<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
</TABLE>
PCC GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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.
/ / 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:
- --------------------------------------------------------------------------------
<PAGE> 2
PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on February 5, 1996
_______________________
To the Shareholders of PCC Group, Inc.:
The Annual Meeting of Shareholders of PCC Group, Inc. will be held on
Monday, February 5, 1996 at 10:00 a.m. Pacific Standard Time, at the Company's
executive offices located at 163 University Parkway, Pomona, California 91768
for the following purposes:
1. To elect a Board of Directors;
2. To consider and act upon a proposal to ratify the selection of
auditors; and
3. To transact any other business which may properly come before
the meeting.
Only shareholders of record at the close of business on Friday,
January 12, 1996 are entitled to notice of and to vote at the meeting and any
adjournments thereof.
All shareholders are cordially invited to attend the meeting in
person. Whether or not you expect to attend the meeting, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The
giving of your proxy will not affect your right to vote in person should you
later decide to attend the meeting.
By Order of the Board of Directors
PCC Group, Inc.
Jack Wen
Chief Executive Officer and President
Pomona, California
January 15, 1996
<PAGE> 3
PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
(909) 869-6133
________________________
PROXY STATEMENT
For the Annual Meeting of Shareholders
To Be Held
February 5, 1996
_______________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of PCC Group, Inc., ("PCC Group" or the
"Company"), for the Annual Meeting of Shareholders to be held on Monday,
February 5, 1996 and any postponements or adjournments thereof (the "Annual
Meeting"). This Proxy Statement and the accompanying Notice of Annual Meeting
and form of Proxy were first mailed to shareholders on or about January 15,
1996.
Any shareholder giving a proxy may revoke it before it is voted by
notifying the Secretary of PCC Group in writing before or at the Annual
Meeting, by providing a proxy bearing a later date or by attending the Annual
Meeting and expressing a desire to vote in person. All proxies will be voted
as directed by the shareholder on the proxy card. IF NO CHOICE IS SPECIFIED,
PROXIES WILL BE VOTED "FOR" THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS,
"FOR" THE RATIFICATION OF THE SELECTION OF AUDITORS AND IN THE DISCRETION OF
THE PERSONS ACTING AS PROXIES UPON ANY OTHER MATTERS.
Your cooperation in promptly returning the enclosed proxy will reduce
PCC Group's expenses and enable its management and employees to continue their
normal duties for your benefit with minimum interruption for follow-up proxy
solicitation.
Only shareholders of record at the close of business on January 12,
1996 are entitled to receive notice of and to vote at the Annual Meeting. On
that date, PCC Group had outstanding 2,349,475 shares of Common Stock, $.01 par
value ("Common Stock"), each of which is entitled to one vote upon each
proposal presented at the Annual Meeting, except that shareholders may have
cumulative voting rights with respect to the election of directors. Under the
cumulative voting method, a shareholder may multiply the number of shares owned
by the number of directors to be elected and cast the total number of votes for
any one candidate or distribute the total number of votes in any proportion
among as many candidates as the shareholder desires. However, a shareholder
may not cumulate votes for a candidate unless such candidate's name has been
placed in nomination prior to the voting and unless a shareholder has given
notice at the Annual Meeting and prior to the voting of his intention to
cumulate his votes. If any shareholder gives such notice, all shareholders
(including those voting by proxy) may then cumulate their votes. The
candidates receiving the highest number of votes up to the number of directors
to be elected will be elected.
<PAGE> 4
The presence at the Annual Meeting, either in person or by proxy, of
the holders of a majority of the shares of Common Stock outstanding on the
record date is necessary to constitute a quorum for the transaction of
business. Abstention and broker non-votes (which occur if a broker or other
nominee does not have discretionary authority and has not received voting
instructions from the beneficial owner with respect to the particular item) are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to the shareholders and have the same legal effect
as a vote against a particular proposal. Broker non-votes are not taken into
account for purposes of determining whether a proposal has been approved by the
requisite shareholder vote.
