<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
INDUSTRIAL ACOUSTICS COMPANY, INC.
- -----------------------------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
Dated: May 1, 1997
INDUSTRIAL ACOUSTICS COMPANY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of INDUSTRIAL
ACOUSTICS COMPANY, INC. will be held at the offices of the Corporation, 1160
Commerce Avenue, Bronx, New York on May 29, 1997 at 10:00 A.M., New York time,
for the following purposes:
(1) to elect seven directors to serve on the Board of Directors of the
Corporation for the ensuing year.
(2) to ratify the appointment of Coopers & Lybrand L.L.P. as the
independent auditors for the ensuing year.
(3) to transact such other business as may properly come before the
meeting and any adjournments thereof.
Pursuant to the By-Laws of the Corporation, the Board of Directors has fixed
the close of business on April 28, 1997 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
and any adjournments thereof.
If you cannot be present in person please complete, date, sign, and return the
accompanying Proxy without delay. A business reply envelope which does not
require any postage, if mailed in the United States, is enclosed for your
convenience.
By order of the Board of Directors
INDUSTRIAL ACOUSTICS COMPANY, INC.
ARNOLD W. KANAREK
Senior Vice President and Secretary
<PAGE>
Dated: May 1, 1997
INDUSTRIAL ACOUSTICS COMPANY, INC.
1160 Commerce Avenue, Bronx, NY 10462
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the management of Industrial Acoustics Company, Inc. (the
"Corporation") to be used at the Annual Meeting of Shareholders to be held at
10:00 A.M., Thursday, May 29, 1997 at the offices of the Corporation, 1160
Commerce Avenue, Bronx, New York 10462, and at any adjournment thereof (the
"Annual Meeting").
A Proxy in the accompanying form, if properly executed, duly returned to
management and not revoked prior to the Annual Meeting, will be voted in
accordance with instructions contained therein. At any time prior to their
being voted, Proxies are revocable by written notice to the Secretary of the
Corporation or by voting in person at the Annual Meeting.
The Proxy Statement and Form of Proxy shall first be sent to Shareholders of
the Corporation (the "Shareholders") on or about May 1, 1997.
A copy of the Annual Report of the Corporation containing its audited
financial statements as at and for the year ended December 31, 1996 is being
sent concurrently with this Proxy Statement to each Shareholder of record as of
the close of business on April 28, 1997 (the "Record Date").
VOTING SECURITIES AND
PRINCIPAL SHAREHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The only class of voting securities of the Corporation consists of shares of
Common Stock (the "Shares"). Each Share of the Corporation entitles its holder
to one vote. Only Shareholders of record at the close of business on the Record
Date are entitled to vote at the Annual Meeting. As of the Record Date there
were 2,978,961 Shares of the Corporation outstanding. Therefore, 1,489,481
Shares are necessary to constitute a quorum at the Annual Meeting. The vote of
a majority of Shares present and voting (assuming the existence of a quorum) is
necessary to approve the proposals set forth in the Notice of Annual Meeting
dated May 1, 1997.
1
<PAGE>
The following table contains information regarding all the persons known to
the Corporation to be the beneficial owners of more than 5% of the Shares of
the Corporation as of the Record Date:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------------------ -------------------------- --------------------------
<S> <C> <C>
Martin Hirschorn 1,863,429(1) 62.6%
1160 Commerce Avenue
Bronx, New York 10462
Community Funds, Inc. 350,000 11.7%
2 Park Avenue
New York, New York 10016
David L. Babson & Co. Inc. 255,300 8.6%
One Memorial Drive
Cambridge, Massachusetts 02162-1300
</TABLE>
- ----------------
(1) The Shares shown in the table as beneficially owned by Mr. Hirschorn are
owned by him with sole voting and dispositive power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table contains information regarding the beneficial ownership
of Shares by the directors of the Corporation and the directors and officers of
the Corporation as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------ ----------------------- -----------------------
<S> <C> <C>
Martin Hirschorn, 1,863,429 62.6%
Director
Frederic M. Oran, 78,300 2.6%
Director
Arnold W. Kanarek, 10,000 Less than 1%
Director
Henry E. Allen, 7,000 Less than 1%
Director
Jorgen Svendsen, -- --
Director
Michael W. Hirschorn, 1,000 Less than 1%
Director
John M. Handley, -- --
Director
Directors and Officers 1,986,979 66.7%
as a group (13
Individuals)
</TABLE>
2
<PAGE>
ELECTION OF DIRECTORS
Seven directors are to be elected at the Annual Meeting to hold office until
the next Annual Meeting of Shareholders of the Corporation and until their
successors are duly elected and qualified. Shares represented at the meeting by
duly executed Proxies will be voted in favor of the election of the persons
named below who are nominees for election as directors of the Corporation, each
of whom is now a director of the Corporation. If any of the nominees shall be
unable to serve as a director, it is intended that the Proxies solicited hereby
will be voted for such other person or persons as may be nominated by the
management of the Corporation unless the number of directors on the Board is
reduced. Management of the Corporation has no reason to believe that any of the
nominees will be unable to serve.
