<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[ ] 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
LUNN INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), 14a-6(I)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(I)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________
<PAGE>
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:
__________
2) Form, Schedule or Registration Statement No.:
__________
3) Filing Party:
__________
4) Date Filed:
__________
<PAGE>
LUNN INDUSTRIES, INC.
1 GARVIES POINT ROAD
GLEN COVE, NEW YORK 11542-2828
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Lunn
Industries, Inc., a Delaware corporation (the "Corporation"), will be held at
Lunn Industries, Inc. 1 Garvies Point Road, Glen Cove, New York, on Friday,
September 29, 1995 at 10:15 A.M. local time for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
(1) To elect seven persons as Directors to hold office until the next
Annual Meeting or until their respective successors are elected and
qualified;
(2) To ratify the selection by the Board of Directors of Coopers & Lybrand
LLP. as the independent accountants to audit the Corporation's
financial statements for 1995.
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on July 19,
1995, as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting or any adjournment thereof.
BY ORDER OF THE BOARD
OF DIRECTORS
Lawrence Schwartz
Vice President, Treasurer and Secretary
August 28, 1995
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE>
LUNN INDUSTRIES, INC.
1 GARVIES POINT ROAD
GLEN COVE, NEW YORK 11542-2828
This Proxy Statement, expected to be mailed on or about August 28,
1995, is furnished in connection with the solicitation by the Board of Directors
of Lunn Industries, Inc. (The "Corporation") of Proxies for use at the Annual
Meeting of Shareholders to be held on September 29, 1995 at 10:15 A.M., at Lunn
Industries, Inc., 1 Garvies Point Road, Glen Cove, New York, and at any
adjournment thereof, for the purposes set forth in the Notice of Annual Meeting.
Only the holders of the Corporation's common stock of record at the
close of business on July 19, 1995 will be entitled to notice of and to vote at
the Annual Meeting. As of July 19, 1995, there were outstanding 7,409,908
shares of the Corporation's common stock. Each share of common stock is
entitled to one (1) vote on each matter to be voted on, and a majority of the
shares entitled to vote, represented in person or by Proxy, is required to
constitute a quorum for the transaction of business.
Each of the matters to be voted on at the Annual Meeting requires the
affirmative vote of the holders of a majority of the issued and outstanding
shares of the Corporation's common stock represented and voting at the meeting.
The seven nominees receiving a plurality of the votes cast for election of
directors of the Corporation will be elected as directors of the Corporation.
A Shareholder who gives a proxy may revoke it at any time before it is
voted by giving written notice of the termination thereof to the Secretary of
the Corporation, by filing with the Corporation a later dated proxy in proper
form or by attending the annual meeting, revoking his or her proxy and voting
his or her shares in person. All valid proxies delivered pursuant to this
solicitation of proxies, if received in time and not revoked, will be voted. If
no specifications are given by the Shareholder executing the proxy card, valid
proxies will be voted to elect the seven persons nominated for election to the
Board of Directors listed on the accompanying proxy card, and upon such other
matters as may properly come before the meeting or any adjournment thereof.
The Corporation's 1994 Annual Report to Shareholders, which is being
mailed concurrently to the Shareholders of the Corporation, does not form any
part of the proxy solicitation material.
2
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
PROPOSALS DISCUSSED IN THIS PROXY STATEMENT AND FOR EACH
OF THE PERSONS NOMINATED TO BE ELECTED DIRECTORS OF THE
CORPORATION.
PROPOSAL 1
ELECTION OF DIRECTORS
Seven persons have been nominated as Directors of the Corporation. All of
but two of the nominees are currently Directors of the Corporation. The term of
office of each Director elected will be one year or until the election and
qualification of his successor.
In the unlikely event any of the nominees should, for some reason
(presently unknown), fail to stand for election, the persons designated as
proxies on the accompanying proxy card will vote for substitute nominees. The
names of the seven nominees, the age and principal occupation of each and the
period during which each has served as a Director of the Corporation are set
forth below:
SEVEN NOMINEES TO THE BOARD OF DIRECTORS:
NAME AND FIVE YEAR BUSINESS EXPERIENCE AGE
- -------------------------------------- ---
ALAN W. BALDWIN 57
Chairman of the Board and Chief Executive Officer
of the Corporation since March 1994. Vice President
of the Corporation from December 1993 to March 1994.