If sufficient votes in favor of the proposals are not received by the
date of the Annual Meeting, the persons named as proxies may propose one or
more adjournments of the Annual Meeting to permit further solicitations of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the shares of Common Stock present in person or by proxy at
the Annual Meeting. The persons named as proxies will vote in favor of such
adjournment.
The cost of preparing, assembling and mailing this Proxy Statement,
the Notice of Annual Meeting and the enclosed form of Proxy, as well as the
cost of soliciting proxies relating to the Annual Meeting, will be borne by PCC
Group. The original solicitation of proxies by mail may be supplemented by
telephone, telegraph and personal solicitation by officers and other regular
employees of PCC Group, but no additional compensation will be paid to such
individuals on account of such activities. PCC Group will reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding proxy materials to their principals.
ELECTION OF DIRECTORS
Nominees and Voting
The Bylaws of the Company currently provide for five directors. The
Board of Directors will present four nominees for election as directors and
will seek to fill the remaining position at such future time as a suitable
candidate is selected.
The Board of Directors has nominated for election as directors Jack
Wen, Gary Blum, Leon C. Lai and George Rodda, Jr., all of whom are incumbent
directors. All of these nominees have indicated that they are able and willing
to serve as directors. All directors hold office until the next Annual Meeting
and until their respective successors are elected and qualified.
The Board of Directors recommends that the shareholders vote "FOR" the
election of its four nominees. Unless otherwise directed, the Board's proxies
intend to vote the shares of Common Stock represented by the proxies in favor
of the election of these nominees. Proxies cannot be voted for a greater
number of persons than the number of nominees named. If for any reason any of
these nominees will be unable to serve, the Board's proxies will vote instead
for such other person or persons as the Board of Directors may recommend.
2
<PAGE> 5
Information About Directors and Nominees
The following table sets forth certain information as of January 12,
1996 with respect to the Board's current directors, all of whom are nominees:
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
Jack Wen 41 1989
Gary Blum 55 1992
Leon C. Lai 49 1993
George Rodda, Jr. 65 1995
</TABLE>
Business Experience of Directors During the Past Five Years
JACK WEN has served as PCC Group's Chairman of the Board, Chief
Executive Officer and President since October 1989.
GARY BLUM is the principal of the Law Offices of Gary L. Blum, Los
Angeles, California, which he founded in June 1988. Mr. Blum currently serves
as a director of Digitran Systems, Incorporated, a publicly held company
specializing in the manufacturing and marketing of simulator training devices.
From January 1992 to August 1994, Mr. Blum served as a director of DCC Compact
Classics, Inc., a publicly held company specializing in manufacturing and
selling compact discs featuring reissued recordings. In addition, from
December 1992 to June 1994, Mr. Blum served as a director of E.N. Phillips
Company, a publicly held company specializing in the legalized gaming industry.
LEON C. LAI has served as the President of American International
Standard Food Group, a company engaged in the restaurant industry, since 1990.
From 1985 until 1990, Mr. Lai was the President of Cajun Kettle Corp.
GEORGE RODDA, JR. is an attorney with offices in Newport Beach and
Washington, D.C. Mr. Rodda founded WMD Micro Distributors, Inc., the
predecessor corporation to the Company, in 1983. He is also a director of
Bagdad Chase, Inc., a mining holding company.
Meetings of the Board of Directors and Committees
PCC Group maintains Compensation, Nominating and Audit Committees, the
current members of which are Messrs. Wen and Blum.
The Compensation Committee sets the compensation policies applicable
to PCC Group's executive officers, determines the compensation of the executive
officers, subject to review by the Board of Directors and administers PCC
Group's employee stock option plan, incentive stock option plan, and stock
bonus plan. The Audit Committee recommends the engagement of the Company's
independent auditors and reviews with them the plan and scope of their audit
for each year, the results of such audit when completed, and their fees for
services performed. The Nominating Committee was established in 1995 for the
purpose of seeking potential new directors. Currently the Nominating Committee
has no specific policy regarding nominees recommended by shareholders. In the
event a shareholder submits a nominee, the Nominating Committee will review the
background of such nominee and respond appro-
3
<PAGE> 6
priately following such review. Each of such Committees met once during
fiscal 1995 and all members were present.