DIRECTORS AND NOMINEES
The following information is furnished with respect to the nominees for
election at the Annual Meeting as directors of the Corporation.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------------- --------- ----------------------------------------------- ---------------------
<S> <C> <C> <C>
Martin Hirschorn 76 President and 1957
Chief Executive Officer;
Industrial Acoustics Company, Inc.
Frederic M. Oran 64 Executive Vice President; 1973
Industrial Acoustics Company, Inc.
Arnold W. Kanarek 70 Senior Vice President & Secretary; 1980
Industrial Acoustics Company, Inc.
Henry E. Allen 85 President; 1989
Techmet Corporation
Jorgen Svendsen 76 Chief Executive Officer; 1989
Orbex Ltd.
Michael W. Hirschorn 33 Free-Lance Writer 1991
John M. Handley 70 Senior Vice President, Sales and Marketing; 1992
Industrial Acoustics Company, Inc.
</TABLE>
There are no arrangements or understandings between any nominee for election
as a director of the Corporation and any other person pursuant to which such
nominee was or is to be elected as a director or nominee.
Messrs. Martin Hirschorn, Oran, Kanarek and Handley have held executive
positions with the Corporation for at least the past five years. All directors
are currently directors of the Corporation elected to such at the Annual
Meeting of Shareholders held on May 30, 1996.
3
<PAGE>
Since 1978, Mr. Allen has been active in private investments in start-up and
fledgling business enterprises for Techmet Corporation located in Rye, New
York.
In 1950, Mr. Svendsen started his own business known as Metalife/Belzona
Company which manufactures epoxy metal materials and other polymers. Orbex Ltd.
is the owner of the Belzona companies in the USA and Europe.
Mr. Michael W. Hirschorn is a free-lance writer and was previously an
Executive Editor at New York Magazine, a position which he held from early 1994
through 1996. He was Features Editor at Esquire Magazine from 1989 through
1993. Prior to 1989, he was completing his education at Harvard University
(B.A. 1986) and Columbia University (M.A. 1989 in English and American
literature). In addition, he has written for the New Republic (1985), the Wall
Street Journal (1986) and the Chronicle of Higher Education (1986 & 1988) as
well as numerous other publications.
Mr. Michael W. Hirschorn is the son of Mr. Martin Hirschorn. No other family
relationship exists between any of the director nominees and executive officers
of the Corporation.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
There were ten meetings of the Board of Directors of the Corporation
(including regularly scheduled and special meetings) held during the fiscal
year ended December 31, 1996.
The Committees of the Board of Directors, the names of their members and the
number of times each such committee met during the fiscal year ended December
31, 1996 are set forth below.
<TABLE>
<CAPTION>
NUMBER OF MEETINGS DURING
NAME OF COMMITTEE MEMBERS LAST FISCAL YEAR
- ------------------------------------ --------------------------------- ----------------------------
<S> <C> <C>
Pension Committee(1) Martin Hirschorn 2
Frederic M. Oran
Arnold W. Kanarek
Compensation Committee(2) Martin Hirschorn 2
Frederic M. Oran
Arnold W. Kanarek
Nominating Committee(3) Martin Hirschorn 1
Frederic M. Oran
Arnold W. Kanarek
Deferred Compensation Committee(4) Martin Hirschorn 2
Frederic M. Oran
Arnold W. Kanarek
Audit Committee(5) Arnold W. Kanarek 1
Henry E. Allen
Jorgen Svendsen
Stock Option Committee(6) Martin Hirschorn (Ex-Officio) 2
Henry E. Allen
Michael W. Hirschorn
</TABLE>
- --------------
(1) The Pension Committee administers the Corporation's Defined Contribution
Tax Deferred Savings Plan.
(2) The Compensation Committee reviews and determines the Corporation's
policies as to the compensation of all salaried and hourly employees not
covered by union contract.
