<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
Maxco, 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 Rule 0-11(c)(1)(ii), 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
Maxco Logo
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Maxco, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Maxco,
Inc., a Michigan corporation, will be held at the corporate office, 1118
Centennial Way, Lansing, Michigan on August 27, 1996, at 3:30 p.m. local time
for the following purposes, all of which are more completely set forth in the
accompanying proxy statement.
1. To elect nine Directors;
2. To transact such other business as may properly come before the meeting.
In accordance with the Bylaws of the Company and a resolution of the Board
of Directors, the record date for the meeting has been fixed at July 26, 1996.
Only Shareholders of record at the close of business on that date will be
entitled to vote at the meeting.
By Order of the Board of Directors
Eric L. Cross
Secretary
Lansing, Michigan
August 1, 1996
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR CHOICE
WITH RESPECT TO THE MATTERS TO BE VOTED UPON, AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT
THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD WILL AID THE COMPANY IN REDUCING THE
EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 3
MAXCO, INC.
1118 CENTENNIAL WAY
LANSING, MICHIGAN 48917
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Maxco, Inc. (the Company), 1118
Centennial Way, Lansing, Michigan 48917, for use at the Annual Meeting of
Shareholders of the Company to be held on August 27, 1996, at 3:30 p.m., or any
adjournments thereof. This Proxy Statement is being mailed to Maxco Shareholders
on or about August 3, 1996, to all holders of record of common stock of the
Company as of the close of business on July 26, 1996.
PURPOSE OF THE MEETING
The purpose of this Annual Meeting of Shareholders shall be to elect
Directors and to transact such other business as may properly come before the
meeting.
VOTING
Common Stock and Series Three Preferred Shares are the only voting stock of
the Company. Holders of record at the close of business on July 26, 1996, are
entitled to one (1) vote for each share of Common Stock held and twenty (20)
votes for each share of Series Three Preferred Stock held. As of May 31, 1996,
the Company had 4,227,442 shares of Common Stock and 16,050 shares of Series
Three Preferred Stock outstanding. Holders of stock entitled to vote at the
meeting do not have cumulative voting rights with respect to the election of
Directors.
All shares represented by proxies shall be voted "FOR" each of the matters
recommended by management unless the shareholder, or his duly authorized
representative, specifies otherwise or unless the proxy is revoked. Any
shareholder who executes the proxy referred to in this statement may revoke it
before it is exercised, provided written notice of such revocation is received
at the office of the Company in Lansing, Michigan at least twenty-four (24)
hours before the commencement of the meeting, or provided the grantor of the
proxy is present at the meeting and, having been recognized by the Chairman,
announces such revocation in open meeting. All shareholders are encouraged to
date and sign the enclosed proxy form, indicate your choice with respect to the
matters to be voted upon and return it to the Company.
In elections of directors where the number of nominees is equal to the
number of positions to be filled, the vote required to elect each director is
equal to the majority of the votes cast in such election. Actions other than
elections of directors are also authorized by a majority of the votes cast.
Although state law and the articles of incorporation and bylaws of the Company
are silent on the issue, it is the intent of the Company that proxies received
which contain abstentions or broker non-votes as to any matter will be included
in the calculation as to the presence of a quorum, but will not be counted as
votes cast in such matter in the calculation as to the needed majority vote.
ELECTION OF DIRECTORS
It is the intention of the persons named in the proxy to vote for election
of the following nominees to the Board of Directors to hold office until the
next Annual Meeting or until their successors are elected. In the event any
nominee should be unavailable, which is not anticipated, the shares may, in the
discretion of the proxy holders, be voted for the election of such persons as
the Board of Directors may submit. Directors are elected for a term of one (1)
year and until their successors are elected and qualified. Proxies will be voted
only to the extent of the number of nominees named.
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<PAGE> 4
The following information is furnished concerning the nominees, all of whom
have been nominated by the Board of Directors and are presently Directors of the
Company.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SERVED AS DIRECTOR
NAME COMPANY AND PRINCIPAL OCCUPATION AGE OF MAXCO SINCE
- ----------------------- ------------------------------------------------ --- ------------------
<S> <C> <C> <C>
Max A. Coon............ Director, President and Chairman of the Board of 61 1969
MAXCO, INC.
