SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
IEH CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
IEH CORPORATION
140 58th Street
Bldg. B, Suite E
Brooklyn, New York 11220
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on September 26, 1997
To the Shareholders of
IEH CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IEH
CORPORATION (the "Corporation") will be held at 140 58th Street, Bldg. B, Suite
E, Brooklyn, New York 11220 on September 26, 1997 at 9:30 a.m., New York time,
for the following purposes:
1. To elect two (2) Directors to the Corporation's Board of
Directors to hold office for a period of two years or until
their successors are duly elected and qualified;
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The close of business on August 15, 1997 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Corporation, in writing, prior to the Annual Meeting of Shareholders.
By Order of the Board of Directors
/s/Robert Knoth
---------------
ROBERT KNOTH,
Secretary
Dated: August 22, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE>
IEH CORPORATION
140 58th Street
Bldg. B, Suite E
Brooklyn, New York 11220
PROXY STATEMENT
FOR
Annual Meeting of Shareholders
To Be Held on September 26, 1997
This proxy statement and the accompanying form of proxy have been
mailed on or about August 22, 1997 to the Common Stock shareholders of record on
August 15, 1997 (the "Record Date") of IEH CORPORATION, a New York corporation
(the "Corporation") in connection with the solicitation of proxies by the Board
of Directors of the Corporation for use at the Annual Meeting of shareholders to
be held on September 26, 1997 at 9:30 a.m. at the Corporation's offices at 140
58th Street, Suite E, Brooklyn, New York 11220, and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Corporation's Common Stock represented by an effective
proxy in the accompanying form will, unless contrary instructions are specified
in the proxy, be voted (i) FOR the election of the two (2) persons nominated by
the Board of Directors as Directors; and (ii) To transact such other business as
may properly come before the Annual Meeting or any adjournment thereof.
Any such proxy may be revoked at any time before it is voted. A
shareholder may revoke this proxy by notifying the Secretary of the Corporation
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. Directors shall be elected by a plurality of the votes cast
at a meeting of the shareholders by the holders of shares entitled to vote in
the election. The holders of one-third of the outstanding Shares entitled to
vote, in person or represented by proxy, will constitute a quorum for the
transaction of business. An affirmative vote of a majority of the votes cast at
the meeting is required for approval of all other items being submitted to the
shareholders for their consideration. The term votes cast is defined as the
votes actually cast for or against the resolution. A shareholder, not present at
the Annual Meeting, voting through a proxy, who abstains from voting on any
matter which is submitted to the shareholders for a vote, including the election
of Directors, is considered to be present at the meeting for the purpose of
establishing a quorum, however, the shares are not counted as being voted for or
against the matter submitted. Brokers holding shares for beneficial owners in
"street names" must vote those shares according to specific instructions they
received from the owners of such shares. If instructions are not received,
brokers may vote the shares on all matters to be voted upon at the Annual
Meeting.
<PAGE>
The Corporation will bear the cost of the solicitation of proxies by
the Board of Directors. The Board of Directors may use the services of its
Executive Officers and certain Directors to solicit proxies from shareholders in
person and by mail, telegram and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial owners of the Corporation's Common Stock
held of record by such persons, and the Corporation may reimburse them for
reasonable out-of-pocket expenses incurred by them in so doing.
The Annual Report to shareholders for the fiscal year ended March 28,
1997, including financial statements, accompanies this proxy statement.
The principal executive offices of the Corporation are located at 140
58th Street, Bldg. B, Suite E, Brooklyn, New York 11220; the Corporation's
telephone number is (718) 492-4440.
Independent Public Accountants
The Board of Directors of the Corporation has selected Jerome
Rosenberg, P.C., Certified Public Accountant, as the independent auditor of the
Corporation for the fiscal year ending March 27, 1998. Shareholders are not
being asked to approve such selection because such approval is not required. The
audit services provided by Jerome Rosenberg, P.C. consist of examination of
financial statements, services relative to filings with the Securities and
Exchange Commission, and consultation in regard to various accounting matters.
