<PAGE>
[LOGO OF ANDERSEN GROUP APPEARS HERE]
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Notice of
Annual Meeting
and
Proxy Statement
1995
The annual meeting
of the shareholders of
Andersen Group, Inc.
will be held on Thursday,
November 16, 1995 at 11:15 a.m.
at the principal subsidiary
of the Company,
The J.M. Ney Company,
Ney Industrial Park,
Bloomfield, Connecticut.
- --------------------------------------------------------------------------------
<PAGE>
ANDERSEN GROUP, INC.
NEY INDUSTRIAL PARK
BLOOMFIELD, CONNECTICUT 06002
(860) 242-0761
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 1995
----------------
To the Shareholders of Andersen Group, Inc.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders (the "Annual
Meeting") of Andersen Group, Inc. (the "Company") will be held on November 16,
1995 at 11:15 a.m. local time at the principal subsidiary of the Company, The
J.M. Ney Company, Ney Industrial Park, Bloomfield, Connecticut, for the
following purposes:
1. To elect a Board of Directors for the ensuing year.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Only holders of record of outstanding shares of the Common Stock, without
par value, of the Company (the "Common Stock") at the close of business on
October 2, 1995 will be entitled to notice of, and to vote at, the Annual
Meeting or any adjournment or postponement thereof.
Prior to the actual voting thereof, a proxy may be revoked by the person
executing such proxy by filing with the Secretary of the Company an instrument
of revocation, by a duly executed proxy bearing a later date, or by voting in
person at the Annual Meeting.
By Order of the Board of Directors
Elmer J. Dahl
Secretary
Bloomfield, Connecticut
October 10, 1995
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
ANDERSEN GROUP, INC.
NEY INDUSTRIAL PARK
BLOOMFIELD, CONNECTICUT 06002
(860) 242-0761
----------------
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD NOVEMBER 16, 1995
----------------
This Proxy Statement is being furnished to holders of Common Stock, without
par value, of the Company (the "Common Stock") in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board")
for use at the Annual Meeting of Shareholders to be held on November 16, 1995,
at 11:15 a.m., at the principal subsidiary of the Company, The J.M. Ney
Company, Ney Industrial Park, Bloomfield, Connecticut 06002 and at any
adjournment or postponement thereof (the "Annual Meeting").
At the Annual Meeting, shareholders will be asked to consider and vote upon
the election of directors for the ensuing year and upon such other matters as
may properly come before the meeting. The Board has fixed the close of business
on October 2, 1995 as the record date for determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting. As of October 2,
1995, 1,934,205 shares of Common Stock were issued and outstanding, each
entitled to one vote per share.
Votes are counted by tellers of the Company's transfer agent. These tellers
will canvas the shareholders present at the Annual Meeting, count their votes
and count the votes represented by proxies presented. Abstentions and broker
nonvotes are counted for purposes of determining the number of shares
represented at the Annual Meeting but broker nonvotes are deemed not to have
voted on the proposal. Broker nonvotes occur when a broker nominee (which has
voted on one or more matters at the Annual Meeting) does not vote on one or
more other matters at the Annual Meeting because it has not received
instructions to so vote from the beneficial owner and does not have
discretionary authority to vote.
Proxies received by the Company in the proper form will be voted at the
Annual Meeting and at any adjournments or postponements thereof, as specified
therein by the shareholders executing such proxies. Any proxy that does not
specify to the contrary will be voted in favor of the election of the Board's
nominees for director as set forth in this Proxy Statement.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by filing with the Secretary of the Company, at
Ney Industrial Park, Bloomfield, Connecticut 06002, a written revocation or a
duly executed proxy bearing a later date, or by voting in person at the Annual
Meeting.
The cost of the solicitation of proxies by the Board from the shareholders
will be borne by the Company. Proxies may be solicited by additional mailings
or communications, personal interviews, telephone and telegram by the
directors, officers, and employees of the Company at no additional
compensation. Upon request, the Company will reimburse brokers, custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them
in forwarding proxy materials to beneficial owners of each share of Common
Stock.
The date of this Proxy Statement is October 10, 1995. The Proxy Statement and
the related form of Proxy are first being mailed to shareholders on or about
October 10, 1995.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM THIS PROXY
STATEMENT IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON AND BY
FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED FEBRUARY 28, 1995, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. REQUESTS SHOULD BE DIRECTED TO ELMER J. DAHL, SECRETARY,
ANDERSEN GROUP, INC., NEY INDUSTRIAL PARK, BLOOMFIELD, CONNECTICUT 06002 (860)
242-0761.
<PAGE>
ELECTION OF DIRECTORS
The holders of 33 1/3% of the outstanding shares of Common Stock entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business. Each share represented is entitled to one vote on
all matters properly brought before the Annual Meeting. The approval of the
election of directors requires the affirmative vote of a majority of the
outstanding shares of Common Stock. For purposes of determining whether a
proposal has received a majority vote, abstentions will be included in the vote
totals with the result that an abstention will have the same effect as a
negative vote.
Six directors are to be elected at the Annual Meeting for a term of one year
and until their successors shall be elected and qualified. Unless authority is
withheld, it is intended that votes will be cast pursuant to the enclosed proxy
for the election of the six nominees set forth below. All of the nominees are
presently members of the Board and have agreed to serve as a director if so
elected. In the event that any of the nominees should become unable or
unwilling to serve as director, a contingency which management has no reason to
expect, it is intended, except when authority has been withheld, that the proxy
will be voted FOR the election of such person, if any, as shall be designated
by the Board. The names of, and certain information with respect to, the
persons nominated for election as directors are as follows:
[PHOTO OF OLIVER R. GRACE, JR., age 41, has been a Director of the
OLIVER R. Company since 1986 and Chairman since March 29, 1990. He has
GRACE, JR. also been President of AG Investors, Inc., one of the
APPEARS HERE] Company's subsidiaries, since 1992. Mr. Grace, Jr. is a
General Partner of The Anglo American Security Fund L.P., and
serves as a Director of Republic Automotive Parts, Inc. Mr.
Grace, Jr. is the brother of John S. Grace.
[PHOTO OF FRANCIS E. BAKER, age 65, has been a Director of the Company
FRANCIS E. and President and Chief Executive Officer of the Company since
BAKER APPEARS 1959. Mr. Baker also serves as a Director of Connecticut Water
HERE] Services, Inc. and Fresenius USA, Inc.
[PHOTO OF PETER N. BENNETT, age 59, has been a Director of the Company
PETER N. since 1992. He is a private investor and financial consultant.
