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
filing a written revocation or a duly executed proxy bearing a
later date. Any written revocation may be delivered in person or
mailed to the Company at 2646 Rodney Lane, Dallas, Texas 75229,
Attn: President. A shareholder who attends the Annual Meeting in
person may revoke his proxy at the Annual Meeting and vote in
person if he so desires.
Proxies are being solicited by mail and all expenses of
solicitation have been or will be borne by the Company. The
approximate day on which this Proxy Statement and form of proxy
will be sent to security holders is May 15, 1996.
May 10, 1996 has been fixed as the record date for the
determination of shareholders of the Company entitled to notice of
and to vote at the Annual Meeting or at any adjournments thereof.
At the close of business on that date, 1,157,600 shares of Common
Stock, par value $0.10 per share, (the "Common Stock"), were issued
and outstanding, each share entitling the holder thereof to one
vote. Cumulative voting in the election of Directors is not
allowed.
Abstentions and broker non-votes will be counted as present
for purposes of determining the existence of a quorum at the Annual
Meeting. Abstentions will be treated as shares present and
entitled to vote for purposes of any matter requiring the affirma-
tive vote of a majority or other proportion of the shares present
and entitled to vote. With respect to shares relating to any proxy
as to which a broker non-vote is indicated on a proposal, those
shares will not be considered present and entitled to vote with
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respect to any such proposal. With respect to any matter brought
before the Annual Meeting requiring the affirmative vote of a
majority or other proportion of the outstanding shares, an
abstention or non-vote will have the same effect as a vote against
the matter being voted upon.
All shares of the Company represented by proxies relating to
shares of the Common Stock received in time and in proper form and
condition and not revoked will be voted as specified in the proxy,
or in the absence of specific direction, the proxy will be voted by
the person designated therein:
1. FOR the election as Directors of the Company of the
three (3) nominees named below to hold office until the next
annual meeting of shareholders and until their respective
successors shall be duly elected. In the event any of such
nominees should become unable to serve as a Director, the
proxies will be voted in accordance with the best judgment of
the person acting under it.
2. FOR the ratification of the declaration of a one for
one stock dividend on the Company's common stock.
The management knows of no other matters to be submitted to
the 1996 Annual Meeting with respect to which the shareholders are
entitled to vote, but if other procedural matters do properly come
before the meeting, the persons named in the proxy will vote
according to their best judgment.
<PAGE>
SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the
Company's Common Stock owned at May 10, 1996 by (i) each sharehold-
er known to the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each of the Company's Directors, and
(iii) all officers and Directors as a group. All of the Directors
and officers of the Company, who own beneficially 71.9% of the
Company's Common Stock and 66.5% of the Company's outstanding
Common Stock, have indicated their intention to vote for each of
the matters to be presented to the shareholders at the Annual
Meeting. These votes, when cast, will be sufficient to assure
passage of each of the proposals regardless of whether other
shareholders vote for or against or do not vote with respect to the
proposals.
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Class
Morris Shwiff 500,501(1) 40.5%
2646 Rodney Lane
Dallas, Texas 75229
Mark I. Kenner 303,599(2) 24.7%
2646 Rodney Lane
Dallas, Texas 75229
Fred Kenner 185,900(3) 15.1%
2646 Rodney Lane
Dallas, Texas 75229
All Directors and Officers 990,000(4) 71.9%
as a Group (Three Persons)
(1) Includes 77,000 shares which may be acquired upon exercise of
an option at an exercise price of $1.00 per share.
(2) Includes 72,600 shares which may be acquired upon exercise of
an option at an exercise price of $1.00 per share.
(3) Includes 77,000 shares which may be acquired upon exercise of
an option at an exercise price of $1.00 per share.
(4) Includes 220,000 shares which may be acquired upon exercise of
an option at an exercise price of $1.00 per share.
<PAGE>
ELECTION OF DIRECTORS AND INFORMATION
AS TO DIRECTORS AND NOMINEES
At the 1996 Annual Meeting, the shareholders of the Company
will elect three (3) Directors, in each case to hold office until
the next annual meeting and until their respective successors shall
be duly elected. There will be submitted by the Board of Directors
to the 1996 Annual Meeting for election as Directors the following
three (3) nominees:
Morris Shwiff
Mark I. Kenner
Fred Kenner
The Directors and executive officers of the Company are as
follows:
Name Age Position With Registrant
Morris Shwiff 74 Chairman of the Board and
President
Mark I. Kenner 64 Director and Executive Vice
President
Fred Kenner 43 Director and Vice President,
Secretary and Treasurer
Messrs. Shwiff, Mark Kenner and Fred Kenner were elected as
Directors of the Company on June 28, 1991 and will hold their
positions until their successors are elected.