Jerome Rosenberg, P.C. or a member of his firm is expected to be present at the
meeting, will have the opportunity to make a statement if he so desires, and
will be available to respond to appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Corporation's
Common Stock, $.50 par value. The presence, in person or by proxy, of a majority
of shares entitled to vote will constitute a quorum for the meeting. Each share
of Common Stock entitles its holder to one vote on each matter submitted to
shareholders. The close of business on August 15, 1997 has been fixed as the
Record Date for the determination of the shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof. At that date, 2,303,502
shares of Common Stock were outstanding. Voting of the shares of Common Stock is
on a non-cumulative basis.
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<PAGE>
The following table sets forth certain information as of August 15,
1997 with respect to each Director, each nominee for election as Director, each
named Executive Officer and all Directors and Officers as a group, and the
persons (including any "group" as that term is used in Section l3(d)(3) of the
Securities Exchange Act of l934), known by the Corporation to be the beneficial
owner of more than five (5%) percent of the Corporation's Common Stock:
<TABLE>
<CAPTION>
Amount of and Nature
Name and Address of of Beneficial
Title of Class Beneficial Owner Ownership Percentage of Class
-------------- ---------------- --------- -------------------
<S> <C> <C> <C>
Common Stock $.50 Michael Offerman 399,784(1) 17.4%
Par Value 140 58th Street
Brooklyn, NY 11220
Murray Sennet 24,500 1.1%
1900 Manor Lane
Plano, TX 75093
Allen Gottlieb 82,300 3.6%
325 Coral Way
Ft. Lauderdale, FL
33301
Robert Pittman 20,000 *
45 Ocean Avenue
Monmouth Beach, NJ
07750
Gerard Deiss
16 Rue De La Mart 547,000(2) 23.7%
Chartreuil
6-68 490
Mere Par Montfort
L'Amaury, France
David Lopez and 278,000 12.1%
Nancy Lopez
Edge of Woods
P.O. Box 323
Southhampton, NY
11968
All Officers & 526,584 22.9%
Directors as a Group
(6 in number)
* Less than 1%.
(1) 43,600 shares of Common Stock are jointly owned by Mr. Offerman and his
wife, Gail Offerman.
(2) These shares are beneficially owned by Mr. Deiss through a Liechtenstein
trust.
</TABLE>
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<PAGE>
Certain Reports
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and officers and persons who own, directly or
indirectly, more than 10% of a registered class of the Corporation's equity
securities, to file with the Securities and Exchange Commission ("SEC") reports
of ownership and reports of changes in ownership of Common Stock of the
Corporation. Officers, directors and greater than 10% shareholders are required
to furnish the Company with copies of all Section 16(a) reports that they file.
Based solely on review of the copies of such reports received by the Company,
the Company believes that filing requirements applicable to officers, directors
and 10% shareholders were complied with during the fiscal year.
It is expected that the following will be considered at the meeting and
action taken thereon:
I. ELECTION OF DIRECTORS
The Corporation's Certificate of Incorporation provides that the
Directors of the Corporation are to be elected in two (2) classes each class to
be elected to a staggered two (2) year term. The Board of Directors currently
consists of five (5) members divided into two (2) classes. Each class has three
(3) members, but as a result of the resignation of Howard Bernstein on November
1, 1993, the class of Directors' whose terms expire at the next Annual Meeting
has one (1) vacancy. Under the Corporation's By-Laws, the Board of Directors is
authorized to fill all vacancies. The Board has not decided to fill the vacancy
created by Mr. Bernstein's resignation. The members of each class are elected
for a staggered term of two (2) years each and until their successors are duly
elected and qualified.
The persons nominated for election to the Corporation's Board of
Directors at the Annual Meeting are Robert Pittman and Allen B. Gottlieb. All of
such persons currently serve on the Board of Directors.
The affirmative vote of a plurality of the votes cast at a meeting of
the shareholders by the holders of shares of Common Stock entitled to vote in
the election is required to elect each Director. All proxies received by the
Board of Directors will be voted for the election as Directors of the nominees
indicated below if no direction to the contrary is given. In the event any
nominee is unable to serve, the proxy solicited hereby may be voted, in the
discretion of the holder of the proxy, for the election of another person in his
stead. The Board of Directors knows of no reason to anticipate this will occur.
No family relationships exist between any Director or nominee for election as a
Director.
