<PAGE>
ANDERSEN GROUP
__________________________________________________________
Notice of
Annual Meeting
and
Proxy Statement
1997
The annual meeting
of the shareholders of
Andersen Group, Inc.
will be held on Tuesday,
June 24, 1997 at 11:15 a.m.,
at the principal subsidiary
of the Company,
The J. M. Ney Company,
Ney Industrial Park,
2 Douglas Street,
Bloomfield, Connectict
_______________________________________
<PAGE>
ANDERSEN GROUP, INC.
1280 Blue Hills Avenue
Bloomfield, Connecticut 06002-1374
-----------------------------------------------
Notice of Annual Meeting of Shareholders
To Be Held June 24,1997
-----------------------------------------------
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 Tuesday, June 24, 1997 at 11:15 a.m., at the principal
subsidiary of the Company, The J. M. Ney Company,
Ney Industrial Park, 2 Douglas Street, Bloomfield, Connecticut,
for the following purposes:
1. To elect a Board of Directors for the ensuing year; and
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 April 25, 1997 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
Robert P. Belcher
Secretary
Bloomfield, Connecticut
May 12, 1997
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.
1280 Blue Hills Avenue
Bloomfield, Connecticut 06002-1374
-----------------------------------------------
Notice of Annual Meeting of Shareholders
To Be Held June 24,1997
-----------------------------------------------
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 Tuesday, June 24,
1997, at 11:15 a.m., at the principal subsidiary of the Company, The J. M.
Ney Company, Ney Industrial Park, 2 Douglas Street, Bloomfield, Connecticut
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 Annual Meeting or any adjournment or
postponement thereof. The Board has fixed the close of business on April 25,
1997 as the record date for determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting. As of April 25, 1997, 1,934,478 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 adjournment or postponement 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, Ney
Industrial Park, 2 Douglas Street, Bloomfield, Connecticut 06002-3690, a written
revocation or a duly executed proxy bearing a later date or by voting in person
at the Annual Meeting.
Under the terms (the Preferred Stock Terms) of the Company's Series A Cumulative
Convertible Preferred Stock (the Preferred Stock) if and whenever six quarterly
dividends (whether or not consecutive) payable on the Preferred Stock shall be
in arrears, whether or not earned or declared, the number of directors then
constituting the Board of Directors of the Company shall be increased by one and
the holders of Preferred Stock voting together as a class, are entitled to elect
one additional director. The Company has advised the holders of Preferred Stock
that they may wish to consider such election at a special meeting to be called
in accordance with the Preferred Stock Terms. See Shareholder Proposals.
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 May 12, 1997. The Proxy Statement and the
related form of Proxy are first being mailed to shareholders on or about May 12,
1997.
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, 1997, including the
financial statements and schedules thereto, as filed with the Securities and
Exchange Commission. Requests should be directed by mail to Robert P. Belcher
Treasurer, Andersen Group, Inc., Ney Industrial Park, 2 Douglas Street,
Bloomfield, Connecticut 06002-3690, or by phone to Mr. Belcher at (860)
242-0761.
<PAGE>
ELECTION OF DIRECTORS
The holders of a majority 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 at the Annual Meeting.
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 plurality of the votes cast by
the shares entitled to vote in the election at the Annual Meeting. For
purposes of determining whether a proposal has received a plurality 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. Each of the nominees is
presently a member of the Board and has 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.
OLIVER R. GRACE, JR., age 43, has been a
Director of the Company since 1986 and Chairman since 1990. He has also
been President and a Director of AG Investors, Inc., one of the Company's
subsidiaries, since 1992 and a Director of the Company's wholly owned
subsidiary, The J. M. Ney Company, since February 1997. 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 Director John S. Grace.
Photo of Francis E. Baker
FRANCIS E. BAKER, age 67, has been a Director of
the Company and President and Chief Executive Officer of the Company since
1959. Mr. Baker also serves as a Director of Connecticut Water Services,
Inc.
Photo of Peter N. Bennett
PETER N. BENNETT, age 60, has been a Director of the Company since
1992. He is a private investor and financial consultant.
<PAGE>
Photo of John S. Grace
JOHN S. GRACE, age 39, has been a Director of
the Company since 1990. He is the Chairman of Sterling Grace Corporation,
and a General Partner of The Anglo American Security Fund L.P. Mr. Grace
has been an employee of AG Investors, Inc., one of the Company's
subsidiaries, since 1992. John S. Grace is the brother of Director Oliver
R. Grace, Jr.
Photo of Louis A. Lubrano
LOUIS A. LUBRANO, age 64, has been a
Director of the Company since 1983. Mr. Lubrano has been an investment
banker with Herzog, Heine, Geduld, Inc., members of the New York Stock
Exchange, since December 1996. Mr. Lubrano, formerly a Managing Director of
Stires and Company, Inc. from 1991 to 1996, also serves as a Director of
Graham Field Health Products, Inc., a manufacturer and distributor of
medical products.
