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 No fee required
____ 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:
DSB:373537.1
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(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.
___ 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:
DSB:373537.1
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BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 1997
-------------------------
The Annual Meeting of Shareholders (the "Meeting") of Berger
Holdings, Ltd. (the "Company") will be held on Wednesday, July 9, 1997 at 10:00
a.m. local time at the Radisson Hotel, 2400 Old Lincoln Highway, Trevose, PA
19053, for the following purposes:
1. To elect two directors to hold office until their
successors in office have been duly elected and qualified;
2. To ratify the appointment of Goldenberg Rosenthal
Friedlander, LLP as the Company's independent auditors
for 1997.
3. To transact such other business as may properly come
before the Meeting or any adjournment or postponement thereof.
The close of business on May 20, 1997 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 1996 Annual Report to Shareholders is also
enclosed.
Feasterville, Pennsylvania JOSEPH F. WEIDERMAN
May 20, 1997 President, Chief Operating Officer
and Secretary
DSB:432714.4
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<PAGE>
BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
-------------------------
PROXY STATEMENT
-------------------------
The enclosed proxy is solicited by the Board of Directors (the
"Board") of Berger Holdings, Ltd. (the "Company"), a Pennsylvania corporation,
for use at the Annual Meeting of Shareholders (the "Meeting") to be held on
Wednesday, July 9, 1997 at 10:00 a.m. local time at the Radisson Hotel, 2400 Old
Lincoln Highway, 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 May 23, 1997.
The Board 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 know of any matter that 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 of Common Stock (as
defined below) represented at the Meeting by the enclosed proxy will be voted
"FOR" the nominees of the Board in the election of a director and "FOR" the
ratification of Goldenberg Rosenthal Friedlander LLP as the Company's
independent auditors for the year ending December 31, 1997. Any proxy may be
revoked at any time prior to its exercise by notifying the Secretary of the
Company 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 May 20, 1997, the record date, the
Company had outstanding 4,995,525 shares of common stock, par value $0.01 per
share (the "Common Stock"). 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
DSB:432714.4
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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 May 10, 1997,
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 (the "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 Beneficial Owner Beneficially and of Record Percent of Common Stock
<S> <C> <C>
Theodore A. Schwartz 365,225(1) 7.22%
Joseph F. Weiderman 295,090(2) 5.88%
Paul L. Spiese, III 244,726(3) 4.88%
Jacob I. Haft, M.D. 121,700(4) 2.49%
Larry Falcon 37,791(5) .77%
Dr. Irving Kraut 247,533(6) 5.04%
Jeffrey I. Schocket 37,857(7) .77%
Francis E. Wellock, Jr. 85,750(8) 1.75%
All Directors and Executive 1,435,672 25.65%
Officers as a Group (8
persons)
- --------------------
<FN>
(1) Includes 1,500 shares of Common Stock registered to Mr. Schwartz as joint
tenant with Janice L. Bredt and options to purchase 201,250 shares of
Common Stock.
(2) Includes options to purchase 160,643 shares of Common Stock.
(3) Includes options to purchase 154,726 shares of Common Stock.
(4) Includes options to purchase 37,414 shares of Common Stock.
(5) Consists solely of options to purchase shares of Common Stock.
(6) Includes options to purchase 55,000 shares of Common Stock.
(7) Includes options to purchase 37,791 shares of Common Stock.
(8) Includes options to purchase 55,000 shares of Common Stock.
</FN>
</TABLE>
DSB:432714.4
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<PAGE>
ELECTION OF DIRECTORS AND CONTINUING DIRECTORS
The Board of Directors
The bylaws of the Company provide for a board of directors
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 Dr. Irving Kraut and Theodore A. Schwartz to serve as
directors until their respective successors in office have been duly qualified
and elected. Dr. Kraut and Mr. Schwartz are currently serving as a directors and
each of them has indicated a willingness to continue to serve as a director. In
the event that Dr. Kraut and or Mr. Schwartz becomes unavailable to accept
nomination or election as a director, the persons named in the enclosed proxy
will vote the shares they represent for the election of such other persons as
the Board may recommend, unless the Board 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 Dr. Kraut and Mr. Schwartz.
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 Election as Director with Terms to Expire in 2000
DR. IRVING KRAUT, age 79, 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.
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 and Chief
Executive Officer of the Company. Mr. Schwartz holds a Bachelor of Science
Degree in Economics from the Wharton School of Finance. Prior to his joining the
Company, Mr. Schwartz spent 35 years in the Investment Banking and Securities
Industry.
Continuing Directors with Terms to Expire in 1999
JOSEPH F. WEIDERMAN, age 55, was elected a director of the
Company on June 1, 1990, has served as Secretary and Treasurer of the Company
since February 1990, served as Chief Financial Officer of the Company from June
1, 1990 to August 19, 1996, was elected President of the Company on January 15,
1991 and has served as Chief Operating Officer of the
DSB:432714.4
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Company since June 1, 1990. 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 served for
over fourteen years as the Chief Financial Officer of Harry Levin, Inc., a
multi-store retailer of major appliances and furniture.