BENNETT APPEARS
HERE]
2
<PAGE>
[PHOTO OF JOHN S. GRACE, age 37, has been a Director of the Company
JOHN S. GRACE since 1990. He is the Chairman of Sterling Grace Corporation,
APPEARS HERE] and a General Partner of The Anglo American Security Fund L.P.
John S. Grace is the brother of Oliver R. Grace, Jr.
[PHOTO OF LOUIS A. LUBRANO, age 61, has been a Director of the Company
LOUIS A. since 1983 and is currently Managing Director of Stires and
LUBRANO Company, Inc., a position he has held since 1991. Mr. Lubrano
APPEARS HERE] was previously the Director of the NASDAQ Forum from March
1990 to March 1991, Managing Director of Home Group Capital
Markets, Inc. from February 1989 to February 1990, and
President of the investment banking firm of Gabelli & Company,
Inc. from April 1986 to February 1989. Mr. Lubrano also serves
as a Director of Graham-Field Health Products, Inc.
[PHOTO OF JAMES J. PINTO, age, 44, has been a Director of the Company
JAMES J. PINTO since 1988. He is currently Chairman and a Director of
APPEARS HERE] National Capital Management Corporation, a position he has
held since 1989. Mr. Pinto also serves as a Director of
Biscayne Holdings, Inc. and President of the Private Finance
Group Corporation.
3
<PAGE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During the fiscal year ended February 28, 1995, the Board of Directors held
five regular meetings. All but three of the directors attended at least 75% of
the meetings of the Board and meetings of committees of the Board on which each
served. Joseph F. Engelberger, Richard H. Gordon and Gwendolyn Grace were
present at three of the Board's five meetings; Mr. Gordon was present at one of
the Compensation Committee's three meetings.
The Board has an Executive Committee comprised of Messrs. Grace, Jr.
(Chairman), Baker and John S. Grace. The responsibilities of the Executive
Committee include selection of potential nominees for director and the
recommendation of nominees to the full Board; monitoring the Company's
management resources, structure, succession planning, development and
performance of key executives; and review and recommendation of new business
opportunities to the entire Board. There were two meetings of the Executive
Committee during the fiscal year ended February 28, 1995.
The Board does not have a Nominating Committee. The Executive Committee
considers the qualifications of persons to be recommended to the Board and
shareholders for election as directors of the Company. Such recommendations
must be accompanied by appropriate background information and documentation.
The Board has an Audit Committee comprised of Messrs. Lubrano (Chairman),
Gordon, John S. Grace and Dahl (in his capacity as Secretary of the Company).
This Committee is primarily concerned with the effectiveness of the audits of
the Company by its internal staff and the Company's independent certified
public accountants. Among other things, its duties include: recommending the
selection of independent certified public accountants; reviewing the scope of
the audit to be conducted by them, as well as the results of their audit;
reviewing the organization and scope of the Company's internal system of
financial controls; evaluating the Company's financial reporting activities
(including its Proxy Statement and Annual Report) and the accounting standards
and principles followed by the Company; and examining other reviews covering
compliance by employees with important Company policies. There was one meeting
of the Audit Committee during the fiscal year ended February 28, 1995.
The Board also has a Compensation Committee comprised of Messrs. Engelberger
(Chairman), Gordon, Lubrano and Pinto, each of whom is an independent non-
employee director. This Committee reviews and recommends executive
compensation, including changes therein, and administers the Company's stock
option plans. There were three meetings of the Compensation Committee during
the fiscal year ended February 28, 1995.
The Board also has a Pension Committee comprised of Messrs. Grace, Jr.,
Baker, Dahl, and Franklin R. Stoner, with Mr. Stoner in his capacity as
Director of Human Resources and Administration. There was one meeting of the
Pension Committee during the fiscal year ended February 28, 1995.
The Board also has an Investment Committee comprised of Messrs. Grace, Jr.,
John S. Grace and Pinto. This committee considers and evaluates certain
investment opportunities. There were no meetings of the Investment Committee
during the fiscal year ended February 28, 1995.
The Board also has an Independent Committee comprised of Messrs. Lubrano
(Chairman), Baker, Conklin and Gordon. This Committee considers and reviews any
and all transactions with affiliates of the Company. There were two meetings of
the Independent Committee during the fiscal year ended February 28, 1995.
4
<PAGE>
EXECUTIVE COMPENSATION
The following information is given regarding the annual and long-term
compensation paid or to be paid to the Chief Executive Officer and the four
other most highly compensated executive officers of the Company with respect to
the fiscal years 1995, 1994 and 1993. Pursuant to the Securities and Exchange
Commission (the "Commission") regulations, information is also provided with
respect to Mr. Acker, who served as President of Digital GraphiX, Incorporated
(f/k/a New Microtime Inc.) for the first seven months of fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------- ------------- ----------
SECURITIES
UNDERLYING LTIP ALL OTHER
NAME AND FISCAL SALARY(A) BONUS OPTIONS/SAR PAYOUTS COMPENSATION(B)
PRINCIPAL POSITION YEAR ($) ($) (#) ($) ($)
------------------ ------ --------- ------ ------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Francis E. Baker........ 1995 235,978 -- -- -- 51,352(c)
President and Chief 1994 243,665 -- -- -- 53,164(c)
Executive Officer 1993 255,673 -- -- -- 15,914
Oliver R. Grace, Jr..... 1995 98,750 -- -- -- 665
Chairman of the Board 1994 149,037 -- -- -- 1,921
and President of AG 1993 150,963 -- -- -- --
Investors, Inc.
H. George Wolfe, Jr..... 1995 124,324 6,000 -- -- 1,780
President, Ney Dental 1994 108,105 13,390 -- -- 1,293
International, Inc. 1993 100,002 12,500 -- -- 1,795
Ronald N. Cerny(d)...... 1995 108,718 21,000 -- -- 729
General Manager 1994 94,620 10,000 5,000 -- 41,944
The J.M. Ney Company 1993 -- -- -- -- --
Jack E. Volinski(e)..... 1995 98,521 4,969 -- -- 1,229
Chief Financial Officer 1994 93,872 4,778 -- -- 1,171
Andersen Group, Inc. 1993 77,925 7,375 -- -- 1,250
David E. Acker(f)....... 1995 95,873 -- -- -- 75,505
President, Digital 1994 114,675 -- -- -- --
GraphiX, Incorporated 1993 -- -- -- -- --
</TABLE>
- --------
(a) Includes amounts of compensation deferred, at the employees option,
pursuant to the Company's 401(k) plan.
