AMELCO CORP
DEF 14A, 1997-05-16
ELECTRICAL WORK
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<PAGE>   1
 
                            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:
 
[ ]  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 240.14a-11(c) or 240.14a-12

                              AMELCO CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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:
 
          --------------------------------------------------------------------- 
 
[ ]  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
     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
AMELCO CORPORATION
19208 South Vermont Avenue
Gardena, California  90248
================================================================================

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 29, 1997

================================================================================
To the Shareholders of Amelco Corporation:

         Notice is hereby given that the annual meeting of shareholders (the
"Annual Meeting") of Amelco Corporation (the "Company") will be held on
THURSDAY, MAY 29, 1997, at 10:00 A.M., at the Company's office, 19208 South
Vermont Avenue, Gardena, California, for the following purposes, as more fully
described in the attached Proxy Statement:

1.       To elect directors of the Company to serve until the next annual
         meeting of shareholders;

2.       To transact such other business as may be properly brought before the
         meeting.

         The Board of Directors has fixed the close of business on May 5, 1997
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Annual Meeting and any adjournment thereof.

         You are cordially invited to attend the Annual Meeting in person. In
order to ensure your representation at the Annual Meeting, please mark, sign,
and date the enclosed proxy and return it promptly in the enclosed
postage-prepaid return envelope. If you should decide to attend the Annual
Meeting and vote your shares in person, you may revoke your proxy at that time.

         The annual report of the Company for the fiscal year ended September
30, 1996 accompanies this Notice of Annual Meeting of Shareholders.


                                       By Order of the Board of Directors


                                       John M. Carmack
                                       Secretary


Los Angeles, California
May 5, 1997





                                       1
<PAGE>   3
================================================================================

                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 29, 1997

================================================================================

         This proxy statement is furnished to shareholders of Amelco Corporation
(the "Company") in connection with the solicitation by the Board of Directors of
the Company (the "Board") of proxies to be voted at the annual meeting of
shareholders (the "Annual Meeting") to be held on Thursday, May 29, 1997, at
10:00 A.M., at the Company's office, 19208 South Vermont Avenue, Gardena,
California, and at any adjournment thereof. This proxy statement, together with
the accompanying proxy, is being mailed on or about May 9, 1997 to the Company's
shareholders of record at the close of business on May 5, 1997.

         Proxies in the accompanying form may be revoked at any time before they
are voted by delivering a written notice to the Company stating that the proxy
is revoked or by executing and delivering to the Company a duly executed proxy
bearing a later date. Any shareholder who attends the Annual Meeting in person
may, if he wishes to do so, revoke any proxy theretofore given by voting his
shares in person, but attendance in person at the Annual Meeting will not of
itself revoke a proxy.

         All shares of common stock of the Company (the "Common Stock")
represented by a properly completed proxy received in time for the Annual
Meeting, and not revoked or superseded prior to being voted, will be voted as
directed at the Annual Meeting. Where no directions are specified, the proxy
will, according to its terms, be voted "FOR" (i) election of directors nominated
and (ii) at the discretion of the persons named as proxies, on all other matters
which may properly come before the meeting.

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         The Company has one class of stock outstanding, designated Common
Stock. On May 5, 1997, there were 1,443,088 shares of Common Stock outstanding.

         The presence in person or by proxy, at the Annual Meeting or any
adjournment thereof, of holders of a majority of such shares of Common Stock
outstanding will constitute a quorum for the transaction of business. Except as
described below with respect to the election of directors, shareholders are
entitled to cast one vote per share on each matter presented for consideration
and action by the shareholders. The affirmative vote of the holders of a
majority of the outstanding Common Stock present (whether in person or by proxy)
and voting at the Annual Meeting will be required to approve each proposal. As
to each proposal, abstentions will be included, but broker non-votes will not be
included, in the calculation of the number of holders who are considered present
and voting at the Annual Meeting.

