<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
MARGATE INDUSTRIES, 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), 14a-6(i)(1), 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>
MARGATE INDUSTRIES, INC.
129 NORTH MAIN STREET
YALE, MICHIGAN 48097
(810) 387-4300
___________________________
PROXY STATEMENT
___________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 27, 1996
TO THE SHAREHOLDERS OF MARGATE INDUSTRIES, INC.
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Margate
Industries, Inc., a Delaware corporation (the "Company") will be held at the
Company's corporate offices at 129 North Main Street, Yale, Michigan, on June
27, 1996, at 9:00 a.m., Eastern Daylight Time, and at any and all adjournments
thereof, for the purpose of considering and acting upon the following matters:
1. To elect one (1) Director of the Company;
2. To transact such other business as properly may come before the
meeting or any adjournment thereof.
Only holders of the voting $.005 par value common stock of the Company of record
at the close of business on May 10, 1996 will be entitled to notice of and to
vote at the Meeting or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual Meeting of
Shareholders in person, are urged to sign and date the enclosed Proxy and return
it promptly in the enclosed postage-paid envelope which requires no additional
postage if mailed in the United States. The giving of a proxy will not affect
your right to vote in person if you attend the Meeting.
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1995 accompanies this Notice of Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
WILLIAM H. HOPTON
PRESIDENT
Yale, Michigan
May 10, 1996
<PAGE>
MARGATE INDUSTRIES, INC.
129 NORTH MAIN STREET
YALE, MICHIGAN 48097
(810) 387-4300
___________________________
PROXY STATEMENT
___________________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of Margate Industries, Inc., a Delaware corporation (the "Company"), for use at
the Company's Annual Meeting of Shareholders to be held at the Company's
corporate offices, 129 North Main Street, Yale, Michigan, on June 27, 1996, at
9:00 a.m., Eastern Daylight Time, and at any adjournment thereof. It is
anticipated that this Proxy Statement and the accompanying Proxy will be mailed
to the Company's shareholders on or about May 27, 1996.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated that
solicitations of proxies for the Meeting will be made only by use of the mails;
however, the Company may use the services of its Directors, Officers and
employees to solicit proxies personally or by telephone, without additional
salary or compensation to them. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting materials to the
beneficial owners of the Company's shares held of record by such persons, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report to Shareholders for the Company's fiscal year
ended December 31, 1995, is being simultaneously mailed to the Company's
shareholders, but does not constitute part of these proxy soliciting materials.
-1-
<PAGE>
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
$.005 par value common stock, with each share entitled to one vote. Only
shareholders of record at the close of business on May 10, 1996, are entitled to
notice of and to vote at the Meeting or any adjournment thereof. On May 10,
1996, the Company had 4,603,637 shares of its $.005 par value common stock
outstanding, each share of which is entitled to one vote on all matters to be
voted upon at the Meeting, including the election of Directors. Cumulative
voting in the election of Directors is not permitted.
A majority of the Company's outstanding common stock represented in person
or by proxy shall constitute a quorum at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of the
Company's $.005 par value common stock owned beneficially, as of May 10, 1996,
by any person who is known to the Company to be the beneficial owner of 5% or
more of such common stock and, in addition, by each Director of the Company and
its subsidiaries and by all Directors and Officers of the Company and its
subsidiaries as a group. Information as to beneficial ownership is based upon
statements furnished to the Company by such persons.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS (1)
- ------------------- ---------- ----------
<S> <C> <C>
Paul L. Cosper 284,120 (2) 6.2%
P.O. Box 96050
Wixom, MI 48096
Charles H. Raches, Jr. 252,840 5.5%
6600 Tepee Ridge Road
Bozeman, MT 59715
Frederick G. and 795,147 17.3%
Patricia W. Schriever
64 Clairview
Grosse Pointe Shores, MI 48236
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C> <C>
Frederick G. Berlet 225,416 (3) 4.9%
S.W.O. Management
Consultants, Ltd.