(b) Consists of contributions made by the Company in respect of its money
purchase pension plan, 401(k) plan and The J.M. Ney Company Profit Sharing
Plan. For 1995 and 1994, no contributions were made by the Company in
respect of the Money Purchase Pension Plan. In 1993 the Company made a
contribution to the Money Purchase Pension Plan for the benefit of Mr.
Baker in the amount of $13,732. Contributions by the Company in respect of
its 401(k) plan for 1995, 1994 and 1993, respectively, were: $1,352, $3,164
and $2,182 for Mr. Baker; $665, $1,921 and $0 for Mr. Grace, Jr.; $1,780,
$1,293 and $1,409 for Mr. Wolfe, Jr. $729, $0 and $0 for Mr. Cerny, $1,229,
$1,171 and $1,078 for Mr. Volinski in 1995, 1994 and 1993 and none for Mr.
Acker. For 1995 and 1994, no contributions were made by the Company in
respect of The J.M. Ney Company Profit Sharing Plan. In 1993 the Company
made a contribution of $386 to the J.M. Ney Company Profit Sharing Plan for
the benefit of Mr. Wolfe, Jr. and $172 for Mr. Volinski.
5
<PAGE>
(c) Includes a contribution made by the Company in respect of a Special
Executive Retirement Plan in the amount of $50,000.
(d) Mr. Cerny joined the Company on April 23, 1993. All Other Compensation for
Mr. Cerny in 1994 includes $39,379 of relocation expenses and $2,565 for
personal use of a Company provided automobile.
(e) Mr. Volinski was appointed Chief Financial Officer of the Company on June
24, 1993. Previously, he was Chief Financial Officer for The J.M. Ney
Company.
(f) Mr. Acker joined the Company on May 10, 1993. He was terminated in
September 1994. All Other Compensation for Mr. Acker in 1995 consists of
six months of severance pay pursuant to his employment agreement.
6
<PAGE>
OPTIONS GRANTED IN FISCAL 1994
No stock options were granted in fiscal 1995 to the individuals named in the
Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR FISCAL YEAR
END (#) END ($)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Francis E. Baker........ -- -- 30,000/0 --
Oliver R. Grace, Jr. ... -- -- 5,000/0 --
H. George Wolfe, Jr. ... -- -- 1,000/0 --
Ronald N. Cerny......... -- -- 1,666/3,334(1) --
Jack E. Volinski........ -- -- 1,000/0 --
David E. Acker.......... -- -- -- --
</TABLE>
- ------------
(1) Options become exercisable in April 27, 1996.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board, consisting of Messrs. Engelberger
(Chairman), Gordon, Lubrano and Pinto, each of whom is an independent, non-
employee director, is responsible for reviewing the Company's executive
compensation program and policies each year and determining the compensation of
the senior executive officers. The Committee's determination on compensation of
the Chief Executive Officer and other executive officers is reviewed with and
approved by the entire Board.
The fiscal 1995 base pay of the Company's executive officers was determined
primarily on the basis of the Committee's overall assessment of the executive
officer's performance and competitive market data on salary levels. The
Committee's overall policy regarding compensation of the Company's executive
officers is to provide competitive salary levels and compensation incentives
that attract and retain individuals of outstanding ability in key positions
that recognize individual performance and the performance of the Company
relative to the performance of other companies of comparable size, complexity
and quality, and that support both the short-term and long-term goals of the
Company. The executive compensation program includes elements which, taken
together, constitute a flexible and balanced method of establishing total
compensation for senior management.
Compensation paid to the Company's executive officers for fiscal year 1995
consisted primarily of salary, contributions made by the Company in respect of
its 401(k) Plan and, with respect to Mr. Baker, a contribution made by the
Company in respect of a Special Executive Retirement Plan. While each executive
officer's salary is determined on the basis of the individual's
responsibilities and performance and a comparison with salaries paid by
competitors of the Company, the other primary components of executive
compensation are directly related to corporate and business unit performance.
In light of the Committee's increasing emphasis on performance-related
compensation and the failure of the Company to reach certain predetermined
performance goals, no stock option grants were awarded in fiscal year 1995.
7
<PAGE>
The Committee established the compensation of Francis E. Baker, the President
and Chief Executive Officer of the Company, for fiscal 1995 using the same
criteria. Mr. Baker's fiscal year 1995 base pay was determined based upon the
Committee's overall assessment of Mr. Baker's performance and competitive
market data on salary levels. Again, using competitive market data, the
Committee agreed to make a payment of $50,000 to Mr. Baker's Special Executive
Retirement Plan.
Because of the Company's financial performance, Mr. Baker's annual salary was
reduced to $200,000 from $220,000 effective January 1, 1995. In addition, the
salary and Director's fee for the Company's Chairman, Mr. Oliver R. Grace, Jr.,
was also reduced effective January 1, 1995 to $85,000 from $100,000.
Mr. Baker's incentive compensation was to be determined by reference to the
Company's fiscal year 1995 audited earnings before provision for interest,
taxes, depreciation and amortization, as reduced by certain adjustments. In
light of the Company's financial performance during fiscal year 1995, no
incentive compensation payment was made to Mr. Baker.
It is the opinion of the Committee that the aforementioned compensation
structures provide features which properly align the Company's executive
compensation with corporate performance and the interests of its shareholders
and which offer competitive opportunities in the marketplace.
The Compensation Committee
J.F. Engelberger, Chairman
R.H. Gordon
L.A. Lubrano
J.J. Pinto
8
<PAGE>
PERFORMANCE GRAPH
The following graph compares the performance of the Company for the periods
indicated with the performance of the National Association of Securities
Dealers Automated Quotation ("NASDAQ") Composite Stock Index (the "NASDAQ
Composite") and the performance of the NASDAQ Industrial Composite Stock Index
(the "Peer Group"). The comparative five year total returns assume a $100
investment made on February 28, 1990 with dividends reinvested. The Andersen
Group, Inc. stockholder return shown on the following graph is not necessarily
indicative of future stock performance.
