<PAGE>
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RULE 14A-101 SCHEDULE 14 A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Exchange Act Rule 14a-11 or Rule 14a-12
- --------------------------------------------------------------------------------
MET-PRO CORPORATION
(Name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act RuleS 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each part to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
/ / Check box if any part of fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
LOGO
160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 1996
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
DOUBLETREE GUEST SUITES, 640 WEST GERMANTOWN PIKE (AT HICKORY ROAD) IN PLYMOUTH
MEETING, PENNSYLVANIA, on June 5, 1996, at the hour of 11:30 a.m. for the
following purposes:
1. To elect one Director to serve until the 1999 Annual Meeting of
Stockholders.
2. To ratify the selection of Margolis & Company P.C. as independent
certified public accountants for the Company's fiscal year ending
January 31, 1997.
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on April 12, 1996
are entitled to notice of and to vote at such meeting or any adjournment
thereof.
William F. Moffitt,
Secretary
Harleysville, Pennsylvania
April 19, 1996
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>
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 5, 1996. 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 nominee 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 a substitute or alternate nominee. In the event that any other matter should
come before the meeting or the nominee is not available for election, the person
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 12, 1996 was 4,638,465 (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 12, 1996 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 April 26, 1996.
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.
Mr. Wofsey, who has served as a Director and Vice Chairman for many
years and as General Counsel since the founding of the Company, has expressed
his wish to retire as a Director. He has therefore declined renomination, but
has consented to continue as General Counsel at the pleasure of the Board. The
Company has reduced to six the number of Directors constituting the Board.
Unless otherwise indicated in valid proxies received pursuant to this
solicitation, such proxies will be voted for the election of the person listed
below as nominee for the term set forth below. Management has no reason to
believe that the nominee will not be available or will not serve if elected, but
if he should become unavailable to serve as a Director, full discretion is
reserved to the persons named as proxies to vote for such other person as may be
nominated.
The following sets forth certain information as to the nominee for
election as a Director and for each other person whose term of office as a
Director will continue after this Annual Meeting of Stockholders:
1
<PAGE>
<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 12, 1996*
NOMINEE FOR TERM TO EXPIRE IN 1999
<S> <C> <C> <C> <C>
Walter A. Everett 74 Mr. Everett is the former President 1968 36,379 0.8%
and current 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-six years.
DIRECTORS WHOSE TERM EXPIRES IN 1998
William L. Kacin 64 Mr. Kacin was elected President, 1993 45,534 1.0%
Chief Executive 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 75 Mr. Klopp, from 1968 to 1983, was 1987 32,069 0.7%
Chairman of the Board, 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 62 Dr. Lawley is the Grosvenor 1990 11,782 0.3%
Professor of Metallurgy in the
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.
</TABLE>
*Includes stock options currently exercisable.
2
<PAGE>
<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 12, 1996*
<S> <C> <C> <C> <C>
Thomas F. Hayes 73 Mr. Hayes was President of Philadelphia Gear 1985 15,525 0.3%
Corporation, a 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 46 Mr. Moffitt has been Vice-President of 1993 27,912 0.6%
Finance, Secretary, Treasurer and Chief
Financial Officer of the Company since 1986.
He is a Certified Public Accountant.
</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, 1996. 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 1996.
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 1996.
The Stock Option Committee (composed of Mr. Everett, Chairman, and Dr.
Lawley) met once during fiscal 1996.
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 $108,000 for legal services as General Counsel during fiscal 1996.
3
<PAGE>
PRINCIPAL SECURITY HOLDERS
The following table sets forth as of April 12, 1996 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. 276,081(1) 5.9%
1299 Ocean Avenue
Santa Monica, CA 90401
All officers and Directors 401,839(2) 8.6%
as a group (15 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,
or in series of the DFA Investment Trust Company, a Delaware business trust,
or the DFA Group Trust and DFA Participation 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 all such shares, per Schedule 13G as most recently
filed with the SEC on January 31, 1995. To adjust for the 3-for-2 stock
split of May 12, 1995, the 184,054 shares previously reported were increased
to 276,081.
(2) Includes exercisable options to purchase 46,975 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 and daily management, as well as in planning and
carrying out short-term and long-term objectives.
The Company's bonus program for officers 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 10% of annual salary, but can be as high as 25% in
cases of unusual achievement.
