SCHEDULE 14-A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 ) No fee required.
( ) 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:
..............................................................
<PAGE>
( ) 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>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 11, 1997
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 11, 1997 at 10:30 A.M. local time, for the following purposes:
1. 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 31, 1997.
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 24, 1997 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 consolidated 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 24, 1997
- --------------------------------------------------------------------------------
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>
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 11, 1997
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 11, 1997 at the Holiday Inn, Rockville Centre, New York at 10:30 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 , 1997.
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 both may vote
on the ratification of the selection of KPMG Peat Marwick LLP as the company's
independent public accountants. 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 LLP as the
Company's independent public accountants.
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.
1
<PAGE>
A copy of the Company's Annual Report, including consolidated financial
statements for the fiscal year ended December 31, 1996, 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 24, 1997, 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.
On such record date, the Company had 6,985,931 outstanding shares of
Common Stock and 8,500,454 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 LLP as the Company's
independent public accountants and on any other matter which may be properly
presented at the meeting. The presence at 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 current members of the Company's Board of Directors, who have
indicated that they intend to vote in favor of all of the Company's proposals,
own 1,299,482 shares ( 16.99%) of Common Stock and 952,955 shares ( 11.21%) of
Convertible Preferred Stock. (See Security Ownership of Certain Beneficial
Owners and Management.)
ELECTION OF DIRECTORS
---------------------
The Company's Restated Certificate of Incorporation provides for the
Board of Directors to be composed of two classes. One class of four directors is
to be elected only by the holders of the Company's Convertible Preferred Stock
and the other class of five 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.
2
<PAGE>
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 1998 Annual
Meeting of Shareholders.
<TABLE>
<CAPTION>
PRINCIPAL YEAR FIRST ELECTED
NAME AGE OCCUPATION AS DIRECTOR
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION AS
COMMON STOCK DIRECTORS:
RAPHAEL M. BRACKMAN 71 Retired Corporate 1970
Executive
GERALD S. DEUTSCH 60 Certified Public 1988
Accountant and
Attorney
BERNARD KORN 72 Chairman of the Board, 1964
President and Chief
Executive Officer of
the Company
CARL L. SUSSMAN 72 Private Investor 1964
JAMES W. STEWART 50 Executive Vice President, 1982
Treasurer and Secretary
of the Company
NOMINEES FOR ELECTION
AS CONVERTIBLE PREFERRED
STOCK DIRECTORS:
JACK ROSE 78 Private Investor 1983
RONALD MILLER 53 Partner, Miller 1983
& Hearn, Attorneys
WILLIAM KOON 67 President, Lord's Enterprises, 1983
Grain Merchants
DONALD K. MACNEILL 75 Retired Corporate 1988
Executive
</TABLE>
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth, as of April 24, 1997, information with
respect to equity ownership by directors of the Company, holders of over 5% of a
class of stock and of directors and officers of the Company as a group.
<TABLE>
<CAPTION>
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 (1)(7) 7.23% 587,472 6.91%
CARL L. SUSSMAN 255,787 (2)(7) 3.34% -- --
RAPHAEL M. BRACKMAN 48,000 (7) (6) -- --
GERALD S. DEUTSCH 37,500 (5)(7) (6) 5,706 (5) (6)
JACK ROSE 113,480 (7) 1.48% 266,089 3.13%
JAMES W. STEWART 120,000 (7) 1.57% -- --
RONALD MILLER 27,500 (3)(7) (6) 28,890 (6)
WILLIAM KOON 74,410 (4)(7) (6) 64,798 (6)
DONALD K. MACNEILL 70,000 (6) - --
ESTATE OF JACK FARBER 497,670 (1) 6.51% 758,915 (1) 8.93%
ALL DIRECTORS AND
OFFICERS AS A GROUP 1,299,482 16.99% 952,955 11.21%
</TABLE>
* For the purposes of this table, "Beneficial Ownership" is defined as set forth
in rule 13d-3 under the Securities Exchange Act of 1934, 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,
the Estate of Jack Farber and all directors and officers as a group would be
7.06%, 7.78% and 13.95%, respectively.
