<PAGE> 1
Preliminary Proxy Material
MET-PRO CORPORATION LOGO HERE
160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 1995
To the Stockholders of
MET-PRO CORPORATION:
Notice is hereby given that the Annual Meeting of Stockholders of
MET-PRO CORPORATION, a Delaware corporation (the "Company"), will be held at
the GUEST QUARTERS SUITE HOTEL, 640 WEST GERMANTOWN PIKE (AT HICKORY ROAD) IN
PLYMOUTH MEETING, PENNSYLVANIA, on June 7, 1995, at the hour of 11:30 a.m.
for the following purposes:
1. To elect two Directors to serve until the 1998 Annual Meeting of
Stockholders.
2. To amend the Company's Certificate of Incorporation to
increase the number of shares of Common Stock authorized thereunder
from 5,000,000 to 10,000,000.
3. To ratify the selection of Margolis & Company P.C. as independent
certified public accountants for the Company's fiscal year ending
January 31, 1996.
4. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on April 28, 1995
are entitled to notice of and to vote at such meeting or any adjournment
thereof.
William F. Moffitt,
Secretary
Harleysville, Pennsylvania
April 28, 1995
Whether or not you plan to attend the meeting, please sign and date the
enclosed proxy, which is solicited by the Board of Directors of the Company,
and return it to the Company. The proxy may be revoked at any time before it
is voted, and stockholders executing proxies may attend the meeting and vote
there in person, should they so desire.
<PAGE> 2
MET-PRO CORPORATION
160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438
---------------
PROXY STATEMENT
---------------
The Board of Directors presents this proxy statement to all
stockholders and solicits their proxies for the Annual Meeting of
Stockholders to be held on June 7, 1995. All proxies duly executed and
received will be voted on all matters presented at the meeting in accordance
with the specifications made in such proxies. In the absence of specified
instructions, proxies so received will be voted for the named nominees to the
Company's Board of Directors and in favor of each of the other proposals set
forth in the Notice of the Annual Meeting of Stockholders and described in
this Proxy Statement. Management does not know of any other matters that may
be brought before the meeting nor does it foresee or have reason to believe
that proxyholders will have to vote for substitute or alternate nominees. In
the event that any other matter should come before the meeting or any nominee
is not available for election, the persons named in the enclosed proxy will
have discretionary authority to vote all proxies not marked to the contrary
with respect to such matters in accordance with their best judgment. The
proxy may be revoked at any time before being voted by written notice to such
effect received by the Company, 160 Cassell Road, Harleysville, Pennsylvania
19438, attention: President, prior to exercise of the proxy, by delivery of a
later proxy or by a vote cast in person at the meeting. The Company will pay
the entire expense of soliciting these proxies, which solicitation will be by
use of the mails.
The total number of shares of Common Stock of the Company outstanding
as of April 28, 1995 was 3,131,937 (excluding treasury shares). The Common
Stock is the only class of securities of the Company entitled to vote, each
share being entitled to one noncumulative vote. Only stockholders of record
as of the close of business on April 28, 1995 will be entitled to vote.
A list of stockholders entitled to vote at the meeting will be available
at the Company's offices, 160 Cassell Road, Harleysville, Pennsylvania, for a
period of ten days prior to the meeting for examination by any stockholder.
It is anticipated that these proxy materials will be mailed to
stockholders of the Company on or about May 8, 1995.
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of seven members who
have been divided into three classes: two classes of two Directors each and one
class of three Directors, as provided in the Company's Certificate of
Incorporation, as amended. Unless otherwise indicated in valid proxies received
pursuant to this solicitation, such proxies will be voted for the election of
the persons listed below as nominees for the terms set forth below.
Management has no reason to believe that the nominees will not be
available or will not serve if elected, but if they should become unavailable
to serve as Directors, full discretion is reserved to the persons named as
proxies to vote for such other person or persons as may be nominated.
The following sets forth certain information as to the nominees for
election as Directors and for each other person whose term of office as a
Director will continue after this Annual Meeting of Stockholders:
<PAGE> 3
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE OF SHARES
OF COMMON STOCK
YEAR OWNED BENEFICIALLY
FIRST (DIRECTLY OR
BECAME INDIRECTLY) AS OF
NAME AGE PRINCIPAL OCCUPATION DIRECTOR APRIL 28, 1995 *
<S> <C> <C> <C> <C> <C>
NOMINEES FOR TERM TO EXPIRE IN 1998
William L. Kacin 63 Mr. Kacin was elected President, Chief Executive 1993 28,008 0.9%
Officer and a Director of the Company on February 18,
1993. Prior to that, he was Vice-President and General
Manager of the Company's Sethco Division for seventeen
years.
