SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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(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:
Fee paid previously with preliminary materials.
<PAGE>
___ 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
_________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 19, 1996
_________________________
The Annual Meeting of Shareholders of Berger Holdings, Ltd.
(the "Company") will be held
on Monday, August 19, 1996 at 10:00 a.m. local time at the Holiday Inn,
4700 Street Road, Trevose, PA
19053, for the following purposes:
1. To elect three directors;
2. To ratify the appointment of Goldenberg Rosenthal Friedlander
as the Company's
independent auditors for 1996.
3. To transact such other business as may properly come before
the meeting or any
adjournment or postponement thereof
The close of business on July 1, 1996 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 8, 1996 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 Monday, August 19, 1996 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 8,
1996.
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, 1996. 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.
VOTING SECURITIES
At the close of business on June 14, 1996, the record date, the
Company had outstanding
3,531,422 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. An abstention 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of June 14, 1996, information
with respect to the
securities holdings of (i) the Company's directors and executive officers,
(ii) all directors and
executive officers as a group, and (iii) 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.
Name and Address Shares Owned
of Outstanding Beneficially Percentage
Beneficial Owner and of Record of Shares
Theodore A. Schwartz 315,225(1) 8.34%
Joseph F. Weiderman 245,090(2) 6.61%
Paul L. Spiese, III 194,726(3) 5.29%
Jacob I. Haft, M.D. 106,700(4) 2.98%
Larry Falcon 22,791(5) .64%
Dr. Irving Kraut 162,533(6) 4.49%
Jeffrey I. Schocket 22,857(7) .64%
Francis E. Wellock, Jr. 55,750(8) 1.56%
All Directors and Executive
Officers as a group (8 persons) 1,125,672 26.03%
____________________
(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 246,630 shares of Common
Stock.
(2) Includes options and warrants to purchase 178,643 shares of
Common Stock.
(3) Includes options and warrants to purchase 149,726 shares of
Common Stock.
(4) Includes options and warrants to purchase 47,414 shares of
Common Stock.
(5) Consists solely of options and warrants to purchase shares of
Common Stock.
(6) Includes options and warrants to purchase 85,000 shares of
Common Stock.
(7) Includes options and warrants to purchase 22,791 shares of
Common Stock.
(8) Includes options and warrants to purchase 40,000 shares of
Common Stock.
<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 Theodore A. Schwartz,
Joseph F. Weiderman
and Jacob I. Haft, M.D. to serve as directors until their respective
successors in office have been duly
qualified and elected. Mr. Schwartz,
Mr. Weiderman
and Dr. Haft 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.
Schwartz,
Mr. Weiderman,
and/or Dr. Haft 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. Schwartz,
Mr. Weiderman
and Dr.
Haft.
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 1999
THEODORE A. SCHWARTZ, age 67, 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.
JOSEPH F. WEIDERMAN, age 54, 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.
JACOB I. HAFT, M.D., age 59, was elected a director of the Company
in conjunction with the Company's acquisition of Berger Bros. Company (
"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.
DIRECTORS CONTINUING IN OFFICE
Terms Expiring in 1997
DR. IRVING KRAUT, age 78, 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 49, 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. Since January 1996 he has been an
independent financial and
operations
consultant.
For more than five years prior to January 1996, Mr.
Schocket had
been Chief
Financial Officer of The Kaplan Company. On June 5, 1995, The Kaplan Company
filed a voluntary
petition for reorganization under Chapter 11 of the United States Bankruptcy
Code.
Terms Expiring in 1998
PAUL L. SPIESE, III, age 44, was elected a director of the Company
on
March 30, 1991. Mr. Spiese joined Berger as Plant Manager in 1985 and was
named Vice President
-Manufacturing of the Company 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 56, 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.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held 4 meetings in 1995. All members of the
Board of
Directors attended or participated in at least 75% of such meetings of the
Board of Directors, except
for Mr. Schocket and Mr. Falcon who each attended one such meeting in 1995.
The Company has
no standing committees.
COMPENSATION OF DIRECTORS
During 1995, 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 $2,250 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 Securities
Exchange Act of 1934,
as amended (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.