35 Parkwood Drive
Tillsonburg, Ontario
Canada N4G 2B7
David A. Widlak 93,000 2.0%
P.O. Box 482
Washington, MI 48095
Delbert W. Mullens 15,000 (4) .3%
2888 Bloomfield Crossings
Bloomfield Hills, MI 48013
William H. Hopton 120,060 (5) 2.6%
604 Maple Lane
Columbus, MI 48063
All Officers and Directors 1,248,623 27.1%
of the Company & Subsidiaries
as a Group (5 Persons)
</TABLE>
_____________________
(1) Each person has sole voting and investment power with respect to the shares
shown except as noted.
(2) The shares beneficially owned by Mr. Cosper are held in the name of Paul L.
Cosper, Trustee under an Agreement of Trust executed by Paul L. Cosper as
Grantor. The beneficiaries of this trust are Mr. Cosper's wife and
children.
(3) The shares beneficially owned by Mr. Berlet are held in joint tenancy with
his wife and children.
(4) Does not include 200,000 options to purchase common stock not exercised as
of this date.
(5) Includes 80,060 shares held by William Hopton, individually, 40,000 shares
held jointly with his four children, and does not include 32,000 options
not exercised as of this date.
-3-
<PAGE>
ELECTION OF DIRECTORS
The Bylaws presently provide for a Board of Directors of not less than two
(2) members. The number of Directors of the Company has been fixed not to exceed
six (6) by the Company's Board of Directors. The Board of Directors are divided
into three classes of two Directors which hold office for a period of three
years. Shareholders elect one class each year for a three year term. Mr.
Berlet, the Class C Director, has been nominated as a director for a three (3)
year term, commencing in June, 1996.
The Company's Board of Directors recommends election of the one (1) Class C
nominee listed below and for the term indicated, to hold office until the Annual
Meeting of Shareholders in the year indicated and until his successors are
elected and qualified or until their earlier death, resignation or removal. The
person named as "proxies" in the enclosed form of Proxy, who have been
designated by Management, intend to vote for the one (1) nominee for election as
a Director unless otherwise instructed in such proxy. If at the time of the
Meeting, if the nominee named below should be unable to serve, which event is
not expected to occur, the discretionary authority provided in the Proxy will be
exercised to vote for such substitute nominee, if any, as shall be designated by
the Board of Directors.
The following table sets forth the name and age of the nominee for Class C
Director, indicating all positions and offices with the Company presently held
by him, the period during which he has served as such, and the class and term
for which he has been nominated:
CLASS C NOMINEE - TERM EXPIRING AT THE
ANNUAL SHAREHOLDERS MEETING IN 1999
<TABLE>
<CAPTION>
OTHER POSITIONS PERIOD SERVED
AND OFFICES HELD AS DIRECTOR
NAME AGE WITH THE COMPANY OF THE COMPANY
---- --- ---------------- --------------
<S> <C> <C> <C>
Frederick G. Berlet 67 Treasurer November, 1987
to present
</TABLE>
The Company's Board of Directors held four (4) meetings during the fiscal
year ended December 31, 1995, and each Director attended all of the meetings
held.
There is no family relationship between any Director or nominee for
Director of the Company and any other Director, nominee or Executive Officer of
the Company.
-4-
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names of all Directors, including the one Class C
Nominee for a Director, and Executive Officers of the Company (there currently
are no persons chosen to become Executive Officers), all positions and offices
held by each such person, the period during which he has served as such, and the
principal occupations and employment of such persons during the last five years:
FREDERICK G. SCHRIEVER has been Chairman of the Company's Board of
Directors since November of 1987. He has been President of Casting Sales, Inc.
from 1972 to present. Casting Sales, Inc. acts as a manufacturer's
representative of foundries. Since 1955 to the present, Mr. Schriever has also
been President of Amber Tool and Engineering which holds real estate and owns an
interest in several companies and President of Trio Machine Products Corp., a
production machine shop. Since 1960 to the present, he has also been President
of J.P. Bell Co., a company specializing in machine levelers, Vice President of
Casting Industries, Inc. and Chairman of Arrow Exit Systems, Inc. Mr. Schriever
received a Bachelor of Science Degree in chemistry in 1949 from the University
of Michigan. Mr. Schriever devotes as much time as necessary to the business of
the Company and its subsidiaries.