The following table sets forth certain information as of the date
hereof with respect to all of the Directors of the Corporation, including its
two (2) nominees for election to the Corporation's Board of Directors at the
1997 Annual Meeting. The information provided below indicates those Directors
whose term of office expires at the Annual Meeting and those Directors whose
term of office expires in 1998. The Directors whose terms of office expire at
the Annual Meeting are those Directors nominated for election at the Annual
Meeting.
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<PAGE>
<TABLE>
<CAPTION>
Director Position with
Name Since Age Corporation Term Expires
---- ----- --- ----------- ------------
<S> <C> <C> <C> <C>
Michael Offerman 1973 55 Chairman of the Board of 1998
Directors and President
Ralph Acello 1988 59 Vice President - 1998
Production and Director
Murray Sennet 1970 73 Director 1998
Robert Pittman 1987 71 Director 1997
Allen B. Gottlieb 1991 55 Director 1997
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</TABLE>
Allen Gottlieb (nominee) has been a member of the Corporation's Board
of Directors since 1992. Mr. Gottlieb has been an attorney in private practice
in New York City for over five (5) years.
Robert Pittman (nominee) has been a member of the Corporation's Board
of Directors since 1987. Mr. Pittman retired in October l992, at which time he
had held the position of Vice-President of Engineering and Secretary of the
Corporation.
Michael Offerman has been a member of the Corporation's Board of
Directors since 1973. In May, 1987, Mr. Offerman was elected President of the
Corporation and has held that position since that date. Prior to his becoming
President, Mr. Offerman served as Executive Vice-President of the Corporation.
Ralph Acello has been a member of the Corporation's Board of Directors
since 1988. In August, 1984, Mr. Acello was elected the Corporation's
Vice-President of Production and has held the position since that date.
Murray Sennet has been a member of the Corporation's Board of Directors
since 1968. Mr. Sennet was the Secretary and Treasurer of the Corporation at the
time of his retirement in April, 1986.
Significant Employees
Robert Knoth joined the Corporation as Controller in January, 1990 and
was elected Treasurer of the Corporation in March, l990. Mr. Knoth was elected
as Secretary of the Corporation in September 1992 and Mr. Knoth has held these
positions since said dates. From 1986 to January, 1990, Mr. Knoth was employed
as Controller by G&R Pruss, Inc., a company engaged in the business of
manufacturing truck bodies and accessories.
Thomas Hunt is the Director of Quality Control, a position he has held
since October, 1992. Mr. Hunt joined the Corporation in l987 as the Laboratory
Director and Senior Inspector and held such positions until his promotion in
October, l992.
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<PAGE>
Joan Prideaux joined the Company in July, 1995 as its National Sales
Manager. In December 1996 Ms. Prideaux was elected Vice President Sales and
Marketing. Prior to such time Ms. Prideaux was employed as an account executive
at Viking Connectors.
Stephen Reich is the Director of Purchasing, a position he has held
since July 1995. Prior to joining the Company, Mr. Reich owned and operated a
retail business.
Board Meetings, Committees and Compensation
The Corporation does not have any nominating, audit or compensation
committee of the Board of Directors. Each Director receives an annual fee of
$l,000 for serving as a member of the Board of Directors each fiscal year. The
$1,000 fee is paid in December of each year. The Board of Directors were not
paid in fiscal years 1995, 1996 or 1997.
During the fiscal year ended March 28, 1997, one (1) meeting of the
Board of Directors by telephone conference was held and action was taken on one
(1) occasion by unanimous written consent of the Board of Directors in lieu of a
meeting.
The Board of Directors recommends that you vote "FOR" the nominees for
Director.
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<PAGE>
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth below the summary compensation paid or
accrued by the Corporation during the fiscal years ended March 28, 1997, March
29, 1996 and March 31, 1995 for the Corporation's Chief Executive Officer:
<TABLE>
<CAPTION>
Other Annual
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Michael Offerman, Chief March 28,1997 $100,000 - 0
Executive Officer, President(1) March 29, 1996 92,404 - 0
March 31, 1995 86,875 - 0
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(1) During the years ended March 28, 1997, March 29, 1996 and March 31,
1995, and the Corporation provided automobile allowances to Mr.