Richard P. Klopp 74 Mr. Klopp, from 1968 to 1983, was Chairman of the Board, 1987 21,380 0.7%
President and Chief Executive Officer of Catalytic, Inc.,
a company engaged in the design and manufacture of
equipment related to the chemical and petrochemical
industries. Mr. Klopp is presently retired.
DIRECTORS WHOSE TERM EXPIRES IN 1997
Alan Lawley 61 Dr. Lawley is the Grosvenor Professor of Metallurgy in the 1990 6,605 0.2%
Department of Materials Engineering at Drexel University,
Philadelphia, Pennsylvania. He is a Fellow of ASM, a former
President of the Metallurgical Society (1982) and of AIME
(1987), and is Editor-in-Chief of the International Journal
of Powder Metallurgy.He is an expert in physical and
mechanical metallurgy, powder metallurgy, composite
materials,and materials engineering design. He has consulted,
lectured and published in these areas.
Thomas F. Hayes 72 Mr. Hayes was President of Philadelphia Gear Corporation, a 1985 14,350 0.5%
privately held corporation, from 1969 to 1984, when he
retired. He is a West Point graduate,a member of the board of
Managers of Beneficial Savings Bank, Philadelphia,Pennsylvania
and a Director of PM Company, Philadelphia, Pennsylvania.
William F. Moffitt 45 Mr. Moffitt has been Vice-President of Finance, Secretary, 1993 15,805 0.5%
Treasurer and Chief Financial Officer of the Company since
1986. He is a Certified Public Accountant.
</TABLE>
*Includes stock options currently exercisable.
<PAGE> 4
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE OF SHARES
OF COMMON STOCK
YEAR OWNED BENEFICIALLY
FIRST (DIRECTLY OR
BECAME INDIRECTLY) AS OF
NAME AGE PRINCIPAL OCCUPATION DIRECTOR APRIL 28, 1995 *
<S> <C> <C> <C> <C> <C>
DIRECTORS WHOSE TERM EXPIRES IN 1996
Earl J. Wofsey 78 Mr. Wofsey is the Vice Chairman of the Board. He has 1971 100,357 3.2%
been general counsel to the Company for many years
and has been practicing law since 1940.
Walter A. Everett 73 Mr. Everett is the former President and current 1968 29,044 0.9%
Chairman of the Board of the Company. Except for a
brief period prior to August 15, 1990, he has been
a Director of the Company for the past twenty-five
years.
</TABLE>
*Includes stock options currently exercisable.
BOARD AND COMMITTEE PARTICIPATION
The Board of Directors of the Company held six (6) meetings during the
fiscal year ended January 31, 1995. All Directors were in attendance at each
of such meetings.
The Audit Committee of the Board (composed of Mr. Hayes,Chairman, and
Dr. Lawley) reviews the activities of the Company's independent auditors
(including fees, services and scope of the audit), reviews the Company's
internal audit policies and procedures and the preparation of the Company's
financial statements, and reports and makes recommendations to the Board with
respect thereto. The Audit Committee met once during fiscal 1995.
The Compensation Committee of the Board (composed of Mr. Wofsey,
Chairman, and Mr. Klopp) reviews and recommends to the Board appropriate
action with respect to all matters pertaining to compensation of officers and
other key employees of the Company. See the Committee's report on page 4 of
this proxy statement. The Compensation Committee met once in fiscal 1995.
The Stock Option Committee (composed of Mr. Everett, Chairman,and Dr.
Lawley) met once during fiscal 1995.
The Company does not have a nominating committee charged with the search
for and recommendation to the Board of potential nominees for Board positions.
This function is performed by the Board as a whole.It has been, and continues
to be, the Board's policy to entertain stockholder recommendations for
prospective Board nominees. Any such recommendations may be submitted to the
Board, in writing, addressed to Walter A. Everett, Chairman.
