[COMPANY LOGO] GENERAL MAGNAPLATE CORPORATION
1331 U.S. ROUTE 1 - LINDEN, NEW JERSEY 07036
PHONE (908) 862-6200 - FAX (908) 862-6110
October 6, 1995
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of the
Company which will be held at the Company offices, 1331 U.S. Route 1, Linden,
New Jersey 07036 at 2:00 P.M., E.S.T., on November 8, 1995.
Although you may presently plan to attend the Annual Meeting, we urge you to
indicate your approval in the spaces provided on the enclosed proxy form by
voting FOR the election of directors named in the annexed proxy statement, FOR
the ratification of the selection by management of the Company's independent
auditors, and FOR such other matters as may properly come before the Annual
Meeting. Please then date, sign and return the proxy form promptly. If you are a
Shareholder of record and attend the Annual Meeting, as we hope you will, you
may vote in person even if you have previously mailed a proxy form.
We look forward to seeing as many of you as possible at the Annual Meeting.
Sincerely,
/s/ CHARLES P. COVINO
CHARLES P. COVINO
Chairman, Board of Directors
and Chief Executive Officer
<PAGE>
[COMPANY LOGO] GENERAL MAGNAPLATE CORPORATION
1331 U.S. ROUTE 1 - LINDEN, NEW JERSEY 07036
PHONE (908) 862-6200 - FAX (908) 862-6110
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
GENERAL MAGNAPLATE CORPORATION:
The Annual Meeting of the Shareholders of General Magnaplate Corporation will
be held at the Company offices, 1331 U.S.Route 1, Linden, New Jersey 07036, on
November 8, 1995 at 2:00 P.M., E.S.T., for the following purposes:
1. To elect seven directors to serve until their respective successors shall
be elected and qualified;
2. To ratify the selection by management of the Company's independent
auditors for the fiscal year ended June 30, 1996;
3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
Only holders of Common Stock of the Company of record at the close of
business on October 6, 1995 are entitled to notice of and to vote at the
Meeting, or any adjournments thereof. A complete list of such shareholders will
be open to the examination of any shareholder at the Company's principal
executive offices at 1331 U.S. Route 1, Linden, New Jersey for a period of 10
days prior to the Meeting. The Meeting may be adjourned from time to time
without notice other than by announcement at the Meeting. Shareholders are
cordially invited to attend the Meeting in person.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN
PERSON, PLEASE COMPLETE, DATE, SIGN, FOLD AND INSERT THE ENCLOSED PROXY CARD IN
THE POSTAGE PAID ENVELOPE PROVIDED. MAIL IT PROMPTLY, NO POSTAGE NEED BE AFFIXED
BY THE SENDER IF MAILED WITHIN THE UNITED STATES. EACH PROXY GRANTED MAY BE
REVOKED BY THE SHAREHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED.
IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN
DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED
TO ASSURE THAT ALL YOUR SHARES WILL BE VOTED.
This Notice, the accompanying Proxy Statement, and the Proxy enclosed
herewith are sent to you by order of the Board of Directors of the Company.
/s/ EDMUND V. AVERSENTI, JR.
EDMUND V. AVERSENTI, JR.
Secretary
Dated: Linden, New Jersey
October 6, 1995
<PAGE>
[COMPANY LOGO] GENERAL MAGNAPLATE CORPORATION
1331 U.S. ROUTE 1 - LINDEN, NEW JERSEY 07036
PHONE (908) 862-6200 - FAX (908) 862-6110
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 8, 1995
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished to shareholders by the Board of Directors
of General Magnaplate Corporation, a New Jersey corporation (the "Company"), in
connection with the solicitation of the accompanying Proxy for use at the Annual
Meeting of Shareholders (the "Meeting") to be held at the Company offices, 1331
U.S. Route 1, Linden, NJ 07036 on November 8, 1995 at 2:00 P.M., E.S.T., or at
any adjournments thereof.