Offerman. This does not include the aggregate incremental cost to the
Corporation of such automobile or automobile allowances. The
Corporation is unable to determine without unreasonable effort and
expense the specific amount of such benefit, however, the Corporation
has concluded that the aggregate amounts of such personal benefit for
Mr. Offerman does not exceed $25,000 or 10% of the compensation
reported as total salary and bonus reported. Effective January 1, 1995,
Mr. Offerman entered into an employment agreement with the Company to
increase his salary to $100,000 per annum. Mr. Offerman agreed that,
not withstanding the terms of his new employment agreement, he was paid
at the rate of $92,404 for fiscal 1996. Commencing September 1996, Mr.
Offerman began receiving his salary at the rate of $100,000 per year.
See "Employment Agreements".
</TABLE>
No other officer of the Corporation received compensation (salary and bonus) in
excess of $100,000 during the fiscal years ended March 28, 1997 or March 29,
1996 or March 31, 1995.
Pension/Benefit Incentive Plan
In 1964, the Corporation's Shareholders and Board of Directors adopted
a contributory pension plan (the "Salaried Pension Plan") effective April 1,
1964, for salaried employees of the Corporation. The Salaried Pension Plan as
revised on April 1, 1987, provides for retirement benefits for qualified
employees upon or prior to retirement. For early retirement, employees are
eligible to receive a portion of their retirement benefits, starting 10 years
prior to the employees anticipated normal retirement date (age 65), if the
employee has completed l5 years of service to the Corporation. The employee is
eligible to receive reduced retirement benefits based on an actuarial table for
a period not exceeding ten (l0) years or his lifetime. In no event would
benefits exceed $12,000 per year.
For normal retirement at the age of sixty-five (65) the employee is
entitled to receive full retirement benefits for a period not exceeding ten (10)
years or his lifetime. If the employee should die prior to the ten year period,
his beneficiaries will continue to receive the full benefit for the remainder of
the ten year term. In no event will benefits exceed $12,000 per year.
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<PAGE>
If payment is made on the "joint and survivor basis" as elected by the
employee, benefits will be provided to both the employee and spouse on a reduced
basis over the life of both the employee and his spouse. If the employee should
die prior to the guaranteed ten year period, the spouse will receive the
employee benefit for the remainder of the term, after which, the spouse will
receive the reduced spousal benefit for the life of the spouse. In no event will
the benefits pursuant to the joint and survivor basis exceed $12,000 per year.
In June, 1995, the Company applied to the Pension Benefit Guarantee
Corporation for a distress termination of the Salaried Pension Plan. The PBGC
has notified the Company that it has agreed to take over the Salaried Pension
Plan. The PBGC has not issued its final order and may require that the Company
enter into an agreement to make future payments to the PBGC.
Under an agreement dated June 16, 1978, the Corporation entered into a
retirement compensation agreement with Michael Offerman, which provides that
upon reaching the age of 65, or the earlier of death, total disability, or
employment termination by mutual consent, Michael Offerman or his beneficiary
would be entitled to retirement payments of $30,000 per year for a period of
five years.
Employment Agreements
In August, 1995, the Board of Directors approved the terms of an
employment agreement with Michael Offerman, its President and Chairman of the
Board. Effective as of January 1, 1995, the terms of the Employment Agreement
provide that Mr. Offerman's salary will be $100,000 per year and that he will be
employed as President of the Company until a term expiring on December 31, 1999.
Mr. Offerman agreed to defer the increase in his salary from the previous year's
rate of compensation ($86,875) until October 20, 1995 and further agreed to
receive only $92,404 in salary for the fiscal year ended March 29, 1996.
Commencing in September 1996, Mr. Offerman began receiving compensation at the
rate of $100,000 per year in accordance with his employment agreement. As
further provided under the terms of the Employment Agreement, the Company will
provide certain benefits such as health benefits and the use of a full size
automobile during the term. The Company also agreed to pay the premium for a
$150,000 term life insurance policy payable to Mr. Offerman's beneficiary. In
the event the Company declines to enter into a new employment agreement with Mr.
Offerman at the expiration of his term, the Company has agreed to pay Mr.