Photo of James J. Pinto
JAMES J. PINTO, age 46, has been a Director of
the Company since 1988. He is currently President of the Private Finance
Group Corp., a position he has held since 1989. Mr. Pinto also serves as a
Director of Biscayne Holdings, Inc. and of National Capital Management
Corporation.
<PAGE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During the fiscal year ended February 28, 1997 the Board of
Directors held four regular meetings and three special meetings.
All of the directors attended at least seventy-five percent (75%)
of the aggregate of the meetings of the Board and of the meetings
of the committees of the Board on which each served.
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 no meetings of the
Executive Committee during the fiscal year ended February 28,
1997.
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), Pinto and John S. Grace. The Committee is primarily
concerned with the effectiveness of the audits of the Company by
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 on Form 10-K) and the accounting
standards and principles followed by the Company; and examining
other reviews covering compliance by employees with important
Company policies. There were two meetings of the Audit Committee
during the fiscal year ended February 28, 1997.
The Board has a Compensation Committee comprised of Messrs. Pinto
(Chairman) and Lubrano, 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 two
meetings of the Compensation Committee during the fiscal year
ended February 28, 1997 and one action taken by unanimous written
consent.
The Board also has a Pension Committee. This Committee is
presently comprised of Messrs. Grace, Jr., Baker and Mr. Robert
P. Belcher in his capacities as Treasurer and Secretary of the
Company. There were two meetings of the Pension Committee during
the fiscal year ended February 28, 1997. Ms. Susan B. Logie in
her former capacity as Secretary of the Company also served on
this Committee during the fiscal year.
The Board also has an Independent Committee comprised of Messrs.
Baker (Chairman), Lubrano and Pinto. This Committee considers and
reviews any and all transactions with affiliates of the Company.
There were five meetings of the Independent Committee during the
fiscal year ended February 28, 1997.
<PAGE>
EXECUTIVE COMPENSATION
The following information is provided regarding the annual and
long-term compensation paid or to be paid to the Chief Executive
Officer and the three other most highly compensated executive
officers of the Company with respect to the fiscal years 1997,
1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
<CAPTION>
AWARDS PAYOUTS
Securities
Underlying LTIP Payouts All Other
Name and Principal Fiscal Salary(1) Bonus Options/SARs(2) ($) Compensation(3)
Position Year ($) ($) (#) ($)
<C> <C> <C> <C> <C> <C>
Francis E. Baker 1997 161,542 - 10,000 - 27,888(4)
President and Chief Executive 1996 196,831 100,000(5) - - 2,206
Officer 1995 235,978 - - - 51,352(4)
- ------------------------------------ ------------ ------------ ------------- -------------------- -------------- -------------------
Oliver R. Grace, Jr. 1997 85,000 25,000 7,500 - 2,638
Chairman of the Board 1996 85,000 75,000(6) - - 1,430
1995 98,750 50,000(6) - - 665
- ------------------------------------ ------------ ------------ ------------- -------------------- -------------- -------------------
Ronald N. Cerny 1997 131,923 42,200 5,000(7) - 2,554
President, The J.M. Ney Company 1996 121,843 36,150 - - 2,379
1995 108,718 21,000 - - 729
- ------------------------------------ ------------ ------------ ------------- -------------------- -------------- -------------------
Andrew M. O'Shea(8) 1997 100,056 11,000 10,000(7) - 444
Chief Financial Officer and
Treasurer, The J. M. Ney Company
- ------------------------------------ ------------ ------------ ------------- -------------------- -------------- -------------------
</TABLE>
1. Includes amounts of compensation deferred, at the employee's option,
pursuant to the Company's 401(k) plan.
2. During fiscal 1997 each of the named executive officers received
incentive stock options for shares of the Company's Common Stock.
In addition, Messrs. Cerny and O'Shea also received stock options and/or
SARs related to the Company's subsidiaries (See footnote 7 below and
Options/SAR Grants in Last Fiscal Year).
3. 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 1997, contributions in respect of The J. M. Ney Company
Profit Sharing Plan were $549, $275, $502 and none for Messrs. Baker,
Grace, Jr., Cerny and O'Shea, respectively. There were no contributions
made in 1996 and 1995 in respect of such Plan. For 1997, 1996 and 1995,
no contributions were made by the Company in respect of the Company's
money purchase pension plan. Contributions by the Company in
respect of its 401(k) plan for 1997, 1996 and 1995, respectively,
were: $2,339, $2,206 and $1,352 for Mr. Baker; $2,363, $1,430 and $665 for
Mr. Grace, Jr.; $2,052, $2,379, and $729 for Mr. Cerny and $444 in 1997
for Mr. O'Shea.