         With respect to the election of directors, voting will be cumulative if
a shareholder has given notice prior to commencement of the voting of such
shareholder's intention to cumulate votes. Cumulative voting permits each
shareholder to cast an aggregate number of votes equal to the number of shares
owned multiplied by the number of directors to be elected; all of such votes may
be cast for a single nominee or may be allocated among any two or more nominees
as the shareholder wishes. If a proxy is marked "FOR" the election of directors,
it may, at the discretion of the proxy holders, be voted cumulatively in the
election of directors. See "Election of Directors."

                                       2



<PAGE>   4
         The following table sets forth information as of May 5, 1997 with
respect to the ownership of the Company's common stock by any person who is
known to the Company to be the beneficial owner of more than 5% of the Company's
common stock, by all directors, by the Named Officers referred to in Executive
Compensation, and by all directors and officers of the Company as a group.
Except as otherwise noted, each person has sole voting and investment discretion
with respect to the shares of Common Stock shown as beneficially owned.

<TABLE>
<CAPTION>
                                                             Number         Percent
Name and Address                                               of             of
of Beneficial Holder                                         Shares          Class
- --------------------                                         ------          -----
<S>                                                        <C>               <C>  
Mark S. Angelich Trust ...........................         300,856(1)        20.8%
         19208 South Vermont Avenue
         Gardena, California 90248
Valarie Thomas Trust .............................         300,753(2)        20.8%
         19208 South Vermont Avenue
         Gardena, California 90248
Julie Slavinsky Trust ............................         300,753(3)        20.8%
         19208 South Vermont Avenue
         Gardena, California 90248
S. M. and M. F. Angelich 1994 Trust ..............         400,000(4)        27.7%
         19208 South Vermont Avenue
         Gardena, California 90248
Samuel M. Angelich ...............................             -0-(4)         0.0%
         19208 South Vermont Avenue
         Gardena, California 90248
Mark S. Angelich .................................         700,856(5)        48.6%
         19208 South Vermont Avenue
         Gardena, California 90248
John M. Carmack ..................................             -0-            0.0%
         130 North Brand Boulevard
         Glendale, California 91203
Patrick T. Miike .................................             -0-            0.0%
         19208 South Vermont Avenue
         Gardena, California 90248
All Directors and Officers .......................         700,856           48.6%
         as a Group (4 persons)
</TABLE>

- --------------------

(1)      These shares are held in an irrevocable trust established July 15, 1988
         for the benefit of Mark S. Angelich by Samuel M. Angelich and his wife,
         Marcelina F. Angelich. Mark S. Angelich, trustee of the trust, has the
         sole power to vote the shares and to direct the disposition thereof.

(2)      These shares are held in an irrevocable trust established July 15, 1988
         for the benefit of Valarie Thomas by Samuel M. Angelich and his wife,
         Marcelina F. Angelich. Valarie Thomas, trustee of the trust, has the
         sole power to vote the shares and to direct the disposition thereof.

(3)      These shares are held in an irrevocable trust established July 15, 1988
         for the benefit of Julie Slavinsky by Samuel M. Angelich and his wife,
         Marcelina F. Angelich. Julie Slavinsky, trustee of the trust, has the
         sole power to vote the shares and to direct the disposition thereof.

(4)      These shares are held in an irrevocable trust established February 22,
         1995 by Samuel M. Angelich and his wife, Marcelina F. Angelich for the
         benefit of Mark Angelich, Valarie Thomas, and Julie Slavinsky, Mr.
         Angelich's children. Mark Angelich, trustee of the trust, has the sole
         power to vote the shares and to direct the disposition thereof. Mr.
         Samuel Angelich disclaims beneficial ownership of these 400,000 shares.

(5)      All these shares are held in the trusts described in footnote 1 and 4
         above.

                                       3

<PAGE>   5
                              ELECTION OF DIRECTORS

         The Bylaws of the Company provide that the Board shall consist of not
less than three and not more than five members and that the exact number of
directors shall be three until changed by a resolution duly approved by the
Board or the shareholders. The Board now consists of three directors. Directors
are elected annually by the shareholders, each to hold office until the next
annual meeting of shareholders.