Only holders of record on October 6, 1995, the record date for the Meeting,
will be entitled to notice of, and to vote at, the Meeting and any adjournments
thereof. Shares represented by proxies, in the accompanying form, which are
properly executed, duly returned and not revoked, will be voted for the election
as directors of the persons who have been nominated by the Board of Directors,
for the ratification of the appointment of Mauriello, Franklin & LoBrace as the
Company's independent auditors for the fiscal year ending June 30, 1996, and on
any other matter that may properly come before the Meeting, in accordance with
the judgment of the person or persons voting the proxies. A shareholder of
record may withhold authority to vote the shares owned by him with respect to
any nominee by writing a check mark in the space provided by the proxy that the
shareholder wishes to abstain. The execution of a proxy will in no way affect a
shareholder's right to attend the Meeting and vote in person. Any proxy executed
and returned by a shareholder may be revoked at any time thereafter in writing
prior to the Meeting, or orally at the Meeting, or by execution of a subsequent
proxy, except as to any matter or matters upon which a vote shall have been cast
pursuant to the authority conferred by such proxy prior to such revocation.
This Proxy Statement and the accompanying Proxy are being sent on or about
October 6, 1995 to shareholders entitled to vote at the Annual Meeting of
Shareholders. The cost of solicitation of the proxies solicited on behalf of the
Board of Directors will be borne by the Company. In addition to use of the
mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company without additional
compensation. The Company will, upon request, reimburse brokerage houses and
persons holding shares in the names of their nominees for their reasonable
expenses in sending soliciting material to their principals.
The management of the Company does not know of any matter to be considered at
the Meeting other than those set form in the accompanying Notice of Annual
Meeting of Shareholders. However, if any such matter, not now known, properly
comes before the Meeting, the persons named in the enclosed form of Proxy will
vote said Proxy at their discretion and in accordance with their best judgment
on such matters.
<PAGE>
VOTING AT THE MEETING
At the close of business on June 30, 1995, there were outstanding 2,774,013
shares of Common Stock ("Common Stock") of the Company. The only voting
securities of the Company are its shares of Common Stock. Holders of Common
Stock are entitled to one vote, in person or by proxy, for each share held in
their names as of the close of business on the record date. There are no
cumulative rights.
The presence, in person or by proxy, of holders of at least a majority of the
outstanding shares of Common Stock of the Company entitled to vote at the
Meeting is necessary to constitute a quorum at the Annual Meeting of
Shareholders. All action proposed herein may be taken upon the affirmative vote
of shareholders possessing a majority of the shares of Common Stock represented
at the Meeting, provided a quorum is present at the Meeting in person or by
proxy.
OWNERSHIP OF COMMON STOCK BY
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of June 30, 1995, information as to the
shares of Common Stock of the Company owned by each director and nominee for
election as a director and by all directors and executive officers of the
Company as a group.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name Interest (1) of Class
---- ----------------- ---------
<S> <C> <C>
S. Thomas Aitken (2) 23,040 .83%
Walter Alina (6) 16,000 .58%
Edmund V. Aversenti, Jr. (5) 6,500 .23%
Candida C. Aversenti (3) 459,500 16.6 %
Charles P Covino (4) 843,661 30.4 %
Harold P. Levin (7) 2,862 .10%
Edward A. Partenope, Jr. 3,000 .11%
James H. Wallwork 500 .01%
All current directors, and executive officers
as a group (8 persons) 1,355,063 48.8 %
</TABLE>
<PAGE>
(1) Unless otherwise indicated, each such beneficial owner holds the sole voting
and investment power over the shares beneficially owned.
(2) S. Thomas Aitken owns 9,900 of these shares in joint tenancy with his former
wife.
(3) Candida C. Aversenti is custodian for 142,800 of the shares for her
children. She is the daughter of Charles P. and Sylvia A. Covino and the
wife of Edmund V. Aversenti, Jr., and disclaims any interest in their
shares.