4. All Other Compensation for Mr. Baker includes compensation deferred at
Mr. Baker's election, which was paid into a Rabbi Trust established by
the Company for Mr. Baker pursuant to his Special Executive Retirement
Plan, in the amounts of $25,000 and $50,000 in fiscal years 1997 and
1995, respectively. The amount paid in fiscal year 1997 is in respect
of services performed by Mr. Baker in an earlier year.
5. Of the total bonus earned by Mr. Baker in fiscal 1996, $50,000 was
paid in cash and $50,000 was treated as deferred compensation at Mr.
Baker's election and contributed to the Company's Rabbi Trust (See footnote
4 above).
6. During fiscal 1996, the Compensation Committee awarded Mr. Grace, Jr.
a $50,000 bonus for his work in connection with the sale of the Company's
cellular telephone partnership investments in fiscal 1995; such amount
which is reflected on the row for 1995, was paid to Mr. Grace, Jr. in
fiscal 1997. None of this amount is included in the fiscal 1996 bonus of
$75,000.
The fiscal 1996 bonus, which has been deferred at the election of Mr.
Grace, Jr., was advanced to Mr. Grace, Jr. in January 1997 pending the
formation of his pension trust.
7. During fiscal 1997 Messrs. Cerny and O'Shea each received incentive
stock options for shares of stock of The J. M. Ney Company. In addition,
Mr. Cerny also received an SAR in Ney Ultrasonics Inc., a majority owned
subsidiary of The J. M. Ney Company (See Options/SAR Grants in Last Fiscal
Year).
8. Mr. O'Shea joined the Company in December 1995 as the Chief Financial
Officer and Treasurer of The J. M. Ney Company.
<PAGE>
Options/SAR Grants in Last Fiscal Year
<TABLE>
Potential Realizable Value
at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option
Term (a)
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Base
Options/SARs Employees in Price ($/Sh) Expiration
Name Granted (#)(b) Fiscal Year Date 5%($) 10%($)
<C> <C> <C> <C> <C> <C>
F. E. Baker 10,000 13.4% $3.8125 3/12/06 23,977 60,761
- ----------------------- -------------------- ------------------- ------------------- ------------- ------------- ----------------
O. R. Grace, Jr. 7,500 10.0% $3.8125 3/12/06 17,982 45,571
- ----------------------- -------------------- ------------------- ------------------- ------------- ------------- ----------------
R. N. Cerny 5,000(c,d) 6.7% $3.8125 3/12/06 11,988 30,381
- ----------------------- -------------------- ------------------- ------------------- ------------- ------------- ----------------
A. M. O'Shea 10,000(c) 13.4% $3.8125 3/12/06 23,977 60,761
- ----------------------- -------------------- ------------------- ------------------- ------------- ------------- ----------------
</TABLE>
(a) The dollar amounts under these columns are the result of
calculations at assumed 5% and 10% rates set by the Securities
and Exchange Commission and therefore are not intended to
forecast possible future appreciation, if any, of the stock price
of the Company. The total increase in value of all common shares
outstanding, based upon a 10-year option term and 5% and 10%
appreciation assumptions above, would be $4,638,222 and
$11,754,165 respectively. The named executive officers would
realize approximately 1.7% percent of the total shareholders
appreciation in value.
(b) Represents Andersen Group, Inc. Stock Options granted
pursuant to the Company's Incentive Stock Option Plan.
(c) In February 1997, Messrs. Cerny and O'Shea were also granted
incentive stock options for shares of stock of the Company's
wholly owned subsidiary, The J. M. Ney Company (Ney), at $10.00
per share, in the amounts of 40,000 and 12,500 shares,
respectively. These grants as a percentage of total grants to all
employees of Ney in fiscal 1997 were 30.8% and 9.6%,
respectively. Mr. Cerny's stock options are exercisable as
follows: 9,000 shares in February 1998; 10,000 shares in February
1999; 10,000 shares in February 2000; 10,000 shares in February
2001 and 1,000 shares in February 2002. Mr. O'Shea's stock
options are exercisable one-third (1/3) each in the years
February 1998, 1999 and 2000. All of the options expire in
February 2007. The potential realizable value of the Ney
incentive stock options at assumed annual rates of 5% and 10%,
respectively, of the stock price appreciation for the option term
is as follows: $251,558 and $637,497 for Mr. Cerny and $78,612
and $199,218 for Mr. O'Shea.