         The Board has selected the following three nominees for re-election as
directors:

                               Samuel M. Angelich
                                Mark S. Angelich
                                 John M. Carmack

         All nominees currently serve as directors and were elected to their
present term of office at the last annual meeting of shareholders.

         If cumulative voting is not requested, the proxy holders, if so
authorized, will vote the proxies received by them for the election of the three
Board nominees. If cumulative voting is requested, the holders of the enclosed
proxies, if authorized to vote for nominees to the Board, will vote the proxies
received by them cumulatively for some or all of the three nominees in such
manner as may be determined at the time by the proxy holders. All nominees have
indicated a willingness to serve as directors. However, if any nominee of the
Board should decline or be unable to serve, the holders of the enclosed proxies
may vote the proxies received by them in their discretion for another person in
the nominee's stead if they are authorized to vote for the nominees to the
Board. The Board has no reason to believe that any substitute nominee will be
required. Nominees receiving the highest number of votes cast, up to the number
of directors to be elected will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED. PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" THE NOMINEES NAMED
UNLESS OTHERWISE INSTRUCTED.


                            BIOGRAPHICAL INFORMATION

         The following biographical information is furnished with respect to the
three nominees for election as directors:

         SAMUEL M. ANGELICH, age 73, has been associated with the electrical
contracting industry since 1942 and has served as an officer of various Amelco
subsidiaries since 1971. In October 1982, he was appointed Vice-President and
director of the company and in June 1986, he was appointed Senior Vice President
of the Company. Mr. Angelich has been President, Chief Executive Officer and the
Chairman of the Board of the Company since January 1988.

         MARK S. ANGELICH, age 40, is the son of Samuel Angelich. In 1986, Mr.
Angelich joined Amelco Industries, a wholly owned subsidiary of the Company, and
served as its Vice-President of Administration until 1989, at which time he was
appointed as President. Mr. Angelich has been a director and Executive
Vice-President of the Company since January 1988.

         JOHN M. CARMACK, age 59 is a practicing attorney in Glendale,
California, and has been a partner in the law firm of Gill & Baldwin since 1966.
Mr. Carmack and other attorneys in his 

                                       4
<PAGE>   6
firm have acted as counsel to the Company and its subsidiaries since 1972. Mr.
Carmack has been Secretary and a director of the Company since January 1988.

                               BOARD OF DIRECTORS

         The business affairs of the Company are managed by and under the
direction of the Board, although the Board is not involved in the Company's
day-to-day operations. The Company has no standing audit committee, compensation
committee or nominating committee, and the responsibilities that would otherwise
be assigned to such committees are performed by the Board. 

         The Board met eight times during the fiscal year ended September 30,
1996 and all directors attended all board meetings.

                             EXECUTIVE COMPENSATION

         There is shown below information concerning the annual compensation for
services in all capacities to the Company for the fiscal years ended September
30, 1996, 1995 and 1994, of those persons who were, at September 30, 1996 (i)
the chief executive officer and (ii) the other executive officers of the Company
whose total annual salary and bonus exceeds $100,000 (the "Named Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                     Annual Compensation        
                                            --------------------------------    All Other(3)
Name and Principal Position                 Year       Salary        Bonus      Compensation
- ---------------------------                 ----       ------        -----      ------------
<S>                                         <C>       <C>           <C>           <C>    
Samuel  M. Angelich (1) ..............      1996      $200,000      $200,000      $22,700
     Chairman of the Board & .........      1995      $200,000      $200,000      $24,162
     Chief Executive Officer .........      1994      $200,000      $200,000      $23,175

Mark S. Angelich (2) .................      1996      $216,037      $200,000      $ 2,310
     Executive Vice President & ......      1995      $200,971      $200,000      $ 2,310
     Chief Operating Officer .........      1994      $182,699      $150,000      $   443

Patrick T. Miike .....................      1996      $110,000      $ 50,000      $ 1,650
    Vice President- Finance, Treasurer      1995      $110,000      $ 40,000      $ 2,250
     & Chief Financial Officer .......      1994      $108,078      $ 25,000      $   561
</TABLE>