Eric L. Cross.......... Director, Executive Vice President and Secretary 53 1972
of MAXCO, INC.
Charles J. Drake....... Director of MAXCO, INC., President of Medar, 56 1982
Inc., a Farmington Hills, Michigan based
manufacturer of micro-processor based controls
and inspection systems of which Maxco owns 20%.
Joel I. Ferguson....... Director of MAXCO, INC., President of F&S 57 1985
Development Company, a Lansing, Michigan based
company which develops, contracts and/or owns
and manages real estate properties
Richard G. Johns....... Director and Vice President of MAXCO, Inc., 52 1990
President of Wright Plastic Products, Inc. and
Akemi, Inc., each wholly owned subsidiaries of
MAXCO, INC.
Vincent Shunsky........ Director, Vice President of Finance and 47 1983
Treasurer of MAXCO, INC.
J. Michael Warren...... Director of MAXCO, INC., General Counsel of 56 1979-1981
MAXCO, INC., and President of Warren, Price, 1983-present
Cameron, Faust & Asciutto, P.C.
James F. White......... Director of MAXCO, INC., Founder of 77 1988
FinishMaster, Inc., a Grand Rapids, Michigan
based distributor of automotive paints and
refinishing materials
Andrew S. Zynda........ Director of MAXCO, INC., Chairman of the Board 75 1972
of Midwest Bridge Company, a Williamston,
Michigan based bridge and road building
contractor
</TABLE>
All of the foregoing Directors and nominees have been engaged in the
principal occupation specified for the previous five (5) years.
Messrs. Coon, Shunsky, and Drake are also Directors of Medar, Inc., a 19.7%
owned subsidiary of Maxco, Inc.; Mr. White is a director of FinishMaster, Inc.;
and Mr. Coon is additionally a director of Spartan Motors, Inc.; all of whose
stock is traded on the Nasdaq Stock Market.
Mr. Coon and Mr. Cross are brothers-in-law. There are no other family
relationships between any Directors or Executive Officers.
The Board of Directors has established Compensation and Audit Committees
whose members are Max A. Coon, J. Michael Warren and Andrew S. Zynda. The
Compensation Committee is also responsible for administering the Company's Stock
Option Plan, including designating the recipients and terms of specific option
grants. The Compensation Committee met two times during the fiscal year to
establish compensation levels for the Executive Officers, to authorize the
levels and timing of bonuses, and to grant employee stock options. One meeting
of the Audit Committee was held during the last fiscal year. The Audit Committee
recommends the annual employment of the Company's auditors with whom the Audit
Committee will review the scope of audit and non-audit assignments, related
fees, the accounting principles used by the Company in financial reporting,
internal financial auditing procedures and the adequacies of the Company's
internal control procedures. The Company does not have a standing nominating
committee.
3
<PAGE> 5
During the last fiscal year there were a total of 4 meetings of the Board
of Directors. Messrs. Ferguson, White and Zynda attended less than 75% of the
meetings.
DIRECTOR COMPENSATION
The Directors of the Company are paid $100 per meeting attended. Fees are
not paid to Directors for attendance at committee meetings.
EXECUTIVE OFFICERS
The following table sets forth information concerning the Executive
Officers of the Company.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
NAME COMPANY AND PRINCIPAL OCCUPATION AGE
- ------------------------------ -------------------------------------------------------- ---
<S> <C> <C>
Max A. Coon................... President, Director and Chairman of the Board of 61
MAXCO, INC.
Eric L. Cross................. Executive Vice President, Secretary and Director of 53
MAXCO, INC.
Richard G. Johns.............. Vice President of MAXCO, INC. and President of Wright 52
Plastic Products, Inc. and Akemi, Inc., each wholly
owned subsidiaries of MAXCO, INC.
Vincent Shunsky............... Vice President of Finance, Treasurer and Director of 47
MAXCO, INC.