(d) During fiscal 1997, Mr. Cerny also received stock
appreciation rights, at $10.00 per share unit, of 4,000 share
units in Ney Ultrasonics Inc., a majority owned subsidiary of
Ney. These stock appreciation rights represented 14.6% of the
total stock appreciation rights granted to all employees of Ney
Ultrasonics in fiscal 1997. The share units vest with Mr. Cerny
on March 1, 1998, or earlier if there is a change in control (as
defined in the Plan) of Ney Ultrasonics. Once vested, the share
units remain with Mr. Cerny. Ney Ultrasonics may redeem Mr.
Cerny's vested share units if he ceases to be an employee for any
reason other than retirement on or after age 65, death or
disability. In addition, Mr. Cerny may also require Ney
Ultrasonics to redeem up to 25% of his vested share units in any
fiscal year. Finally, Mr. Cerny may require Ney Ultrasonics to
redeem his share units if there has been a change in control (as
defined in the Plan). The price at which share units are redeemed
is equal to any positive difference between the unit value on
date of redemption and the issue price of $10.00. Presently, the
value of the Ney Ultrasonics stock appreciation rights is less
than their issue price of $10.00 per share. The potential
realizable value of the Ney Ultrasonics stock appreciation rights
from their issue price of $10.00 per share unit, at assumed
annual appreciation rates of 5% and 10%, and assuming that the
stock appreciation rights remain in existence for ten years, is
$25,156 and $63,750.
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at
Year End(#) Fiscal Year End($)
Shares Acquired On Exercisable/ Exercisable/
Exercise Value Realized Unexercisable Unexercisable
Name (#) ($)
<C> <C> <C> <C> <C>
Francis E. Baker - - 10,000/10,000(1) 0/16,875
Oliver R. Grace, Jr. - - 2,000/7,500(1) 0/12,656
Ronald. N. Cerny - - 5,000/5,000(2) 0/8,438
Andrew. M. O'Shea - - 0/10,000(1) 0/16,875
</TABLE>
(1) Options became exercisable on March 13, 1997.
(2) On March 13, 1997, 2,500 options became exercisable.
The remaining options become exercisable on March 13, 1998.
<PAGE>
Board Compensation Committee Report on Executive Compensation
As discussed earlier in this Proxy Statement under the heading
Board Meetings and Committees of the Board, the Compensation
Committee of the Board is responsible for reviewing the Company's
executive compensation program and policies each year and
determining the compensation of the Company's senior executive
officers. The Committee's determination on compensation of the
Company's Chief Executive Officer and other executive officers is
reviewed with and approved by the entire Board.
The fiscal year 1997 base pay of each of the Company's executive
officers is determined on the basis of the individual's
responsibilities and performance and a comparison with salaries
paid by competitors of the Company. The bonus component of
executive compensation is directly related to corporate and
business unit performance. 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 1997 consisted primarily of salary, bonus and contributions
made by the Company in respect of its 401(k) Plan. With respect
to Mr. Baker, the Company's President and Chief Executive
Officer, a contribution was made by the Company in respect of a
Special Executive Retirement Plan.
For fiscal 1997, the Committee established the compensation of
Francis E. Baker, the President and Chief Executive Officer of
the Company, using the same criteria used to determine
compensation for other executive officers. Mr. Baker's fiscal
1997 base pay was based upon the Committee's overall assessment
of Mr. Baker's performance and upon market data on competitive
salary levels. On the basis of such market data, and because of
the Company's operating loss in fiscal 1997, the Committee did
not grant Mr. Baker any salary increase during fiscal 1997 and
his salary remained at $150,000 annually. The Committee did,
however, award Mr. Baker with a $25,000 payment, for services
performed in an earlier year, which amount has been treated as
deferred compensation and paid into a Rabbi Trust established by
the Company pursuant to Mr. Baker's Special Executive Retirement
Plan. In addition, during fiscal 1997, the Committee granted Mr.
Baker incentive stock options to purchase 10,000 shares of the
Company's Common Stock.
For fiscal 1997, the Committee established the compensation of
Oliver R. Grace, Jr., the Chairman of the Board and President of
AG Investors, Inc., using the same criteria used to determine
compensation for other executive officers. Considering the
Company's operating loss in fiscal 1997, the Committee did not
grant Mr. Grace, Jr. any increase in his fiscal 1997 salary of
$85,000, but did award Mr. Grace, Jr. a bonus of $25,000. In
addition, during fiscal 1997, the Committee granted to Mr. Grace,
Jr., incentive stock options to purchase 7,500 shares of the
Company's Common Stock.