Comparative Five-Year Total Returns
Andersen Group, Inc., NASDAQ Composite, Peer Group (NASDAQ Industrials)
(Performance results through February 28, 1995)
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
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<S> <C> <C> <C> <C> <C> <C>
Andersen Group $100.00 $101.37 $ 76.71 $ 76.71 $ 46.58 $ 32.88
NASDAQ Composite $100.00 $106.39 $148.75 $157.51 $188.10 $186.39
Peer Group $100.00 $117.41 $167.86 $162.11 $194.07 $180.66
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</TABLE>
9
<PAGE>
PENSION BENEFITS
The following tables set forth the estimated aggregate annual benefit payable
upon retirement or at normal retirement age for each level of remuneration
specified at the listed years of service. The pension benefits are based on
calendar year earnings and are payable in the form of a life annuity. For
calendar 1994, the maximum annual compensation limit for determining pension
benefits was $150,000.
Table I is applicable only to employees of The J.M. Ney Company ("Ney") who
had made prior contributions to the pension plan and were considered active
participants prior to February 28, 1991.
Table II is applicable to all other employees of the Company and its
subsidiaries including employees of Ney who had not made prior contributions to
the pension plan and were not considered active participants prior to February
28, 1991.
TABLE I
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------
REMUNERATION 5 10 15 20 25 30
- ------------ ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000....................... $ 6,250 $12,500 $18,750 $25,000 $31,250 $ 37,500
125,000....................... 7,813 15,625 23,438 31,250 39,063 46,875
150,000....................... 9,375 18,750 28,125 37,500 46,875 56,250
175,000....................... 12,813 23,750 34,688 45,625 56,563 67,500
200,000....................... 14,375 26,875 39,375 51,875 64,375 76,875
225,000....................... 15,938 30,000 44,063 58,125 72,188 86,250
250,000....................... 17,500 33,125 48,750 64,375 80,000 95,625
275,000....................... 19,063 36,250 53,438 70,625 87,813 105,000
</TABLE>
An individual's pension benefits are equal to the greater of the following
two calculations: (A) 1.25% of final average earnings (average annual earnings
for the five consecutive years of highest earnings in the employee's last 10
years of employment), determined on the earlier of February 29, 1996 or the
date of such member's termination of employment, or (B) the sum of the
individual's accrued pension benefit at 12/31/93 calculated pursuant to (A)
above and the individuals compensation for the year (up to a maximum of
$150,000) multiplied by 1.25% multiplied by the number of years of service
since 12/31/93.
For calendar year 1994, compensation taken into account under the qualified
pension plan for any individual in any year was limited to $150,000.
Pension benefits are not reduced on account of social security benefits
received by the employee. Average earnings is the sum of the amounts shown in
the columns labeled "Salary" and "Bonus" in the Summary Compensation Table. The
executive officers named in the Summary Compensation Table have the following
years of credited service for pension plan purposes: Mr. Wolfe, Jr.--9 years.
TABLE II
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------
REMUNERATION 5 10 15 20 25 30
- ------------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$100,000........................ $ 5,170 $10,340 $15,510 $20,680 $25,850 $31,020
125,000........................ 6,733 13,465 20,198 26,930 33,663 40,395
150,000........................ 8,295 16,590 24,885 33,180 41,475 49,770
175,000........................ 11,517 21,374 31,232 41,089 50,947 60,804
200,000........................ 13,079 24,499 35,919 47,339 58,759 70,179
225,000........................ 14,642 27,624 40,607 53,589 66,572 79,554
250,000........................ 16,204 30,749 45,294 59,839 74,384 88,929
275,000........................ 17,767 33,874 49,982 66,089 82,197 98,304
</TABLE>
10
<PAGE>
An individual's pension benefits are equal to the greater of the following
two calculations: (A) .75% of final average earnings (average annual earnings
for the five consecutive years of highest earnings in the employee's last 10
years of employment), plus .50% of final average earnings in excess of covered
compensation (average of Social Security wage base) multiplied by the
employee's years of service as a qualified employee (up to a maximum of 40
years), or (B) the sum of the individual's accrued pension benefit at 12/31/93
calculated pursuant to (A) above and the individual's compensation for the year
(up to a maximum of $150,000) multiplied by the percentages in (A) above
multiplied by the number of years of service since 12/31/93.
During calendar year 1994, compensation taken into account under the
qualified pension plan for any individual in any year was limited to $150,000.
Pension benefits are not reduced on account of social security benefits
received by the employee. Average earnings is the sum of the amounts shown in
the columns labeled "Salary" and "Bonus" in the Summary Compensation Table. For
purposes of this table, the amount used for covered compensation is the average
of the covered compensation for each of the individuals named in the Summary
Compensation Table. The executive officers named in the Summary Compensation
Table have the following years of credited service for pension plan purposes:
Mr. Baker--9 years; Mr. Grace, Jr.--2 years; Mr. Volinski--4 years; Mr. Cerny--
1 year; Mr. Acker--none.
DIRECTOR COMPENSATION
All non-employee directors receive $6,000 per year, $500 for attendance at
each Board meeting and reimbursement of expenses. Additionally, John S. Grace
receives compensation of $15,000 annually as a member of the Executive
Committee, and Louis A. Lubrano receives compensation of $2,000 for serving as
Chairman of the Audit Committee.
EMPLOYMENT AGREEMENTS
Messrs. Wolfe, Jr. and Cerny have employment agreements which, among other
things, provide for severance pay in the event of involuntary termination.
Mr. Wolfe, Jr. is entitled to six months severance in the event of
termination of Mr. Wolfe's employment for any reason other than cause as such
term is defined in the agreement. In addition, Mr. Wolfe, Jr. was granted the
right to receive a stock option equal to one percent (1%) of the outstanding
stock of Ney Dental International, Inc. on March 1, 1994. To date, the stock
option has not been granted because the terms of the stock option plan,
including the price of the option, have not been established. The Company may,
however, at its option, provide equivalent benefits to Mr. Wolfe, Jr. in the
form of non-equity compensation.
Mr. Cerny's employment agreement provides that in the event of termination
for other than cause, the Company, at its option, will provide Mr. Cerny with
twelve months of notice or salary and fringe benefits or any combination
thereof. In the event of a change in control of The J.M. Ney Company, the
Company has agreed to provide Mr. Cerny with two years severance including
fringe benefits.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Cellular Investments
In May 1992, the Company made an investment in Cellular Holdings L.P.
("Cellular Holdings"), a limited partnership which owns and operates three
rural nonwireline cellular telephone franchises in Louisiana and Mississippi.