Offerman the sum of $75,000. Additionally, in the event there occurs a "change
of control" of the Company, and within the one (1) year period thereafter Mr.
Offerman's employment is terminated or he resigns, then Mr. Offerman will be
entitled to receive a sum equal to the balance of his base salary for the
remainder of the term plus $75,000. A "change of control" is defined to mean (i)
a person becomes the holder of 30% or more of the combined voting power of the
Company's outstanding securities (ii) the stockholders of the Company approve a
merger or consolidation whereby the Company's voting securities fail to
represent, after such merger or consolidation, at least 50.1% of the voting
securities of the surviving entity. Additionally, in the event the Company
relocates outside of the New York City Metropolitan area, it has agreed to pay
Mr. Offerman the sum of $75,000.
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<PAGE>
In August, 1995, the Board of Directors approved the terms of an
employment agreement with Ralph Acello, its Vice President-Production. Effective
as of January 1, 1995, the terms of the Employment Agreement provide that Mr.
Acello's salary will be $61,300 per year and that he will be employed as Vice
President-Production of the Company until a term expiring on December 31, 1999.
As further provided under the terms of the Employment Agreement, the Company
will provide certain benefits such as health benefits and the use of a full size
automobile during the term. The Company also agreed to pay the premium of a
$150,000 term life insurance policy payable to Mr. Acello's beneficiary. In the
event the Company declines to enter into a new employment agreement with Mr.
Acello at the expiration of his term, the Company has agreed to pay Mr. Acello
the sum of $45,975. Additionally, in the event there occurs a "change of
control" of the Company, and within the one (1) year period thereafter Mr.
Acello's employment is terminated or he resigns, then Mr. Acello will be
entitled to receive a sum equal to the balance of his base salary for the
remainder of the term plus $45,975. A "change of control" is defined to mean (i)
a person becomes the holder of 30% or more of the combined voting power of the
Company's outstanding securities (ii) the stockholders of the Company approve a
merger or consolidation whereby the Company's voting securities fail to
represent, after such merger or consolidation, at least 50.1% of the voting
securities of the surviving entity. Additionally, in the event the Company
relocates outside of the New York City Metropolitan area, it has agreed to pay
Mr. Acello the sum of $45,975.
In August, 1995, the Board of Directors approved the terms of an
employment agreement with Robert Knoth. Effective as of January 1, 1995, the
terms of the Employment Agreement provide that Mr. Knoth's salary will be
$59,500 per year and that he will be employed as Secretary and Treasurer until a
term expiring on December 31, 1999. As further provided under the terms of the
Employment Agreement, the Company will provide certain benefits such as health
benefits. The Company also agreed to pay the premium of a $150,000 term life
insurance policy payable to Mr. Knoth's beneficiary. In the event the Company
declines to enter into a new employment agreement with Mr. Knoth at the
expiration of his term, the Company has agreed to pay Mr. Knoth the sum of
$44,625. Additionally, in the event there occurs a "change of control" of the
Company, and within the one (1) year period thereafter Mr. Knoth's employment is
terminated or he resigns, then Mr. Knoth will be entitled to receive a sum equal
to the balance of his base salary for the remainder of the term plus $44,625. A
"change of control" is defined to mean (i) a person becomes the holder of 30% or
more of the combined voting power of the Company's outstanding securities (ii)
the stockholders of the Company approve a merger or consolidation whereby the
Company's voting securities fail to represent, after such merger or
consolidation, at least 50.1% of the voting securities of the surviving entity.
Additionally, in the event the Company relocates outside of the New York City
Metropolitan area, it has agreed to pay Mr. Knoth the sum of $44,625.