DELBERT W. MULLENS has been a Director since July of 1990 and President of
NHF since September 1, 1992. He has been the President, Director, and principal
shareholder of Flint Coatings of Flint, Michigan, a company engaged in painting
automotive parts for major car manufacturers including General Motors
Corporation. Mr. Mullens is also Chairman of Product-SDL Chemical, Inc. Mr.
Mullens received a Bachelor of Science Degree in Business Administration from
Tennessee State University. Mr. Mullens devotes as much time as is necessary to
the business of the Company and its subsidiaries.
WILLIAM H. HOPTON has been President of the Company since April of 1988,
and a Director of the Company since January of 1986. Mr. Hopton also served as
the Company's vice President from January of 1986 to April of 1988. Since 1984,
Mr. Hopton has been President of NHF. Effective September 1, 1992, Mr. Hopton
retired as President of NHF but will provide consulting services to NHF as
needed. Also, as of that date, he is devoting his business time to the
management of Margate Industries, Inc. Mr. Hopton received a B.A. Degree in
Business Administration from the University of Detroit in 1964.
FREDERICK G. BERLET has been a Director of the Company since November of
1987 and its Treasurer since April of 1988. He also serves as Director of
numerous Canadian and U.S. corporations and is President of S.W.O. Managements
Consultants Limited. He graduated with a Masters Degree in Business
Administration in 1953 from the University of Western Ontario. Mr. Berlet
devotes as much time as is necessary to the business of the Company and its
subsidiaries.
-5-
<PAGE>
DAVID A. WIDLAK has been Secretary and a Director of the Company since
November of 1987. In February 1994 he was named Vice President of Mergers and
Acquisitions. He received a Bachelors Degree from Wayne State University in
1969 and a juris doctorate Degree in Law from the University of Michigan in
1972. Mr. Widlak devotes as much time as is necessary to the business of the
Company and its subsidiaries.
The Officers of the Company and its subsidiaries are elected by the
respective Board of Directors at the first meeting after each annual meeting of
shareholders and hold office until the next annual meeting of directors or their
earlier resignation or removal.
The date of the next annual meeting of the Company will be determined by
the Company's Board of Directors in accordance with Delaware law.
No Director holds a directorship in any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940.
COMPLIANCE WITH SECURITIES EXCHANGE ACT REPORTING REQUIREMENTS
To the Company's knowledge, during the fiscal year ended December 31, 1995,
the Company's Officers and Directors complied with all applicable Section 16(a)
filing requirements. This statement is based solely on a review of the copies of
such reports furnished to the Company by its officers and directors and their
written representations that such reports accurately reflect all reportable
transactions and holdings.
THE BOARD OF DIRECTORS AND ITS STANDING COMMITTEES
The Company's Board of Directors has the responsibility to review the
overall operations of the Company. The Board members are kept informed of the
Company's results of operations and proposed plans and business objectives
through periodic reports sent to them by the Company's management or presented
at Board and Committee meetings. The Board met five times last year, once each
quarter, and one special meeting. All members of the Board of Directors were
present at all of these meetings.
DIRECTORS' COMPENSATION
Directors of the Company receive $6,000 a quarter and reimbursement for
expenses. The Chairman of the Board of Directors receives $7,000 per quarter and
reimbursement for expenses. If a Director fails to attend any meetings during a
quarter his Director's fee is reduced by $2,000 in that quarter.
-6-
<PAGE>
BOARD COMMITTEES
The Board of Directors has three principal standing committees.
The NOMINATING COMMITTEE recommends to the Board of Directors candidates to
fill vacancies on the Board of Directors and consists of Frederick G. Schriever,
David Widlak and William H. Hopton. The Nominating Committee has not
established any formal policy or procedure for considering nominees recommended
by shareholders.
The AUDIT COMMITTEE recommends to the Board of Directors the appointment of
the independent certified public accountants for the following year. The
Committee reviews with the accountants the scope of the Company's annual audit,
the annual financial statements of the Company, and the auditors' comments
relative to the adequacy of the Company's system of internal controls and
accounting systems. The Committee, which reports directly to the Board of
Directors is composed of Frederick Berlet as the sole member.