Each of the above named officers was elected to his respective
offices with the Company by the Board of Directors of the Company
on July 29, 1993, and serve as officers of the Company at the
discretion of the Board of Directors. Mr. Mark I. Kenner is the
father of Mr. Fred Kenner and there is no other family relationship
between any of the executive officers or Directors of the Company.
The principal occupation and employment during the past five
years of the Directors and each of the executive officers of the
Company are as follows:
Morris Shwiff has served as Chairman of the Board of Directors
and President of the Company since December 1985. For more than
five years prior to December, 1985, Mr. Shwiff was a Director,
President and principal stockholder of Arrow Chemical Corporation,
which corporation was acquired by the Company in December, 1985.
<PAGE>
Mark I. Kenner has served as Director and Executive Vice
President of the Company since December 1985. For more than five
years prior to December, 1985, Mr. Kenner was a Director, vice
President and stockholder of Arrow Chemical Corporation.
Fred Kenner has served as Director and Vice President,
Secretary and Treasurer of the Company since December 1985. For
more than five years prior to December, 1985. Mr. Kenner was a
Director, Secretary and Treasurer and stockholder of Arrow Chemical
Corporation.
Directors are elected annually and serve until their succes-
sors are duly elected and qualified. Officers serve at the discre-
tion of the Board.
The Company's Board of Directors has no standing audit,
nominating or compensation committee. During the fiscal year ended
December 31, 1995, the Company's Directors held a total of four
meetings (or their equivalent) and each incumbent Director then
serving participated in all of such meetings (or their equivalent).
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the monetary and non-monetary
compensation paid by the Company during the three fiscal years
ended December 31, 1995 to the Company's chief executive officer
and to the Company's other executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term
Compensation
Awards
Number
Name and Annual of Shares
Principal Compensation Subject to
Position Year Salary Bonus Options Granted
<S> <C> <C> <C> <C>
Morris Shwiff, 1995 $130,000 $17,940 0
Chairman of 1994 $119,000 $ 8,745 77,000
the Board 1993 $116,600 $ 0 0
and President
Mark I. Kenner, 1995 $123,500 $16,887 0
Director and 1994 $112,580 $ 8,208 72,600
Executive 1993 $109,445 $ 0 0
Vice President
Fred Kenner, 1995 $117,000 $15,990 0
Director and 1994 $106,600 $ 7,751 70,400
Vice President, 1993 $103,350 $ 0 0
Secretary and
Treasurer
</TABLE>
<PAGE>
Option Exercises and Fiscal Year End Option Values
The following table reflects option exercises during the fiscal
year ended December 31, 1995, the number of shares underlying both
exercisable and unexercisable options as of the fiscal year end and the
value of unexercised "in the money" options as of the fiscal year end,
after giving effect to a 10% stock dividend declared on April 5, 1995:
<TABLE>
Number of
Number Shares Underlying Value of Unexercised
of Shares Unexercised Options In the Money Options
Acquired at Fiscal Year End at Fiscal Year End(1)
on Value Unexer- Unexer-
Name Exercise Realized Exercisable cisable Exercisable cisable
<S> <C> <C> <C> <C> <C> <C>
Morris
Shwiff 0 0 77,000 - $332,063 -
Mark I.
Kenner 0 0 72,600 - $313,088 -
Fred
Kenner 0 0 70,400 - $303,600 -
(1) For purpose of calculating this value, the Company has utilized the average of
the last bid and asked prices of the Company's common stock as of December 31,
1995 as reported by the NASDAQ OTC Bulletin Board.
</TABLE>
<PAGE>
INFORMATION CONCERNING THE STOCK DIVIDEND
On May 10, 1996, the Board of Directors declared a stock
dividend of one share for each share issued and outstanding. At
the Annual Meeting, shareholders will consider whether to ratify
this stock dividend.
In connection with declaring this stock dividend, the Board of
Directors established June 14, 1996 as the record date for
determining shareholders entitled to participate and receive the
stock dividend. Each record holder as of that date shall be
entitled to receive one additional share of Common Stock for each
share held, unless the Directors shall determine to rescind the
dividend after receiving the vote of the shareholders.