Oliver R. Grace, Jr., Chairman and director of the Company, contributed all of
the assets and liabilities of two Louisiana franchises to Cellular Holdings in
exchange for approximately 65% of the partnership equity in Cellular Holdings
and 80% of the capital stock of its
11
<PAGE>
corporate general partner. Cellular Holdings acquired the Mississippi franchise
for $1,800,000 in cash, a $1,350,000 note of Cellular Holdings and
approximately 20% of the partnership equity. The Company provided $1,800,000 to
Cellular Holdings for application to the purchase price of the Mississippi
franchise and start-up and operating costs in exchange for approximately 15% of
the partnership equity. In addition, the Company advanced approximately
$200,000 for costs related to the organization of Cellular Holdings.
The relative equity in Cellular Holdings received by the Company and Mr.
Grace, Jr. was determined after negotiation by the Independent Committee of the
Company's Board. One of the cellular franchises contributed by Mr. Grace, Jr.
was acquired by him for $1,200,000 in July, 1991 and was valued by the
Independent Committee at that price for purposes of determining equity in
Cellular Holdings. Mr. Grace, Jr. was awarded the other franchise in the
Federal Communications Commission lottery of rural franchises. The Independent
Committee received three appraisals of the value of this franchise, ranging
from $4,400,000 to $8,900,000 from independent appraisers recognized in the
cellular telephone industry. The Independent Committee valued this franchise at
$6,500,000, which fell below the midpoint of the range of appraisals received.
The Independent Committee also considered that Mr. Grace, Jr. had advanced
approximately $800,000 toward construction and operating costs to the Louisiana
franchises which remained outstanding at the closing. The Committee further
considered the terms of the financing described below, which were set forth in
a nonbinding letter of intent at the time of the closing.
On December 11, 1992, Cellular Holdings, the Company and Mr. Grace, Jr.
entered into agreements with Media Communications Partners II Limited
Partnership and other investors (the "Investors") and MidSouth Management
Investors Corp. ("MMI") providing for financing of up to $10,500,000 for
construction and operation of the cellular franchises and acquisition of
additional cellular franchises. Under the agreements, the Company's and Mr.
Grace, Jr.'s limited partnership interests in Cellular Holdings were
contributed to MidSouth Cellular L.P. ("MidSouth") and Mr. Grace, Jr.'s
interest in the general partner of Cellular Holdings and certain receivables
from Cellular Holdings to the Company and Mr. Grace, Jr. were contributed to
the General Partner of MidSouth. In exchange for such contributions, the
Company received limited partnership interests providing for a preferred return
of $2,566,710 plus distributions equal to 10% per annum on such amount until
repaid, and 9.6% of the remaining equity ("common equity") in MidSouth after
payment of debt and the preferred interests and 12.47% of the capital stock of
the general partner of MidSouth; and Mr. Grace, Jr. received limited
partnership interests providing for a preferred return of $7,934,353 plus
distributions equal to 10% per annum on such amount until repaid, and 29.75% of
the common equity in MidSouth, and 38.53% of the capital stock in the general
partner of MidSouth. In addition, at the closing, Cellular Holdings repaid to
Mr. Grace, Jr. $202,143 in respect of advances previously made by Mr. Grace,
Jr. for construction and operating costs. The Investors and MMI provided
initial financing aggregating approximately $4,000,000 in the form of loans to
MidSouth and its general partner and purchases of the balance of the general
partner's capital stock and the balance of the common equity limited
partnership interests in MidSouth. MMI also entered into a management agreement
to manage MidSouth and the cellular franchises.
The Independent Committee reviewed the terms of the MidSouth financing
transaction in the Spring of 1992 and approved the final terms of the
transaction in December, 1992. The Committee considered in particular that the
determination of the relative interests of the Company and Mr. Grace, Jr. in
MidSouth was made on the basis of the valuation of their respective investments
in Cellular Holdings (which was previously reviewed and approved by the
Committee) and cash advanced to Cellular Holdings for construction and
operating costs.
On August 23, 1994, the Company, Mr. Grace, Jr., the Investors and MMI sold
their respective interests in MidSouth, as well as their interests in the
general partner of MidSouth and Cellular
12
<PAGE>
Holdings, to Centennial Cellular Corp. ("Centennial") for an aggregate purchase
price of $44,500,000, payable in cash and shares of Centennial Class A Common
Stock. The Company, Mr. Grace, Jr., the Investors and MMI applied the purchase
price to payment of indebtedness and other obligations of MidSouth, its general
partner and their subsidiaries, to the payment of preferred equity plus accrued
preferred return thereon and then to distributions on the common equity of
MidSouth and its general partner, all in accordance with the terms of
MidSouth's partnership agreement. In addition, the Company and Mr. Grace, Jr.,
were each paid a fee by MidSouth equal to $150,000 in connection with the early
termination of the financing arrangements with the Investors. The aggregate
sale proceeds received by the Company was $4,461,894, all paid in shares of
Centennial Class A Common Stock. A portion of such shares was sold by the
Company on the open market on August 23, 1994, however, the Company continues
to hold approximately 40,112 of such shares. The aggregate sale proceeds
received by Mr. Grace, Jr., consisted of a cash payment of $200,000 and an
additional amount of $13,528,070 paid in shares of Centennial Class A Common
Stock. Mr. Grace's interest was transferred in a merger with a Centennial
subsidiary qualifying as a tax-free reorganization under the Internal Revenue
Code of 1986, as amended.
Digital GraphiX Offering
On February 27, 1995 the Company's subsidiary, Digital GraphiX, Incorporated
(formerly known as New Microtime Inc.) ("Digital GraphiX") issued an offering
circular (the "Offering") for the sale of 64,800 shares of its common stock to
certain securityholders of the Company (the "AGI Securityholders"), and to
certain employees of Digital GraphiX, in each case subject to compliance with
state securities law and regulation, at a price of $5.00 per share (the
"Offering Price"). Digital GraphiX designs, manufactures and distributes
graphics systems equipment, digital video effects equipment, compositing and
graphics workstations and video signal processing equipment for use in the live
broadcast, cable, industrial and post-production markets.
As a condition precedent to the completion of the Offering to the AGI
Securityholders, 16,000 shares were required to be purchased by Digital GraphiX
employees. In addition, three affiliates of the Company, Francis E. Baker,
Peter N. Bennett and Oliver R. Grace, Jr. (the "Standby Parties") who are AGI
Securityholders, agreed to purchase any shares which remain unsold at the
expiration date of the Offering. Francis E. Baker is the President and Chief
Executive Officer, and a director of the Company. Mr. Baker is also the
Chairman of the Digital GraphiX Board of Directors. Peter N. Bennett is a
director of the Company. Oliver R. Grace, Jr. is Chairman of the Company's
Board of Directors and a director of Digital GraphiX.