- --------------------

(1)      Pursuant to a separate written agreement dated March 7, 1994, the
         Company has agreed to provide death benefits of $10,000 per month to
         Mr. Samuel M. Angelich's wife for a term of 48 months, provided
         however, that if Mr. Samuel M. Angelich is still living on Janurary 12,
         2004, the agreement will terminate on that date. The Company has a
         key-man life insurance policy on Mr. Samuel M. Angelich pursuant to
         which $1,000,000 will be paid to the Company in the event of his death.
         Mr. Samuel M. Angelich is also provided a Company furnished automobile,
         country club membership and other benefits generally available to
         employees of the Company. Since the aggregate value of the foregoing
         perquisites and benefits does not exceed the lesser of either $50,000
         or 10% of Mr. Samuel M. Angelich's salary and bonus, no information
         with regard to such other compensation is included in the table.

(2)      Effective March 1, 1989, Mark S. Angelich entered into a ten-year
         employment contract with the Company which provides for initial
         compensation of $125,000 annually, with increases in salary of 10% each
         year, plus an annual bonus of $50,000 or 10% of the Company's earnings
         before taxes, whichever is greater. The employment contract also
         provides for death and disability benefits of $5,000 per month for up
         to 60 months from the date of death or disability, a Company-furnished
         automobile, country club membership and other benefits generally
         available to employees of the Company. Since the aggregate value of the
         foregoing perquisites and benefits does not exceed the lesser of either
         $50,000 or 10% of Mr. Mark S. Angelich's salary and bonus, no
         information with regard to such other compensation is included in the
         table. Effective October 1, 1996, the Company obtained key-man life
         insurance on Mr. Mark S. Angelich pursuant to which $656,000 will be
         paid to the Company in the event of his death. The policy is structured
         such that the Company should recover all of its insurance costs from
         the death proceeds. Concurrently with this life insurance policy, the
         Company agreed to pay death benefits of $175,000 per year for a term of
         three years to Mr. Angelich's designated beneficiary.

(3)      Represents matching contributions made by the Company under the
         Company's 401(K) plan, and as to Mr. Samuel Angelich, $22,700 paid
         during each fiscal year under the Company's pension plan. The Company
         has no stock option plans or other long term compensation arrangements.


                                       5
<PAGE>   7
COMPENSATION OF DIRECTORS

         Directors, except for directors who are employees of the Company,
receive a retainer of $6,000 per year. Directors who are also employees receive
no compensation in their capacity as directors.

         John M. Carmack, a director of the Company, is a partner in the law
firm of Gill & Baldwin. Gill & Baldwin served as counsel to the Company and its
subsidiaries during the fiscal year ended September 30, 1996 and received
approximately $5,572 for legal services rendered.

PENSION PLAN

         The Company had previously maintained a pension plan for the benefit of
employees not otherwise covered by collective bargaining agreements. Retirement
benefits under the Company's pension plan were based on a summation of a
percentage of each year's normal compensation, excluding bonus, during the
employee's entire career, minus a percentage of Social Security payments. The
plan was terminated on December 15, 1989. At September 30, 1996, the estimated
annual retirement benefit payable at age 65 was approximately $1,600 for Mr.
Mark Angelich and $8,400 for Mr. Miike based upon a straight life annuity
benefit form. Mr. Samuel Angelich is presently receiving benefits approximating
$22,700 per year.

CERTAIN TRANSACTIONS

         Since 1991, the Company has leased certain office property from Halau
Corporation. This office property, which had been previously owned by a
subsidiary of the Company, was sold to Halau Corporation in 1991 for $4,000,000.
Halau Corporation is owned primarily by the Mark S. Angelich Trust, the Valarie
Thomas Trust and the Julie Slavinsky Trust, three of the Company's principal
shareholders, each of which own 28% of Halau Corporation. Mark S. Angelich, a
beneficial shareholder, is a director nominee and serves as the Executive
Vice-President of the Company. In addition, Patrick T. Miike, who serves as
Treasurer and Vice-President, Finance of the Company owns 8% of Halau
Corporation. The rent paid to Halau Corporation in the prior fiscal year
amounted to $344,000.