(3) The Nominating Committee nominates a slate for election of directors by
the Shareholders at the Annual Meeting of Shareholders and a slate for
election of officers by the Board of Directors. The Nominating Committee
will consider nominees for directors recommended by Shareholders. Such
recommendations must be submitted in writing to the Nominating Committee,
which has sole discretion to accept or reject such recommendations, not
later than 120 days prior to the Annual Meeting of Shareholders of the
Corporation.
(4) The Deferred Compensation Committee administers the Corporation's Deferred
Cash Bonus Plan and the 401(k) Savings Plan.
(5) The Audit Committee monitors the Corporation's accounting and reporting
practices.
(6) The Stock Option Committee administers the Corporation's Stock Option
Plan.
4
<PAGE>
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This report, and the Corporation's Annual Report on Form 10-K into which this
statement is incorporated by reference, contains forward-looking statements.
For this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing the words "believes," "anticipates," "plans," "expects"
and similar expressions are intended to identify forward looking statements.
There are a number of factors that could cause the Company's actual results to
differ materially from thise indicated by such forward looking statements.
These factors include, without limitation, general economic conditions in the
Company's markets, including inflation, recession, interest rates and other
economic factors, expecially in the United States and the United Kingdom but
also including other areas of the world where the Company markets its products,
any loss of the services of the Company's key management personnel, changes in
the cost and availability of raw materials, fluctuations in exchange rates
relative to the US dollar for currencies of the United Kingdom and other
nations where the Company does business, casualty to or disruption of the
Company's production facilities and equipment, delays and disruptions in the
shipment of the Company's products and raw materials, and other factors that
generally affect the business of manufacturing companies with international
operations.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
During 1996 the Compensation Committee consisted of the President, the
Executive Vice President and the Senior Vice President-Secretary. This
Committee reviews and determines the Corporation's policies on compensation of
salaried and hourly employees not covered by union contracts. The Corporation
has maintained policies to provide senior managers, including executive
officers, with strong motivation to produce and maintain a high level of
profitability.
The principal element of the policies is to maximize the total compensation
packages based on profitability. Base salaries are therefore increased only as
the result of promotions or to establish parity among senior managers. The
intent is to provide senior managers with base salaries more or less equal to
their peers at similar companies; however, total compensation packages after
inclusion of cash bonuses based on pre-established performance targets, have
generally been, the Committee believes, to be above the industry average.
At the beginning of every year, the Committee establishes sales and profit
targets in its annual budgets. The budgets are revised periodically to reflect
actual business conditions, which, along with departmental performance,
overseas assignments and consolidated profitability, determine the cash bonuses
for senior managers.
The Committee believes its long-standing incentive programs have contributed
to the Corporation's financial performance. The Committee reviews the
compensation of the Corporation's executive officers annually and believes such
compensation has been in the best interests of both the executives and the
Corporation's shareholders.
5
<PAGE>
1996 RESULTS
While 1996 results were better than 1995, it was a disappointing year for the
Corporation. The Compensation Committee, in reviewing the total compensation
packages for senior managers, determined that only a few performance bonuses
were to be paid based upon current year results. Year end adjustments were made
only to bring compensation to a level which approximated the average for
similar positions in the industry. The Committee's determination was consistent
with that made in 1995, which had marked a departure from prior years, when a
substantial portion of the compensation packages for senior managers consisted
of performance bonuses. The Committee believes that its determination was
consistent with long-established policy that such individuals have an
inducement for the Corporation to be financially successful. In a year where
the Corporation reported a small gain, most senior managers were affected
adversely in comparison to years prior to 1995 in their total compensation
packages as performance objectives were not attained.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee, after reviewing the Corporation's financial results for 1996,
determined that Mr. Hirschorn's base salary of $110,000 would not be increased.
However, since the Corporation reported a 1996 net profit of $364,000 or $.12
per share compared to a net loss of $448,000 or $.15 for 1995, it was deemed
reasonable to increase Mr. Hirschorn's performance-based bonus to $69,782,
which represents a modest increase in total compensation. His total
compensation package remains at a level substantially reduced from years prior
to 1994, and was determined to be below the average for a similar position
within the industry. The additional benefits paid or payable to Mr. Hirschorn
are established pursuant to the terms of compensation plans which have been in
existence for periods in excess of 15 years.
Mr. Oran's compensation is the same as in 1995, however his total
compensation package also remains at a level substantially reduced from years
prior to 1994.