</TABLE>
All of the foregoing Officers of the Company have been engaged in the
principal occupations specified above for the previous five years.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors (the "Committee")
consists of Max A. Coon, Andrew S. Zynda, and J. Michael Warren. Although the
presence of Mr. Coon on the Committee, as Chief Executive Officer of the
Company, could be considered to present a conflict of interest, Mr. Coon's input
is considered very important and he has agreed to abstain from voting on any
matter related to his own compensation.
OVERVIEW AND PHILOSOPHY
The Committee is responsible for developing and making recommendations to
the Board with respect to the Company's executive compensation policies. In
addition, the Compensation Committee, pursuant to authority delegated by the
Board, determines on an annual basis the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Company.
The objectives of the Company's executive compensation program are to:
-- Support the achievement of desired Company performance.
-- Provide compensation that will attract and retain superior talent and
reward performance.
-- Align the executive officers' interests with the success of the Company
by placing a portion of pay at risk, with payout dependent upon
corporate performance.
The executive compensation program provides an overall level of
compensation opportunity that is competitive with companies of comparable size
and complexity. The Compensation Committee will use its
4
<PAGE> 6
discretion to set executive compensation where in its judgment external,
internal or an individual's circumstances warrant it.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long-term incentive compensation in
the form of stock options, and various benefits, including medical and deferred
compensation plans, generally available to employees of the Company.
BASE SALARY
Base salary levels for the Company's executive officers are competitively
set relative to other comparable companies. In determining salaries the
Committee also takes into account individual experience and performance.
ANNUAL INCENTIVE COMPENSATION
The Company's annual incentive program for executive officers and key
managers provides direct financial incentives in the form of an annual cash
bonus to executives to achieve the Company's annual goals. Goals for Company
performance are set at the beginning of each fiscal year. In the year ended
March 31, 1996, the following measures of Company performance were selected: net
sales, corporate net income, market penetration, and customer satisfaction.
Specific individual performance was also taken into account in determining
bonuses, including meeting department goals, attitude, dependability,
cooperation with co-workers, and creativity or ideas that benefit the Company.
STOCK OPTION PROGRAM
The stock option program is the Company's long-term incentive plan for
executive officers and key employees. The objectives of the program are to align
executive and shareholder long-term interests by creating a strong and direct
link between executive pay and shareholder return, and to enable executives to
develop and maintain a significant, long-term stock ownership position in the
Company's Common Stock.
On August 30, 1983, the Shareholders ratified an Employee Stock Option Plan
to grant options on up to 250,000 shares of the Company's common stock to
officers and key employees of the Company and its subsidiaries. The Plan was
amended by Shareholder action on August 25, 1987, to increase the number of
shares on which options may be granted to 500,000 shares. These options are
intended to qualify as "incentive stock options" within the meaning of Section
422A of the Internal Revenue Code, as amended.
The stock option plan authorizes a committee of directors to award
executive and key employee stock options. Stock options are granted at an option
price equal to the fair market value of the Company's Common Stock on the date
of grant, have ten year terms and can have exercise restrictions established by
the Option Committee. Awards are made at a level calculated to be competitive
with companies of comparable size and complexity.
DEFERRED COMPENSATION
Effective April 1, 1986, the Company amended its former Profit Sharing Plan
into a 401(k) Employee Savings Plan. The 401(k) plan is a "cash or deferred"
plan under which employees may elect to contribute a certain portion of their
annual compensation which they would otherwise be eligible to receive in cash.
The Company has agreed to make a matching contribution of 20% of the employees'
contributions of up to 6% of their annual compensation. In addition, the Company
intends to contribute 1% of compensation for each employee, or more or less at
the discretion of the Board. Contributions must be made from current or retained
earnings of the Company. All full time employees of the Company or its
subsidiaries who have completed one year of service and are not a member of a
collective bargaining unit are eligible to participate in the plan.
5
<PAGE> 7
Participants are immediately 100% vested in all contributions. The plan does not
contain an established termination date and it is not anticipated that it will
be terminated at any time in the foreseeable future.
BENEFITS
The Company provides medical benefits to the executive officers that are
generally available to Company employees. The amount of perquisites, as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed 10% of salary for
the year ended March 31, 1996.