Independent consultant, January 1990 to March 1994.
President and CEO of Hytek Microsystems, a
manufacturer of hybrid electronic circuits, from
September 1989 to December 1990. Mr. Baldwin was
originally elected a director in 1993.
WARREN H. HABER 54
Chairman of the Board of Founders Equity, Inc.
and affiliates, private investment and management
companies, for more than five years. Chairman of
the Board of Vitamin Specialities, Inc., a retailer and
direct marketer of vitamins and health related
products. Director of Realty Information Group, LP,
a commercial real estate database Mr. Haber was
originally elected a director in 1994.
3
<PAGE>
JOHN F. MENZEL 52
Chairman and majority shareholder of Fiberglass
Industries, Inc., a manufacturer of fiberglass
products for the marine, sporting goods and
chemical tank industries from before 1989 to the
present. Mr. Menzel was originally elected a
director in 1994.
CHARLES. W. RUSSELL 58
President of F.C. Funding, Inc., a private investment
firm, for more than five years. Executive Vice
President, COO and a Director of Fallek Chemical
Group, an international chemical marketing concern,
from before 1989 to 1990. Mr. Russell was originally
elected a director in 1989.
JOHN SIMON 52
Executive Vice President and Managing Director of
Allen & Company, Incorporated, for more than five years.
Director of Immune Response Corporation, Tcell
Sciences, Inc., and Neurogen Corporation. Mr. Simon
was originally elected a director in 1993.
SAMUEL J. DASTIN 64
Director of Advanced Products, Northrop-Grumman
Corporation. Retired July 1995, after thirty year
career in advanced composite materials,
structures and manufacturing. Selected a Fellow
by both the Society of Advanced Material Processing
Engineers (SAMPE) and the Society of Manufacturing
Engineers (SME) for his comprehensive work in advanced
composites and reinforced plastics.
WILLIAM R. LEWIS 53
Financial consultant offering services to multiple
corporate clients since 1994. Chief Financial
Officer of Air & Water Technologies Corporation
in 1994. Chief Financial Officer of Jenny Craig, Inc.
in 1994. Executive Vice-President, Chief Financial
Officer and Director of Nutri/System, Inc from 1991-1993.
Subsequent to Mr. Lewis leaving, Nutri/System, Inc.
filed for protection from creditors under Chapter 11
of the U.S. Bankruptcy Code in 1993. Executive Vice
President, chief administrative and financial officer
of Simplicity Holdings, Inc. from 1988-1991.
4
<PAGE>
OTHER DIRECTORS AND EXECUTIVE OFFICERS:
GORDON J. BOCKNER 54
Director of the Corporation. President of Business
Development Associates, Inc., international and
domestic consultants to companies organizing and
implementing technology transfer, or technology
acquisition programs, in the plastics and packaging
industries for more than five years. Mr. Bockner
was originally elected a director in 1988, but
will not stand for re-election in 1995.
EDWIN F. PHELPS, JR. 61
Chief Executive Officer, President and Chairman
of the Board of Directors of Lunn Industries, Inc.,
until February 28, 1994, at which time he resigned
from these positions and the Board; CEO, Norfield
Corporation, Danbury, Connecticut, since 1987;
President, COO and Director, Crane Co., 1985-1986;
Chairman, Medusa Corp., 1985-1986; Partner, MIED
Partners, 1985-1986; President, COO and Director, Uni-
Dynamics, Electric Co., 1969-1983.
LAWRENCE SCHWARTZ 60
Vice President, Chief Financial Officer, Treasurer
and Assistant Secretary and Controller, Lunn
Industries, Inc., since 1990; Controller,
Simtronics, Inc., 1987-1989.
STEVEN M. TADLER 34
Vice President of Advent International Corporation,
a venture capital firm since 1988. A director of
Pollux Corporation, wTe Corporation, Aerotest
Corporation and Xenergy Inc. Mr. Tadler did not
stand for re-election as a director in 1994.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has the responsibility to serve as the
representative of the Shareholders. The Board establishes broad corporate
policies and oversees the overall performance of the Corporation. However, the
Board is not involved in day-to-day operating details. Members of the Board are
kept informed of the Corporation's business activities through discussion with
the Chief Executive Officer, by reviewing analyses and reports sent to them by
management and by participating in board meetings. At present, the Board of
Directors has no standing committees.