In December 1996, the Board of Directors approved the terms of an
employment agreement with Joan Prideaux. The terms of the employment agreement
provide that Ms. Prideaux's salary will be $57,000 per year and that she will be
employed as Vice President-Sales and Marketing. The agreement is for a period of
five years. As further provided under the terms of the employment agreement, the
Company will provide certain benefits such as health benefits. The Company also
agreed to pay the premium of a $150,000 term life insurance policy payable to
Ms. Prideaux's beneficiary. In the event the Company declines to enter into a
new employment agreement with Ms. Prideaux at the expiration of the term, the
Company has agreed to pay Ms. Prideaux the sum of $42,750. Additionally, in the
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<PAGE>
event there occurs a "change of control" of the Company, and within the one (1)
year period thereafter Ms. Prideaux's employment is terminated or he resigns,
then she will be entitled to receive a sum equal to the balance of her base
salary for the remainder of the term plus $42,750. A "change of control" is
defined to mean (i) a person becomes the holder of 30% or more of the combined
voting power of the Company's outstanding securities (ii) the stockholders of
the Company approve a merger or consolidation whereby the Company's voting
securities fail to represent, after such merger or consolidation, at least 50.1%
of the voting securities of the surviving entity. Additionally, in the event the
Company relocates outside of the New York City Metropolitan area, it has agreed
to pay Ms. Prideaux the sum of $42,750.
Cash Bonus Plan
In 1987, the Company adopted a cash bonus plan ("Cash Bonus Plan") for
Executive Officers. Contributions to the Bonus Plan are made by the Company only
after pre-tax operating profits exceed $150,000 for a fiscal year, and then to
the extent of 10% of the excess of the greater of $150,000 or 25% of pre-tax
operating profits. There were no contributions to the Bonus Plan for the fiscal
years ended March 28, 1997, March 29, 1996 or March 31, 1995.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED MARCH 28, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION HAS
BEEN FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO SHAREHOLDERS. UPON WRITTEN
REQUEST SENT TO ROBERT KNOTH, SECRETARY, IEH CORPORATION, 140 58TH STREET, SUITE
8E, BROOKLYN, NEW YORK, 11220 SHAREHOLDERS MAY RECEIVE, FOR A NOMINAL FEE, A
COPY OF THE EXHIBITS. Each such request must set forth a good faith
representation that as of August 15, 1997, the person making the request was the
beneficial owner of Common Shares of the Corporation entitled to vote at the
1997 Annual Meeting of Shareholders.
II. OTHER BUSINESS
As of the date of this proxy statement, the items discussed herein
contain the only business which the Board of Directors intends to present, and
is not aware of any other matters which may come before the meeting. If any
other matter or matters are properly brought before the Annual Meeting, or any
adjournments thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their judgment.
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<PAGE>
Shareholder Proposals
Proposals of Shareholders intended to be presented at the Corporation's
1998 Annual Meeting of Shareholders must be received by the Corporation on or
prior to May 28, 1998 to be eligible for inclusion in the Corporation's proxy
statement and form of proxy to be used in connection with the 1998 Annual
Meeting of Shareholders.
By Order of the Board of Directors
/s/Robert Knoth
---------------
ROBERT KNOTH,
Secretary
Dated: August 22, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
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<PAGE>
REVOCABLE PROXY
IEH CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
September 26, 1997
The undersigned hereby appoints ROBERT KNOTH and MICHAEL OFFERMAN and each of
them, proxies, with full power of substitution to each, to vote all Common
Shares of IEH CORPORATION owned by the undersigned at the Annual Meeting of
Shareholders of IEH CORPORATION to be held on September 26, 1997 and at any
adjournments thereof, hereby revoking any proxy heretofore given. The
undersigned instructs such proxies to vote:
I. ELECTION OF DIRECTORS
Allen B. Gottlieb
Robert Pittman
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- - --------------------------------------------------------------------------------
AND TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement dated August
22, 1997, receipt of which is hereby acknowledged.
Either of the proxies, who shall be present and acting, shall have and may
exercise all the powers hereby granted.
Unless contrary instructions are given, the shares represented by this proxy
will be voted (a) for the Election of the two (2) Directors nominated and (b) to
vote upon any other business as may properly come before the meeting or any
adjournment thereof. Please sign exactly as name appears hereon. Joint Owners
should each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Said proxies will use their discretion with respect to any other matters which
properly come before the meeting.
This proxy is solicited on behalf of the Board of Directors.
<PAGE>
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
IEH CORPORATION
Please date and sign exactly as your name appears on this proxy card. For
joint accounts, each joint owner should sign. Executors, administrators,
trustees, etc., should also so indicate when signing.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