The COMPENSATION COMMITTEE, whose report follows, is composed solely of
Frederick Berlet, reports directly to the Board of Directors. The Committee
met once during 1995 with the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The sole member of the Compensation Committee is a non-employee of the
Company.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE MANAGEMENT COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
evaluates and approves the overall policies which govern the annual base
salaries of the Company's President and Chief Executive Officer ("CEO") and
other Executive Officers.
The Committee reviews and evaluates the Company's corporate performance and
executive management compensation once each year. In making its evaluations,
the Committee considers a large number of factors including those set forth
under "Compensation Policies" herein, together with other matters such as the
inflation rate, and the Company's past performance, generally over consecutive
three year time frames.
COMPENSATION POLICIES
The Company's compensation policies, particularly as they apply to its
Executive Officers, including Mr. Hopton, the President and CEO, are designed to
achieve the following major objectives:
-7-
<PAGE>
1. To set base annual salaries (base income) for key Executive Officers which
are deemed reasonably competitive in the context of American industry
generally, and the automotive industry specifically. Business size, level
of responsibility, complexity of operations, and long term performance and
prospects are among the factors considered.
2. The Committee considers a variety of intangible and other factors such as
each person's likely future contribution to the Company's successful
growth, the current state and prospects of the industry and the Company's
long-term goals and strategies which might from time to time require
temporary investment in personnel resources in the absence of immediate
positive results. Further, the Committee considers the compensation and
benefits previously paid to its Executive Officers.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation paid or accrued to the CEO and each Executive Officer (earning in
excess of $100,000) for services rendered in all capacities during each of the
fiscal years ended December 31, 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
------------------------------
PAY-
ANNUAL COMPENSATION AWARDS OUTS
- -------------------------------------------------------------- ---------------------- ----
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER ALL
NAME ANNUAL RESTRICTED LTIP OTHER
AND COMPEN- STOCK OPTIONS/ PAY- COMPEN-
PRINCIPAL SALARY BONUS SATION AWARD(S) SARS OUTS SATION
POSITION YEAR(1) ($) ($) ($)(2) ($) (#)(3) ($) ($)
- ----------------- ------- ------- ------- ------- ---------- -------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William H. Hopton 1995 $82,500 $12,500 $27,000 $7,687
President and CEO 1994 $75,000 $18,000 $24,000 $8,242(4)
1993 $65,000 $10,000 $24,000 $7,342
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Periods presented are for the year ended December 31.
(2) Represents Directors fees.
(3) Number of shares of Common Stock subject to options granted during the year
indicated.
(4) Represents employer contributions for life insurance, disability insurance
and car allowance.
-8-
<PAGE>
STOCK OPTIONS
OPTIONS GRANTED
The following table sets forth the options that have been granted to the Chief
Executive Officer and President listed in the Executive Compensation Table
during the Company's last fiscal year ended December 31, 1995:
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1995)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% OF TOTAL
OPTIONS/ OPTIONS/SARS EXERCISE
SARS GRANTED TO OR BASE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#) IN FISCAL YEAR ($/SHARE) DATE
---- ------- -------------- --------- ----------
<S> <C> <C> <C> <C>
William H. Hopton N/A N/A N/A N/A
President and CEO
</TABLE>
AGGREGATE OPTIONS EXERCISED IN 1995 AND OPTION VALUES AT DECEMBER 31, 1995
The following table sets forth certain information regarding options to purchase
shares of Common Stock exercised during the Company's 1995 fiscal year and the
number and value of exercisable and unexercisable options to purchase shares of
Common Stock held as of the end of the Company's 1995 fiscal year by the
Executive Officers of the Company named in the Summary Compensation Table:
<TABLE>
<CAPTION>
AGGREGATED OPTIONS EXERCISED IN 1995
AND OPTION VALUES AT DECEMBER 31, 1995
- -------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES 12/31/95 12/31/95
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE(2)
---- ----------- ----------- ------------- ----------------
<S> <C> <C> <C> <C>
William H. Hopton 16,000 $20,000 0/32,000 $0/$8,960
President and CEO
- -------------------------------------------------------------------------------------
</TABLE>
(1) Value realized is equal to the difference between the fair market value per
share of Common Stock on the date of exercise and the option exercise price
per share multiplied by the number of shares acquired upon exercise of an
option.