JACOB I. HAFT, M.D., age 60, was elected a director of the
Company in conjunction with the Company's acquisition of Berger Bros Company
("Berger Bros") in 1989. Dr. Haft has practiced medicine, with a specialization
in cardiology, for over twenty-five years. Since 1974, Dr. Haft has been a
Cardiologist at 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. Dr. Haft
currently serves on the Cardiac Services Committee of the New Jersey Department
of Health.
Continuing Directors with Terms to Expire in 1998
PAUL L. SPIESE, III, age 45, was elected a director of the
Company on March 30, 1991. Mr. Spiese joined Berger Bros as Plant Manager in
1985 and was named Vice President - Manufacturing of the Company in July 1990.
Previously, he was employed by Hurst Performance, Inc. as a Plant Manager.
LARRY FALCON, age 57, 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. He has served as President of the Residential Division of The
Kaplan Organization, a real estate developer, since 1985.
MEETINGS OF THE BOARD OF DIRECTORS
The Board held four meetings in 1996. All members of the Board
attended or participated in at least 75% of such meetings of the Board, except
for Mr. Schocket who attended one meeting and Mr. Falcon who attended two
meetings in 1996. The Company has no standing committees.
COMPENSATION OF DIRECTORS
During 1996, members of the Board who were not also executive
officers of the Company were paid $250 per Board meeting attended.
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
DSB:432714.4
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<PAGE>
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 of the Company,
the Notice may be mailed to the Secretary of the Company by certified mail,
return receipt requested, but shall be deemed to have been given only upon
actual receipt by the Secretary of the Company. These requirements do not apply
to nominations made by the Board.
The Notice shall be in writing and shall contain or be
accompanied by the name and residence address of the nominating shareholder, 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, 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
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 the Company, 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 the consent of each nominee to serve as a
director of the Company if so elected.
DSB:432714.4
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<PAGE>
EXECUTIVE COMPENSATION
The following table shows the annual compensation of each of
the Company's executive officers for the years 1996, 1995 and 1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
Secur-
ities
Other Under-
Annual Restricte lying All
Name and Compen- d Options/ LTIP Other
Principal Position Year Salary Bonus sation Stock SARs Payouts Compen-
(a) (b) ($)(c) ($)(d) ($)(e) Awards (#)(g) ($)(h) sation
($)(f) ($)(i)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Theodore A.
Schwartz,
Chairman and 1996 131,955 31,854 0 - 200,000 - 11,273(1)
Chief Executive 1995 124,865 0 0 - 150,000 - 10,699(1)
Officer 1994 108,070 0 0 - 0 - 10,460(1)
Joseph F.
Weiderman,
President and 1996 118,435 42,470 0 - 200,000 - 2,242(2)
Chief Executive 1995 109,346 0 0 - 150,000 - 1,877(2)
Officer 1994 94,723 0 0 - 0 - 2,188(2)
Paul L. Spiese, 1996 88,015 29,980 0 - 200,000 - 1,856(3)
III, Vice 1995 80,704 0 0 - 150,000 - 1,071(3)
President - 1994 73,536 0 0 - 0 - 1,798(3)
Manufacturing
Francis E.
Wellock, Jr.,
Chief 1996 55,818 5,000 0 - 180,000 - 49(4)
Financial Officer
- ---------------------
<FN>
(1) Represents premiums paid by the Company for life insurance for the benefit of Mr. Schwartz.
(2) Represents premiums paid by the Company for life insurance for the benefit of Mr. Weiderman.
(3) Represents premiums paid by the Company for life insurance for the benefit of Mr. Spiese.
(4) Represents premiums paid by the Company for life insurance for the benefit of Mr. Wellock.
</FN>
</TABLE>
DSB:432714.4
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<PAGE>
The following table shows the number of options granted to the
Company's executive officers during 1996:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Grant
Individual Grants Date Value
Number of Percent of
Securities Total
Underlying Options/SAR Exercise Grant Date
Name Options/SAR s Granted to of Base Present Value
(a) s Employees in Price Expiration Date ($)(h)
Granted Fiscal Year ($/Sh) (d) (e)
(#)(b) (c)
<S> <C> <C> <C> <C> <C>
Theodore A. Schwartz 200,000 23% 1 19/32 August 19, 2006 0
Joseph F. Weiderman 200,000 23% 1 19/32 August 19, 2006 0
Paul L. Spiese, III 200,000 23% 1 19/32 August 19, 2006 0
Francis E. Wellock, 180,000 21% 1 19/32 August 19, 2006 0
Jr.
