<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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] 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:
-------------------------------------------------------------------------
(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:
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Notes:
<PAGE>
PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on February 14, 1997
_______________________
To the Shareholders of PCC Group, Inc.:
The Annual Meeting of Shareholders of PCC Group, Inc. will be held on
Friday, February 14, 1997 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 10,
1997 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 17, 1997
<PAGE>
PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
(909) 869-6133
________________________
PROXY STATEMENT
For the Annual Meeting of Shareholders
To Be Held
February 14, 1997
_______________________
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 Friday,
February 14, 1997 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 17,
1997.
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 10, 1997
are entitled to receive notice of and to vote at the Annual Meeting. On that
date, PCC Group had outstanding 2,579,339 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>
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>
Information About Directors and Nominees
- ----------------------------------------
The following table sets forth certain information as of January 10, 1997
with respect to the Board's current directors, all of whom are nominees:
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
Jack Wen 42 1989
Gary Blum 56 1992
Leon C. Lai 50 1993
George Rodda, Jr. 66 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 the following public companies: Digitran Systems, Incorporated, a
company specializing in the manufacturing and marketing of simulator training
devices; DHS Industries, Inc., a marketing research and travel management
services company; and Quantum Communications, Inc., a company specializing in
the development of antennae for wireless communication 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 public company which owns mines in California and Idaho.
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 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
3
<PAGE>
recommended by shareholders. In the event a shareholder submits a nominee, the
Nominating Committee will review the background of such nominee and respond
appropriately following such review. Each of such Committees met once during
fiscal 1996 and all members were present.
PCC Group's Board of Directors met 11 times during fiscal 1996. All
members were present at each meeting.
Compensation of Directors
- -------------------------
During fiscal 1996, the Company's non-employee directors, Messrs. Blum, Lai
and Rodda, were paid $250 for each Board meeting attended. Additionally, each
of such directors received a special nonqualified stock option award in respect
of prior services rendered and as an incentive for continuing services. Mr.
Blum received a 5 year fully vested option to purchase 30,000 shares at a price
of $1.50 per share and Mr. Lai received a 5 year option to purchase 10,000
shares at a price of $1.50 per share. In part for his additional special
consulting work for the Company whereby he supervised investor relations, Mr.
Rodda received two options: a 5 year option to purchase 20,000 shares at a
price of $2.00 per share and a 5 year option to purchase 20,000 shares at a
price of $3.50 per share. During fiscal 1997, 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, who serve at the pleasure of the Board of Directors, as of
January 10, 1997:
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Jack Wen 42 Chairman of the Board, Chief
Executive Officer and President
J. Lauro Valdovinos 58 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>
OWNERSHIP OF COMMON STOCK
The following table sets forth, as of January 10, 1997, 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 officer named in the
Summary Compensation Table on page 6 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 667,337(1),(5) 23.6%
Gary Blum 30,000(2) 1.2%
Leon C. Lai 10,000(2) *
George Rodda, Jr. 122,650(3) 4.7%
Rita Wen (formerly Rita Soong) 338,381 13.9%
Jennifer Wen 157,911(4),(5) 6.1%
J.L. Yin (also known as Tina Wen) 451,175 17.5%
All Directors and Executive
Officers as a Group (5 persons) 839,987(6) 28.8%
</TABLE>
_________________________
* Less than 1%
(1) Includes 6,500 shares held by Mr. Wen individually and 410,837 shares
allocated to Mr. Wen's individual account in the Company's Employee Stock
Ownership Plan over which shares he has voting power, but does not include
541,409 shares held of record by Mr. Wen as trustee of such Employee Stock
Ownership Plan, for which the beneficiaries have voting power, failing the
exercise of which, Mr. Wen may vote such shares, and includes 250,000
shares underlying presently exercisable stock options. The above amount
excludes the 157,911 shares in the Employee Stock Ownership Plan allocated
to Jennifer Wen, Mr. Wen's wife.
(2) Shares underlying presently exercisable stock options.
(3) Includes 40,000 shares underlying presently exercisable stock options.
(4) Shares allocated to Ms. Wen's account in the Company's Employee Stock
Ownership Plan over which shares she has voting power.
(5) The Board of Directors approved the termination of the Employee Stock
Ownership Plan, effective September 1, 1995 and the Internal Revenue
Service issued on November 14, 1996 a favorable determination letter.
(6) Includes 340,000 shares underlying presently exercisable stock options.
5
<PAGE>
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, 1996, 1995 and 1994. No other executive
officer received compensation in excess of $100,000 for such periods.