Martin Hirschorn, Chairman
Frederic M. Oran
Arnold W. Kanarek
The following table summarizes, for the years indicated, the compensation
paid or accrued by the Corporation and its subsidiaries to the highest paid
executive officers of the Corporation whose remuneration exceeds $100,000.
No executive officer of the Corporation was compensated for services
performed as a director of the Corporation. Each director of the Corporation
who is not an officer or employee receives an annual fee of $5,000.
6
<PAGE>
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2)(3) OTHER(4)
- --------------------------------------------------- --------- ------------- ---------------- ------------
<S> <C> <C> <C> <C>
Martin Hirschorn, 1996 $110,000 $69,782 $16,785
President and Chief Executive Officer; Director 1995 $110,000 $39,325 $16,785
1994 $110,000 $34,925 $16,785
Frederic M. Oran 1996 $107,000 $48,420 $5,922
Executive Vice President; Director 1995 $107,000 $48,420 $5,922
1994 $107,000 $43,620 $5,922
</TABLE>
(1) The Corporation has no long-term compensation awards and payouts, and such
categories are omitted from this table.
(2) Includes cash bonus as incentive compensation pursuant to individual
agreements with the named executives. Such additional compensation is
based upon increases in the Corporation's annual pre-tax profits. A
description of the Corporation's bonus plan is set forth below under
"Cash Bonuses" .
(3) Includes amount deferred under the Corporation's Savings Plan (see
"Savings Plan" below).
(4) Includes contributions by the Corporation under deferred compensation
plans for the benefit of Mr. Hirschorn and Mr. Oran adopted in 1968 and
1978, respectively. A description of such deferred compensation plans is
set forth below in paragraph (a) under "Deferred Compensation Agreements".
REMUNERATION UNDER EXISTING PLANS AND ARRANGEMENTS
CASH BONUSES
As incentive compensation, Management selects employees on a discretionary
basis to receive annual cash bonuses based upon the Corporation's annual
pre-tax profits. Payments to the participants have ranged from 0% to 245% of
their base annual salary. Amounts distributed to executive officers in 1996 are
included in the Summary Compensation Table set forth above.
DEFERRED COMPENSATION AGREEMENTS
(a) The Corporation adopted deferred compensation plans for the benefit of
Mr. Hirschorn and Mr. Oran in 1968 and 1978, respectively. These plans provide
in substance that if Mr. Hirschorn and Mr. Oran continue in the employ of the
Corporation until the age 65 or later, they will receive 120 monthly payments
of not less than $1,220.02 and $874.12, respectively, upon their retirement. If
they die while employed by the Corporation prior to attaining the age of 65,
their widows, children or estate will receive 120 monthly payments of not less
than $3,096.45 and $2,189.13, respectively. If they become permanently disabled
as determined pursuant to the plans, while employed by the Corporation prior to
attaining the age of 65, they or their lawful representatives will receive 120
monthly payments of an amount, depending on the year of disability (the earlier
the disability the smaller the payment), of not less than $1,220.02 and
$874.12, respectively, if such disability occurs prior to retirement. Unless
otherwise granted by the Board of Directors, no payments will be made other
than upon terminations of employment as listed above. In January 1992, the
Board of Directors approved payments to Mr. Martin Hirschorn, the cost of which
is included in the Summary Compensation Table above.
7
<PAGE>
(b) The deferred cash bonus plan adopted in 1979 and amended on July 16, 1980
is administered by the Deferred Compensation Committee appointed by the Board
of Directors. Eligible participants have been previously selected by such
Committee. Under the plan, a portion specified by the individual participant of
such participant's annual bonus was deferred, and interest on any or all such
amounts accrued at the rate set forth in each participation contract, to be
compounded annually. Deferred funds are earmarked and may be kept in cash or
invested, at the discretion of the Committee, provided that no funds are to be
invested in stock or bonds of the Corporation.
Payments are to be made upon the death, retirement, or age 65 whichever comes
first, or disability of the participant in 180 monthly installments as set
forth in the plan, beginning on the first day of the month following such
death, such retirement or determination by the Committee of such disability.
Participants whose termination of employment is other than a result of death,
disability or retirement are to be paid in monthly installments, the number of
which is the product of the numbers of years of participation in the plan
multiplied by 12, to commence on the first day of the month following the third
anniversary of said termination. If a participant withdraws from the plan,
payments are to be made in 36 monthly installments, to commence on the first
day of the month following the fifth anniversary of such withdrawal.