(2) Value of exercisable/unexercisable in-the-money options is equal to the
difference between the fair market value per share of Common Stock of $0.78
at December 31, 1995, and the option exercise price per share multiplied by
the number of shares subject to options.
-9-
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The terms of the sale of NHF common stock provide for a commission contract
between NHF and the Company relating to sales in excess of $35,000,000 annually.
The Company will receive $150,000 per year plus 3% on the difference between
actual sales in excess of $35,000,000 but less than $40,000,000 plus 2% on
actual sales that exceed $40,000,000. This commissions contract will be in
effect for a period of not less than fifteen (15) years beginning in June 1990.
The Company earned commissions from NHF in 1995 of $705,420 and accordingly, has
a receivable in the amount of $114,541 as of December 31, 1995. Also, for a
minimum period of fifteen (15) years beginning in June 1990, the Company and its
subsidiaries will provide cleaning services on all castings produced by NHF on
an exclusive basis, provided the Company retains an ownership interest in NHF.
Consolidated net sales to NHF in 1995 amounted to $6,057,933.
Effective September 1, 1992, William Hopton retired as President of NHF but
continues to provide consulting services to NHF, as needed. Also, as of that
date he has devoted his full time to the management of the Company and its
subsidiaries.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set forth
herein. However, if any other matters are properly brought before the Meeting,
the shares represented by valid proxies will be voted with respect to such
matters in accordance with the judgement of the persons voting them. A majority
vote of the shares outstanding is necessary to approve any such matters.
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1995,
accompanies this Proxy Statement. The Annual Report is not incorporated into
this Proxy Statement and is not to be considered part of the solicitation
material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN JUNE, 1997
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders which is expected to be held in June, 1997, must
be received at the offices of the Company, 129 North Main Street, Yale, Michigan
48097, no later than February 28, 1997, in order to be included in the Company's
proxy statement and proxy relating to that meeting.
WILLIAM H. HOPTON, PRESIDENT
Yale, Michigan
May 27, 1996
-10-
<PAGE>
PROXY PROXY
- ----- -----
MARGATE INDUSTRIES, INC.
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD JUNE 27, 1996
The undersigned hereby constitutes and appoints Mr. William H. Hopton and Mr.
David A. Widlak, and each of them, the true and lawful attorneys and proxies of
the undersigned, with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and vote all of the
undersigned's shares of the $.005 par value common stock of Margate Industries,
Inc., a Delaware corporation at the Annual Meeting of Shareholders to be held at
129 North Main Street, Yale, Michigan, at 9:00 a.m. Easter Daylight Time, on
June 27, 1996, and any and all adjournments thereof, for the following purposes:
1. The election of one (1) Director of the Company:
/ / FOR the nominee listed below (except as marked to the contrary):
/ / WITHHOLD AUTHORITY to vote for the nominee listed below:
Class C Nominee
Three Year Term
---------------
Frederick G. Berlet
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE INDIVIDUAL NOMINEE,
CROSS OUT THE NOMINEE'S NAME ABOVE.)
2. To transact such other business as properly may come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ABOVE.
The undersigned hereby revokes any proxies as to said shares and heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
proxies may lawfully do by virtue hereof.
-11-
<PAGE>
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH
THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders, Proxy
Statement and Annual Report to Shareholders
furnished therewith.
Dated:_______________________________________, 1996
___________________________________________________
___________________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) hereon.
Executors, administrators, trustees, guardians and
attorneys should indicate when signing. Attorneys
should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MARGATE
INDUSTRIES, INC. PLEASE SIGN AND RETURN THIS PROXY TO MARGATE INDUSTRIES, INC.,
129 NORTH MAIN STREET, YALE, MICHIGAN 70801. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
-12-