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 foregoing report has been
approved by all members of the
Compensation Committee
James J. Pinto, Chairman
Louis A. Lubrano
<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 29, 1992 with dividends
reinvested. The stockholder return shown for Andersen Group, Inc.
(AGI) on the following graph is not necessarily indicative of future stock
performance.
[GRAPHIC OMITTED]
<TABLE>
Comparative Five-Year Total Returns
Andersen Group, Inc. NASDAQ Composite and Peer Group
(Performance results through February 28, 1997)
<C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
AGI $ 100 $100.00 $ 60.71 $ 42.86 $ 53.57 $ 78.57
NASDAQ Composite $ 100 $105.89 $125.10 $123.97 $173.65 $206.64
Peer Group $ 100 $ 96.57 $115.61 $107.62 $139.38 $151.89
</TABLE>
<PAGE>
Pension Benefits
The following table sets 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 in accordance with the Company's defined benefit plan.
The pension benefits are based on calendar year earnings and are
payable in the form of a life annuity. For calendar 1996, the
maximum annual compensation limit for determining pension
benefits was $150,000.
<TABLE>
Pension Plan Table
Years of Service
Remuneration 5 10 15 20 25 30
<C> <C> <C> <C> <C> <C> <C>
$100,000 $4,974 $9,949 $14,923 $19,897 $24,871 $29,846
125,000 6,537 13,074 19,610 26,147 32,684 39,221
150,000 8,099 16,199 24,298 32,397 40,496 48,596
</TABLE>
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 (covered
compensation equals the average of the Social Security wage base for
the individual based upon his/her age) 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
December 31, 1993 calculated pursuant to part A of the formula plus
the individual's average compensation for the years since December 31,
1993 (average compensation equals the highest average annual earnings
for the five consecutive years since December 31, 1993, up to a
maximum of $150,000) multiplied by the percentages in part A of the
formula, multiplied by the number of years of service since 12/31/93.
Pension benefits payable upon retirement are increased by a late
retirement factor due to the delay in receipt of benefits if the
employee continues to work after attaining the age of 65.
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 the 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
under the Table: Mr. Baker 11 years; Mr. Grace, Jr. 4 years; Mr. Cerny
3 years and Mr. O'Shea 1 year. Mr. Baker's pension benefits have been
computed in accordance with part B of the above formula and have been
enhanced by the late retirement factor pursuant to the Plan. The
estimated aggregate annual benefit payable to Mr. Baker from the
Company's defined benefit pension Plan is approximately $31,000.
Director Compensation
Each non-employee director receives fees of $12,000 per year, and
$500 plus a reimbursement of expenses for attendance at each Board
meeting. All non-employee directors that serve as Chairpersons of
committees of the Board receive additional compensation of $2,000 per
year. In addition, Mr. John S. Grace, an employee of one of the
Company's subsidiaries, receives a salary of $15,000 annually.
Employment Agreements
Mr. Cerny has an employment agreement which, among other things,
provides for severance pay in the event of involuntary termination for
other than cause. In such case, 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
Digital GraphiX Investment
At March 1, 1996 the Company owned 19% of the Common Stock of
Digital GraphiX, Incorporated (DGI). In addition, four affiliates of
the Company, Francis E. Baker, Peter N. Bennett, Oliver R. Grace, Jr.
and Louis A. Lubrano own shares of the Common Stock of DGI. Their
respective ownership interests in percentages are as follows: Mr.
Baker 1.1%; Mr. Grace, Jr. 6.4%; Mr. Bennett 2.5% and, Mr. Lubrano
less than 1%. At March 1, 1996, DGI was indebted to the Company in the
amount of approximately $1.26 million represented by two promissory
notes; one in the amount of $1,021,281 due October 1997 (Note A) and
one in the amount of $237,568 due February 1999 (Note B).
Note A called for monthly interest payments and one principal
payment in October 1997. On July 1, 1996, the balance of Note A,
together with $26,174 of accrued interest, was exchanged for 1,047,455
shares of DGI Series A Preferred Stock. The DGI Series A Preferred
Stock is entitled to receive, when and as declared by the DGI Board of
Directors, unless otherwise prohibited by law, annual dividends,
payable only in kind by additional shares of Series A Preferred Stock,
equal to $0.075 per share, not later than at DGI's Annual Meeting.
Note B requires one payment of accrued interest on February 28,
1997 for interest accrued for the period March 1, 1996 to February 28,
1997 and monthly payments of principal and interest for two years
beginning in March 1997. DGI made the required interest payment due on
February 28, 1997 and the required monthly principal and interest
payments due for March and April 1997.
