CONFIRMING EDGAR COPY
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BERGER HOLDINGS, LTD.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
BERGER HOLDINGS, LTD.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party 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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/X/ Fee paid previously.
/ / Check box if any part of the 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: $125.00
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: 14A
- - --------------------------------------------------------------------------------
(3) Filing Party: BERGER HOLDINGS, LTD.
- - --------------------------------------------------------------------------------
(4) Date Filed: July 26, 1995
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<PAGE>
CONFIRMING EDGAR COPY
BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 9, 1995
The Annual Meeting of Shareholders of Berger Holdings, Ltd. (the "Company")
will be held on Wednesday, August 9, 1995 at 10:00 a.m. local time at the
Holiday Inn, 4700 Street Road, Trevose, PA 19053, for the following purposes:
1. To elect two directors;
2. To ratify the appointment of Goldenberg Rosenthal Friedlander as
the Company's independent auditors for the fiscal year 1995.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on June 30, 1995 has been fixed as the record date
for the meeting. All shareholders of record at that time are entitled to notice
of and to vote at the meeting and any adjournment or postponement thereof. In
the event that the meeting is adjourned for one or more periods aggregating at
least 15 days due to the absence of a quorum, those shareholders entitled to
vote who attend the adjourned meeting, although otherwise less than a quorum,
shall constitute a quorum for the purpose of acting upon any matter set forth in
this notice.
All shareholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to give
voting instructions with respect to your shares of Common Stock. The proxies are
solicited by the Board of Directors of the Company. The return of the proxy will
not affect your right to vote in person if you do attend the meeting. A copy of
the Company's Annual Report is also enclosed.
July 10, 1995 JOSEPH F. WEIDERMAN
President and Secretary
<PAGE>
BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Berger
Holdings, Ltd. (the "Company"), a Pennsylvania corporation, for use at the
Annual Meeting of Shareholders (the "meeting") to be held on Wednesday, August
9, 1995 at 10:00 a.m. local time at the Holiday Inn, 4700 Street Road, Trevose,
PA 19053 and any adjournment or postponement thereof. This proxy statement, the
foregoing notice and the enclosed proxy are first being mailed to shareholders
on or about July 10, 1995.
The Board of Directors does not intend to bring any matters before the
meeting other than the matters specifically referred to in the notice of the
meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the meeting. However, if any other matters
properly come before the meeting, the persons named in the accompanying proxy or
their duly constituted substitutes acting at the meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment on
such matters.
In the absence of instructions, the shares represented at the meeting by
the enclosed proxy will be voted "FOR" the nominees of the Board of Directors in
the election of directors and "FOR" the ratification of Goldenberg Rosenthal
Friedlander as the Company's independent auditors for the year ending December
31, 1995. Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary in writing, by delivering a duly executed proxy bearing
a later date or by attending the meeting and voting in person.
<PAGE>
VOTING SECURITIES
At the close of business on June 30, 1995, the record date, the Company had
outstanding 3,291,439 shares of Common Stock, par value $.01 per share. No
shares of Preferred Stock are currently outstanding.
On all matters voted upon at the meeting and any adjournment or
postponement thereof, each record holder of Common Stock as of the record date
will be entitled to one vote per share. In the election of directors,
shareholders will not have cumulative voting rights.
The presence, in person or by proxy, of shareholders entitled to cast at
least a majority of the votes that all shareholders are entitled to cast on each
matter to be acted upon at the meeting shall constitute a quorum for the
purposes of consideration and action on that matter. Each matter to be voted on
shall be authorized upon receiving the affirmative vote of a majority of the
votes cast by all shareholders entitled to vote thereon. Abstentions will be
counted as being present for purposes of determining the presence or absence of
a quorum with respect to the applicable matter, but will not constitute a vote
cast for or against that matter. As to certain matters, brokers who hold shares
in street name for customers are not entitled to vote those shares without
specific instructions from such customers. Under applicable Pennsylvania law, a
broker non-vote will count as being present with respect to such matter for
purposes of determining the presence or absence of a quorum, but will not count
as a vote cast for or against the applicable matter. In the event that the
meeting has been adjourned for one or more periods aggregating at least 15 days
because of an absence of a quorum, those shareholders entitled to vote who
attend the adjourned meeting, although less than a quorum as described above,
shall nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in the foregoing notice.
