ARROW-MAGNOLIA INTERNATIONAL, INC.
2646 Rodney Lane
Dallas, Texas 75229
PROXY STATEMENT
Solicitation by the Board of Directors
of Proxies from Shareholders for
the Annual Meeting of Shareholders
to be held on May 30, 1996
The Board of Directors of Arrow-Magnolia International, Inc.
(hereinafter called the "Company") solicits your proxy in the
enclosed form, which you are requested to fill out, sign as
indicated and return to the Company in the enclosed self-addressed
envelope, which requires no postage if mailed in the United States.
You are encouraged to return your completed proxy whether or not
you intend to attend the meeting in person.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is exercised by
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF
ARROW-MAGNOLIA INTERNATIONAL, INC.
2646 Rodney Lane
Dallas, Texas 75229
To be Held
May 30, 1996
Notice is hereby given that the Annual Meeting of Shareholders
of Arrow-Magnolia International, Inc. (the "Company") will be held
at 10:00 a.m. on Thursday, May 30, 1996 at the Community Room,
Texas Commerce Bank, 12875 Josey Lane, Farmers Branch, Texas 75234,
for the following purposes:
1. To elect a Board of Directors of three (3) persons
as nominated in the accompanying Proxy Statement, such
Directors to hold office until the next annual meeting of
shareholders and until their respective successors shall be
duly elected;
2. To ratify the declaration of a one for one stock
dividend on the Company's common stock; and
3. To act upon such amendments or variations to the
foregoing and such other matters as may properly be brought
before the meeting or at any adjournment or adjournments
thereof.
Said meeting may be adjourned from time to time without other
notice than by announcement at said meeting, or at any adjournment
thereof, and any and all business for which said meeting is hereby
noticed may be transacted at any such adjournment.
The Board of Directors has fixed May 10, 1996 as the date for
taking of a record of the shareholders entitled to notice of and to
vote at the meeting and at any adjournment or adjournments thereof.
The stock transfer books will not be closed.
Enclosed is a form of Proxy solicited by the Board of
Directors of the Company. Shareholders who do not plan to attend
the meeting in person are requested to date, sign and return the
enclosed Proxy, together with the Power of Attorney or other
authority, if any, under which it was signed or a notarially
certified copy thereof, in the enclosed envelope, to which no
postage need be affixed if mailed in the United States. Your Proxy
may be revoked at any time before it is exercised and will not be
used if you attend the meeting and prefer to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
MORRIS SHWIFF, President
Dallas, Texas
May 10, 1996
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
ARROW-MAGNOLIA INTERNATIONAL, INC.
The undersigned shareholder of Arrow-Magnolia International,
Inc. (the "Company"), revoking all prior proxies, does by these
presents name, constitute and appoint Morris Shwiff and Fred
Kenner and each of them, the true and lawful proxy and attorney-
in-fact of the undersigned, with full power of substitution, to
vote all shares of the Common Stock, par value $0.10 per share,
of the Company standing in the name of the undersigned on the
books of the Company at the close of business on May 10, 1996 or
in respect of which the undersigned is entitled to vote at the
Company's Annual Meeting of Shareholders, to be held on May 30,
1996 at the Community Room, Texas Commerce Bank, 12875 Josey
Lane, Farmers Branch, Texas 75234, and at any and all adjourn-
ments thereof, on the following matters:
1. Election of Directors
/ / FOR all nominees / / WITHHOLD
listed below (except AUTHORITY to vote
as marked to the for all nominees
contrary below) listed below
Morris Shwiff, Mark Kenner and Fred Kenner.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.)
2. Ratification of a one for one stock dividend on
the Company's common stock
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, upon such other procedural
matters as may properly come before the meeting.
Please complete, sign and mail this proxy promptly in the
enclosed self-addressed envelope, which requires no postage if
mailed in the United States.
IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
MATTERS NO. 1 THROUGH 3.
PAGE
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The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders and the Proxy Statement each dated
May 10, 1996.
Dated , 1996
Shareholder's Signature
Shareholder's Signature
NOTE: Please sign exactly as your name
is shown on the left. If stock stands
in two or more names, please have all
sign. If this Proxy is executed by a
corporation, it should be signed in the
name of the corporation by an officer
thereunto duly authorized. If this
Proxy is to be signed as attorney, exec-
utor, administrator, trustee, guardian,
or in any representative capacity, the
title of the person signing should be
given in full and any necessary documen-
tary evidence of authority to sign this
Proxy should be presented.
