C.E.C. INDUSTRIES CORP.
23 Cactus Garden Drive, F-60
Henderson, NV 89014
Telephone (702) 893-4747
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
October 6, 1997
TO THE SHAREHOLDERS OF C.E.C.
INDUSTRIES CORP.
The annual meeting of the shareholders of
C.E.C. Industries Corp. will be held at Country Inn,
1990 Sunset, Henderson, Nevada, on October 6, 1997,
at 1:00 p.m.. Pacific Daylight Time, for the following
purposes.
1. To elect four directors to serve until the
next annual meeting and until their
successors are elected and qualified; and,
2. To transact any other business that may
properly come before the meeting or any
adjournment of the meeting.
Shareholders of record at the close of business
on June 6, 1997, are entitled to notice of and to vote at
the meeting. The Company's proxy statement and its
1997 annual report to shareholders accompany this
notice.
All shareholders are invited to attend the
meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON, PLEASE
SIGN THE ENCLOSED PROXY CARD AND
RETURN IT AS SOON AS POSSIBLE.
By Order of the Board of Directors,
________________________________
Gerald H. Levine
Chief Executive Officer and President
August 11, 1997
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C.E.C. INDUSTRIES CORP.
23 Cactus Garden Drive, F-60
Henderson, NV 89014
Telephone (702) 893-4747
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held October 6, 1997
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in
connection with the solicitation of proxies by the
Board of Directors of C.E.C. Industries Corp. (the
"Company") of proxies for use at the annual meeting of
the shareholders of the Company, or any adjournments
thereof. The meeting will be held at the Country
Inn, 1990 Sunset, Henderson, Nevada, on October 6,
1997, at 1:00 p.m. Pacific Daylight Time, to elect four
directors to serve until the next annual meeting and
until their successors are elected and qualified.
Management knows of no other business that
may properly come before the meeting. The above
matter requires for its approval the affirmative vote of
a majority of the shares represented at a meeting at
which a quorum is present.
SOLICITATION OF PROXIES
Enclosed is a proxy card for use in voting shares
of Common Stock in the Company by proxy at the
annual meeting of shareholders. Unless otherwise
indicated on the proxy, shares represented at the
meeting by a properly executed proxy, received by the
Company in advance of the meeting, will be voted for
each of the nominees for Director shown on the proxy
card. Where a shareholder specifies on a proxy how
the shares represented by the proxy are to be voted, the
shares will be voted in accordance with the
specifications made. Any proxy given by a shareholder
may be revoked by the shareholder at any time prior to
its use by filing a written revocation with the Secretary
of the Company, by filing a proxy, duly executed, with
the Secretary of the Company bearing a later date, or
by attending the meeting and voting in person.
Attendance at the meeting, in and of itself, will not
constitute revocation of a previously submitted proxy.
VOTING SECURITIES
The securities entitled to vote at the meeting
consist of shares of Common Stock of the Company,
par value $0.05. Each share of Common Stock is
entitled to one vote. Only shareholders of record at the
close of business on June 6, 1997, are entitled to
notice of and to vote at the meeting and any
adjournment thereof. The number of outstanding
shares at the close of business on June 6, 1997, was
18,481,795 held by approximately 1708 shareholders.
This Proxy Statement is being mailed to
shareholders beginning August 11, 1997.
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of June 6,
1997, Common Stock ownership of (1) the directors of
the Company, (2) the only persons known to
management to be the beneficial owners of more than
five percent of the Common Stock of the Company, and
(3) the Company's directors and officers as a group:
Amount and Options
Nature of or Other
Title of Name and Address Beneficial Percent Beneficial
Class of Beneficial Ownership of Class Owners(2)(3)
Owner(1)
Common Gerald H. Levine 0 0%
Common Marie A. Levine 0 0%
Common Alvin B. Green 30,000 .0016%
Common Gerald Krupp 10,000 .0005%
Common O.T.S. Holdings, Inc.(4) 6,468,869 .3511%
4535 W. Sahara, Suite 105 13B
Las Vegas, Nevada 89102
Common DSM Golf Enterprises, Inc. 1,200,000 .0649% 720,000(proxy)
1350 E. Flamingo Rd.. #246
Las Vegas, NV 89119
Common Wire To Wire, Inc.(4) 808,667 .0437%
23 Cactus Garden Drive
Suite F23
Henderson, Nevada 89014
Common Directors and Officers 40,000 0021%
as a group (4 persons)
(1) Addresses are furnished only for those
beneficial owners of 5% or more of the
Company's Common Stock.