4
<PAGE>
(1) If only the Farber Estate were to convert its Convertible Preferred Stock
into Common Stock, its percentage of ownership of Common Stock would be 14.95%.
If only Mr. Korn were to convert his Convertible Preferred Stock, his percentage
of ownership of Common Stock would be 13.85%.
(2) Includes 32,350 shares of Common Stock owned by Mr. Sussman's wife, of which
shares Mr. Sussman disclaims beneficial ownership.
(3) Includes 24,015 shares of Convertible Preferred Stock owned by Mr. Miller's
wife, of which shares Mr. Miller disclaims beneficial ownership.
(4) Includes 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.
(5) Includes 10,000 shares of Common Stock and 5,706 shares of Convertible
Preferred Stock owned by Mr. Deutsch's wife, of which shares Mr. Deutsch
disclaims beneficial ownership.
(6) Messrs. Brackman, Deutsch, Miller 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 13d-(3)-(d)(1)
of the Exchange Act. As a result, their respective percentages of ownership have
not been disclosed.
(7) 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
- -------------------------------------------------------------------
Certain Company officers and directors also serve as officers and directors of
certain subsidiaries of the Company.
In 1991, Mr. Korn paid approximately $120,000 in disgorgement of profit,
interest and penalties, and agreed to the entry against him of a permanent
injunction which enjoins him from violating Sections 10(b) and 14(e) of the
Securities Exchange Act of 1934 (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
1992, Mr. Korn pleaded guilty on the same facts to one count of violating
Section 14(e) of the "34 Act" and Rule 14e-3 thereunder. Section 14(e) of the
"34 Act" and Rule 14e-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.
5
<PAGE>
INFORMATION CONCERNING OPERATION OF THE BOARD OF DIRECTORS
- ----------------------------------------------------------
During the year ended December 31, 1996, the Board of Directors had five
meetings. All of the directors were present at all of such meetings during the
period they served as directors.
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
1996, 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 1996 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 Convertible Preferred Stock.
The members of the Common Stock Directors Nominating Committee are Messrs. Korn,
Sussman and Stewart. This committee met once during 1996 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.
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.
6
<PAGE>
NAME, AGE AND POSITION BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ---------------------- ------------------------------------------
BERNARD KORN, 72 From prior to January 1992 to
Chairman of the Board, President, present, President, Chairman of the Board
Chief Executive Officer and Chief Executive Officer of the Company
JAMES W. STEWART, 50 From prior to January 1992, Executive
Executive Vice President, Vice President and Treasurer of the
Treasurer, Secretary 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 fiscal years ended December 31, 1996, 1995 and 1994 to
the Company's Chief Executive Officer, James W. Stewart and Paul Selden, the
only officers of the Company and its subsidiaries whose compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
- --------------------------
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS ($) OPTIONS #
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bernard Korn
Chairman of the Board, 1996 250,000 -- --
President, Chief Executive 1995 228,846 -- 200,000
Officer and Director 1994 200,000 -- 110,000
James W. Stewart
Executive Vice President, 1996 150,000 -- --
Treasurer, Secretary 1995 135,192 -- 35,000
and Director 1994 115,000 -- 65,000
Paul Selden
President, Atlantic Hardware 1996 200,000 111,796 50,000
and Supply Corporation 1995 124,000 61,900 50,000
</TABLE>
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- ---------------------------------
The following table sets forth information concerning the value of unexercised
stock options at the end of the 1996 fiscal year for the persons named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT FISCAL AT FISCAL
ACQUIRED ON VALUE YEAR-END YEAR-END
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
(#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BERNARD KORN 0 0 310,000 $ 130,280/0
JAMES W. STEWART 0 0 100,000 $ 40,630/0
PAUL SELDEN 0 0 50,000 $ 15,400/0
</TABLE>
Mr. Korn is employed pursuant to an employment agreement (the "Agreement"),
expiring December 31, 1998 at an annual compensation of $250,000 for fiscal
years 1997 and 1998. 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 expiring December
31, 1998 at a compensation of $150,000 annually.