On January 30, 1997 the Company purchased an additional 83,334
shares of DGI's Common Stock for $250,000, bringing its total Common
Stock investment in DGI to 235,334 shares or 26.2% of the total issued
and outstanding shares of Common Stock. At February 28, 1997 the
Company also owned 25.5% of the issued and outstanding shares of DGI's
Series A Preferred Stock.
On April 18, 1997, DGI sold substantially all of its assets to
Pinnacle Systems, Inc. (Pinnacle) for cash. In addition, the DGI
Board of Directors and the DGI shareholders authorized the liquidation
and dissolution of DGI at a date to be determined by the Board, but
not later than February 28, 1998.
The Company and Messrs. Baker and Grace, Jr. each voted the stock
of DGI which each of them owned in favor of the sale to Pinnacle and
the liquidation and dissolution of DGI.
On April 30, 1997, DGI redeemed all of the shares of its
outstanding Series A Preferred Stock at their redemption price of
$1.00 per share. The Company received $1,047,455 in respect of the DGI
Series A Preferred Stock which it owned.
On a forward-looking basis, the Company expects to recognize a
gain of approximately $100,000 with respect to its DGI Common Stock
upon the liquidation and dissolution of DGI. In addition, the Company
expects to receive payments on Note B in accordance with its terms
and, upon liquidation, to be paid the remaining outstanding
balance.(*)
Investment in Institute for Automated Systems
During fiscal 1997 the Company made an additional investment in a
joint venture, Treglos Investments, LTD (Treglos), which owns an
investment in the Institute for Automated Systems (IAS), a Russian
telecommunications company that has plans to develop a data
transmission network throughout the Commonwealth of Independent
States. At February 28, 1997 the Company owned 50% of Treglos and
Oliver R. Grace, Jr., the Company's Chairman, and John S. Grace, a
Director of the Company, each owned directly and indirectly
approximately 22% of Treglos.
In connection with the above referenced investment in Treglos,
the Company made advances to Treglos or on
behalf of Treglos to pay for certain expenses incurred in connection
with Treglos investment in IAS. In addition, Messrs. Grace, Jr. and
John S. Grace, through entities they own or control, also made
advances to or on behalf of Treglos during the Compan's fiscal year
ended February 28, 1997. During fiscal 1997, the Graces reimbursed the
Company approximately $109,000 for their share of the advances made by
the Company to or on behalf of Treglos during the year. At February,
28, 1997 the Company owed the Graces approximately $71,000 for
advances the Graces made to or on behalf of Treglos during the year.
All advances made by the Company or the Graces to or on behalf of
Treglos were converted into capital in Treglos on a pro rata basis
such that all shareholders retained their respective ownership
interests as reflected above. No interest was charged by the Company
or the Graces for any of the advances to or on behalf of Treglos.
<PAGE>
Cost Sharing Arrangement
The Company's Treasurer, Secretary and Chief Financial Officer,
Robert P. Belcher, spends approximately fifty percent (50%) of his
time working for the Company and approximately fifty percent (50%) of
his time working for entities controlled by Messrs. Grace, Jr. and
John S. Grace. The Company pays all of Mr. Belcher's salary and fringe
benefits and receives reimbursement from the entities which are owned
or controlled by Messrs. Grace, Jr. and John S. Grace in an amount
which approximates fifty percent (50%) of the cost of Mr. Belcher's
salary and fringe benefits paid by the Company. Mr. Belcher began
performing services for the Company and these entities upon his hiring
in August 1996. Payments to the Company for Mr. Belcher's services are
made on a quarterly basis except for those due at February 28 of each
year when any outstanding amounts for January and February are paid in
February. During fiscal 1997 the total amount advanced by the Company
in respect of the Grace entities for Mr. Belcher's services was
approximately $63,500. The largest amount owed by the Grace entities
in respect of Mr. Belcher's services during fiscal 1997 was
approximately $35,000. This amount was repaid in November 1996. No
interest was charged on any of these advances.
Other
Francis E. Baker, the Company's President and Chief Executive
Officer, is indebted to the Company in the amount of $223,487. Mr.
Baker purchased the Company's interest in a split dollar life
insurance policy, insuring Mr. Baker's life, and for which the Company
was the beneficiary, in exchange for Mr. Baker's non-interest bearing
promissory note in the principal amount of $223,487, due December
2000. The note is secured by a pledge of shares of the Company's
Common Stock owned by Mr. Baker which had a value of approximately
$275,000 at February 28, 1997. The consideration paid approximated the
cash surrender value of the policy and equaled the Company's book
value at the date of the transaction.