(4) Charles P. Covino disclaims any interest in the shares held by his wife,
Sylvia A. Covino or his daughter, Candida C. Aversenti, and his son-in-law
Edmund V. Aversenti, Jr.
(5) Edmund V. Aversenti, Jr. is custodian for 4,000 shares for his children, and
disclaims any interest in any shares held by his wife, Candida C. Aversenti,
or those shares held by Charles P. or Sylvia A. Covino.
(6) Walter Alina owns these shares in joint tenancy with his wife.
(7) Harold F. Levin disclaims any interest in shares held by his daughter,
daughter-in-law and granddaughters.
<PAGE>
CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of June 30, 1995, with respect
to any person (including any "group") as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended), who is known to management
of the Company to be the beneficial owner of more than five percent (5%) of any
class of the Company's voting securities.
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned of Ownership
---- ------------------ ------------
<S> <C> <C>
Sylvia A. Covino 273,968 9.9%
</TABLE>
Sylvia A. Covino disclaims any beneficial interest in the shares held by her
husband, Charles P Covino, her daughter, Candida C. Aversenti, or her
son-in-law, Edmund V Aversenti, Jr.
Charles P Covino, Sylvia A. Covino, Candida C. Aversenti and Edmund V.
Aversenti, Jr. own or control 1,583,629 shares or 57.1% of the outstanding
2,774,013 shares of the Company. Although each disclaims any beneficial interest
in the shares held by the others, they will continue to be able to exercise
substantial control over the affairs of the Company and may be deemed "parents"
of the Company as such term is defined in the Rules and Regulations under the
Securities Act of 1933.
NOMINEES FOR ELECTION AS DIRECTORS
Seven directors are to be elected at the Annual Meeting of Shareholders
(which number constitutes the entire Board of Directors of the Company). The
term of office for which each person who is a nominee will expire at the next
Annual Meeting of Shareholders, or when his successor shall have been elected
and qualified. Unless otherwise instructed, the proxyholders intend to vote the
proxies received by them FOR the seven nominees below. Each nominee named below
has consented to being nominated for a directorship and, to the best knowledge
of management, each nominee intends to serve the entire term for which election
is sought. If any nominee becomes unavailable for election for any reason, the
proxyholders will consult with management of the Company and follow the
directions of management of the Company with regard to voting the shares for
which they hold proxies. At this time, management of the Company has no reason
to believe that any nominee will be unwilling or unable to serve if elected as a
director of the Company. Each of the nominees is presently a member of the Board
of Directors.
As far as is known to the Company, there are no "family relationships", as
defined in Item 401(d) of Regulation S-K promulgated by the Securities and
Exchange Commission, between these persons or any executive officer except, that
as noted above, Candida C. Aversenti, President and Chief Operating Officer, is
the daughter of Dr. Charles P. Covino, Chairman and Chief Executive Officer, and
is also the wife of Edmund V. Aversenti, Jr, Vice President and Secretary, and
Corporate Director of Operations.
<PAGE>
The names of the nominees for Directors of the Company, their principal
occupation and certain information concerning them are set forth below:
S. THOMAS AITKEN, 57, former President and Chairman of the Board of Peoples
BanCorp, Fairfield, NJ. Mr. Aitken has been a Director since 1970.
CANDIDA C. AVERSENTI, 43, President and Chief Operating Officer Mrs.
Aversenti joined the Company in 1982 as Assistant to the Vice
President-Marketing, became Vice President-Marketing in May 1984, was elected to
the Board of Directors in August 1984, Executive Vice President in November 1984
and President and Chief Operating Officer in November 1986. She was formerly
Assistant to the Director of Labor Relations at Standard Brands, Inc. (now RJR
Nabisco Inc.). She is a graduate (Cum Laude) of Boston College, of Endicott
Junior College (with Honors), of the Paralegal Institute of New York, and was
previously employed by the Company during the summers of 1970-1974.