PCC Group's Board of Directors met twice during fiscal 1995. Each of
Messrs. Wen, Lai and Blum attended both of the meetings of the Board of
Directors; Mr. Rodda attended the single meeting held after his election at the
Company's February, 1995 Annual Meeting of Shareholders.
Compensation of Directors
During fiscal 1995, the Company's non-employee directors, Messrs.
Blum, Lai and Rodda, were paid $250 for each Board meeting attended. During
fiscal 1996, each director who is not otherwise employed by PCC Group will also
be paid $250 for each Board meeting attended.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding PCC
Group's executive officers as of January 12, 1996:
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Jack Wen 41 Chairman of the Board, Chief
Executive Officer and President
J. Lauro Valdovinos 57 Vice President - Finance and Chief
Financial Officer
</TABLE>
__________________
For a description of the business experience of Mr. Wen during the
past five years, see "ELECTION OF DIRECTORS - Business Experience of Directors
During the Past Five Years", above.
J. Lauro Valdovinos has served as PCC Group's Vice President - Finance
and Chief Financial Officer since February, 1993. From January, 1992 until
February, 1993 Mr. Valdovinos served as the Controller of PCC Group. From May,
1988 until January, 1991, Mr. Valdovinos was the President of File Keepers,
Inc., Los Angeles, California.
4
<PAGE> 7
OWNERSHIP OF COMMON STOCK
The following table sets forth, as of January 12, 1996, certain
information with respect to (i) each person who is known by PCC Group to be the
beneficial owner of more than five percent (5%) of the outstanding Common
Stock, (ii) each director of PCC Group, (iii) the executive officers named in
the Summary Compensation Table on page 7 and (iv) all directors and executive
officers as a group. Unless otherwise indicated, the address for each of the
persons listed below is care of the Company, 163 University Parkway, Pomona,
California 91768.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Owner of Class
- ------------------- -------------------- ----------
<S> <C> <C>
Jack Wen 406,058(1)(2)(3) 17.8%
Gary Blum 1,500 *
Leon C. Lai 0
George Rodda, Jr. 50,000 2.2%
Rita Wen 338,381(2)(3) 14.8%
Andy Soong 203,029 8.9%
Jennifer Wen 157,911(2)(3) 6.9%
J.L. Yin (also known as Tina Wen) 451,175 19.7%
All Directors and Executive
Officers as a Group (4 persons) 457,558 20.0%
</TABLE>
_________________________
* Less than 1%
(1) Does not include 541,409 shares held of record by Mr. Wen as trustee
of PCC Group's Employees Stock Ownership Plan, of which the
beneficiaries have voting power, failing the exercise of which, Mr.
Wen may vote such shares. Jennifer Wen, Mr. Wen's wife, is the
beneficiary of 157,911 of such shares in the Employees Stock Ownership
Plan.
(2) The number of shares listed are allocated to the named individual's
accounts in PCC Group's Employees Stock Ownership Plan, and such
individuals have voting power with respect to such shares.
(3) The Board of Directors approved the termination of the Employees Stock
Ownership Plan, effective September 1, 1995 and has applied to the
Internal Revenue Service for an appropriate determination letter.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation paid to PCC Group's
Chief Executive Officer for services rendered in all capacities to PCC Group
for the fiscal years ended September 30, 1995, 1994 and 1993. No other
executive officer received compensation in excess of $100,000 for such periods.
5
<PAGE> 8
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Awards
------
Securities
Other Annual Underlying
Name and Principal Position Year Salary Compensation Options/SARs(#)
- --------------------------- ---- ------ ------------ ---------------
<S> <C> <C> <C> <C>
Jack Wen 1995 $120,000(1) $16,620 (2) 250,000/0
Chairman of the Board, Chief 1994 $125,000 $16,620 (2)
Executive Officer and President 1993 $125,000 --
</TABLE>
(1) Includes $60,000 of compensation accrued at September 30, 1995 and
paid on December 15, 1995.