The Board of Directors have reserved the right to rescind the
declaration of the stock dividend at any time prior to the record
date after the vote of the shareholders is calculated. In the
event that the stock dividend is not rescinded, then issuance and
distribution of stock certificates for the additional shares should
occur immediately following the record date of June 14, 1996.
The declaration of the stock dividend will not affect the
Company's shareholders' equity, but would double the Company's
stated capital.
The stock dividend has been declared in order to increase the
of shares available for trading in the public market. Currently,
approximately 300,000 shares of the Company's common stock are
freely tradeable, with the balance being subject to Rule 144
promulgated by the Securities and Exchange Commission. In general,
under Rule 144, a person (or persons whose shares are aggregated)
who has beneficially owned shares subject to Rule 144 for at least
two years, including persons who may be deemed "affiliates" of the
Company, as the term "affiliate" is defined in Rule 144, is
entitled to sell within any three month period a number of shares
that does not exceed the greater of one percent of the then
outstanding shares of the Company's stock (approximately 11,576
shares of stock or 23,152 if the dividend is completed) or the
average weekly trading volume in the over-the-counter market during
the four calendar weeks preceding the date on which notice of the
sale is filed with the SEC. Sales under Rule 144 are also subject
to certain provisions as to the manner of sale, notice requirements
and availability of current public information at the Company. A
person (or persons whose ownership is aggregated) who has benefi-
cially owned shares subject to Rule 144 for at least three years
and who is not deemed to have been an "affiliate" of the Company at
any time during the 90 days preceding the sale is entitled to sell
such shares under Rule 144(k) without regard to the limitations
described above.
<PAGE>
Management believes that increasing the absolute number of
shares available for trading may encourage active trading in the
Company's Common Stock and result in greater liquidity for the
Company's shares. Management therefore hopes that the dividend
will make the investments of existing shareholders more liquid and
may facilitate future offerings by creating an active market. The
Company has no existing plans, undertakings, arrangements or
agreements to conduct any additional offerings, however, and has
not entered into any negotiations for such purpose. Furthermore,
management has no present plans to adopt any anti-takeover or
similar measures to ensure retention of control in connection with
the dividend, nor is management aware of any efforts, within the
past year, to obtain control of the Company.
No approval of the shareholders is required to permit the
stock dividend to be made, and the distribution of the stock
dividend may proceed at the discretion of the Board of Directors
regardless of the votes cast. Rather, the Board of Directors is
requesting the vote of shareholders in order to gauge the receptiv-
ity of shareholders to the dividend. The Board will consider the
votes cast before determining whether to rescind the dividend.
INDEPENDENT AUDITORS
The Board of Directors of the Company has selected KPMG Peat
Marwick as the Company's independent auditors for fiscal 1996.
Representatives of KPMG Peat Marwick are expected to be present at
the Annual Meeting of Shareholders on May 30, 1996, to make any
statement if they desire to do so and to respond to any appropriate
questions of the shareholders.
SHAREHOLDERS' PROPOSALS
The day by which proposals of shareholders intended to be
presented at the 1996 annual meeting of shareholders must be
received by the Company for inclusion in the Company's proxy
statement and form of proxy relating to that meeting is January 10,
1997.
It is important that proxies be returned promptly. Share-
holders are requested to date, sign and return the enclosed proxy
in the enclosed envelope, to which no postage need be affixed if
mailed in the United States. If you attend the 1996 Annual
Meeting, you may revoke your proxy and vote in person if you so
desire, otherwise your proxy will be voted for you.
BY ORDER OF THE BOARD OF DIRECTORS
Morris Shwiff, President
Dallas, Texas
May 10, 1996
<PAGE>
NOTICE: Upon written request from a shareholder of record at May
10, 1996 (or from any beneficial owner representing that he is or
was entitled to vote at the meeting), the Company will furnish
without charge a copy of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as filed with the Securities
and Exchange Commission, including financial statements and
schedules thereto and a list of exhibits not contained therein.
The Company will furnish copies of the full text of any such
exhibits, if requested, upon payment in advance of the fee pre-
scribed therefor as specified in the list of exhibits accompanying
the Annual Report on Form 10-K. Such fee will reflect the Com-
pany's reasonable expenses incurred in providing copies of the
exhibits. Requests should be directed to:
Morris Shwiff
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