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the annual compensation of each of the
Company's
executive officers for the years 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e) (g) (i)
Other Securities
Name & Principal Salary Bonus Annual Underlying All Oth
Position Year ($) ($) Compens Options/ Compensa-
($) SARs(#) tion ($)
Theodore A. Schwartz 1995 $124,865 0 0 150,000 $10,699(1)
Chairman & Chief 1994 108,070 0 0 0 10,460(1)
Executive Officer 1993 96,904 0 0 100,000 7,000(1)
Joseph F. Weiderman 1995 $109,346 0 0 150,000 $1,877(2)
President, Chief 1994 94,723 0 0 0 2,188(2)
Operating Officer, 1993 83,725 0 0 100,000 1,708(2)
Chief Financial
Officer and Treasurer
Paul L. Spiese, III 1995 $80,704 0 0 150,000 $1,071(3)
Vice President- 1994 73,536 0 0 0 1,798(3)
Manufacturing 1993 68,384 0 0 100,000 1,648(3)
________________________
(1) Represents premiums paid by the Company for life insurance for the
benefit of Mr. Schwartz.
(2) Represents premiums paid by the Company for life insurance for the
benefit of Mr. Weiderman.
(3) Represents premiums paid by the Company for life insurance for the
benefit of Mr. Spiese.
<PAGE>
The following table shows the number of options granted to the
Company s executive
officers during 1995:
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
(a) (b) (c) (d) (e)
Number of
Securities % Total
Underlying Granted to Exercise or
Options/SARs Employees Base Price
Name Granted (#) In Fiscal Year (S/Sh) Date
Theodore A. Schwartz 150,000 22% $1.50 May 15, 2005
Joseph F. Weiderman 150,000 22% $1.50 May 15, 2005
Paul L. Spiese, III 150,000 22% $1.50 May 15, 2005
The following table shows (1) the number and value of options
exercised by the Company's
executive officers during fiscal year 1995 and (2) the number and value of
unexercised options held by the
Company's executive officers at the end of 1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
(a) (b) (c) (d)
# of Unexercised
Options at FY-End(#)
Shares Acquired
Name on Exercise($) Value Realized($) Exercisable/Unexercisable
Theodore A. Schwartz 0 0 156,633/150,000
Joseph F. Weiderman 0 0 113,643/150,000
Paul L. Spiese, III 0 0 104,643/150,000
<PAGE>
Employment Agreements and Arrangements
Pursuant to employment agreements dated as of January 1, 1994, Mr.
Schwartz is employed
by the Company its Chairman and Chief Executive Officer, Mr. Weiderman as its
President, Chief Operating
Officer and Treasurer and Spiese as its Vice President -Manufacturing. Each
agreement 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. 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 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.
<PAGE>
Certain Relationships and Related Transactions
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 and
one in the principal amount of
$25,000 (the "Notes"), each of which bears a interest rate of six percent per
annum. Each of the Notes
requires the principal and accrued interest to be paid on or before December
31, 1997. The proceeds of the
Notes were used by Mr. Weiderman to purchase securities of the Company in the
Company s private
placements. Such securities were purchased on the same terms as other
investors in the private placements.
The largest aggregate amount outstanding under the Promissory Notes during
the year ended December 31,
1995 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
year ended December 31, 1995
were made on a timely basis.
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, 1996, 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.
SHAREHOLDER
PROPOSALS
Proposals of shareholders intended to be presented at the Annual
Meeting of Shareholders
in 1997 must be received by March
10,
1997 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.
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
1996
Annual
Meeting of Shareholders of Berger
Holdings, Ltd
. to be held on August 19, 1996 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
YEAR ENDING DECEMBER 31, 1996. 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.
1. Election of Directors
FOR all nominees listed (except as indicated WITHHOLD AUTHORITY
to the contrary below) to vote for all nominees
To withhold authority to vote for any individual nominee, strike a line
through the nominee s name listed below:
Theodore A. Schwartz Joseph F. Weiderman Jacob I. Haft, M.D.
2. Proposal to Ratify the Appointment of Goldenberg Rosenthal Friedlander
as the Company s independent auditors for the fiscal
year 1995.
FOR AGAINST ABSTAIN
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.
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: 1996
Signature
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.