EDMUND V. AVERSENTI, JR., 51, Vice President and Secretary, and Corporate
Director of Operations, has been employed by the Company since June, 1985. For
the five years prior thereto be was District Manager (West) for M&T Chemicals
Corp.
with the Furane Division and Plating Chemicals Division.
CHARLES P. COVINO, 71, Chairman, Board of Directors, Chief Executive Officer
and a founding Director since 1959. He is the inventor of all the Company's
proprietary processes and directs all new process development. He has over 90
patents and trademarks worldwide. He is a graduate of Manhattan College and
studied at New York University Graduate School of Business. Previously, he had
studied mechanical engineering at the University of Alabama during service in
World War II. He has an honorary degree of Doctor of Humane Letters from
Philathea University in London, Ontario, Canada, and honorary degree of Doctor
of Science from Manhattan College; and has been a consultant to NASA, the Atomic
Energy Commission, the United Nations and the Bureau of Naval Weapons.
HAROLD F. LEVIN, 92, Director since 1959, was a Senior Partner of the law
firm of Levin & Weissman. He was General Counsel to the Company for more than
two full fiscal years.
EDWARD A. PARTENOPE, JR., 37. Since l986, Mr. Partenope has been a management
and computer consultant. During 1984-1986, he served as Assistant Vice
President/Corporate Planning for the Company. From 1981-1984 he was President of
Silicon Computer Co., Inc., a New Jersey automation and management consulting
firm. Mr. Partenope has been a director since 1987.
JAMES H. WALLWORK, 64, was the former owner/partner of Wallwork Brothers,
Inc., a HVAC wholesale distributor. Mr. Wallwork was a New Jersey State Senator
from 1968-1981.He is a West Point graduate (1952), and served in the U.S. Army
occupation forces from 1953-1955, and as a Major in the National Guard from
1956-1966.
BOARD OF DIRECTORS AND BOARD MEETINGS
The Board of Directors held four regularly scheduled meetings during the last
full fiscal year ended June 30,1995. Each of the Directors who served during the
preceding year attended all of the meetings.
<PAGE>
The Company has no standing nominating or compensation committees within its
Board of Directors, as any functions which might have been performed by such
committees are considered and determined by the Board of Directors itself.
Directors who are employees of the Company do not participate in any action of
the Board relating to executive compensation.
The Audit Committee, consisting of Messrs. Aitken and Partenope, met one time
during the fiscal year ending June 30, 1995. Its function is to receive and
review the results of the independent auditors of the Company's books and
records and to review matters relating to internal auditing, accounting policy
and procedures.
EXECUTIVE OFFICERS
The Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
------------------------------ --- -------------------------------------------------------------------
<S> <C> <C>
Charles P Covino.............. 71 Chairman, Board of Directors and Chief Executive Officer
Candida C. Aversenti.......... 43 President and Chief Operating Officer
Edmund V Aversenti, Jr........ 51 Vice President and Secretary, and Corporate Director of Operations
Walter P. Alina............... 63 Vice President
</TABLE>
Charles P. Covino -- for biographical information see above "Nominees for
Election as Directors".
Candida C. Aversenti -- for biographical information see above "Nominees for
Election as Directors".
Edmund V. Aversenti, Jr. -- for biographical information see above "Nominees for
Election as Directors".
Walter C. Alina joined the Company as Vice President in 1979. From 1967 to 1979
he was Plant Manager for Paramount Plating Co., a metal plating company.
<PAGE>
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
Remuneration
The following table sets forth certain information with respect to the
Company's Chief Executive Officer and each of the Directors or Executive
Officers of the Company and its subsidiaries as to whom aggregate cash and cash
equivalent forms of remuneration during the fiscal year ended June 30, 1995
exceeded $100,000 and with respect to all Directors and Executive Officers of
the Company and Executive Officers of its subsidiaries during such period. All
remuneration described in the table was paid by the Company.