During 1994 there were seven meetings of the Board of Directors, and
all directors attended more than 75% of the Board of Directors' meetings.
Directors who are not employees of the Corporation receive $500.00 for each
meeting of the Board attended.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Amount and (3) Percent of
Address Nature of Class
Beneficial Beneficial
Owner Owner
- ----------------------------------------------------------------------------------------------------
Common Stock Special Situation Fund LP III 500,000 6.18%
625 Madison Avenue
New York, NY. 10022
Common Stock Edwin F. Phelps, Jr. 700,250 8.65
583 Canoe Hill Road
New Canaan, Ct. 06840
Common Stock Joseph E. Sheehan 552,614 (1) 6.83
711 Fifth Avenue
New York, NY. 10022
Common Stock Cooke & Cie, S.A. 600,000 7.41
7 Rue des Alps
Geneva 1, Switzerland
Common Stock Karin Lamotte 707,500 (2) 8.74
16 Victoria Road
London W85RG England
<FN>
(1) Includes a Unit purchase option and a warrant held by J.E. Sheehan &
Company to purchase up to 39,057 Units and 192,000 shares, respectively,
which , if such option and warrant were fully exercised, would amount to
270,114 shares.
(2) Does not include warrants, expiring January 1997, to acquire 78,116 shares
of common stock for $3.50 per share owned by Mrs. Lamotte's husband, in
which Mrs. Lamotte disclaims any beneficial interest.
(3) Percentage is based upon total outstanding shares as of June 7, 1995, and
options and warrants that are exercisable within sixty days of this date.
</TABLE>
6
<PAGE>
(b) Security ownership of management.
The following table provides information regarding the shares of
Common Stock of the Corporation beneficially owned as of June 7, 1995 by all
directors and nominees and by all directors, nominees and executive officers as
a group:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Amount and Percent of Class
of Class
Address Nature of (5)
Beneficial Beneficial
Owner Owner
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Alan W. Baldwin 150,000 (1) 1.85%
c/o Lunn Industries
1 Garvies Point Road
Glen Cove, NY. 11542
Common Stock Gordon J. Bockner 25,000 (2)(3)(4) .31
c/o Business Development Associates
1 Landmark Square
Stamford, CT. 06901
Common Stock Warren Haber 85,000 (4) 1.05
c/o Founders Equity
200 Madison Avenue
New York, NY. 10016
Common Stock John F. Menzel 5,000 (4) .06
c/o Fiber Glass Industries, Inc.
RD #5 Edison Street
Amsterdam, NY. 12010
Common Stock Charles W. Russell 165,077(2)(3)(4) 2.04
c/o F.C. Funding
770 Lexington Avenue
New York, NY. 10021
Common Stock John Simon 5,000 (4) .06
c/o Allen & Co.
711 Fifth Avenue
New York, NY. 10022
7
<PAGE>
Common Stock Edwin F. Phelps, Jr. 700,250 8.65
583 Canoe Hill Road
New Canaan, Ct. 06840
Common Stock Directors and Executive Officers 435,077 5.37
as a group (6 persons)
<FN>
- ---------------------------------
(1) Includes option to purchase 150,000 shares at $.60 which expires on June 9, 2004.
(2) Includes warrants to purchase 10,000 shares at $1.50 which expires on June 16, 1999.
(3) Includes warrants to purchase 10,000 shares at $4.37 which expires on May 13, 2003.
(4) Includes options to purchase 5,000 shares at $.625 which expires on June 8, 2004.
(5) Percentage is based upon total outstanding shares as of June 7, 1995, and options
and warrants that are exercisable within sixty days of this date.
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) Joseph E. Sheehan
Mr. Sheehan is President and sole shareholder of J.E. Sheehan & Company,
Inc. ("Sheehan"). Sheehan served as the placement agent for the Corporation for
a private placement in January 1992, of the Corporation's common stock and
received, as partial compensation, a five year option to purchase up to 80,000
units at an option exercise price of $5 per unit. Sheehan transferred its
option to purchase with respect to 50,000 Units to three transferees. Upon
application of certain anti-dilution provisions contained in the Unit purchase
option, the option to purchase 30,000 Units retained by Sheehan at $5 per Unit
has been adjusted to an option to purchase 39,057 Units at $3.50 per Unit.
