PRELIMINARY COPY
PRESSURE PIPING COMPONENTS, INC.
3333 New Hyde Park Road, Suite 202
North Hills, New York 11042
____________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
____________________________
To the Shareholders of
PRESSURE PIPING COMPONENTS, INC.:
A Special Meeting of Shareholders of Pressure Piping Components, Inc.
(the "Company") will be held at the Company's offices, 3333 New Hyde Park
Road, Suite 202, North Hills, NY on Tuesday, December 10, 1996 at 10:00 a.m.,
Eastern Standard Time, to consider and act upon the following matters:
(1) The proposed dissolution of the Company.
(2) Such other business as may properly come before the meeting or any
adjournment thereof.
October 25, 1996 has been fixed as the record date for the determination of
shareholders entitled to vote at the meeting, and only shareholders of record
at the close of business on that day will be entitled to vote. A complete
list of shareholders entitled to vote may be inspected at the meeting, and
for a period of ten days prior to the meeting will be open to examination at
the Company's office shown above.
By Order of the Board of Directors
Harold L. Bernstein
Secretary
North Hills, New York
November 12, 1996
You are urged to sign, fill in, and return the enclosed proxy, which is
solicited by the Board of Directors. The proxy is revocable and will not
affect your right to vote in person in the event you attend the meeting.
<PAGE>
PRELIMINARY COPY
PRESSURE PIPING COMPONENTS, INC.
3333 New Hyde Park Road, Suite 202
North Hills, New York 11042
SPECIAL MEETING OF SHAREHOLDERS
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Pressure Piping Components, Inc. (the "Company") of
proxies, including the proxy enclosed herewith, for use at the Company's
Special Meeting of Shareholders to be held at 3333 New Hyde Park Road, Suite
202, North Hills, NY on Tuesday, December 10, 1996 at 10:00 A.M., Eastern
Standard Time, and at any adjournments thereof. The approximate date on
which this Proxy Statement and the enclosed form of proxy are first being
sent or given to shareholders is November 12, 1996.
The shares represented by any proxy in the enclosed form will, if the
proxy is properly executed and is received by the Company prior to the
meeting, be voted in accordance with the instructions made on the proxy.
Proxies received by the Company on which no contrary instruction has been
made will be voted for the dissolution of the Company. Proxies may be
revoked by delivering a subsequently signed and dated proxy or other written
notice to the Secretary of the Company at any time prior to their exercise.
Proxies may also be revoked if the person executing the proxy is present at
the meeting and chooses to vote in person. The Company will pay the cost of
soliciting proxies. The Company will reimburse brokerage firms and other
persons representing the beneficial owners of the Company's stock for their
reasonable expenses in forwarding proxy solicitation material to those
beneficial owners.
Only shareholders of record at the close of business on October 25, 1996
will be entitled to vote at the meeting or at any adjournment thereof. In
voting upon any matter coming before the meeting, each share is entitled to
one vote.
The presence at the meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of the common stock of the Company
entitled to vote is necessary to constitute a quorum. The only class of
voting securities of the Company is its common stock. As of October 25, 1996
there were 4,100,456 shares outstanding and entitled to vote at the meeting.
<PAGE>
Ownership of Common Stock by Certain
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Beneficial Owners and Management
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The following table sets forth, as of October 25, 1996, certain
information concerning the persons or group of persons known to management to
be the beneficial owners of more than 5% of the Company's common stock, and
for all of the Company's officers and directors as a group. Except as
otherwise indicated, the persons listed have sole voting and investment power
with respect to shares beneficially owned by them.
Name and Address of Amount Percent of
Beneficial Owner Beneficially Owned Common Stock
---------------- ------------------ ------------
David A. Wingate 1,100,000 26.83%
3333 New Hyde Park Rd.
North Hills, NY 11042
Mario J. Gabelli 272,371 (1) 6.64%
One Corporate Center
Rye, NY 10580
Philip M. Slonim 425,559 10.38%
P.O. Box 27835
San Diego, CA 92128
Herzog, Heine,
Geduld, Inc. 381,388 (2) 9.30%
525 Washington Blvd.
Jersey City, NJ 07310
All directors and 1,587,559 38.72%
officers as a group
(1) Share ownership is based upon information contained in Schedule 13D
filed with the Securities and Exchange Commission.
(2) Herzog, Heine, Geduld, Inc. is a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934, as amended.
Share ownership is based upon information contained in Schedule 13G
filed with the Securities and Exchange Commission.
________________________
The principal executive offices of the Company are located at 3333 New
Hyde Park Road, Suite 202, North Hills, New York 11042.
The Company's common stock is traded Over-the-Counter (OTC Bulletin
Board: PPCI).
<PAGE>
Form 10-K
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE TO STOCKHOLDERS WITHOUT
CHARGE BY WRITING TO: SECRETARY, PRESSURE PIPING COMPONENTS, INC., 3333 NEW
HYDE PARK ROAD, NORTH HILLS, NY 11042.
Proposed Dissolution of the Company
-----------------------------------
Since the sale of its last business operations in August 1985, the
Company has invested its funds primarily in U.S. Treasury bills, U.S.
government-backed municipal obligations and bank time deposits, while it has
explored several alternatives relating to the future of the Company,
including the acquisition of several businesses. Negotiations in this
regard, however, have proved unsuccessful. At this point management has
despaired of finding a suitable acquisition.
At a meeting duly held on July 15, 1996, the Board of Directors
considered the advisability of dissolving the Company, and after discussion,
adopted resolutions declaring the Board to be in favor of dissolution and
directing that a meeting of the stockholders be held to take action upon the
proposed dissolution.
Since the price per share in the limited market for the Company's stock
is less than probable liquidation value, THE OFFICERS AND DIRECTORS RECOMMEND
A VOTE FOR THE DISSOLUTION OF THE COMPANY forthwith and distribution of the
assets to the shareholders. Dissolution requires the vote of a majority of
the outstanding stock entitled to vote thereon.
Other Matters
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The Board of Directors of the Company does not intend to bring any other
matters before the meeting. It knows of no other matter which is likely to
come before the meeting. In the event any other matters properly come before
the meeting, the persons named in the accompanying proxy will vote the shares
represented by that proxy in accordance with their best judgment.
By Order of the Board of Directors
Harold L. Bernstein
Secretary
North Hills, New York
November 12, 1996