-2-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 30, 1995, information with
respect to the securities holdings of the Company's directors, all directors and
executive officers as a group, and all persons believed by the Company to
beneficially own more than 5% of the Company's outstanding Common stock based
upon filings with the Securities and Exchange Commission. Unless otherwise
indicated, such ownership is believed to be direct, with sole voting and
investment power. The address of each such person is 805 Pennsylvania Boulevard,
Feasterville, Pa. 19053.
<TABLE>
<CAPTION>
Name and Address Shares Owned
of Outstanding Beneficially Percentage
Beneficial Owner and of Record of Shares
- - ---------------- ------------- ----------
<S> <C> <C>
Theodore A. Schwartz 265,225 (1) 7.60%
Joseph F. Weiderman 195,090 (2) 5.70%
Paul L. Spiese, III 144,726 (3) 4.27%
Jacob I. Haft, M.D. 91,700 (4) 2.76%
Larry Falcon 7,791 (5) *
Dr. Irving Kraut 147,533 (6) 4.39%
Jeffrey I. Schocket 7,857 (7) *
Francis E. Wellock, Jr. 40,750 (8) 1.23%
All Directors and Executive
Officers as a group (8 persons) 900,672 23.34%
</TABLE>
- - -------------
* Less than 1%.
(1) Includes 1,500 shares of Common Stock registered to Mr. Schwartz as joint
tenant with Janice L. Bredt and options and warrants to purchase 196,630
shares of Common Stock.
(2) Includes options and warrants to purchase 128,643 shares of Common Stock.
(3) Includes options and warrants to purchase 99,726 shares of Common Stock.
(4) Includes options and warrants to purchase 32,414 shares of Common Stock.
(5) Consists solely of options and warrants to purchase shares of Common Stock.
(6) Includes options and warrants to purchase 70,000 shares of Common Stock.
(7) Includes options and warrants to purchase 7,791 shares of Common Stock.
(8) Includes options and warrants to purchase 25,000 shares of Common Stock.
-3-
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors
The bylaws of the Company provide for a Board of Directors (the "Board")
consisting of three classes, with each class being as equal in number as
possible. At each annual meeting of shareholders, directors are elected for a
full term of three years to succeed directors whose terms are expiring. The
Board has nominated Paul L. Spiese, III and Larry Falcon to serve as directors
until their respective successors in office have been duly qualified and
elected. Mr. Spiese and Mr. Falcon are currently serving as directors and each
of them has indicated a willingness to continue to serve as a director. In the
event that Mr. Spiese and/or Mr. Falcon become unavailable to accept nomination
or election as a director, the persons named in the enclosed proxy will vote the
shares which they represent for the election of such other persons as the Board
of Directors may recommend, unless the Board of Directors reduces the number of
directors.
Proxies for holders of Common Stock executed on the enclosed form will be
voted, in the absence of other instructions, "FOR" the election of Mr. Spiese
and Mr. Falcon.
Set forth below, with respect to each nominee for Director and each
director continuing in office, is the name, age, the time period during which he
has served as a Director of the Company and his principal occupation or
employment and business affiliations at present and during the past five years.
NOMINEES FOR TERMS EXPIRING IN 1998
PAUL L. SPIESE, III, age 43, was elected a director of the Company on March
30, 1991. Mr. Spiese joined the Company as Plant Manager in 1985 and was named
Vice President - Manufacturing in July 1990, with complete manufacturing
responsibility for production of the Company's roof drainage and vinyl siding
products. Previously, he was employed by Hurst Performance, Inc. as a Plant
Manager.
LARRY FALCON, age 55, has served as a director of the Company since
November 1985, acted as Chairman of the Board from September 3, 1986 to June 1,
1987 and served as Assistant Secretary of the Company from December 10, 1987 to
May 5, 1988. He has served as President of the Residential Division of The
Kaplan Company, a real estate developer, since 1985. On June 5, 1995, The Kaplan
Company filed a voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.
DIRECTORS CONTINUING IN OFFICE
Terms Expiring in 1996
THEODORE A. SCHWARTZ, age 66, was elected a director of the Company
effective June 1987 and served as President of the Company from May 5, 1988 to
May 30, 1989 and from July 17, 1990 to January 15, 1991. From May 30, 1989 to
present, Mr. Schwartz has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company. From 1984 until 1992, Mr. Schwartz served as a
director of Judicate, Inc., which is in the business of providing a private
alternative dispute resolution system.
JOSEPH F. WEIDERMAN, age 53, was elected a director of the Company on June
1, 1990, has served as Chief Financial Officer, Secretary and Treasurer of the
Company since February 1990, and was elected President of the Company on January
15, 1991. Mr. Weiderman holds a Bachelor of Science Degree in Accounting and a
Master of Business Administration Degree in Finance from LaSalle University.