Non-employee Directors currently receive a fee of $1,250 per regular
meeting, but no fee for committee meetings, telephone meetings or stockholder
meetings. A retainer fee of $7,500 per year is also paid to all Directors in
quarterly installments. Mr. Wofsey received a salary of $39,000 as Vice
Chairman and received $36,000 for legal services as General Counsel during
fiscal 1995.
<PAGE> 5
PRINCIPAL SECURITY HOLDERS
The following table sets forth as of April 28, 1995 the number and
percentage of shares held by all persons who, to the knowledge of the
Company's management, are the record and/or beneficial owners of, or who
otherwise exercise voting or dispositive control over, 5% or more of the
Company's outstanding shares of Common Stock and the holdings of all of the
Company's officers and Directors as a group:
NAME AND ADDRESS APPROXIMATE
OF OWNER OR AMOUNT OF PERCENTAGE
IDENTITY OF GROUP SHARES OWNED OF CLASS
- ----------------- ------------ -----------
Dimensional Fund Advisors, Inc. 184,054(1) 5.9%
1299 Ocean Avenue
Santa Monica, CA 90401
All officers and Directors as a group 268,143(2) 8.5%
(14 persons)
- -------------
(1) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 184,054 shares of stock
as of December 31, 1994, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company,
the DFA Investment Trust Company, a registered open-end investment company,
or the DFA Group Trust and the DFA Participating Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional Fund
Advisors, Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of such shares, per Schedule 13G as most recently filed
with the SEC on January 31, 1995.
(2) Includes exercisable options to purchase 32,300 shares of Common Stock.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for reviewing compensation
plans, programs and policies relating to cash remuneration, monitoring
performance and cash compensation of executive officers and reporting to the
Board concerning that area of executive compensation. In formulating its
recommendations, the Committee considers the Company's after-tax earnings and
sales volume as compared to previous years, taking into account expenditures
generated in pursuit of long term growth objectives.
Officers' salaries are keyed to maintaining compensation at competitive
levels to assure continued availability of highly qualified personnel, with due
consideration given to economic conditions in the locale where officers are
employed.
Compensation opportunities consist of year-end salary increases and
bonuses. Salary increases for Vice Presidents managing the Company's Divisions
are based on managerial performance, significant problem solving, cost control,
contribution of a Division to pre-tax earnings, development of new products,
exploitation of markets and other growth factors. Salary increases and bonuses
of the Chief Executive Officer and the Financial Vice President are based on the
overall financial results of operations and their perceived skills, as
demonstrated in problem solving, daily management, as well as in planning and
carrying out short-term and long-term objectives.
The Company's bonus program is not designed to establish a category of
"at risk" compensation. It is rather an extra award for satisfactory to
exceptional performance. Where bonuses are granted, they generally range from 3%
to 6% of annual salary, but can be as high as 25% in cases of unusual
achievement.
<PAGE> 6
The Chief Executive Officer presents to the Committee a written
evaluation of each officer's performance and his recommendation as to salary
increases and bonuses and this is carefully considered by the Committee and
discussed with the Chairman of the Board and the Chief Executive Officer.
Earl J. Wofsey (Chairman)
Richard P. Klopp
December 14, 1994
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended January 31, 1993,
1994 and 1995, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued for those years, to each of the most highly
compensated executive officers of the Company where cash compensation exceeded
$100,000 (the "Named Executive Officers") in all capacities in which they
served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------ ----------------------
AWARDS
------
ALL OTHER
NAME AND PRINCIPAL SALARY($) BONUS($) OPTIONS COMPENSATION
POSITION YEAR (A) (A) (#) ($)(B)
- ------------------ ---- --------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
W. A. Everett 1995 $114,000 - 0 $2,655
Chairman 1994 114,000 - 5,000 2,627
1993 114,000 - 0 2,908
W. L. Kacin 1995 $219,375 $35,000 0 $3,438
President & Chief 1994 195,962 25,000 10,000 5,435
Executive Officer (1994) 1993 110,000 17,500 0 2,806
Vice President &
General Manager
Sethco Division (1993)
W. F. Moffitt 1995 $130,625 $20,000 0 $3,438
Vice President Finance, 1994 115,833 15,000 10,000 3,314
Secretary/Treasurer, 1993 100,000 13,000 0 2,551
Chief Financial Officer
J. B. Lechner 1995 $102,550 $15,000 1,000 $2,693
Vice President & 1994 89,750 18,000 0 2,771
General Manager 1993 84,000 12,500 0 2,143
Stiles-Kem Division
</TABLE>
- -----------
(A) Amounts shown include cash compensation earned and received by executive
officers. There were no deferrals of compensation.