         On, April 4, 1997, the Company, through a newly formed wholly-owned
subsidiary, purchased the property from Halau Corporation for a sales price of
$3,964,000. The terms of the sale provided for a cash payment of $675,000 and
the cancellation of the balance of a $3,289,000 mortgage note payable owed by
Halau Corporation to a subsidiary of the Company. The Company believes that the
transaction was just and reasonable as to the corporation and the terms of the
purchase comparable to what would have been paid to any other third party.

                  THE BOARD'S REPORT ON EXECUTIVE COMPENSATION

         Compensation decisions of the Company's executives are made by the
three-member Board of Directors. Both Messrs. Samuel Angelich and Mark Angelich
are employee directors and principal shareholders of the Company. Set forth
below is a report submitted by Messrs. Samuel Angelich, Mark Angelich and John
Carmack as they affected the Company's executive officers, including the Named
Officers.

COMPENSATION POLICIES TOWARDS EXECUTIVE OFFICERS

         The Board's executive compensation policies are designed to provide
competitive levels of compensation. Annual base salaries of the Company's
executives are intended to be consistent with similarly situated companies in
the construction industry. Executives, and officers of operating units other
then the executive officers, also are eligible to receive bonus compensation
based on their contribution to the Company's success. As a result of tying
executive compensation to corporate performance, in any particular year the
Company's executives may be paid more or less than the executives of the
Company's competitors, depending upon the Company's performance.


                                       6

<PAGE>   8
         The Company's bonus policies provide for discretionary incentive
payments based on subjective performance criteria including the overall
profitability of the Company as a whole or, for those officers in charge of an
operating unit, as to the officer's particular operating unit. Subjective
performance criteria also encompass evaluation of each officer's initiative and
contribution to overall corporate performance, managerial ability, and
contribution to divisional performance. The Board's emphasis on tying pay to
annual performance criteria is reflected in the compensation paid to the
officers of the operating units for 1996: approximately 32 percent of the total
amount paid these officers for 1996 arose from the annual bonus program. The
Company's bonus policies do not apply directly to those Named Officers who have
employment agreements which specify the level of bonus based on corporate
performance measures.

         The Company does not have any stock option, restricted stock awards or
similar plans in effect because the Board believes that the judicious use of
year-end cash bonus awards and salary increases is a satisfactory way to link
directly the long and short term financial interests of management with those of
the Company's shareholders.

CHIEF EXECUTIVE OFFICER 1996 COMPENSATION

         The annual base salary paid to the Chief Executive Officer in 1996 is
at a level initially established in 1987 which was intended to be competitive
with base salaries paid other chief executive officers of corporations with
similar revenues and scope of operations at that time. In line with the
compensation philosophy of the Board discussed above, the base salary for the
chief executive has not increased since 1987; instead, additional
performance-based compensation was paid to the Chief Executive Officer in the
form of bonuses. In determining the bonus paid to the Chief Executive Officer in
1996, the Board gave consideration to the Company's 1995 earnings before taxes,
his overall performance in guiding the business affairs of the Company, and his
contribution in enhancing the financial condition of the Company.


                                    Board of Directors:
                                       Samuel M. Angelich
                                       Mark S. Angelich
                                       John M. Carmack
 

BOARD INTERLOCKS AND INSIDER PARTICIPATION

         Mr. Samuel Angelich, the Company's Chairman and Chief Executive
Officer, and Mr. Mark Angelich, Executive Vice President and Chief Operating
Officer, are members of the Board. During the past fiscal year, both officers
deliberated on executive compensation issues but did not participate in the
approval of their own compensation as an executive officer.

                                       7
<PAGE>   9
                             STOCK PERFORMANCE GRAPH

         Set forth below is a line graph comparing the quarterly percentage
change in the cumulative total shareholder return on the Company's common stock
against the cumulative total return of the Nasdaq Stock Market (U.S. Companies)
index and the Construction Special Trade Contractors - Nasdaq Peer Group stock
index for the five calendar years from December 31, 1991 to December 31, 1996.
The stock performance graph assumes $100 was invested on December 31, 1991.