<TABLE>
<CAPTION>
Annual Compensation
------------------- Long Term
Compensation
------------
Awards
-----
Securities
Other Annual Underlying
Name and Principal Position Year Salary Compensation Options/SARs(#)
- ----------------------------------- ---- -------- ------------ --------------
<S> <C> <C> <C> <C>
Jack Wen 1996 $120,000(1) $18,757 (3)
Chairman of the Board, Chief 1995 $120,000(2) $18,757 (3) 250,000/0
Executive Officer and President 1994 $125,000 $18,757 (3)
</TABLE>
(1) Includes $60,000 of compensation accrued at September 30, 1996 of which
$30,000 was paid on December 1, 1996.
(2) Includes $60,000 of compensation accrued at September 30, 1995 and paid in
December, 1995.
(3) Consists solely of lease payments and insurance for a company car which has
been provided for Mr. Wen's use.
Stock Options
- -------------
The following table provides information with respect to stock options held
by the named executive officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End at FY-End
---------------------- --------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack Wen -- -- 250,000 -- $787,788 ---
</TABLE>
6
<PAGE>
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, 1996, the Committee had not
established the 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, 1996.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
As with the other executive officers, Mr. Wen's compensation in fiscal 1996
was linked to his individual performance and the Company's performance. Mr.
Wen's compensation consisted solely of his base salary and company car. 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.
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
stock option plan is designed to accomplish this purpose. The Company granted
options to two key employees in fiscal 1996 aggregating 15,000 shares.
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 1996.
7
<PAGE>
Compensation Committee
- ----------------------
Jack Wen
Gary Blum
Employee Stock Ownership Plan
- -----------------------------
The Company has maintained the PCC Group, Inc. Employee 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 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 obtained from the
Internal Revenue Service a favorable determination letter issued November 14,
1996.
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 and then to June 30, 1997. As of September 30,
1996 the note remained unpaid; at such date the outstanding balance on this note
receivable (which remains unpaid) was $100,000.
During fiscal 1996, PCC Group sold merchandise totalling $3,640,732 to
Computer Management Corporation ("CMC"), a Virginia corporation owned by Rita
Wen, a sister of Jack Wen who owns 12.9% of the Company's Common Stock.
Included in PCC Group's consolidated balance sheet as of September 30, 1996 are
accounts receivable in the amount of $576,282 from CMC for such merchandise
purchases.
8
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance.
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership of
the Common Stock with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% shareholders are required by Securities
and Exchange Commission regulations to furnish PCC Group with copies of all
Section 16(a) forms they file. Based solely on a review of copies of such
reports and written representations from the reporting persons, the Company
believes that, during the period from October 1, 1995 through September 30,
1996, its executive officers, directors and greater than 10% shareholders have
filed on a timely basis all reports required under Section 16(a) except that J.
Lauro Valdovinos, Vice President - Finance and Chief Financial Officer, and Gary
Blum, Leon C. Lai and George Rodda, Jr., directors, each filed a late Statement
of Changes in Beneficial Ownership on Form 4 in respect of the stock options
granted to each of them in February, 1996.
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, 1991 through September 30, 1996, 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 30, 1991, and that any
and all dividends were reinvested. The comparisons in this table are not
intended to forecast or be indicative of possible future price performance.
9
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
AMONG PCC GROUP, INC., NASDAQ STOCK MARKET (US COMPANIES)
AND SELF-DETERMINED PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION> Nasdaq
Measurement Period PCC Stock Market
(Fiscal Year Covered) Group, Inc. (US Companies) Peer Group
- ------------------- ---------- -------------- ----------
<S> <C> <C> <C>
Measurement Pt- 09/30/91 $100.0 $100.0 $100.0
FYE 09/30/92 $112.5 $112.1 $139.9
FYE 09/30/93 $ 75.0 $146.8 $215.5
FYE 09/30/94 $ 35.4 $148.0 $204.5
FYE 09/30/95 $ 52.1 $204.4 $276.9
FYE 09/30/96 $164.3 $242.6 $273.9
</TABLE>
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 09/30/91.
E. No trading activity for PCC Group, Inc. from 09/30/91 to 09/08/92.
10
<PAGE>
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
Shareholder Proposals
- ---------------------
Shareholder proposals intended to be presented at the next Annual Meeting
of Shareholders must be received by PCC Group by September 20, 1997 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.
11
<PAGE>
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 Friday, February 14, 1997, 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:
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below [_] nominees listed
below [_]
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 OF 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>
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 17, 1997.
Dated:________________, 1997
______________________________
Signature of Shareholder
______________________________
Signature of Shareholder
Please sign your name exactly as it appears hereon and return this proxy in the
reply envelope provided.