(2) Consists solely of lease payments for a company car which has been
provided for Mr. Wen's use.
Option Grants in Last Fiscal Year
The following table sets information concerning stock option grants
made in the fiscal year ended September 30, 1995 to the individual named in the
Summary Compensation Table. There were no grants of SARs to such individual
during the year.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------- Potential Realizable Value at
Number of % of Total Assumed Annual Rates of Stock
Securities Options Exercise Price Appreciation for Option
Underlying Granted to or Base Term(1)
Options Employees Price Expiration -----------------------------
Name Granted (#) in FY ($/sh) Date 5%($) 10%($)
---- ----------- ---------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Jack Wen 72,700 24.2% 1.375 1/4/2000 16,019 46,393
177,300 59.1% 1.25 1/4/2001 75,372 170,997
</TABLE>
(1) The indicated 5% and 10% rates of appreciation are provided to comply
with Securities and Exchange Commission regulations and do not
necessarily reflect the view of the Company as to the likely trend in
the stock price. There can be no assurance that the amounts reflected
in this table will be achieved.
Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") of the Board of Directors
has prepared the following report (the "Report") for inclusion in this Proxy
Statement.
COMPENSATION POLICY FOR EXECUTIVE OFFICERS
The policy of the Committee is to provide each executive officer
current cash compensation that is reasonable and consistent with PCC Group's
size, industry and performance, and long-term incentive compensation based on
the performance of the Company's Common Stock and the achievement of long term
goals. Through the fiscal year ended September 30, 1995, the Committee had not
established the
6
<PAGE> 9
relative weight of any of the performance factors discussed below. The
Committee has relied heavily on the recommendations of Mr. Wen in setting the
compensation of the other executive officers.
COMPENSATION FOR EXECUTIVE OFFICERS
The salary of each of the executive officers is based on his or her
level of responsibility and contribution to PCC Group's performance and reflect
any annual discretionary increases or decreases based primarily on performance
factors. The Committee believes that the salaries of the executive officers
are comparable to the salaries of executives with similar responsibilities at
similarly situated companies, but has not formally studied the policies of
other companies. PCC Group did not award bonuses to any executive officer for
the fiscal year ended September 30, 1995.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
As with the other executive officers, Mr. Wen's compensation in fiscal
1995 was linked to his individual performance and the Company's performance.
Mr. Wen's compensation consisted solely of his base salary and a stock option
award. The Committee believes that Mr. Wen's salary is comparable to the
salaries of other senior executives of similarly situated companies, but has
not formally studied the policies of other companies.
INCENTIVE STOCK OPTION PLAN
The committee believes that basing a portion of the compensation of
executive officers and other key employees on increases in the value of PCC
Group Common Stock harmonizes the interests of the executives and the
shareholders and is in the best interests of the shareholders. PCC Group's
Incentive Stock Option Plan is designed to accomplish this purpose.
STOCK BONUS PLAN
The Committee believes that the Company's Stock Bonus Plan provides a
mechanism for rewarding employees for past services as well as encouraging
employees to make significant extraordinary contributions to the long-term
performance and growth of PCC Group. PCC Group did not, however, award stock
bonuses to any of its executive officers during fiscal 1995.
Compensation Committee
Jack Wen
Gary Blum
Employee Stock Ownership Plan
The Company has maintained the PCC Group, Inc. Employees Stock
Ownership Plan ("ESOP") for the benefit of all employees, including executive
officers. The ESOP is an individual account plan as defined in Section 3(34)
of the Employee Retirement Income Security Act of 1974. Only the Company may
make contributions to the ESOP in an amount determined in the Company's
discretion (but not in excess of 15% of the compensation of all participants
for each fiscal year), which will either be allocated among participants in
proportion to their respective compensation (but not in excess of the lesser of
$30,000 per participant or 25% of such participant's compensation for the
fiscal year), or used to pay
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<PAGE> 10
the principal and interest on any amount borrowed by the ESOP to acquire Common
Stock. No contributions were made to the ESOP during the past three fiscal
years. The assets of the ESOP are invested primarily in Common Stock. The
assets of the ESOP are fully vested for the accounts of the respective
participants and are nonforfeitable at all times. A participant's vested
interest in the ESOP generally becomes distributable on his death, retirement
or termination of employment. The Board of Directors approved the termination
of the ESOP effective September 1, 1995 and has applied to the Internal Revenue
Service for an appropriate determination letter.