CHIEF EXECUTIVE OFFICER
Max A. Coon has served as the Company's Chief Executive Officer since 1969.
His base salary for the year ended March 31, 1996 was $220,000. No bonus was
paid to any executive officer in fiscal year 1996.
Significant factors in establishing Mr. Coon's compensation were the 6%
increase in net sales from continuing operations and the increase in the stock
price for Maxco, Inc. Common Stock from $8.00 per share on March 31, 1995 to
$8.6875 per share on March 31, 1996.
The Committee believes Mr. Coon managed the Company well in a challenging
business climate and has achieved above-average results in comparison to other
comparable companies.
THE COMPENSATION COMMITTEE
Max A. Coon
Andrew S. Zynda
J. Michael Warren
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and to the three other executive officers whose
compensation exceeded $100,000:
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION OTHER
NAME AND -------------------------- ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMP(1) OPTIONS COMP(2)
- ------------------------------------------ ----- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Max A. Coon............................... 1996 220,000 0 400 0 3,348
Chief Executive Officer 1995 200,000 300,000 200 0 3,348
1994 200,000 600,000 400 0 9,799
Eric L. Cross............................. 1996 132,000 0 400 42,500 2,904
Executive Vice President 1995 132,000 100,000 200 0 3,348
1994 120,000 150,000 400 0 4,499
Richard G. Johns.......................... 1996 125,000 0 300 22,500 2,750
Vice President 1995 100,000 40,000 200 0 3,300
1994 100,000 100,000 400 0 3,799
Vincent Shunsky........................... 1996 132,000 0 400 42,500 2,904
Vice President of Finance 1995 132,000 100,000 200 0 3,348
1994 120,000 150,000 400 0 4,499
</TABLE>
- -------------------------
(1) Represents annual director fees
(2) Represents the Company's 20% match of employee deferrals of currently earned
income into the 401(k) Employee Savings Plan and a profit sharing
contribution made by the Company for all of its eligible employees to the
401(k) Employee Savings Plan at the rate of 1% of compensation.
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<PAGE> 8
OPTIONS
The following table summarizes option grants during the year ended March
31, 1996 to the executive officers named in the Summary Compensation Table
above, and the potential realizable value of such options at assumed rates of
appreciation.
OPTION GRANTS DURING FISCAL 1996
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE AT
-------------------------------------------------- ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
OPTIONS EXERCISE PRICE APPRECIATION
OPTIONS GRANTED TO OR BASE FOR OPTION TERM
GRANTED EMPLOYEES PRICE EXPIRATION -------------------
NAME (#) IN 1996 ($/SH) DATE 5% ($) 10% ($)
- -------------------------------- ------- ---------- -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Eric L. Cross................... 2,500 14.3 8.00 12/21/05 12,578 31,875
40,000(1) 23.9 8.00 12/21/05 201,246 509,998
Vincent Shunsky................. 2,500 14.3 8.00 12/21/05 12,578 31,875
40,000(1) 23.9 8.00 12/21/05 201,578 509,998
Richard Johns................... 2,500 14.3 8.00 12/21/05 12,578 31,875
20,000(1) 13.4 8.00 12/21/05 100,623 254,999
</TABLE>
- ------------------------
(1) Exercise was contingent until the sale on July 9, 1996 of the shares of
FinishMaster, Inc. owned by the Company.
The following table summarizes the value of the options held by the persons
named in the Summary Compensation Table, above, as of March 31, 1996. No options
were exercised by the named individuals during the year ended March 31, 1996.
All of the options held by the named individuals are presently exercisable.
YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED UNEXERCISED
NAME AND OPTIONS AT OPTIONS AT
PRINCIPAL POSITION FY-END FY-END
- ---------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Max A. Coon........................................................... 0 0
Chief Executive Officer
Eric L. Cross......................................................... 82,500 $ 295,119
Executive Vice President
Richard G. Johns...................................................... 42,500 $ 147,919
Vice President
Vincent Shunsky....................................................... 82,500 $ 295,119
Vice President of Finance
</TABLE>
TRANSACTIONS WITH MANAGEMENT
The Company is a 25% partner in CJF Partnership, a real estate development
general partnership which owns office building sites for development, along with
Max A. Coon and Richard G. Johns, both of whom are directors and executive
officers of the Company, and several individuals who are not related to the
Company.