The Offering, which closed on May 2, 1995, achieved the required number of
Digital GraphiX employee shares purchased and was oversubscribed so that the
Standby Parties were not required to fulfill their entire commitment. Each,
however, was entitled to subscribe for Digital GraphiX shares in an amount at
least equal to their pro rata interest in the Company.
At the completion of the Offering, Messrs. Baker, Bennett and Grace, Jr. own
3,581, 4,774 and 4,799 shares of Digital GraphiX, respectively. Their ownership
percentage in Digital GraphiX approximates 4.5%, 6.0% and 6.0%, respectively.
The Company's ownership percentage has been reduced from 100% to 19% as a
result of the Offering.
The Boards of Directors of Digital GraphiX and the Company determined the
Offering Price by relying, in part, on an opinion of The Barlow Company, Ltd.,
to the effect that the Offering Price was fair from a financial point of view.
13
<PAGE>
Tender Offer for Preferred Stock
On June 5, 1995 the Company commenced an Offer to Purchase for Cash (the
"Offer") any and all of its outstanding shares of Series A Cumulative
Convertible Preferred Stock, without par value (the "Preferred Stock"), for a
purchase price of $12.25 per share net to the Seller in cash (the
"Consideration"). As of October 2, 1995 approximately 589,000 shares of
Preferred Stock were outstanding and approximately 283,000 shares had been
tendered into the Offer. The Offer is presently scheduled to expire at midnight
on Wednesday, November 1, 1995 (the "Expiration Date"), unless further
extended. Any preferred stockholder who has tendered shares is entitled to
withdraw that tender prior to the Expiration Date and, unless previously
accepted by the Company, at any time after that date.
The Offer is conditioned upon, among other things (1) there being properly
tendered and not withdrawn prior to the expiration date a minimum of 250,000
shares of the Preferred Stock (the "Minimum Number of Shares") and (2)
consummation of the Dental Divestiture (as hereinafter defined) in order to
provide the Company with sufficient Consolidated Net Income (as hereinafter
defined) for purposes of the Restrictive Covenants (as hereinafter defined) and
funds to purchase the tendered shares.
On August 10, 1995 the Company signed an Asset Purchase Agreement with
Phoenix Shannon p.l.c. ("Phoenix Shannon") of Shannon, County Clare, Ireland to
sell the assets of the Company's Dental business, subject to certain
liabilities (the "Dental Divestiture"). The sale, which is subject to numerous
conditions including Phoenix Shannon obtaining sufficient financing, has until
October 30, 1995 to close, unless otherwise extended.
If the Dental Divestiture is consummated, the Company will have sufficient
Consolidated Net Income to permit it to redeem or repurchase shares of or to
pay dividends on the Preferred Stock while remaining in compliance with the
Restrictive Covenants. Under the Restrictive Covenants, the Company must have
sufficient Consolidated Net Income determined on a cumulative basis, net of
losses, dividends and prior redemptions or repurchases of stock, in order to
redeem or repurchase shares or to pay dividends on the Preferred Stock. At
August 31, 1995, the Company needed to earn approximately $2,680,000 before it
could redeem or repurchase shares of or pay dividends on the Preferred Stock.
As stated in the Offer, the Company intends to utilize all of the available
Consolidated Net Income generated from the Dental Divestiture to repurchase
shares of Preferred Stock tendered into the Offer.
In order to provide additional liquidity for the purchase of shares of
Preferred Stock tendered pursuant to the Offer which the Company does not
purchase, for any reason, the Company entered into a standby agreement (the
"Standby Agreement") effective as of June 1, 1995 with Andersen Capital L.P., a
Delaware limited partnership (the "Standby Purchaser"), whereby the Company has
granted the Standby Purchaser the right to purchase any and all shares of
Preferred Stock properly tendered into the Offer and not purchased by the
Company, on the same terms and conditions as set forth in the Offer. The
Standby Purchaser has the right but not the obligation to purchase any such
shares for its own account. The Standby Purchaser was not, and will not be,
paid any compensation or other fees in connection with its Standby Agreement.
However, the Company has agreed to reimburse the Standby Purchaser for the
Standby Purchaser's reasonable out-of-pocket expenses, including attorneys'
fees, incurred in connection with the Standby Agreement and the Offer and to
indemnify the Standby Purchaser against certain losses, but not including any
loss due to a decline in the value of the Preferred Stock purchased by the
Standby Purchaser.
The sole general partner of the Standby Purchaser is ACLP, Inc., a Delaware
corporation, the sole stockholder and director and president and secretary of
which is Oliver R. Grace, Jr., who is Chairman and a Director of the Company.
The existing limited partners of the Standby Purchaser are Oliver R.
14
<PAGE>
Grace, Jr., Peter N. Bennett, John S. Grace and James J. Pinto, who are also
Directors of the Company. Oliver R. Grace, Jr. and John S. Grace are brothers.
Additional persons may become limited partners of the Standby Purchaser
following the date of this Proxy Statement. Such additional limited partners
may include officers of the Company and/or relatives or affiliates of one or
more of Messrs. Grace, Jr., Grace, Bennett and/or Pinto. Messrs. Grace, Jr.,
Bennett and Grace, who currently own beneficially approximately 160,000 shares
of Preferred Stock in the aggregate, have informed the Company that they do not
intend to tender any of their shares of Preferred Stock pursuant to the Offer.
Mr. Pinto does not presently own any shares of Preferred Stock. Dr. Edward K.
Conklin, who is also a Preferred Stockholder and a Director of the Company, but
not affiliated with the Standby Purchaser, has informed the Company that he
intends to tender all of the approximately 33,000 shares of Preferred Stock
that he owns or controls into the Offer. Any purchase of Preferred Stock
tendered by Dr. Conklin or any other executive officers or Directors of the
Company or their affiliates will be on the same terms and conditions offered to
all other Preferred Stockholders.
The Company has an agreement with Mr. James J. Pinto, a limited partner of
the Standby Purchaser and a Director of the Company, to pay Mr. Pinto, should
the Dental Divestiture be consummated with Phoenix Shannon, $100,000 in respect
of his performance of certain services related to the Dental Divestiture.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission") and the National
Association of Securities Dealers, Inc. Officers, directors and greater than
ten percent stockholders are required by the Commission to furnish the Company
with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it or
written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that during fiscal year 1995
all filing requirements applicable to officers, directors and greater than ten
percent stockholders were complied with.