</TABLE>
The following table shows (1) the number and value of options exercised by the
Company's executive officers during fiscal year 1996 and (2) the number and
value of unexercised options held by the Company's executive officers at the end
of 1996:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised in-the-
Underlying Unexercised Money Options/SARs at Fiscal
Shares Options/SARs at Fiscal Year-End ($
Acquire Year-End (#)
d on Value
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
(a) (#)(b) ($) (c) (d) (e)
<S> <C> <C> <C> <C>
Theodore A. Schwartz 0 0 206,633/300,000 103,000/150,000
Joseph F. Weiderman 0 0 163,643/300,000 82,000/150,000
Paul L. Spiese, III 0 0 154,643/300,000 77,000/150,000
Francis E. Wellock, Jr. 0 0 55,000/210,000 27,500/105,000
</TABLE>
DSB:432714.4
7
<PAGE>
Employment Agreements and Arrangements
Pursuant to employment agreements amended as of August 19,
1996 (and with respect to Mr. Wellock, entered into as of such date)
(collectively, the "Employment Agreements"), Mr. Schwartz is employed by the
Company as its Chief Executive Officer, Mr. Weiderman as its President, Chief
Operating Officer and Treasurer, Mr. Spiese as its Vice President -
Manufacturing and Mr. Wellock as its Vice President of Finance and Chief
Financial Officer. Each of the Employment Agreements will expire on December 31,
2000, and is subject to extension if the executive and the Company so agree. The
salaries provided for by the Employment Agreements are set forth therein; see
the Summary Compensation Table above for the base salaries paid in 1996, 1995
and 1994. The Employment Agreements provide that the executives shall each be
entitled to a bonus at the discretion of the Board, and that during each of 1999
and 2000, each executive will be granted options to purchase shares of the
Common Stock.
Pursuant to the Employment Agreements, the Company and the
executives have agreed that if, at the end of the term of any Employment
Agreement, the Company and the applicable executive 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"). During the term of the applicable Employment Agreement, and so long
as each executive receives the Severance Payment, such executive is prohibited
from engaging directly or indirectly in any business which is the same as,
similar to or in competition with the business of the Company.
In the event that the applicable executive is unable to
perform his duties under the Employment Agreement due to disability for an
aggregate period of more than 180 days in any 365 day period, the Company may
terminate such executive's employment upon 90 days notice. In such event, the
Company is obligated to pay such executive his full salary for a period of 12
months. At the end of such twelve month period, the Company is obligated to pay
such executive the sum of $1,000 per week, subject to certain reductions set
forth in the Employment Agreement, for a period of 3 years and then $500 per
week for the remainder of such executive's life. The Employment Agreements also
provide for the use by each of the executives of a car, and for the provision of
life insurance to the executives.
Certain Relationships and Related Transactions
The Company holds promissory notes made by Messrs. Schwartz,
Weiderman and Spiese, the Company's Chief Executive Officer, President, Chief
Operating Officer and Treasurer, and Vice President - Manufacturing,
respectively, totaling $175,083, $152,000 and $100,833 (the "Notes")
respectively, each of which bears interest at a rate of six per cent per annum.
The Notes require that the principal and accrued interest to be paid on or
before November 21, 2001. The proceeds of the Notes were used by Messrs.
Schwartz, Weiderman and Spiese to purchase securities of the Company in the
Company's 1993 private placement and in connection with the exercise of warrants
to purchase shares of the Common Stock in 1996. Securities purchased in the
private placements were on the same terms as those agreed to by other investors
in the private placements. The largest aggregate amount outstanding
DSB:432714.4
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<PAGE>
under the Notes during the year ended December 31, 1996 were $175,083, $152,000
and $100,833 respectively, all of which amounts are 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 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, 1996 were made on a timely
basis.
DSB:432714.4
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<PAGE>
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
The Board has appointed Goldenberg Rosenthal Friedlander, LLP
as its independent auditors for the year ending December 31, 1997, and have
further directed that the selection of auditors be submitted for ratification by
the shareholders at the Meeting.
The Company has been advised by Goldenberg Rosenthal
Friedlander, LLP 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, LLP will have a representative at the Meeting who will have an
opportunity to make a statement, if he or she 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 1998 must be received by January 10, 1998 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, Chief Operating Officer 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. 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 COMMISSION FOR THE COMPANY'S 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.
DSB:432714.4
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<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 1997 Annual Meeting of Shareholders of Berger Holdings, Ltd.
to be held on July 9, 1997 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, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 1997. 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:
Dr. Irving Kraut Theodore A. Schwartz
2. Proposal to Ratify the Appointment of Goldenberg Rosenthal Friedlander,
LLP as the Company's independent auditors for the fiscal year ending
December 31, 1997.
FOR |_| AGAINST |_| ABSTAIN |_|
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.
DSB:370879.1
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THE UNDERSIGNED HEREBY REVOKES ALL PREVIOUS PROXIES FOR THE MEETING AND
ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL
REPORT TO SHAREHOLDERS OF BERGER HOLDINGS, LTD.
Date:__________________, 1997
_________________________________
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.