During fiscal 1996, the Company awarded Oliver R. Grace, Jr., the
Company's Chairman, a bonus of $75,000, which has been deferred at the
election of Mr. Grace, Jr. (See Executive Compensation). In January
1997, the Company advanced this amount to Mr. Grace, Jr., pending the
formation of his pension trust. The advance is represented by an
unsecured promissory note bearing interest at seven percent (7%), due
August 31, 1997.
Forward Looking Statements
A paragraph in the section labeled Certain Relationships and
Related Transactions - Digital GraphiX Investment is marked with an
asterisk (*) to indicate that it contains forward-looking statements,
estimates or plans within the meaning of Section 27A of the Securities
Act of 1933, as amended (the Securities Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act). Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different
from results or plans expressed or implied by such forward-looking
statements. Such factors include, among other things, the Company's
reliance on representations made in DGI's Consent Solicitation, dated
March 24,1997, and the anticipation that DGI will be able to achieve
its liquidation as planned. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking
statements included in this Proxy Statement will prove to be accurate.
In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company
or any other person that the objectives and plans of the Company will
be achieved.
Section 16(a) Beneficial Ownership Reporting Compliance
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 ("Insiders"), to file reports of ownership
and changes in ownership with the Commission and the National
Association of Securities Dealers, Inc. Insiders are required by the
regulations of 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 such forms were required for those persons, the Company believes
that during fiscal year 1997, all filing requirements applicable to
its directors, officers and persons who own more than ten percent of
the Company's Common Stock were satisfied.
<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 April 25, 1997, by
each director, by each named executive officer of the Company
described in "Executive Compensation", by persons who
beneficially own 5% or more of the outstanding shares of Common
Stock, and by all directors and executive 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>
Amount and Nature of Beneficial
Name and Address of Beneficial Owner Ownership Percent of Class
<C> <C> <C>
Francis E. Baker 155,039(1) 7.9
8356 Sego Lane
Vero Beach, Florida
Estate of Oliver R. Grace, Sr. 101,596(2) 5.3
c/o Lorraine G. Grace, Executrix
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. 131,291 (4) 6.4
55 Brookville Road
Glen Head, New York
John S. Grace 127,381(5) 6.2
55 Brookville Road
Glen Head, New York
Peter N. Bennett 168,065(6) 8.0
6 Battersea High St.
London SW11 3RA, England
The Bank of Butterfield 296,675(7) 15.1
Rose Bank Centre
14 Bermudiana Road
Hamilton, Bermuda
First United Securities Limited 135,844(8) 7.0
Exchange House
PO Box 16, 54-58 Athol Street
Douglas, Isle of Man
Steven T. Newby 192,417(9) 9.9
6116 Executive Boulevard
Suite 701
Rockville, Maryland
Louis A. Lubrano 8,618(10) (11)
James J. Pinto 16,000(12) (11)
Ronald N. Cerny 7,500(13) (11)
Andrew M. O'Shea 10,000(14) (11)
All directors and executive officers as a group (9 persons
including certain of the above-named individuals)
523,312 22.8
_________________
</TABLE>
(1) Francis E. Baker has beneficial ownership of an aggregate of
155,039 shares of Common Stock. Of this amount 120,001 shares of
Common Stock are owned 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 R. 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 the Company's 10.5% Convertible Subordinated Debentures (the
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 reported above, Mr. Baker is the settlor of
four irrevocable trusts dated March 31, 1970 created for the benefit
of certain of his children. Fleet National Bank 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 the
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 of Oliver R. Grace, Sr. Lorraine G. Grace is the mother of
Directors Oliver R. Grace, Jr. and John S. Grace.
(4) Oliver R. Grace, Jr. has beneficial ownership of an aggregate
of 131,291 shares of Common Stock. Of this amount, 44,444 shares are
held by Oliver R. Grace, Jr. directly, including 40,144 shares by
virtue of Mr. Grace's ability to convert $649,000 principal amount of
the Debentures to Common Stock within a 60-day period; 11,610 shares
are held by virtue of Mr. Grace's ability, as custodian for the
benefit of his children, to convert 6,000 shares of the Company's
Series A Cumulative Convertible Redeemable Preferred Stock, without
par value (the "Preferred Stock"), to Common Stock within a 60-day
period; 7,593 shares are held by Carolyn Grace, the spouse of Oliver
R. Grace, Jr., of which 7,113 shares are held by Mrs. Grace by virtue
of her ability to convert $115,000 principal amount of the Debentures
to Common Stock 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 the Debentures to Common Stock within a 60-day
period. Mr. Grace, Jr. also holds stock options to acquire an
additional 9,500 shares of Common Stock which may be issued to him
within a 60-day period. Oliver R. Grace, Jr. disclaims beneficial
ownership of all shares owned by his spouse, by him as trustee for the
benefit of family members, and by The Anglo American Security Fund,
L.P. described herein.