(B) The total amount shown in this column for all fiscal years are contributions
to the Salaried Employee Stock Ownership Trust (ESOT) as described on page
7. There are no other Long Term Compensation Programs other than a Pension
Plan and Directors' deferred compensation program as discussed on page 6.
<PAGE> 7
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executive officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of the fiscal year ended January 31,
1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED NUMBER OF UNEXERCISED IN-THE-MONEY
ON VALUE OPTIONS AT OPTIONS AT FY-END
EXERCISE REALIZED FY-END (#) ($)(A)
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. A. Everett 0 $0 5,000 0 $48,750 $ -
W. L. Kacin 0 0 12,225 2,500 91,927 14,688
W. F. Moffitt 0 0 12,225 2,500 91,927 14,688
J. B. Lechner 0 0 3,650 500 34,035 2,125
</TABLE>
(A) Market value of underlying securities at year-end, minus the exercise price.
LONG-TERM INCENTIVE PROGRAMS
With a view to encouraging long term service by Directors and continuity
of management, while making such service more attractive to possible
replacements when necessary, the Company adopted a deferred compensation program
for the Directors on October 12, 1994. The Plan provides that Directors who have
completed six (6) years of service will be eligible to receive deferred
compensation after they cease to serve or reach age 70, whichever last occurs.
Payment will be made in annual installments based on $1,000 for each year of
service as a Director, up to a maximum of $10,000, and for a period equal to the
length of service, up to a maximum of 15 installments. Directors who have served
as Chief Executive Officers will be eligible to receive additional annual
deferred compensation at the rate of $1,000 for each year of service as an
executive officer, up to a maximum of $20,000, for a period equal to the length
of such service, up to twenty (20) years. In the event of death before payments
have been completed, a lump sum will be paid to the deceased's spouse or estate
equal to the total amount payable over ten years, less the total paid prior to
death.
EMPLOYMENT AGREEMENTS
The Company has no employment agreements.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
One executive officer of the Company is party to a written agreement with
the Company which provides that in the event the Company terminates his
employment, other than for cause, within nine (9) months following a change of
control, or if such employee voluntarily terminates such employment within nine
(9) months subsequent to a change of control, the Company shall be obligated to
pay him a sum of money equal to two (2) years' base compensation. Payment would
be made in a lump sum upon cessation of employment or, at such person's option,
in equal monthly installments over a two (2) year period. Change of control is
defined under the agreement as either the acquisition by any person or group of
persons acting in concert of 35% or more beneficial ownership of the Company's
voting securities or a change in the majority composition of the Company's Board
of Directors. The annual salary currently payable to Mr. Moffitt is $135,000.
<PAGE> 8
SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
Pursuant to the Company's Salaried Employee Stock Ownership Plan
(the "Ownership Plan"), the Company makes discretionary contributions to the
Company's Salaried Employee Stock Ownership Trust (the "Trust") either in
cash or in Company Common Stock. The Trust uses the cash contributions and
dividends received to purchase shares of the Company's Common Stock. All
full-time salaried employees who are at least 21 years of age and who have
been employed by the Company on a full-time basis for at least one year are
eligible to participate in the Ownership Plan. All shares acquired by the
Trust are allocated to the accounts of eligible employees based on their
respective salaries. Employees nearing retirement have discretion to
diversify a portion of their investment. During the Company's three fiscal
years ended January 31, 1995, the Company made contributions to the Trust in
the aggregate amount of $8,190 for Walter A. Everett, $11,679 for William L.
Kacin, $9,303 for William F. Moffitt, $7,607 for John B. Lechner and $68,334
for all executive officers as a group (11 persons).
STOCK OPTION PLANS
The Company's 1987 Stock Option Plan (the "1987 Plan") was adopted by
the Company's Board of Directors on April 9,1987 and by its stockholders on
June 3, 1987. The Company's 1992 Stock Option Plan (the "1992 Plan") was
adopted by the Company's Board of Directors on October 10, 1991 and by its
stockholders on June 3, 1992. All options granted under the 1987 Plan expire
no later than June 3, 1997. All options granted under the 1992 Plan expire on
October 9, 2001.