SAVINGS PLAN
The Corporation adopted a defined contribution plan, the Industrial Acoustics
Company, Inc. Employees Tax Deferred Savings Plan (the "Savings Plan" ),
effective January 1, 1987, which includes a cash or deferred arrangement
(commonly known as a "401(k) plan" ). The Savings Plan is maintained for
non-union employees who have completed six months of service with the
Corporation. A participant may elect to defer up to the lesser of 15% of
compensation or $9,500 per year, adjusted for cost of living increases in
accordance with the Internal Revenue Code of 1986 (the "Code" ), subject to
other Code limitations. Each participant is fully vested in deferral
contributions allocated to such participant's account. The Savings Plan also
allows the Corporation to make discretionary contributions, which vest over a
period of seven years or upon the participant's retirement, disability or
death. The Corporation's discretionary contribution is based on corporate
profitability and is allocated to employees based on a five year average salary
basis and is integrated with Social Security. Benefits are payable following
termination of employment with the Corporation, or at age 65 if the participant
elects to defer payment, in an annuity, installment payments or a lump sum.
Under the Savings Plan, during the fiscal year ended December 31, 1996, Messrs.
Hirschorn and Oran deferred $0 and $9,500 respectively (which amounts are
included in the Summary Compensation Table). The contributions for Mr.
Hirschorn and Mr. Oran for 1996 were $0 and $20,500, respectively.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
On March 19, 1992, the Corporation entered into a Split-Dollar Life Insurance
Agreement with Michael Hirschorn, a director of the Corporation, wherein the
Corporation agreed to advance up to one-half of the amount of premiums on an
insurance policy owned by Michael Hirschorn on the life of Martin Hirschorn,
his father and President of the Corporation. The Corporation shall be
reimbursed for such advances by Michael Hirschorn upon the earlier to occur of
the surrender of such policy or the payment of proceeds upon the death of
Martin Hirschorn.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Coopers & Lybrand L.L.P., independent
auditors, to audit the books and records of the Corporation for 1997.
8
<PAGE>
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement if they so
desire, and be available to respond to appropriate questions.
The Corporation has been advised that Coopers & Lybrand L.L.P. has no
relationship with the Corporation or any of its subsidiaries other than that
arising from such firm's employment as auditors. In accordance with a
resolution of the Board of Directors, this selection is hereby presented to the
Shareholders for ratification at the Annual Meeting.
Performance Graph
COMPARISON OF FIVE YEAR--CUMULATIVE TOTAL RETURNS. PERFORMANCE GRAPH
FOR INDUSTRIAL ACOUSTICS COMPANY, INC.
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND
ACCURATE DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR
THE PURPOSE OF EDGAR FILING.]
<TABLE>
<CAPTION>
LEGEND
December 31,
- -----------------------------------------------------------------------------------------------------
Index Descriptions 1991 1992 1993 1994 1995 1996
- ------------------ ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Industrial Acoustics Company Inc. 100.000 146.053 169.737 160.526 105.263 92.105
ALL NASDAQ Companies 100.000 116.035 134.321 130.278 182.959 224.042
NASDAQ Non-Financial Companies 100.000 109.394 126.300 121.444 169.245 205.606
<FN>
Note:
A. The index level for all series was set at 100.0 on 12/30/91
</TABLE>
9
<PAGE>
OTHER MATTERS
The management of the Corporation knows of no other matters which will be
presented for consideration at the Annual Meeting. However, if any other matter
is properly brought before the Annual Meeting, it is the intention of the
persons named in the proxy forms to vote the Proxies in accordance with their
best judgment.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholder proposals for the 1998 Annual Meeting must be received by the
Secretary of the Corporation not later than January 9, 1998 for inclusion in
the 1998 Proxy Statement and form of Proxy.
EXPENSES OF SOLICITATION
The expenses of this solicitation, including the costs of preparing,
printing, and mailing the Notice of Meeting, the Proxy Statement and the
Proxies, and all incidental expenses, will be borne by the Corporation. In
addition, officers and regular employees of the Corporation may solicit Proxies
on behalf of the management (for which services they will receive no additional
compensation).
By order of the Board of Directors
INDUSTRIAL ACOUSTICS COMPANY, INC.
ARNOLD W. KANAREK
Senior Vice President and Secretary
- -------------------------------------------------------------------------------
FORM 10-K AVAILABLE - A COPY OF THE CORPORATION'S CURRENT ANNUAL REPORT ON FORM
10-K MAY BE OBTAINED BY SHAREHOLDERS, FREE OF CHARGE, BY WRITTEN REQUEST TO THE
SECRETARY.
- -------------------------------------------------------------------------------
10