<TABLE>
<CAPTION>
Name and Principle Position Summary Compensation Table
--------------------------- --------------------------
Salary Bonus Other (1)
---------------------------------------------------------
<S> <C> <C> <C> <C>
Charles P. Covino (2)....................... 1995 $179,255 $249,818* $1,436
Chairman, Board of Directors 1994 $179,090 $240,980* $2,040
and Chief Executive Officer 1993 $176,538 $251,264* $1,838
Candida C. Aversenti........................ 1995 $152,256 $72,244 $6,166
President and Chief Operating Officer 1994 $152,057 $63,892 $6,605
1993 $147,343 $72,363 $4,613
Edmund V Aversenti, Jr...................... 1995 $103,653 $29,024 $3,479
Vice-President, General Magnaplate 1994 $81,980 $23,105 $2,570
Corporate Director of Operations 1993 -- -- --
Thomas Templin.............................. 1995 $82,368 $25,409 $2,885
Executive Vice-President, 1994 $82,294 $16,163 $3,363
General Magnaplate Texas 1993 $81,519 $29,831 $3,316
</TABLE>
*Includes royalty payments of $75,219, $81,231 and $71,115 respectively.
Directors who are employees of the Company receive no compensation in their
capacities as directors. Directors who are not employees of the Company receive
a fee of $1,000 for each board meeting attended. The total for such Directors'
fees amounted to $16,000 in the fiscal year ended June 30, 1995. In addition,
all Directors are reimbursed, if requested, for reasonable expenses incurred in
attending meetings of the Board of Directors. No such requests for reimbursement
for expenses were made nor were any such expenses, if incurred, reimbursed.
Audit Committee members received $250.00 each per meeting.
(1) Includes disability insurance premiums, life insurance premiums, and a
company automobile.
(2) Does not include the Company's obligation to provide a nonqualified
retirement pension plan to its chief executive officer, Dr. Charles P.
Covino, which provides a monthly benefit dependent on date of retirement and
is payable for a period of fifteen years to the officer or to his wife in
the event of his death. The total accrued deferred compensation up to and
including the fiscal year ended June 30, 1995 amounted to $810,000.
<PAGE>
SHAREHOLDER PROPOSALS
The Board of Directors presently intends to hold next year's Annual Meeting
of Shareholders of the Company on or about mid-November, 1996. A Proxy Statement
and Notice of such Meeting will be mailed to shareholders approximately one
month prior to that date. Any interested shareholder may submit a proposal
concerning the Company to be considered by management of the Company for
inclusion in the Proxy Statement and form of Proxy relating to next year's
Annual Meeting of Shareholders. In order for any proposals to be considered by
management for inclusion, all proposals must be in writing in proper form and
received by the Company on or before August 1, 1996. Any shareholder so
interested may do so by submitting any such proposal to the Company. All
shareholder proposals must comply with Rule 14a-8 promulgated under the
Securities Exchange Act of 1934.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Mauriello, Franklin & LoBrace, of 45 Springfield Avenue, Springfield, New
Jersey 07081, has served as the Company's independent auditors for over thirty
years, and for the fiscal year ended June 30, 1995. The management of the
Company has selected the same firm as the Company's independent auditors for the
current fiscal year, subject to the vote of the shareholders. Unless otherwise
specified in any proxy, the votes represented by the proxies will be cast for
the selection of Mauriello, Franklin & LoBrace, as independent auditors to audit
the Company's books and accounts for the current fiscal year.
The Company's financial statements, during and for the fiscal year ended June
30, 1995, were examined by Mauriello, Franklin & LoBrace, and reviewed by them
with the Board of Directors. In connection with such audit functions, Mauriello,
Franklin & LoBrace also reviewed the Company's quarterly and annual reports and
filings with the Securities and Exchange Commission.
While some non-audit services were performed for the Company by Mauriello,
Franklin & LoBrace during the fiscal year ended June 30, 1995, such services
were negligible and played no part in the determination of audit fees which were
calculated at reasonable and customary rates.