Both Plans provide for the grant of options ("Incentive Stock
Options"), which are intended to satisfy the requirements of Section 422 of
the Internal Revenue Code of 1986 (the "Code"), as well as options which are
not intended to satisfy such requirements ("Nonstatutory Stock Options"). The
total number of shares of the Company's Common Stock which may be issued
pursuant to each Plan may not exceed one hundred thousand (100,000) shares
plus an indeterminate number of additional shares resulting from anti-dilution
adjustments.
On May 13, 1994, the Company granted Incentive Stock Options aggregating
3,000 shares to two officers (including 1,000 shares to Mr.Lechner) at the
market price of $13.50 per share. On October 14, 1994, Nonstatutory Stock
Options exercisable at $11.25 per share were granted to Mr. Wofsey and Mr.
Lawley (5,000 shares each). No options have been repriced.
PENSION PLAN
Participants in the Company's pension plans receive retirement
income based on their salaries for the final five years of service, their age
at retirement and their total number of years of service to the Company. The
following table indicates the estimated benefits payable for various salary
levels upon retirement at age 65, after 20, 25, 30 and 35 years of credited
service to the Company:
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL FIVE YEAR AVERAGE SALARY 20 25 30 35
-----------------------------------------------------
<C> <C> <C> <C> <C>
$ 50,000 $ 10,000 $ 12,500 $ 15,000 $ 17,500
75,000 15,000 18,750 22,500 26,250
100,000 20,000 25,000 30,000 35,000
125,000 25,000 31,250 37,500 43,750
150,000 30,000 37,500 45,000 52,500
</TABLE>
Costs of the Company's pension plans are not and cannot be readily
allocated to individual employees. The Company's contributions to these plans
during its fiscal year ended January 31, 1995 approximated 1.0% of the total
remuneration paid to all plan participants.
<PAGE> 9
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Met-Pro Corporation,
AMEX Market Value Index and AMEX Capital Goods Index
$250|------------------------------------------------------------------|
| |
| |
| |
| |
| |
$200|------------------------------------------------------------------|
| |
| |
| |
| |
| |
$150|------------------------------------------------------------------|
| # |
| & |
| # |
| &# &# & |
| * |
$100|---*&#------------------------------------------------------------|
| # * |
| *& |
| * |
| * |
| |
$50|----|----------|---------|-----------|-----------|-----------|----|
1990 1991 1992 1993 1994 1995
*=Met-Pro Corporation &=AMEX Market Value Index #=AMEX Capital Goods Index
- -------------------------------------------------------------------------------
| 1990 1991 1992 1993 1994 1995 |
| Met-Pro Corporation 100.00 89.31 83.76 67.51 90.82 107.06 |
| AMEX Market Value Index 100.00 90.71 117.51 117.43 138.74 123.59 |
| AMEX Capital Goods Index 100.00 94.59 119.63 116.12 147.06 131.55 |
- -------------------------------------------------------------------------------
(A) The graph shown above compares the performance of Met-Pro Corporation with
that of the AMEX Market Value Index and the AMEX Capital Goods Index, which
are published industry indices. The AMEX Capital Goods Index includes the
following companies: Aerosonic Corp., American-Israeli Paper, Bethlehem
Corp., Buffton Corp., Binks Manufacturing Co., Baldwin Technology Inc.,
Badger Meter Inc., Bayou Steel Corp., Castle A M & Co., Chicago Rivet &
Machine Co., Datametrics Corp., Ducommun Inc., Del Electronics Corp.,
Donnelly Corp., Driver Harris Co. ,Electrochemical Industries, Eastern
Company, Excel Industries Inc., Fibreboard Corp., Ford Motor Company of
Canada, Ltd., Friedman Industries Inc., Graham Corp., General Microwave
Corp., Gorman Rupp Co., Gundle Environmental Systems Inc., Heico
Corporation, Hein Werner Corp., Howell Industries Inc., Instron Corp.,
Kinark Corp., La Barge Inc., Larizza Industries Inc., Middleby Corp.,
Met-Pro Corporation, Merrimac Industries Inc., Matec Corp., Pitt DesMoines
Inc, .Peerless Tube Co., Penn Engineering & Manufacturing Corp., Regal
Beloit Corp., RB & W Corp., Redlaw Industries Inc., SBM Industries Inc.,
Salem Corp., Stepan Co., Spartech Corp., Sifco Industries Inc., Grupo Simec
S A de C V, Struthers Industries Inc., Selas Corp., Stevens Graphics Corp.,
Tubos De Acero De Mexico S A, Thermo Fibertek Inc., Thermedics, Inc., Thermo
Process Systems Inc., Torotel Inc., Valley Forge Corp., Vitronics Corp.,
Wells Gardner Electronics Corp., Weldotron Corp., Watsco Inc. CL B.