Compensation Committee Interlocks and Insider Participation
Mr. Wen (PCC Group's Chief Executive Officer and President) and Mr.
Blum (a non-employee director of PCC Group) served on the Compensation
Committee of PCC Group during the past fiscal year.
Certain Transactions
On June 30, 1992, PCC Group sold its 51,000 shares of the Capital
Stock of PCC International Marketing, a California corporation ("PCCIM"),
constituting a 51% interest, to J.L. Yin (also known as Tina Wen), a sister of
Jack Wen, for $204,400 in cash and a purchase money note of $204,400. The
purchase money note, which is collateralized by the shares of PCCIM which were
purchased from PCC Group, bears interest at 8% per annum. The principal
balance and accrued interest thereon was originally due June 30, 1994; however,
the Company agreed to extend the due date to June 30, 1995. Subsequently, the
due date was extended to December 30, 1996. As of September 30, 1995 the note
remained unpaid; at such date the outstanding balance on this note receivable
(which remains unpaid) was $100,000, including accrued interest of
approximately $14,000.
During fiscal 1995, PCC Group sold merchandise totalling $4,203,624 to
Computer Management Corporation ("CMC"), a Virginia corporation owned by Rita
Wen, a sister of Jack Wen who owns more than 10% of the Company's Common Stock.
Included in PCC Group's consolidated balance sheet as of September 30, 1995 are
accounts receivable in the amount of $783,057 from CMC for such merchandise
purchases. In addition, during fiscal 1995, PCC Group purchased merchandise
totaling $47,505 from CMC. Included in PCC Group's consolidated balance sheet
as of September 30, 1995 are accounts payable of $46,848 to CMC.
Performance Graph
The Company's Common Stock is traded in the over-the-counter market.
Prior to its delisting in March, 1991, the Company's Common Stock was quoted on
the National Association of Securities Dealers Automated Quotation System
(NASDAQ). The Company's Common Stock was relisted on NASDAQ on August 31,
1992. The following graph compares the cumulative shareholder return on PCC
Group's Common Stock from September 30, 1990 through September 30, 1995, based
on the market price of the Common Stock, with the cumulative total return of
the NASDAQ Market Index and a Peer Group Index comprised of the following
companies engaged in the sale or distribution of microcomputer products: Arrow
Electronics Inc., Avnet Inc., Gates/FA Distributing, Liuski International,
Inc., Marshall Industries, Southern Electronics Corp., Tech Data Corp., United
Stationers Inc. and Western Microtechnology, Inc. The graph assumes that the
value of the investment in PCC Group's Common Stock and each index was $100 on
September 28, 1990, and that any and all dividends
8
<PAGE> 11
were reinvested. The comparisons in this table are not intended to forecast or
be indicative of possible future price performance.
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
PCC Group, Inc.
Prepared by the Center for Research in Security Prices
Produced on 12/04/95 including data to 09/29/95
09/28/90 09/30/91 09/30/92 09/30/93 09/30/94 09/29/95
-------- -------- -------- -------- -------- --------
100.0 27.5 30.9 20.6 9.7 14.3
100.0 157.3 176.3 231.0 232.9 320.7
100.0 134.0 187.4 288.7 273.9 377.6
LEGEND
Symbol CRSP Total Returns Index for:
- ------ ----------------------------
_____ "Bullet" PCC Group, Inc.
..... "Star" Nasdaq Stock Market (US Companies)
- ----- "Pyramid" Self-Determined Peer Group
Companies in the Self-Determined Peer Group
ARROW ELECTRONICS INC AVNET INC
GATES F A DISTRIBUTING INC LIUSKI INTERNATIONAL INC
MARSHALL INDUSTRIES SOUTHERN ELECTRONICS CORP
TECH DATA CORP UNITED STATIONERS INC
WESTERN MICRO TECHNOLOGY INC
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 09/28/90.