(2) All beneficial owners have sole voting and
investment power over all of the shares they
own, except as indicated in column five and
these footnotes.
(3) The amounts in column three include the
amounts in column five.
(4) Gerald Levine, President and Director of the
Company is also the President and Director of
O.T.S. Holdings, Inc. and President and a Director
of Wire to Wire, Inc. dba WWW Consulting. Marie A. Levine,
Secretary and Director of the
Company is also the Secretary and a Director of
Wire to Wire, Inc. dba WWW Consulting.
<PAGE>
ELECTION OF DIRECTORS
Four directors are to be elected to the Board of
Directors for one year to serve until the 1998 annual
meeting of shareholders and until their successors are
elected and qualified.
If one or more of the nominees should at the
time of the meeting be unable or unwilling to serve,
the shareholders may vote for other nominees and for
any substitute nominee or nominees designated by
the Board of Directors. None of the Directors knows
of any reason why the four nominees named would be
unavailable to serve. The following table sets forth
information regarding each nominee.
All Positions Years Served
and Offices as Director
Name With C.E.C. Age Of the Company
Gerald H. Levine President, Chief Executive Officer 64 1
& Director
Marie A. Levine Principal Financial Officer, Principal 50 1
Accounting Officer & Director
Alvin B. Green Director 67 1
Gerald Krupp Director 68 1
BOARD OF DIRECTORS MEETINGS AND
COMPENSATION
Board Meetings
The Board of Directors met 26 times during the
fiscal year ended March 31, 1997. The Board does not
have an audit, a compensation nor a nominating
committee.
Director Compensation
For serving on the Board of Directors, each
director of the Company is paid an amount of money
per meeting established from time to time by
resolution of the Board of Directors, or the equivalent
in common stock in the Company.
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS
The Company's executive officers are elected
annually at the first meeting of the Board of Directors
following each annual shareholders meeting. The
Company's executive officers as of June 6, 1997, were
as follows:
Name Age Position
Gerald H. Levine 64 President & Chief Executive Officer
Marie A. Levine 50 Principal Financial Officer,
Principal Accounting Officer
& Secretary/Treasurer
Summary Compensation
The compensation which the Company paid to
the President for services in all capacities and for the
fiscal years indicated, was as follows:
Name and Principal Position Year Salary Other
Gerald H. Levine, President 1997 $102,000
1996 $0
George Matthews, President 1996 $156,500
Richard Cope, President 1996 $0
Ronald J. Robinson, President 1995 $100,000
Donald J. Stoecklein, Secretary 1995 $100,000
Ronald G. Stoecklein, Treasurer 1995 $100,000
) On April 1, 1996 the Company signed an agreement
with WWW Consulting, wherein, WWW
Consulting would provide the Company with
management personnel and other qualified technical
and office personnel as required.
<PAGE>
Insider Participation in Compensation Decisions
The Company has no separate Compensation
Committee; the entire Board of Directors makes
decisions regarding executive compensation. Two of
the five directors are officers of the Company. Gerald
H. Levine is the President and a director and Marie A.
Levine is the Secretary/Treasurer and a Director. Both
of them participated in deliberations of the Company's
Board of Directors concerning executive officer
compensation.
