SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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
IEH 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:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
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):
N/A
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
[ ] 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: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
IEH CORPORATION
140 58th Street
Bldg. B, Suite 8E
Brooklyn, New York 11220
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on September 1, 2000
-------------------
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
8E, Brooklyn, New York 11220 on September 1, 2000 at 9:00 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 July 28, 2000 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
ROBERT KNOTH,
Secretary
Dated: August 1, 2000
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 8E
Brooklyn, New York 11220
-------------------
PROXY STATEMENT
FOR
Annual Meeting of Shareholders
To Be Held on September 1, 2000
-------------------
This proxy statement and the accompanying form of proxy have been mailed on
or about August 4, 2000 to the Common Stock shareholders of record on July 28,
20000 (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 1, 2000 at 9:00 a.m. at the Corporation's offices at 140 58th
Street, Suite 8E, 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.
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 31, 2000,
including financial statements, accompanies this proxy statement.
The principal executive offices of the Corporation are located at 140 58th
Street, Bldg. B, Suite 8E, Brooklyn, New York 11220; the Corporation's telephone
number is (718) 492-9673.
<PAGE>
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 31, 2001. 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 July 28, 2000 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, 2,303,468
shares of Common Stock were outstanding. Voting of the shares of Common Stock is
on a non-cumulative basis.
The following table sets forth certain information as of June 20, 2000 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 13(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 0 0
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 & 444,284 19.3%
Directors as a Group
(4 in number)
</TABLE>
----------------
* 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.
2
<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 sole matter to be considered at the meeting will be
the election of Directors.
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 four (4) members divided into two (2) classes. Each class would have
three (3) members, but as a result of the resignation of Howard Bernstein on
November 1, 1993, the class of Directors' whose terms expired at the 1999 Annual
Meeting had one (1) vacancy. In addition to the vacancy created by Howard
Bernstein's resignation, as a result of the retirement of Ralph Acello in
November 1999, the class of Directors' whose terms expire at the 2000 Annual
Meeting has two (2) vacancies. Under the Corporation's By-Laws, the Board of
Directors is authorized to fill all vacancies. The Board has not decided to fill
the vacancies created by Mr. Bernstein's resignation and Mr. Acello's
retirement. 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 Michael Offerman and Murray Sennet. 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 2000 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 2001. The Directors whose terms of office expire at the Annual
Meeting are those Directors nominated for election at the 2000 Annual Meeting.
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<PAGE>
Director Position with
Name Since Age Corporation Term Expires
---- ----- --- ----------- ------------
Michael Offerman 1973 58 Chairman of the Board of 2000
Directors and President
Murray Sennet 1970 76 Director 2000
Robert Pittman 1987 74 Director 2001
Allen B. Gottlieb 1992 58 Director 2001
-------------
Michael Offerman (Nominee) 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.
Murray Sennet (Nominee) 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.
Allen Gottlieb 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 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.
Significant Employees
Thomas Hunt is the director of Quality Control, a position he has held
since October, 1992. Mr. Hunt joined the Company in 1987 as the laboratory
director and senior inspector and held said positions until his promotion in
October, 1992.
Robert Knoth joined the Company as Controller in January, 1990 and was
elected treasurer of the Company in March, 1990. Mr. Knoth was elected as
Secretary of the Company 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 Preuss, Inc., a company engaged in the business of
manufacturing truck bodies and accessories.
Joan Prideaux joined the Company in July, 1995 as National Sales Manager.
Prior to such time Ms. Prideaux was employed as an account executive of Viking
Connectors for the previous five years.
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.
Lawrence Schwartz is the Quality Control manager, a position he has held
since July 1997. Mr. Schwartz was employed by Precision International a
manufacturing company of automotive parts.
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
Board of Directors were not paid in fiscal years 1996, 1998, 1999 and 2000, but
were paid in the fiscal year ending 1997.
During the fiscal year ended April 2, 1999, one (1) meeting of the Board of
Directors by telephone conference was held.
The Board of Directors recommends that you vote "FOR" the nominees for
Director.
4
<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 31, 2000, April
2, 1999, and March 27, 1998 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 31, 2000 $ 77,788 - $0
Executive Officer, President/1/ April 2, 1999 $ 97,961 - $0
March 27,1998 $100,000 - $0
</TABLE>
-----------------
(1) During the years ended March 31, 2000, April 2, 1999 and March 27, 1998,
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 $77,788 for fiscal 2000. See "Employment Agreements".
No other officer of the Corporation received compensation (salary and
bonus) in excess of $100,000 during the fiscal years ended March 31, 2000, April
2, 1999 or March 27, 1998.
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 age (age 65), if the employee has completed 15
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
(10) years of 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 of 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.
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
5
<PAGE>
receive the employee benefit for the remainder of the term, after which, the
spouse will received 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 he 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 $92,404 in salary for the fiscal year ended April 2,1998. 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. The Employment Agreement has expired.
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.
6
<PAGE>
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 a 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. The Employment Agreement has expired.
In December 1997, 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 $60,000 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 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 a 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 of 25% of pre-tax
operating profits. There were no contributions to the Bonus Plan for the fiscal
years ended March 31, 2000, April 2, 1999 and March 27, 1998.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH
31, 2000 HAS BEEN FURNISHED WITH THIS PROXY STATEMENT TO SHAREHOLDERS.
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED MARCH 31, 2000 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
MAY BE OBTAINED WITHOUT CHARGE BY 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
July 28, 2000, the person making the request was the beneficial owner of Common
Shares of the Corporation entitled to vote at the 2000 Annual Meeting of
Shareholders.
7
<PAGE>
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.
Shareholder Proposals
Proposals of Shareholders intended to be presented at the Corporation's
2001 Annual Meeting of Shareholders must be received by the Corporation on or
prior to April 27, 2001 to be eligible for inclusion in the Corporation's proxy
statement and form of proxy to be used in connection with the 2001 Annual
Meeting of Shareholders.
By Order of the Board of Directors
ROBERT KNOTH,
Secretary
Dated: August 1, 2000
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.
8
<PAGE>
REVOCABLE PROXY
IEH CORPORATION
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
September 1, 2000
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 1, 2000 and at any
adjournments thereof, hereby revoking any proxy heretofore given. The
undersigned instructs such proxies to vote:
Please be sure to sign and date
this Proxy in the box below. Date ___________________________________
-------------------------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above
With-
For hold Except
I. ELECTION OF DIRECTORS: [_] [_] [_]
NOMINEES FOR DIRECTORS:
Michael Offerman Murray Sennet
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 1,
2000, 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.
-- 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
--------------------------------------------------------------------------------