Prior to his joining the Company, Mr. Weiderman had served for over fourteen
years as the Chief Financial Officer of Harry Levin, Inc., a multi-store
retailer of major appliances and furniture.
-4-
<PAGE>
JACOB I. HAFT, M.D., age 58, was elected a director of the Company in
conjunction with the Company's acquisition of Berger in 1989. Dr. Haft has
practiced medicine, with a specialization in cardiology, for over twenty-five
years. Since 1974, Dr. Haft has been the director of the Department of
Cardiology of St. Michael's Medical Center in Newark, New Jersey. In addition,
Dr. Haft is currently a Clinical Professor of Medicine at the New Jersey College
of Medicine and Dentistry and Professor of Medicine at the Seton Hall University
Post Graduate School of Medicine. Dr. Haft has several professional
certifications, is a member of various professional societies and associations
and has published many scholarly articles and books. During 1986 and 1987, Dr.
Haft served on the New Jersey Cardiac Services Task Force of the New Jersey
Department of Health. Dr. Haft currently serves on the Cardiac Services
Committee of the New Jersey Department of Health.
Terms Expiring in 1997
DR. IRVING KRAUT, age 77, has served as a director of the Company since
July 1993. Dr. Kraut was a practicing orthodontist from 1948 to 1991. Since that
time, he has served as a consultant to orthodontists in his capacity as
President of Irving Kraut, D.D.S.P.A. Since 1978, Dr. Kraut has served as a
director of Princeton Research Lands, Inc., a private real estate company.
JEFFREY I. SCHOCKET, age 48, has served as a director of the Company since
September 3, 1986. In addition, Mr. Schocket served as President of the Company
from September 3, 1986 to May 5, 1988. He has been Chief Financial Officer of
The Kaplan Company, since January 1986. On June 5, 1995, The Kaplan Company
filed a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code.
-5-
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held 4 meetings in 1994. All members of the Board of
Directors attended or participated in all such meetings of the Board of
Directors. The Company has no standing committees.
COMPENSATION OF DIRECTORS
During 1994, members of the Company's Board of Directors who were not also
executive officers of the Company were paid $250 per Board meeting attended. An
aggregate of $3,000 was paid to directors for their services. No director was
paid more than $750.
PROCEDURES FOR SHAREHOLDER NOMINATIONS
Nominations for election of directors may be made by any shareholder
entitled to vote for the election of directors if written notice (the "Notice")
of the shareholder's intent to nominate a director at the meeting is given by
the shareholder and received by the Secretary of the Company in the manner and
within the time specified below. The Notice shall be delivered to the Secretary
of the Company not less than 14 days nor more that 50 days prior to any meeting
of the shareholders called for the election of directors; except that, if less
than 21 days' notice of the meeting is given to shareholders, the Notice shall
be delivered to the Secretary of the Company not later than the earlier of the
seventh day following the day on which notice of the meeting was first mailed to
shareholders or the fourth day prior to the meeting. In lieu of delivery to the
Secretary, the Notice may be mailed to the Secretary by certified mail, return
receipt requested, but shall be deemed to have been given only upon actual
receipt by the Secretary. These requirements do not apply to nominations made by
the Board of Directors.
The Notice shall be in writing and shall contain or be accompanied by:
1. the name and residence address of the nominating shareholder;
2. a representation that the shareholder is a holder of record of
voting stock of the Company and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the Notice;
3. such information regarding each nominee as would have been required
to be included in a proxy statement filed pursuant to Regulation 14A of the
rules and regulations established by the Securities and Exchange Commission
under the Exchange Act had proxies been solicited with respect to such
nominee by the management or Board of Directors of the Company;
4. a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the shareholders; and
5. the consent of each nominee to serve as a director of the Company
if so elected.
-6-
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the annual compensation of each of the Company's
executive officers for the years 1994, 1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------- ------
(a) (b) (c) (d) (e) (g) (i)
Name & Principal Year Salary($) Bonus($) Other Annual Options/ All other
Position Compensation SARs(#) Compensation
($) ($)
<S> <C> <C> <C> <C> <C> <C>
Theodore A. 1994 $108,070 0 0 51,700(1) $10,460(2)
Schwartz 1993 96,904 0 0 100,000 7,000(2)
Chairman & Chief 1992 92,785 0 0 51,700(3) 3,615(2)
Executive Officer
of the Company
Joseph F. 1994 $ 94,723 0 0 10,450(1) $ 2,188(4)
Weiderman 1993 83,725 0 0 100,000 1,708(4)
President, Chief 1992 83,790 0 0 10,450(3) 1,010(4)
Operating Officer,
Chief Financial
Officer
and Treasurer of
the Company
Paul L. Spiese, III 1994 $73,536 0 0 4,533(1) $ 1,798(5)
Vice President- 1993 68,384 0 0 100,000 1,648(5)
Manufacturing of 1992 62,290 0 0 4,533(3) 1,210(5)
the Company
</TABLE>
- - ---------------------------
(1) Represents repricing of all options granted prior to 1993. No options were
granted by the Company in 1994.