As partial compensation as placement agent for a private placement of
2,400,000 shares of the Corporation's common stock on March 31, 1994, Sheehan
acquired a warrant to purchase up to 192,000 shares of common stock at a warrant
exercise price of $.70 per warrant.
As part of the placement agent agreement with Sheehan, the Corporation has
granted Sheehan the following:
(i) The right to name two members of the Board of Directors.
(ii) A right of first refusal to be investment banker for future offerings
by the Corporation through March 31, 1998.
(iii) The right, together with other shareholders constituting the majority
of all securities privately placed on March 31, 1994, to demand the
filing of a registration statement with respect to the 70,000 shares
purchased by Joseph E. Sheehan and the shares underlying the warrant
to purchase up to 192,000 shares by Sheehan.
8
<PAGE>
Sheehan received 100,000 shares of the common stock of the Corporation as
compensation for private placement of $360,000 Lunn subordinated debt.
(b) Edwin F. Phelps, Jr.
Effective on February 28, 1994, Lunn, in an agreement dated March 10,
1994, sold all of its interest in Norfield Corporation, a subsidiary, to Edwin
F. Phelps, Jr., the former President and Chief Executive Officer of the
Corporation, for approximately $561,000 by cancellation of a like amount of
indebtedness owed by the Corporation to Mr. Phelps, plus the retention by Lunn
of a 3% royalty upon sales in excess of $3.5 Million (but not to exceed $10
Million) of Norfield's products which utilize the patented Norcore technology.
Norfield Corporation had net losses of $434,000 in 1993. Included in the first
quarter net earnings for 1994 was a gain of $18,335, net of income tax
provision, from the sale of the discontinued operation. The gain on the sale of
the discontinued operations resulted from the elimination of intercompany
accounts, the investment in Norfield Corporation and the forgiveness of Mr.
Phelps' debt.
(c) Cook & Cie, S.A..
The Corporation borrowed $360,000 from Cook & Cie, S.A. payable in January,
1997 plus interest at 10% per annum payable in common stock.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
It has recently come to attention of the Corporation that several of the
officers and directors may not have filed the necessary Form 4 and 5 on a timely
basis, or merely failed to provide the Corporation with copies of such forms.
The Corporation is presently reviewing these forms and plans to bring all
required filers in compliance with Section 16(a) shortly.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BANK.
9
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Name
and Securities
Principal Other Underlying
Position Year Salary($) Compensation($) Options/Warrants
- -------- ---- --------- --------------- ----------------
<S> <C> <C> <C> <C>
Alan W. Baldwin 1994 $127,257 $4,616 (1) $0
Chairman 1993 $0 $0 $0
of the Board 1992 $0 $0 $0
of Directors
and Chief Executive
Officer
Edwin F. Phelps, Jr. 1994 $0 $0 $0
Former President, 1993 $110,940 $230,000 (2) $450,000 (3)
Chief Executive 1992 $126,300 $0 $550,500 (4)
Officer, and
Director
<FN>
(1) Paid as consultant fee earned in 1993, paid in 1994 to a corporation
controlled by Mr. Baldwin.
(2) Amount accrued (but not paid) by Corporation as reimbursement for
income taxes incurred by Mr. Phelps upon exercise of warrants.
(3) Exercise of warrants to acquire 100,000 shares at an average
exercise price of $1.50 per share. The fair market price on the
date of exercise of the warrants was $6.00.
(4) Exercise of warrants to acquire 150,000 shares at an average exercise
price of $1.83 per share. The fair market price on the date of
exercise of the warrants was $5.50.
</TABLE>
10
<PAGE>
(c) Option/SAR Grants Table
Option/SAR Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or Base Expiration
Granted Fiscal Year Price ($/Sh) Date
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan W. Baldwin 200,000 54% $.60 6/9/2004
</TABLE>
(d) Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-
Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan W. Baldwin None None 50,000/150,000 $0
</TABLE>
(f) Compensation of Directors
Directors who are not employees of the Corporation earn a fee of $500 for
each meeting of the Board of Directors that is attended. The directors,
excluding Alan W. Baldwin, were granted, in June 1994, options to purchase 5,000
shares of the Corporation's common stock at $.625 which expires on June 8, 2004.
11
<PAGE>
(g) Employment contracts and termination of employment and change in control
arrangements.
In November, 1994, the Corporation entered into an employment contract
commencing on March 14, 1994 with Alan W. Baldwin to serve as Chairman of the
Board and Chief Executive Officer of the Corporation, for an initial term of one
year, with automatic renewals for additional one year terms, at an annual salary
of $150,000.