The Company is additionally involved in a real estate development general
partnership which owns and operates an office building with three individuals,
including Max A. Coon and Joel I Ferguson, both of whom are directors of the
Company.
7
<PAGE> 9
Mr. J. Michael Warren is currently a Director of the Company. During the
year ended March 31, 1996, the Company and its subsidiaries paid $231,928 to
Warren, Price, Cameron, Faust & Asciutto, P.C., a law firm of which Mr. Warren
is President, for legal services.
On July 9, 1996 the Company closed a transaction in which it sold the
4,045,000 shares which it has previously owned in FinishMaster, Inc. As part of
that transaction, the Buyer required the Company and the individuals named in
the Summary Compensation Table, above, to enter into non-competition agreements,
with consideration to be paid to each of the named individuals in five annual
installments of $20,000 beginning in July 1997, for a total amount to each of
$100,000.
COMPLIANCE WITH REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers or beneficial owners of over 10% of any class
of the Company's equity securities to file certain reports regarding their
ownership of the Company's securities or any changes in such ownership. During
the year ended March 31, 1996, all of such persons filed the required reports on
a timely basis.
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<PAGE> 10
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Common Stock of the Company for the last five years with the cumulative total
return on the CRSP Total Return Index for the NASDAQ Stock Market (US Companies)
(1) and a peer group of companies (2) over the same period, assuming the
investment of $100 in the Company's Common Stock, the NASDAQ Index and the peer
group on March 31, 1991, and reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MAXCO, INC., THE NASDAQ STOCK MARKET -- US INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ STOCK
(FISCAL YEAR COVERED) MAXCO, INC PEER GROUP MARKET-US
<S> <C> <C> <C>
3/91 100 100 100
3/92 200 52 127
3/93 286 47 147
3/94 429 46 158
3/95 457 35 176
3/96 496 29 239
</TABLE>
- -------------------------
* $100 invested on 03/31/91 in stock or index -- including reinvestment of
dividends. Fiscal year ending March 31.
(1) The CRSP Total Return Index for the NASDAQ Stock Market (US Companies) is
composed of all domestic common shares traded on the NASDAQ National Market
and the NASDAQ Small-Cap Market.
(2) The peer group consists of ten companies whose stock is publicly traded and
whose market capitalizations are slightly above and below the Company's
capitalization in a range from $36.52 Million to $36.76 Million. Because of
the diversified nature of the businesses represented by its subsidiary
companies, the Company is unable to identify a published industry or line of
business index or a group of peer issuers in comparable businesses which are
sufficiently similar to allow meaningful comparison. Therefore, the Company
has elected to compare its performance with a group of issuers having
similar market capitalizations as allowed by SEC rules.
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<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following Table sets forth certain information as of June 30, 1996, as
to the equity securities of the Company owned beneficially by beneficial owners
of 5% or more of the Company's securities, by each Director and Nominee and by
all Directors and Officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-----------------------------------------------------------------------------
SOLE VOTING SHARED VOTING
AND INVESTMENT AND INVESTMENT % OF
NAME OF BENEFICIAL OWNER TITLE OF CLASS POWER POWER CLASS
- ------------------------- ----------------------------------- -------------- -------------- -----
<S> <C> <C> <C> <C>
Max A. Coon.............. Common Stock 916,458 18,487(1) 22.1 %
Series Two Convertible Preferred 3,500(2) 2,000(2) 30.6 %
Stock
Series Three Preferred Stock 3,240(3) 20.2 %
Andrew S. Zynda.......... Common Stock 702,740 14,000 16.9 %
Series Two Convertible Preferred 5,000(2) 27.8 %
Stock
Eric L. Cross............ Common Stock 155,005(4) 3.6 %
Charles J. Drake......... Common Stock 25,000 *
Joel I. Ferguson......... Common Stock 5,000 *
Richard G. Johns......... Common Stock 115,160(5) 1,000 2.7 %
Vincent Shunsky.......... Common Stock 117,409(6) 1,000 2.7 %
Series Three Preferred Stock 30 *
J. Michael Warren........ Common Stock 16,000 *
Series Three Preferred Stock 60 *
James F. White........... Common Stock 1,000 *
All Directors and
Officers as a group,
including the above,
totalling in number
9...................... Common Stock 2,037,772 72,357(7) 47.6 %
Series Two Convertible Preferred 3,500 7,000 58.3 %
Stock
Series Three Preferred Stock 30 3,300 20.7 %
Fidelity Capital Builder
Fund................... Common Stock 420,000 9.9 %
</TABLE>
- -------------------------
* Beneficial ownership does not exceed one percent (1%)
(1) Represents shares owned by Mr. Coon's immediate family.