Board of Directors Report on Executive
Compensation
The Board of Directors has no existing policy
with respect to the specific relationship of corporate
performance to executive compensation. Since the
Company's sale, effective December 31, 1990, of all of
the Company's assets relating to its then primary active
business of engineering consulting and customized
minerals processing, the Board has set executive
compensation at what the Board considered to be the
minimal levels necessary to retain and compensate the
officers of the company for their activities on the
Company's behalf.
Gerald H. Levine
Marie A. Levine
Alvin B. Green
Gerald Krupp
EMPLOYEE BENEFIT PLAN
Effective February, 1996, the Savings and
Protection Plan (the "Savings Plan") was terminated by
C.E.C. Management Corp.
1987 NONQUALIFIED STOCK OPTION PLAN
The Company's 1987 Nonqualified Stock
Option Plan (the "NSOP") was terminated in 1996.
SELECTION OF AUDITORS
The Board of Directors selected Clancy and
Co. P.L.L.C., as the independent auditor to examine
the Company's financial statements for the fiscal
year ended March 31, 1997. The Company anticipates
that Mr. Clancy is expected to be present at the
shareholders meeting to answer any questions.
PROPOSALS OF SHAREHOLDERS FOR 1997
ANNUAL MEETING
Proposals of shareholders intended to be
presented at the 1998 annual shareholders' meeting
must be received by the Corporate Secretary, C.E.C.
Industries Corp., 23 Cactus Garden Drive, F-60,
Henderson, Nevada, prior to September 1, 1997.
OTHER MATTERS
Management knows of no other matters that are
likely to be brought before the meeting.
<PAGE>
EXPENSES OF PROXY SOLICITATION
The principal solicitation of proxies will be
made by mail. However, certain officers of the
Company, none of whom will be compensated
therefor, may solicit proxies by letter, telephone or
personal solicitation. Expenses of distributing this
Proxy Statement to shareholders, which may include
reimbursements to banks, brokers and other custodians
for their expenses in forwarding this Proxy Statement,
will be borne exclusively by the Company.
PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY AT YOUR
EARLIEST CONVENIENCE, WHETHER OR
NOT YOU CURRENTLY PLAN TO ATTEND
THE MEETING.
_____________________________
Marie A. Levine
Secretary
<PAGE>
C.E.C. INDUSTRIES CORP.
PROXY
Annual Meeting of Shareholders
October 6, 1997
The undersigned appoints The Board of
Directors of C.E.C. Industries Corp. with full power
of substitution, the attorney and proxy of the
undersigned, to attend the annual meeting of
shareholders of C.E.C. Industries Corp., to be held
October 6, 1997, beginning at 1:00 p.m., Pacific
Daylight Time, at the Country Inn, 1990 Sunset,
Henderson, Nevada and at any adjournment thereof,
and to vote the stock the undersigned would be entitled
to vote if personally present, on all matters set forth in
the Proxy Statement to Shareholders dated June 6,
1997, a copy of which has been received by the
undersigned, as follows:
1. Vote [ ] Withhold
Vote [ ]
for the election of the following five nominees
as directors of the Company, to serve until the
next annual meeting and until their successors
are elected and qualify: Gerald H. Levine,
Marie A. Levine, Alvin B. Green, and Gerald
Krupp. Please indicate the names of those for
whom you are withholding your vote:
2. In its discretion, upon any other matter that
may properly come before the meeting or any
adjournment hereof.
THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFIC
INDICATIONS ABOVE. IN THE ABSENCE OF
SUCH INDICATIONS, THIS PROXY, IF
OTHERWISE DULY EXECUTED, WILL BE
VOTED FOR EACH OF THE MATTERS SET
FORTH ABOVE.
Date ___________________________, 1997 Number of Shares________________
Please sign exactly as
your name appears on
your stock certificate(s).
If your stock is issued in Signature__________________________
the names of two or more Print Name Here:___________________
persons, all of them must
sign this proxy. If signing
in representative capacity,
please indicate your title.
Signature________________________________
Print Name Here:_________________________
PLEASE SIGN AND RETURN THIS PROXY
PRIOR TO SEPTEMBER 30, 1997
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