E. No trading activity recorded for PCC Group, Inc. between 3/12/91 to
8/31/92.
9
<PAGE> 12
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the accounting firm of BDO Seidman
to serve as independent auditors for the current fiscal year, subject to
ratification by the shareholders. BDO Seidman has served as the Company's
independent auditors since October, 1993.
The Board of Directors recommends a vote "FOR" ratification of this
selection.
It is anticipated that representatives of BDO Seidman will be present
at the Annual Meeting, and such representatives will be given the opportunity
to make a statement, if they so desire, and to answer appropriate questions.
MISCELLANEOUS
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires PCC Group's officers and directors, and persons who
own more than ten percent of a registered class of PCC Group's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by the Securities and Exchange Commission
regulations to furnish PCC Group with copies of all Section 16(a) forms they
file.
Based solely on review of the copies of such forms furnished to PCC
Group, or written representations that no Forms 5 were required, PCC Group
believes that during the period from October 1, 1994 to September 30, 1995 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
Shareholder Proposals
Shareholder proposals intended to be presented at the next Annual
Meeting of Shareholders must be received by PCC Group by September 18, 1996 to
be considered by PCC Group for inclusion in PCC Group's proxy statement and
form of proxy relating to that meeting. Such proposals should be directed to
the attention of the Secretary, PCC Group, Inc., 163 University Parkway,
Pomona, CA 91768.
Other Matters
Neither PCC Group nor any of the persons named as proxies knows of
matters other than those described above to be voted on at the Annual Meeting.
However, if any other matters are properly presented at the meeting, it is the
intention of the persons named as proxies to vote in accordance with their
judgment on such matters, subject to direction by the Board of Directors.
WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY CARD.
10
<PAGE> 13
PCC GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of PCC GROUP, INC. (the "Company") hereby
constitutes and appoints Jack Wen and J. Lauro Valdovinos, and each of them,
proxies of the undersigned, each with full power to act without the other and
with the power of substitution, to represent the undersigned at the Annual
Meeting of Shareholders to be held on Monday, February 5, 1996, and at any and
all adjournments thereof, and to vote all shares of the common stock, par value
$0.01 per share of the Company standing in the name of the undersigned with
respect to the following matters:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below [ ] listed below [ ]
</TABLE>
Jack Wen, Gary Blum, Leon C. Lai and George Rodda, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strikeout such nominee's name by lining through the name
above.)
2. Approval of the proposal to ratify the appointment of BDO Seidman as
the Company's independent auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
This proxy shall be voted in accordance with such instructions as may
be given. IF NO INSTRUCTION IS GIVEN THIS PROXY WILL BE VOTED IN FAVOR ALL THE
NOMINEES LISTED IN ITEM 1 ABOVE AND FOR PROPOSAL 2. MANAGEMENT IS NOT AWARE OF
ANY OTHER MATTER TO BE PRESENTED AT THIS MEETING, BUT IF ANY OTHER MATTER DOES
COME BEFORE THE MEETING, THE PROXY HOLDERS NAMED HEREIN WILL VOTE THE SHARES
REPRESENTED BY THIS PROXY IN ACCORDANCE WITH THEIR BEST JUDGMENT.
NOTICE: It is important that this proxy be signed and returned.
(to be signed on the other side)
<PAGE> 14
PCC GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement dated January 15, 1996.
Dated:________________, 1996
______________________________
Signature of Shareholder
______________________________
Signature of Shareholder
Please sign your name exactly as it appears hereon and return this proxy in the
reply envelope provided.