(B) The comparison of total return on investment (change in year-end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on January 31, 1990 in each of Met-Pro Corporation, the AMEX Market
Value Index and the AMEX Capital Goods Index.
<PAGE> 10
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED CAPITALIZATION
The Board of Directors has recommended an amendment to the Company's
Certificate of Incorporation to increase the number of shares of Common Stock,
par value $.10 per share, which the Company shall be authorized to issue from
5,000,000 to 10,000,000. After the stock split, nearly all of the authorized
5,000,000 shares will either be outstanding or reserved against the Company's
stock option plans.The Board believes it is essential to increase the authorized
capital of the Company in order to have additional shares available for
acquisitions, financings, present and future employee benefit programs and other
corporate purposes. The additional shares may be issued from time to time as the
Board of Directors may determine without further action of the stockholders of
the Company.
Stockholders of the Company do not currently possess, nor upon the
adoption of the proposed amendment will they acquire preemptive rights, which
would entitle such persons, as a matter of right, to subscribe for the purchase
of any security of the Company.
The affirmative vote of the holder of a majority of the outstanding
shares of Common Stock of the Company is required for approval of this proposal.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Unless instructed to the contrary, the persons named in the enclosed
proxy intend to vote the same in favor of the ratification of the selection of
Margolis & Company P.C. as independent certified public accountants to the
Company to serve until the next Annual Meeting of Stockholders, unless such
employment shall be earlier terminated. That firm, which has acted as
independent auditors of the Company's accounts since 1971, has reported to the
Company that none of its members has any direct financial interest or material
indirect financial interest in the Company.
A representative of Margolis & Company P.C. is expected to attend the
meeting and have an opportunity to make a statement and/or respond to
appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 1996
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received at the Company's offices in
Harleysville, Pennsylvania, by January 1, 1996, for inclusion in the Company's
proxy statement and form of proxy relating to that meeting.
William F. Moffitt,
Secretary
Harleysville, Pennsylvania
April 28, 1995
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY
31,1995, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH
REPORT SHOULD BE DIRECTED TO WILLIAM L. KACIN, PRESIDENT, MET-PRO
CORPORATION, 160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438.
<PAGE> 11
This Proxy when properly executed will be voted in the manner directed here
by the undersigned stockholders. If no direction is made, this Proxy will be
voted FOR Proposals 1, 2 and 3.
1. Election of two Directors for a term expiring in 1998:
William L. Kacin Richard P. Klopp
FOR WITHHOLD
AUTHORITY (To withhold authority to vote for any nominee(s), write
To Vote For the name(s) of the nominee(s) in the space that
follows)
---------------------------------------------------------
2. Proposal to Ratify the Appointment
of Margolis & Company P.C. as
independent auditors.
FOR AGAINST ABSTAIN
3. Proposal to amend Certificate of Incorporation to
increase the number of shares of Common Stock
authorized from 5,000,000 to 10,000 000.
FOR AGAINST ABSTAIN
4. In their discretion, the Proxies are authorized
to vote upon such other business as may
properly come before the meeting.
Please sign exactly as name appears. When shares are held by
joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee, or guardian, please give full title
as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:____________________________________________________, 1995
________________________________________________________________
Signature
________________________________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
----------------------------------------------
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
----------------------------------------------
FOLD AND DETACH HERE
<PAGE> 12
PROXY
MET-PRO CORPORATION
160 Cassell Road
Harleysville, Pennsylvania 19438
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Walter A. Everett and Earl J. Wofsey as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and vote, as designated on the reverse side, all the shares of
Common Stock of Met-Pro Corporation held of record by the undersigned on
April 28, 1995 at the Annual Meeting of Stockholders to be held on June 7,
1995 or any adjournment thereof.
(Continued on reverse side)
FOLD AND DETACH HERE