A member of Mauriello, Franklin & LoBrace will be present at the Meeting,
will have the opportunity to make a statement and will be available to respond
to appropriate questions.
<PAGE>
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Annual Report of the Company for the fiscal year ended June 30, 1995,
including financial statements and schedules audited by Mauriello, Franklin &
LoBrace, was filed on Form 10-K with the Securities and Exchange Commission. A
copy of the Annual Report (without exhibits) is available, without charge, upon
written request to: Ms. Valerie Corigliano, Assistant Vice President, General
Magnaplate Corporation, 1331 U.S . Route 1, Linden, New Jersey 07036. A nominal
charge will be made for the cost of reproduction and mailing if the exhibits to
the Annual Report are requested. The Annual Report should not be considered
proxy solicitation material.
A copy of the Consolidated Financial Statements of the Company and its
Wholly-Owned Subsidiaries, for the fiscal year ended June 30, 1995, will be
mailed to every shareholder of record at or about the time of the mailing of
this Notice of Meeting and Proxy Statement.
OTHER MATTERS
All information contained in this Proxy Statement relating to the occupations
and security holdings of Directors and Officers of the Company is based upon
information received from the individual Directors and Officers.
PLEASE DATE, SIGN, FOLD AND INSERT THE PROXY CARD IN THE POSTAGE PAID
ENVELOPE PROVIDED AND MAIL IT AT YOUR EARLIEST CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL
BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
/s/ EDMUND V. AVERSENTI, JR.
EDMUND V. AVERSENTI, JR.
Secretary
October 6, 1995
<PAGE>
P R O X Y
GENERAL MAGNAPLATE CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF GENERAL MAGNAPLATE CORPORATION
FOR THE ANNUAL MEETING
TO BE HELD ON NOVEMBER 8, 1995.
This Proxy will be voted as specified hereon. If no specification is made, the
Proxy will be voted FOR proposals (1), (2), and (3). KNOW ALL PERSONS BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints CHARLES P. COVINO
and CANDIDA C. AVERSENTI, and each of them, the true and lawful attorneys,
agents and proxies of the undersigned, with full power of substitution, to vote
all the Common Shares of GENERAL MAGNAPLATE CORPORATION, standing in the name of
the undersigned at the close business on October 6, 1995 at the Annual Meeting
of Shareholders to be held at the Company offices in Linden, New Jersey on
November 8, 1995, at 2:00 P.M., E.S.T., and at any and all adjournments thereof,
with all the powers that the undersigned would possess if personally present.
1. VOTE ON NOMINEES FOR ELECTION AS DIRECTORS.
FOR AGAINST ABSTAIN
--- ------- -------
S. Thomas Aitken [ ] [ ] [ ]
Candida C. Aversenti [ ] [ ] [ ]
Edmund V. Aversenti, Jr. [ ] [ ] [ ]
Charles P. Covino [ ] [ ] [ ]
Harold F. Levin [ ] [ ] [ ]
Edward A. Partenope, Jr. [ ] [ ] [ ]
James H. Wallwork [ ] [ ] [ ]
2. VOTE ON APPROVAL OF APPOINTMENT OF MAURIELLO, FRANKLIN & LOBRACE AS
INDEPENDENT AUDITORS FOR THE 1996 FISCAL YEAR.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IMPORTANT: PLEASE SIGN EXACTLY as name appears on Stock Certificate. Joint
owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more than one trustee, all
should sign. Corporations should sign by a duly authorized officer.
Please be sure to sign and date
this Proxy in the box below. Date ____________________________
_________________________________________________________________________
Stockholder sign above Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
GENERAL MAGNAPLATE CORPORATION
--------------------------------------------------------------------------------
PLEASE MARK YOUR CHOICE CLEARLY WITH AN "X" INSIDE THE BOXES PROVIDED.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
POSTAGE PREPAID ENVELOPE ENCLOSED.
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