15
<PAGE>
PRINCIPAL SHAREHOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT OF THE COMPANY
The following table sets forth information regarding the beneficial ownership
of Common Stock, as of October 2, 1995 by each director, each executive officer
of the Company, by persons who beneficially own 5% or more of the outstanding
shares of Common Stock, and by all directors and officers of the Company as a
group. The beneficial ownership information described and set forth below is
based on information furnished by the specified persons and is determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. It does not constitute an admission of beneficial ownership for any
other purpose.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
NAME BENEFICIAL OWNERSHIP PERCENT OF CLASS
---- -------------------- ----------------
<S> <C> <C>
Francis E. Baker...................... 155,039(/1/) 7.9
Estate of Oliver R. Grace, Sr......... 101,596(/2/) 5.3
49 Cove Neck Road
Oyster Bay, New York
Lorraine G. Grace..................... 131,317(/3/) 6.7
49 Cove Neck Road
Oyster Bay, New York
Oliver R. Grace, Jr................... 168,743(/4/) 8.0
32 Wellington Road
Locust Valley, New York
John S. Grace......................... 126,736(/5/) 6.2
55 Brookville Road
Glen Head, New York 11545
Gwendolyn Grace....................... 8,235(/6/)
Peter N. Bennett...................... 159,956(/7/) 7.6
6 Battersea High St.
London SW11 3RA, England
The Ney Profit Sharing Savings Plan
Trust................................ 183,333(/8/) 9.5
c/o Fleet Bank, N.A, Trustees
One Constitution Plaza
Hartford, Connecticut
Gordon B. Ney......................... 129,956(/9/) 6.3
22 Oakbrook Drive
Bettendorf, Iowa 52722
Joseph F. Engelberger................. 7,475(/10/) (/6/)
Louis A. Lubrano...................... 6,855(/11/) (/6/)
James J. Pinto........................ 13,000(/12/) (/6/)
Richard H. Gordon..................... 3,000(/13/) (/6/)
Edward K. Conklin..................... 64,238(/14/) 3.2
H. George Wolfe, Jr................... 1,750(/15/) (/6/)
Ronald N. Cerny....................... 5,000(/16/) (/6/)
All directors and officers as a group
(16 Persons including certain of the
above-named individuals)............. 626,645 26.2
</TABLE>
- --------
(/1/) Francis E. Baker owns 120,000 shares of Common Stock directly. The figure
set forth in the above table includes 10,400 shares of Common Stock with
respect to which Mr. Baker has shared voting power as co-trustee under the
Oliver Grace Grandchildren Trust U/R dated December 27, 1976 and 4,638
shares which such Trust owns by virtue of its ability to convert $75,000
principal amount of convertible subordinated debentures to Common Stock
within a 60-day period. Mr. Baker disclaims beneficial ownership of such
shares held in trust. Also included in the figure set forth in the above
table are 20,000 shares of Common Stock which may be issued to Mr. Baker
within 60 days hereof upon the exercise of his existing exercisable stock
options. In addition to the shares
16
<PAGE>
reported above, Mr. Baker is the settlor of four irrevocable trusts each
dated March 31, 1970 and created for the benefit of certain of his
children. Shawmut Bank, N.A. acts as trustee under each of these trusts,
which hold an aggregate of 68,306 shares of Common Stock. Mr. Baker does
not exercise any control over these four trusts and disclaims beneficial
ownership.
(/2/) The Estate of Oliver R. Grace, Sr. has direct beneficial ownership of an
aggregate of 101,596 shares of Common Stock.
(/3/) Lorraine G. Grace has beneficial ownership of 131,317 shares of Common
Stock. Of this amount, 13,638 shares are held by Mrs. Grace directly;
2,475 shares are held by Mrs. Grace, as trustee of a trust for the benefit
of her children; 13,608 shares are held by virtue of the ability of Mrs.
Grace to convert $220,000 principal amount of convertible subordinated
debentures to Common Stock within a 60-day period; and 101,596 shares are
held by virtue of Mrs. Grace's appointment as executrix of the Estate.
(/4/) Oliver R. Grace, Jr. has beneficial ownership of an aggregate of 168,743
shares of Common Stock. Of this amount, 55,686 shares are held by Oliver
R. Grace, Jr. directly, including 40,136 shares by virtue of Mr. Grace's
ability to convert $649,000 principal amount of convertible subordinated
debentures within a 60-day period and 11,250 shares by virtue of Mr.
Grace's ability to convert 6,000 shares of Series A Convertible Redeemable
Preferred Stock of the Company, without par value (the "Preferred Stock")
to Common Stock within a 60-day period; 7,592 shares are held by Carolyn
Grace, the spouse of Oliver R. Grace, Jr., of which 7,112 shares are held
by Mrs. Grace by virtue of her ability to convert $115,000 principal
amount of convertible subordinated debentures within a 60-day period;
58,144 shares are held by virtue of the ability of The Anglo American
Security Fund L.P. (of which Oliver R. Grace, Jr. is a general partner) to
convert $940,000 principal amount of convertible subordinated debentures
to Common Stock within a 60-day period; and 42,321 shares are held by
virtue of the ability of Sterling Grace Capital Management, L.P. (of which
Oliver R. Grace, Jr. is a limited partner) to convert 22,571 shares of
Series A Convertible Redeemable Preferred Stock of the Company, without
par value, to Common Stock within a 60-day period. Mr. Grace, Jr. has
stock options to acquire an additional 5,000 shares of Common Stock.
Oliver R. Grace, Jr. disclaims beneficial ownership of all shares owned by
his spouse, by him as trustee for the benefit of family members, by Anglo
American Security Fund, L.P. and by Sterling Grace Capital Management,
L.P. described herein.
(/5/) John S. Grace has beneficial ownership of 126,736 shares of Common Stock.
Of this amount, 15,850 are owned by John S. Grace directly; 58,144 shares
are held by virtue of the ability of The Anglo American Security Fund L.P.
(of which John S. Grace is a general partner) to convert $940,000
principal amount of convertible subordinated debentures to Common Stock
within a 60-day period; 7,421 shares are held by virtue of Mr. Grace's
ability to convert $120,000 principal amount of convertible subordinated
debentures to Common Stock within a 60-day period; and 42,321 shares are
held by virtue of the ability of Sterling Grace Capital Management, L.P.
(John S. Grace is Chairman of Sterling Grace Corporation, General Partner
of Sterling Grace Capital Management) to convert 22,571 shares of Series A
Convertible Redeemable Preferred Stock of the Company, without par value,
to Common Stock within a 60-day period. Mr. Grace has a stock option to
acquire an additional 3,000 shares of Common Stock. John S. Grace
disclaims beneficial ownership of all shares held by trustees for the
benefit of members of his family and The Anglo American Security Fund L.P.