(2) Each share of Series Two Convertible Preferred Stock may be converted at the
option of the holder into approximately 13 shares of common stock.
(3) Represents shares owned by a charitable foundation of which Mr. Coon is one
of the trustees.
(4) Includes 82,500 shares on which Mr. Cross is presently eligible to exercise
options.
(5) Includes 42,500 shares on which Mr. Johns is presently eligible to exercise
options.
(6) Includes 82,500 shares on which Mr. Shunsky is presently eligible to
exercise options.
(7) Includes 21,270 shares owned by Maxco, Inc. 401(k) Employees Savings Plan of
which Messrs. Coon, Shunsky, and Cross are Trustees.
The address of Fidelity Capital Builder Fund is 82 Devonshire St., Boston,
MA 02109.
The addresses of Mr. Coon and Mr. Zynda are both 1118 Centennial Way,
Lansing, Michigan.
10
<PAGE> 12
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP served as auditors for the Company for the
fiscal year ended March 31, 1996. The Company periodically evaluates its
external audit requirements and will make a decision based on cost, response
time and quality of services available. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting of Shareholders and will be
available to respond to appropriate questions, and will have the opportunity to
make a statement if they desire to do so.
SHAREHOLDER PROPOSALS
Any proposals which shareholders of the Company intend to present at the
next annual meeting of the Company must be received by the Company by April 3,
1997, for inclusion in the Company's proxy statement and proxy form for that
meeting.
OTHER BUSINESS
The management knows of no other matters that will come before the meeting.
However, if other matters do come before the meeting, the proxy holders will
vote in accordance with their best judgement. The cost of solicitation of
proxies will be borne by the Company. In addition to solicitations by use of the
mails, Officers and regular employees of the Company may solicit proxies by
telephone or in person.
By Order of the Board of Directors
Eric L. Cross
Secretary
11
<PAGE> 13
MAXCO, INC.
Proxy solicited on behalf of the Board of Directors for Annual Meeting
of Shareholders to be held August 27, 1996.
The undersigned hereby constitutes and appoints Max A. Coon and Eric L.
Cross, and each or any of them, attorney and proxy for and in the names and
stead of the undersigned, to vote all stock of Maxco, Inc. (Maxco) on all
matters, unless the contrary is indicated herein, at the Annual Meeting of
Shareholders to be held at the corporate office, 1118 Centennial Way, Lansing,
Michigan, on August 27, 1996 at 3:30 p.m. local time or at any adjournments
thereof, according to the number of votes that the undersigned could vote if
personally present at said meeting. The undersigned directs that this proxy be
voted as follows:
1. ELECTION OF DIRECTORS
FOR all nominees listed below (except
as marked to the contrary below).
M. Coon V. Shunsky
E. Cross J. M. Warren
C. Drake J. White
J. Ferguson A. Zynda
R. Johns
WITHHOLD AUTHORITY to vote for all
nominees listed below
INSTRUCTION: To WITHHOLD AUTHORITY to vote for any individual nominee
write that nominee's name in the space provided below:
In their discretion, the Proxies are authorized to vote upon such other
business as 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 Proposal 1.
DATED:________________________,1996
________________________________________
________________________________________
NOTE: When shares are held by joint tenants, both should sign. When
signing as attorney, as executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by President or other authorized Officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