(5) John S. Grace has beneficial ownership of 127,381 shares of
Common Stock. Of this amount, 17,706 are owned by John S. Grace
directly, including 1,856 shares held by virtue of Mr. Grace's ability
to convert $30,000 principal amount of the Debentures to common stock
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 John S.
Grace is a general partner) to convert $940,000 principal amount of
the Debentures to Common Stock within a 60-day period; 1,856 shares
are held by virtue of the ability of Florida & Asia Consulting, Inc.
(Lola Grace, the spouse of John S. Grace, is the sole shareholder of
Florida & Asia Consulting, Inc.) to convert $30,000 principal amount
of the Debentures to Common Stock within a 60-day period; and 43,675
shares are held by virtue of the ability of Sterling Grace Capital
Management, L.P. (John S. Grace is Chairman of Sterling Grace
Corporation, the general partner of Sterling Grace Capital Management,
L.P.) to convert 22,571 shares of the Preferred Stock to Common Stock
within a 60-day period. Mr. Grace also holds stock options to acquire
an additional 6,000 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) Peter N. Bennett has beneficial ownership of 168,065 shares
of Common Stock. Of this amount, 300 shares of Common Stock are owned
directly. The figure set forth in the above table includes shares held
by virtue of the ability of Mr. Bennett to convert 85,150 shares of
the Preferred Stock to 164,765 shares of Common Stock within a 60-day
period. Also included in the figure set forth in the above table are
3,000 shares of Common Stock which may be issued to Mr. Bennett within
60 days hereof upon the exercise of his existing exercisable stock
option.
(7) The Bank of Butterfield (the Bank) has beneficial ownership
of an aggregate 296,675 shares of Common Stock as trustee of various
trusts. Of this amount 32,630 shares are held by virtue of the Bank's
ability, as trustee, to convert 16,863 shares of the Preferred Stock
to Common Stock within a 60-day period.
(8) First United Securities Limited (FUSL) has beneficial
ownership of an aggregate of 135,844 shares of Common Stock as trustee
of various trusts. Of this amount 11,134 shares are held by virtue of
the ability of FUSL to convert $180,000 principal amount of the
Debentures to Common Stock within a 60-day period.
(9) Steven T. Newby, a broker/dealer at Newby & Company, owns
192,417 shares of Common Stock directly.
(10) Louis A. Lubrano has beneficial ownership of 8,618 shares of
Common Stock of which 618 shares are held by virtue of Mr. Lubrano's
ability to convert $10,000 principal amount of the Debentures to
Common Stock within a 60-day period. Mr. Lubrano also has stock
options to acquire 8,000 shares of Common Stock within a 60-day
period.
(11) Represents less than one percent (1%) of the Common Stock.
(12) James J. Pinto has beneficial ownership of 16,000 shares of
Common Stock, of which 8,000 shares are held directly. Also included
in the figure set forth in the above table are stock options to
acquire 8,000 shares of Common Stock within a 60-day period.
(13) 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 7,500 shares of Common Stock within a 60-day period.
(14) Andrew M. O'Shea does not own any shares of Common Stock
directly. The figure set forth in the table represents a stock option
to acquire 10,000 shares of Common Stock within a 60-day period.
<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
No Shareholder proposals were received by the Company during Fiscal
1997.
In order to be considered for inclusion in the Proxy Statement
relating to the 1998 Annual Meeting of Shareholders, any proposal by a
record holder of Common Stock, or a record holder of the Preferred
Stock pursuant to the Preferred Stock Terms, must be received by the
Company at its principal offices on or before December 1, 1997. 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 Director
Robert P. Belcher
Secretary
<PAGE>
REVOCABLE PROXY
ANDERSEN GROUP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, JUNE 24,1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Francis E. Baker, Louis A. Lubrano, and
Robert P. Belcher, 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,
2 Douglas Street, Bloomfield, Connecticut, on June 24, 1997 at 11:15 a.m. and at
any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
Francis E. Baker, Peter N. Bennett, John S. Grace,
Oliver R. Grace, Jr., Louis A. Lubrano and James J. Pinto
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark For All Except and write that nominees name in the
space provided below.
- --------------------------------------------------------------------------------
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.
UNLESS THE SHAREHOLDER DIRECTS OTHERWISE, THIS PROXY WILL BE VOTED FOR ITEM
1 AS PROPOSED.
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.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS.
Please be sure to sign and date this Proxy in the box below.
______________________________________
Date
______________________________________
Shareholder sign above
______________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
ANDERSEN GROUP, INC.
PLEASE ACT PROMPTLY
SIGN, DATE &MAIL YOUR PROXY CARD TODAY