(2) Represents premiums paid by the Company for life insurance for the benefit
of Mr. Schwartz
(3) Includes all options previously granted to reflect the repricing of such
options pursuant to the terms of the Company's Third Amended Plan of
Reorganization (the "Plan of Reorganization"). No options were granted by
the Company in 1992.
(4) Represents premiums paid by the Company for life insurance for the benefit
of Mr. Weiderman.
(5) Represents premiums paid by the Company for life insurance for the benefit
of Mr. Spiese.
-7-
<PAGE>
The following table shows (1) the number and value of options exercised by
the Company's executive officers during fiscal year 1994 and (2) the number and
value of unexercised options held by the Company's executive officers at the end
of 1994:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d)
# of Unexercised Options
at FY-End(#)
Shares Acquired
Name on Exercise($) Value Realized($) Exercisable/Unexercisable
---- -------------- ----------------- -------------------------
<S> <C> <C> <C>
Theodore A. Schwartz 0 0 106,633/50,000
Joseph F. Weiderman 0 0 63,643/50,000
Paul L. Spiese, III 0 0 54,643/50,000
</TABLE>
REPORT ON REPRICING OF OPTIONS
In 1992, pursuant to the terms of the Company's Plan of Reorganization, all
options to purchase shares of the Company's Common Stock previously granted to
officers and directors were repriced to an exercise price of $5.00 per share. On
June 27, 1994, the Board of Directors determined that, because such exercise
price significantly exceeded the then current market price of the Common Stock,
such options should be repriced to a lower exercise price and their term
extended. The Board of Directors further determined that it would be appropriate
that the new exercise price exceed the then current market price of the
Company's Common Stock but by a smaller margin. As a result such options were
repriced to an exercise price of $2.50 per share. The closing bid price of the
Company's Common Stock on June 27, 1994 as reported on the Nasdaq SmallCap was
$1.5625. No additional options were granted to officers and directors in 1994.
On February 17, 1995, the Board of Directors determined that all such options
should be repriced in order to maintain the level of potential incentive
compensation available to such officers and directors. In keeping with its past
practice, the exercise price of such options was repriced to an exercise price
of $1.50, which exercise price exceeded the then current market price of the
Company's Common Stock of $1.3125.
Employment Agreements and Arrangements
Pursuant to employment agreements dated as of January 1, 1994, Mr. Schwartz
is employed by the Company as its Chairman and Chief Executive Officer, Mr.
Weiderman as its President, Chief Operating Officer and Treasurer and Mr. Spiese
as its Vice President - Manufacturing. Each agreement is for a term of five
years and expires December 31, 1998. The agreements provide for a base annual
salary of $125,000, $110,000 and $80,000 for Messrs. Schwartz, Weiderman and
Spiese, respectively. However, pursuant to an agreement with Meridian Bank
("Meridian"), Messrs. Schwartz, Weiderman and Spiese were paid at the rate of
$97,000, $84,000 and $70,000 per year, respectively, until such time as the
Company's loan balance with Meridian was paid in full. Such loan balance was
paid in full on June 30, 1994. In addition to his salary, each agreement
provides that the applicable officer shall be entitled to a bonus at the
discretion of the Board of Directors. If, at the end of the term of the
agreement, the Company and the applicable officer have not agreed to an
extension of such agreement for a minimum additional term of three years, the
Company is obligated to pay such officer an amount equal to 50% of his then
annual salary in weekly installments over a six month period (the "Severance
Payment"). In the event that the applicable officer is unable to perform his
duties due to disability under the agreement for an aggregate period of more
than 180 days in any 365 day period, the Company may terminate such officer's
employment upon 90 days notice. In such event, the Company is obligated to pay
such
-8-
<PAGE>
officer his full salary for a period of twelve months. At the end of such
twelve month period, the Company is obligated to pay such officer the sum of
$1,000 per week, subject to certain reductions set forth in the agreement, for a
period of 3 years and then $500 per week for the remainder of such officer's
life.