4
<PAGE>
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 13, 1995
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended January 31,
1994, 1995 and 1996, 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)
- ------------------ ---- -------- ------- ------- ------------
<S> <C> <C> <C> <C> <C>
W. A. Everett 1996 $121,500 $ 0 0 $3,627
Chairman 1995 114,000 0 0 2,655
1994 114,000 0 5,000 2,627
W. L. Kacin 1996 $234,625 $42,000 20,000 $4,477
President & Chief 1995 219,375 35,000 0 3,438
Executive Officer 1994 195,962 25,000 10,000 5,435
W. F. Moffitt 1996 $143,750 $24,000 12,000 $4,477
Vice President, Finance, 1995 130,625 20,000 0 3,438
Secretary/Treasurer, 1994 115,833 15,000 10,000 3,314
Chief Financial Officer
J. B. Lechner 1996 $106,629 $15,000 5,000 $3,630
Vice President & 1995 102,550 15,000 1,000 2,693
General Manager 1994 89,750 18,000 0 2,771
Stiles-Kem Division
- ---------------
</TABLE>
(A) The total amount shown in this column for all fiscal years are contributions
to the Salaried Employee Stock Ownership Trust (ESOT) as described on
page 7. There are no other Long Term Compensation Programs other than a
Pension Plan and Directors' deferred compensation program as discussed on
page 6.
5
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executive officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of the fiscal year ended January 31, 1996:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT OPTIONS AT FY-END
ON VALUE FY-END(#) ($)(B)
EXERCISE REALIZED ----------------------------------- ---------------------------------
NAME (#) ($) (A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. A. Everett 5,000 $52,500 0 0 $ 0 $ 0
W. L. Kacin 7,225 68,874 11,250 20,000 81,056 30,000
W. F. Moffitt 4,725 47,274 15,000 12,000 108,075 18,000
J. B. Lechner 4,725 52,778 1,125 7,875 6,891 11,813
</TABLE>
- ----------
(A) Market rate of underlying securities at date of exercise, minus the exercise
price.
(B) 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
Certain executive officers of the Company are party to a written
agreement with the Company which provides that in the event the Company
terminates their 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 base annual
salaries currently payable to Messrs. Kacin and Moffitt are $242,000 and
$145,000, respectively.
6
<PAGE>
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,
1996, the Company made contributions to the Trust in the aggregate amount of
$8,909 for Walter A. Everett, $13,350 for William L. Kacin, $11,229 for William
F. Moffitt, $9,094 for John B. Lechner and $79,089 for all executive officers as
a group (12 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 December 19, 1995, the Company granted Incentive Stock Options to
buy a total of 89,000 shares to ten officers at market ($13.625 per share) and
Nonstatutory Stock Options to buy 9,000 shares each at $9.00 per share to
Messrs. Hayes and Klopp. The following table relates to certain of the options,
all of which expire October 9, 2001.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENTAGE OF OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES ------------------------------------
NAME GRANTED IN FISCAL YEAR 5% ($) 10% ($)
---- ------- -------------- ------ -------
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
W. L. Kacin 20,000 22.5% $75,300 $166,300
W. F. Moffitt 12,000 13.5% 45,180 99,780
J. B. Lechner 7,500 8.4% 28,238 66,263
</TABLE>
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
<S> <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, 1996 approximated 1.4% of the total
remuneration paid to all plan participants.
7
<PAGE>
CERTAIN TRANSACTIONS
Everett Process Systems, owned by Bruce Everett (the son of Walter A.
Everett), purchases certain products from Met-Pro Corporation for resale. The
purchases, which amounted to $223,517 during the past fiscal year, were at
prices and terms applicable generally to the Company's distributors.
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--------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
- -------------------------------------------------------------------------------
* Met-Pro Corporation $ AMEX Market Value # AMEX Capital Goods
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Met-Pro Corporation 100.00 93.60 74.70 102.97 123.10 161.31
AMEXMarket Value Index 100.00 129.55 129.46 152.95 136.25 174.50
AMEXCapital Goods Index 100.00 126.47 122.76 155.47 139.07 204.06
</TABLE>
(A) The graph 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.
(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, 1991 in each of Met-Pro Corporation, the AMEX Market
Value Index and the AMEX Capital Goods Index.
8
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
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 1997
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, 1997, for inclusion in the Company's
proxy statement and form of proxy relating to that meeting.
William F. Moffitt,
Secretary
Harleysville, Pennsylvania
April 19, 1996
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, 1996, 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.
9
<PAGE>
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 Thomas F. Hayes 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 12, 1996
at the Annual Meeting of Stockholders to be held on June 5, 1996 or any
adjournment thereof.
(Continued on reverse side)
--FOLD AND DETACH HERE--
<PAGE>
- -------------------------------------------------------------------------------
This Proxy when properly executed will be voted in the Please mark
manner directed here by the undersigned stockholders. your votes as / X /
If no direction is made, this Proxy will be voted FOR indicated in
Proposals 1 and 2. this example
1. Election of one Director for a term expiring in 1999: Walter A. Everett
FOR WITHHOLD
AUTHORITY
/ / / /
2. Proposal to Ratify the Appointment of Margolis & Company P.C.
as independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
3. 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: , 1996
----------------------------------------------
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
--FOLD AND DETACH HERE--