The contract provides for increases on an annual basis upon review by the
Board of Directors or the Compensation Committee. Additionally, an incentive
compensation program will be implemented on an annual basis by the Board of
Directors. The Corporation will provide Mr. Baldwin the normal employee
benefits provided to other employees, in addition to a company car.
Additionally, the Corporation is obligated to pay Mr. Baldwin a one time
relocation expense of $70,000. The Corporation has granted Mr. Baldwin a non-
statutory stock option for 200,000 shares exercisable at $.60 per share.
PROPOSAL 2
The Board of Directors has selected Coopers & Lybrand LLP., independent
certified public accountants, as the auditors for the 1995 fiscal year. The
Corporation has been advised by Coopers & Lybrand LLP. that neither the firm nor
any of its associates has any material relationship with the Corporation or any
of its subsidiaries. In accordance with a resolution of the Board of Directors,
such selection is being presented to the shareholders for ratification at the
Annual Meeting. If the foregoing proposal is not approved by a majority vote of
the shareholders present, in person or by proxy, at the Annual Meeting or if
prior to the Annual Meeting, Coopers & Lybrand LLP. shall decline to serve, then
the Board of Directors will designate another firm to audit the financial
statements of the Corporation for 1995 fiscal year, whose continued employment
thereafter will be subject to ratification by the shareholders.
It is not expected that a representative of Coopers & Lybrand LLP will be
present at the Annual Meeting.
Pacowta & Hubbard is the accounting firm which examined and reported on the
Corporation's financial statements for the fiscal year ended December 31, 1993,
and was terminated by the Corporation and replaced with Coopers & Lybrand LLP.
Although Pacowta & Hubbard's opinion on the 1993 financial statements contained
no disclaimer, it was qualified by reference to Note 16 to the consolidated
financial statements because the Corporation was not in compliance with certain
restrictive debt
12
<PAGE>
covenants and to the extent that the Corporation was unable to replace its
credit facility by June 30, 1994, "substantial doubt is raised concerning the
Corporation's ability to continue as a going concern."
Coopers & Lybrand LLP. is the accounting firm which examined and reported
on the Corporation's financial statements for the fiscal year ended December 31,
1994. Although the Coopers & Lybrand LLP. opinion on the 1994 financial
statements contained no disclaimer, it was qualified by reference to the losses
of $4,476,000 in the past two years and to Note 7 to the consolidated financial
statements because the Corporation was not in compliance with certain required
payments, for which waivers of noncompliance have not been obtained. The
opinion states, "These uncertainties raise substantial doubt about the
Corporation's ability to continue as a going concern."
PROPOSALS OF SHAREHOLDERS
Proposals of any shareholders of the Corporation which are to be presented
at the Corporation's 1996 Annual Meeting of Shareholders which such shareholder
wishes to be included in the Corporation's Proxy Statement and form of proxy
relating to such Annual Meeting, must be received by the Corporation no later
than December 1, 1995. The next Annual Meeting of Shareholders is anticipated
to be held on June 7, 1996.
OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the Notice of
1995 Annual Meeting of Shareholders. The Board of Directors does not intend to
present, and knows of no one who intends to present, any matter for action by
shareholders at such meeting other than the matters referred to in that Notice.
However, the enclosed Proxy covers discretionary authority with respect to the
transaction of any other business that may properly come before the meeting, and
it is the intention of the persons named in the enclosed Proxy to vote such
Proxy in accordance with their judgement on such matter.
The solicitation of this Proxy is being made on behalf of the Board of
Directors of the Corporation and will be made only by mail, except that, if
necessary, officers of the Corporation, without additional compensation,
therefor, may make solicitations in person, by telephone, or by telegraph. The
total cost of solicitations of Proxies will be borne by the Corporation.
Please fill in, sign and date the enclosed Proxy and return it in the
accompanying addressed envelope which requires no further postage if mailed in
the
13
<PAGE>
United States. If you attend the Annual Meeting and wish to vote your shares in
person, you may do so. Your cooperation in giving this matter your prompt
attention is appreciated.
Lawrence Schwartz
Vice President, Treasurer and Secretary
Lunn Industries, Inc.
1 Garvies Point Road
Glen Cove, New York 11542
August 28, 1995
14