Each officer is also entitled to the use of a car provided by the Company.
The Company maintains a key man life insurance policy on each officer in the
face amount of $1,000,000, of which $500,000 is for the benefit of the Company
and $500,000 to benefit the beneficiary of such officer's choice. During the
term of the agreement, and so long as each officer receives the Severance
Payment, such officer is prohibited directly or indirectly engaging in any
business which is the same as, similar to or in competition with the business of
the Company.
Certain Relationships and Related Transactions
Joseph F. Weiderman
The Company holds two Promissory Notes made by Mr. Weiderman, President and
Chief Financial Officer of the Company, one in the principal amount of $50,000
(the "May Note") and one in the principal amount of $25,000 (the "December
Note"), each of which bears an interest rate of six percent per annum. The May
Note requires the principal and accrued interest to be paid on May 6, 1996. The
proceeds of the May Note were used by Mr. Weiderman to purchase 40,000 shares of
Common Stock and 40,000 warrants in the Company's April 1993 private placement.
The December Note requires the principal and accrued interest to be paid on
December 16, 1996. The proceeds of the December Note were used by Mr. Weiderman
to purchase 25,000 shares of Common Stock and 25,000 warrants in the Company's
December 1993 private placement. The largest aggregate amount outstanding under
the Promissory Notes during the year ended December 31, 1994 was $75,000, all of
which is currently outstanding.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than ten percent of a registered class of the
Company's equity securities (collectively, the "Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports.
Based on the Company's review of the copies of the reports received by it,
the Company believes that all filing required to be made by the Reporting
Persons for the period January 1, 1993 through December 31, 1994 were made on a
timely basis except that two reports of Jacob I. Haft, M.D., each relating to
one transaction, were filed subsequent to the applicable due date.
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Independent Auditors
The Board of Directors of the Company has appointed Goldenberg Rosenthal
Friedlander as its independent auditors for the year ending December 31, 1995,
and have further directed that the selection of auditors be submitted for
ratification by the shareholders at the Annual Meeting.
The Company has been advised by Goldenberg Rosenthal Friedlander that
neither such firm nor any of its associates, has any present relationship with
the Company, other than the usual relationship that exists between independent
auditors and clients. Goldenberg Rosenthal Friedlander will have a
representative at the meeting who will have an opportunity to make a statement,
if he so desires, and will be available to respond to appropriate questions.
-9-
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 1996 must be received by March 11, 1996 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Shareholder proposals should be directed to Joseph F.
Weiderman, President and Secretary, at the address of the Company set forth on
the first page of this proxy statement.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telegraph
by directors, officers or regular employees of the Company or its subsidiaries.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST
RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO JOSEPH F.
WEIDERMAN, PRESIDENT AND SECRETARY, AT THE ADDRESS OF THE COMPANY SET FORTH ON
THE FIRST PAGE OF THIS PROXY STATEMENT.
-10-
<PAGE>
BERGER HOLDINGS, LTD.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
I hereby constitute and appoint Theodore A. Schwartz and Joseph F.
Weiderman and each of them acting individually my true and lawful agents and
proxies, with full power of substitution in each, to vote all shares held of
record by me at the 1995 Annual Meeting of Shareholders of Berger Holdings, Ltd.
to be held on August 9, 1995 and any adjournments or postponements thereof. I
direct said proxies to vote as specified on the reverse side.
UNLESS OTHERWISE SPECIFIED, ALL SHARES WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES LISTED AND FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF GOLDENBERG
ROSENTHAL FRIEDLANDER AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
1995. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO
ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
OF POSTPONEMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
[Reverse Side]
<TABLE>
<S> <C> <C>
1. Election of Directors To withhold authority to vote for any individual
FOR WITHHOLD AUTHORITY nominee, strike a line through the nominee's name
all to vote for listed below:
nominees all nominees
listed
(except as
indicated to
the contrary at Paul L. Spiese, III
right)
[ ] [ ]
Larry Falcon
</TABLE>
2. Proposal to Ratify the Appointment
of Goldenberg Rosenthal Friedlander
as the Company's independent auditors
for the fiscal year 1995.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
THE UNDERSIGNED HEREBY REVOKES ALL PREVIOUS PROXIES FOR
THE MEETING AND ACKNOWLEDGES RECEIPT OF THE NOTICE OF
ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT OF
BERGER HOLDINGS, LTD.
Date:________________, 1995
___________________________
___________________________
By:
NOTE: Please sign this proxy exactly as name(s) appear in address. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such.