                                [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                                          12/31/91   12/31/92   12/31/93   12/31/94    12/31/95    12/31/96
<S>                                       <C>        <C>        <C>        <C>         <C>         <C> 
Amelco Corporation                          $100        $93        $93       $82          $85        $152
NASDAQ Stock Market (US Companies)          $100       $116       $134      $131         $185        $227
Construction-Special Trade Contractors      $100       $118       $107       $87          $95        $110

</TABLE>


                                       8
<PAGE>   10
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         KPMG Peat Marwick was the Company's independent public accountant for
year ended September 30, 1996 and has been the Company's independent auditor
since 1984. A representative of KPMG is expected to attend the Annual Meeting
and will be available to make a statement, if desired, and to respond to
appropriate questions.



                                 OTHER BUSINESS

         The Board knows of no other business to be presented at the Annual
Meeting. If further matters do properly come before the meeting, the proxy
holders will vote proxies received by them thereon in accordance with their best
judgment. Matters incident to the conduct of the meeting may be voted upon
pursuant to the proxies.



                            PROPOSALS OF SHAREHOLDERS

         Shareholders of the Company who intend to submit proposals to the
Company's shareholders at the next annual meeting of shareholders must submit
such proposals to the Company no later than December 5, 1997 in order to be
included in the proxy materials. Shareholder proposals should be submitted to
the President, Amelco Corporation, 19208 South Vermont Avenue, Gardena,
California 90248.


                           COSTS OF PROXY SOLICITATION

         The costs of soliciting the proxies for the Annual Meeting will be
borne by the Company. The Company may request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward proxies and proxy materials to
the beneficial owners of shares of Common Stock and to request authority for the
execution of proxies. In such cases, the Company may reimburse such banks,
brokerage houses, custodians, nominees and fiduciaries for their expenses in
connection therewith. Proxies may be solicited personally or by telephone,
telegram or mail by certain directors and officers and regular employees of the
Company without additional compensation for such services.

         It is important that your shares be represented at the meeting,
regardless of the size of your holding. Therefore, you are urged to MARK, DATE,
SIGN AND RETURN YOUR PROXY PROMPTLY to make certain that your shares will be
voted at the meeting. If you attend the meeting you may withdraw the proxy and
vote your shares in person. For your convenience, a self-addressed envelope is
enclosed, requiring no postage if mailed in the United States.



                                    By Order of the Board of Directors

                                    John M. Carmack
                                    Secretary

Los Angeles, California
May 5, 1997

                                       9

<PAGE>   11
                               AMELCO CORPORATION
              PROXY FOR ANNUAL SHAREHOLDERS' MEETING MAY 29, 1997
                 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


    The undersigned hereby appoints Samuel M. Angelich and John M. Carmack,
and each and either of them, with full power of substitution, as proxies to
represent the undersigned and to vote, as designated below all the shares of
Common Stock of Amelco Corporation held on record by the undersigned on May 5,
1997 at the Annual Meeting of Shareholders to be held on Thursday,
May 29, 1997, at 10:00 A.M. at the office of Amelco Corporation, 19208 South
Vermont Avenue, Gardena, California, and at any adjournment thereof.

<TABLE>
    <S>                           <C>                                     <C>
    1. ELECTION OF DIRECTORS:     [ ] FOR all nominees listed below,      [ ] WITHHOLD AUTHORITY    
                                      except as marked to the contrary        to vote for all nominees listed below
</TABLE>


(INSTRUCTIONS:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, DRAW
                A LINE THROUGH [OR OTHERWISE STRIKE OUT] THE NOMINEE'S NAME 
                BELOW):


        Samuel M. Angelich           Mark S. Angelich          John M. Carmack



                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)


    2. In their discretion, the proxies are authorized to vote 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 PROPOSAL 1.

    Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please given full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized partner.

      

                                           Date: ______________________ 1997
                                           (Please be sure to date this proxy)


                                           ___________________________________


                                           Date: _______________________ 1997


                                           ___________________________________
                                           (Signature if held jointly)



PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED 
ENVELOPE.

 


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