Since the Company's acquisition of Atlantic Hardware and Supply Corporation on
May 19, 1995, Mr. Selden has been employed pursuant to an employment agreement
(the "Agreement") expiring December 31, 1998 at a compensation of $200,000
annually. The agreement also provides for additional incentive compensation
based upon a percentage of the earnings, as defined, of Atlantic Hardware and
Supply Corporation.
The Company paid Mr. Deutsch an aggregate of $30,000 for fees for professional
services rendered to the Company and its subsidiaries during 1996.
Since October 25, 1995, members of the Board of Directors, other than those
employed by the Company or its subsidiaries, receive a fee of $l,000 for each
meeting of the Board attended, limited to $4,000 per annum, in addition to an
annual retainer of $8,000.
8
<PAGE>
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, One Jericho Plaza,
Jericho, New York 11753 as independent public accountants for the Company for
the fiscal year ending December 31, 1997. That firm, which has served the
Company in such capacity since the Company's inception in 1964, 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 31,
1996 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 31, 1997.
SHAREHOLDERS PROPOSALS FOR 1998 ANNUAL MEETING
- ----------------------------------------------
Any shareholder proposal intended to be presented at the Company's 1998 Annual
Meeting must be received by the Secretary of the Company, 3601 Hempstead
Turnpike, Suite 121-I, Levittown, New York 11756-1315, no later than January 5,
1998 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 judgment.
By Order of the Board of Directors,
James W. Stewart
Secretary
Levittown, New York
April 24, 1997
9
<PAGE>
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 11, 1997 or any adjournments thereof.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
COLONIAL COMMERCIAL CORP. PREFERRED STOCK
June 11, 1997
<TABLE>
<CAPTION>
Please Detach and Mail in the Envelope Provided
====================================================================================================================================
---
A / X / Please mark your
--- votes as in this
example.
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Nominees for Preferred
Directors: Stock Directors: 2. Proposal to ratify the
WILLIAM KOON selection of KPMG
RONALD MILLER Peat Marwick LLP as
JACK ROSE independent public
DONALD K. MACNEILL accountants of the
company for the
fiscal year ending
December 31, 1997.
For, except vote withheld from the following nominee(s):
- ------------------------------ 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. KOON, MILLER, ROSE AND MACNEILL AND THE RATIFICATION OF
THE SELECTION OF KPMG PEAT MARWICK LLP.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
SIGNATURES DATE SIGNATURES DATE
------------------ --------- ---------------------- ----------
</TABLE>
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>
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 11,
1997 or any adjournments thereof.
(To Be Signed on Reverse Side)
<PAGE>
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
COLONIAL COMMERCIAL CORP. COMMON STOCK
June 11, 1997
Please Detach and Mail in the Envelope Provided
<TABLE>
<CAPTION>
====================================================================================================================================
---
A / X / Please mark your
--- votes as in this
example.
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Nominees for Preferred
Directors: Stock Directors: 2. Proposal to ratify the
RAPHAEL M.BRACKMAN selection of KPMG
GERALD S. DEUTSCH Peat Marwick LLP as
BERNARD KORN independent public
JAMES W. STEWART accountants of the
CARL L. SUSSMAN company for the
fiscal year ending
December 31, 1997.
For, except vote withheld from the following nominee(s):
- -------------------------------- 3. In their discretion, the proxies are authorized
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 LLP.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
SIGNATURES DATE SIGNATURES DATE
------------------ --------- ---------------------- ----------
</TABLE>
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.