(/6/) Represents less than one percent (1.0%) of the Common Stock.
(/7/) Peter N. Bennett owns 300 shares of Common Stock directly. The figure set
forth in the table includes the ability of Mr. Bennett to convert 85,150
shares of Series A Convertible Redeemable Preferred Stock of the Company,
without par value, to 159,656 shares of Common Stock within a 60-day
period. The 85,150 shares referenced herein includes 35,042 shares held by
Mr. Bennett as beneficiary of the estate of Bert Ney Lukens.
(/8/) The Ney Profit Sharing Savings Plan Trust owns 183,333 shares of Common
Stock directly.
17
<PAGE>
(/9/) Gordon B. Ney does not own any shares of Common Stock directly. The
figure set forth in the table above includes 102,094 shares by virtue of
his ability to convert 54,450 shares of Series A Convertible Redeemable
Preferred Stock of the Company, without par value, within a 60-day
period, 23,363 shares held jointly with Anne Ney, the spouse of Gordon B.
Ney, by virtue of their ability to convert 12,460 shares of Series A
Convertible Redeemable Preferred Stock of the Company, without par value,
within a 60-day period, and 4,500 shares, by virtue of his ability to
convert 2,400 shares of Series A Convertible Redeemable Preferred Stock
of the Company, without par value, within a 60-day period, held in
custodianship for his children.
(/10/) Joseph F. Engelberger)has beneficial ownership of 7,475 shares of Common
Stock of which 2,475 shares are held directly. Mr. Engelberger has stock
options to acquire 5,000 shares of Common stock within a 60-day period.
(/11/) Louis A. Lubrano has beneficial ownership of 6,855 shares of Common Stock
of which 1,855 shares are held by virtue of Mr. Lubrano's ability to
convert $30,000 principal amount of convertible subordinated debentures
to Common Stock within a 60-day period. Mr. Lubrano has stock options to
acquire 5,000 shares of Common Stock within a 60-day period.
(/12/) James J. Pinto has beneficial ownership of 13,000 shares of Common Stock,
of which 8,000 shares are held directly. Mr. Pinto has stock options to
acquire 5,000 shares of Common Stock within a 60-day period.
(/13/) Richard H. Gordon does not own any shares of Common Stock directly. The
figure set forth in the table represents a stock option to acquire 3,000
shares of Common Stock within a 60-day period.
(/14/) Edward K. Conklin does not own any shares of Common Stock directly. The
figure set forth in the table above includes 11,250 shares by virtue of
his ability to convert 6,000 shares of Series A Convertible Redeemable
Preferred Stock, without par value, of the Company to Common Stock within
a 60-day period, 49,988 shares by virtue of the ability of Shawmut Bank,
N.A., as trustees under the Edward K. Conklin Trust for the benefit of
Anne A. Conklin to convert 26,660 shares of Series A Convertible
Redeemable Preferred Stock, without par value, of the Company within a
60-day period, and 3,000 shares by virtue of Mr. Conklin's right to
exercise an option to acquire 3,000 shares of Common Stock within a 60-
day period.
(/15/) H. George Wolfe, Jr. does not own any shares of Common Stock directly.
The figure set forth in the table above includes 750 shares by virtue of
his ability to convert 400 shares of Series A Convertible Redeemable
Preferred Stock to Common Stock, without par value, of the Company within
a 60-day period, and 1,000 shares by virtue of Mr. Wolfe's right to
exercise an option to acquire 1,000 shares of Common Stock within a 60-
day period.
(/16/) Ronald N. Cerny does not own any shares of Common Stock directly. The
figure set forth in the table represents a stock option to acquire 5,000
shares of Common Stock within a 60-day period.
18
<PAGE>
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP is the Company's independent public accounting firm and
has been since September 1974. Representatives of KPMG Peat Marwick LLP are
expected to be present at the Annual Meeting. They will be given the
opportunity to make a statement and will be available to respond to appropriate
questions.
----------------
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Proxy Statement relating to
the 1996 Annual Meeting of Shareholders, any proposal by a record holder of
Common Stock must be received by the Company at its principal offices in
Bloomfield, Connecticut on or before January 15, 1996. A proponent of such a
proposal must comply with the proxy rules under the Securities Exchange Act of
1934, as amended.
----------------
OTHER MATTERS
As of the date of this Proxy Statement, the Board and Management do not
intend to present and have not been informed that any other person intends to
present any matter for action at the Annual Meeting other than as discussed in
this Proxy Statement. If any other matters properly come before the meeting, it
is intended that the holders of the proxy will act in accordance with their
best judgment.
By Order of the Board of Directors
Elmer J. Dahl
Secretary
19
<PAGE>
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PROXY ANDERSEN GROUP, INC. PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 16, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Francis E. Baker, Louis A. Lubrano, and Elmer
J. Dahl, and each of them, attorneys with full power of substitution, to vote
as directed below all shares of Common Stock of Andersen Group, Inc. registered
in the name of the undersigned, or which the undersigned may be entitled to
vote, at the Annual Meeting of Shareholders to be held at the principal
subsidiary of the Company, The J. M. Ney Company, Ney Industrial Park,
Bloomfield, Connecticut, on November 16, 1995 at 11:15 a.m. and at any
adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
[_] FOR ALL NOMINEES listed below (except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Francis E. Baker, Peter N. Bennett, John S. Grace, Oliver R. Grace, Jr., Louis
A. Lubrano, James J. Pinto.
2. As such proxies may in their discretion determine in respect of any other
business properly to come before said meeting (the Board of Directors
knowing of no such other business).
THE DIRECTORS RECOMMEND A VOTE FOR ITEM 1 AS PROPOSED.
(Continued on reverse side)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
(Continued from other side)
UNLESS THE SHAREHOLDER DIRECTS OTHERWISE, THIS PROXY WILL BE VOTED FOR ITEM 1 AS
PROPOSED.
Dated ______________________, 1995
----------------------------------
Signature of Shareholder(s)
(Please sign in the same form as
name appears hereon. Executors and
other fiduciaries should indicate
their titles. If signed on behalf
of a corporation, give title of
officer signing and affix corporate
seal.)
PLEASE DATE, SIGN AND RETURN TO:
REGISTRAR AND TRANSFER COMPANY, 10 COMMERCE DRIVE, CRANFORD, NJ 07016.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS.
- --------------------------------------------------------------------------------
