ABSTAIN
/ / / / / /
3.In their discretion,
the proxies are author-
ized to vote upon such
other business as may
properly come before
the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION AS DIRECTORS OF MESSRS. KOON, MILLER, ROSE AND MACNEILL AND THE
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURES DATE SIGNATURES DATE
______________ ____ _____________ ____
Note: Please sign exactly as ownership appears on this proxy. When signing as
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.
- - --------------------------------------------------------------------------------
