<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 (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 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] 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.:
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(3) Filing party:
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(4) Date filed:
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<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 26, 1997, 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 25, 1997.
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, 1997
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 26, 1997, at 3:30 p.m., or any
adjournments thereof. This Proxy Statement is being mailed to Maxco Shareholders
on or about August 1, 1997, to all holders of record of common stock of the
Company as of the close of business on July 25, 1997.
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 25, 1997, 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, 1997,
the Company had 3,517,680 shares of Common Stock and 15,426 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.
2
<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 62 1969
MAXCO, INC.
Eric L. Cross............... Director, Executive Vice President and Secretary 54 1972
of MAXCO, INC.
Charles J. Drake............ Director of MAXCO, INC., President of Medar, 57 1982
Inc., a Farmington Hills, Michigan based
manufacturer of micro-processor based controls
and inspection systems of which Maxco owns 21%.
Joel I. Ferguson............ Director of MAXCO, INC., President of F&S 58 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. 53 1990
Vincent Shunsky............. Director, Vice President of Finance and 48 1983
Treasurer of MAXCO, INC.
J. Michael Warren........... Director of MAXCO, INC., General Counsel of 57 1979-1981
MAXCO, INC., and President of Warren Cameron 1983-present
Faust & Asciutto, P.C.
Michael W. Wisti............ Director of MAXCO, INC., President of Atmosphere 58 1997
Annealing, Inc., a Lansing, Michigan based
provider of heat treating services which was
acquired by Maxco, Inc. in January 1997.
Andrew S. Zynda............. Director of MAXCO, INC., Chairman of the Board 76 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 21%
owned investment of Maxco, Inc. 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 one time during the fiscal year to
establish compensation levels for the Executive Officers and to authorize the
levels and timing of bonuses. 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.
During the last fiscal year there were a total of 5 meetings of the Board
of Directors. Messrs. Ferguson and Drake attended less than 75% of the meetings.
3
<PAGE> 5
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 62
MAXCO, INC.
Eric L. Cross.......................... Executive Vice President, Secretary and Director of 54
MAXCO, INC.
Richard G. Johns....................... Vice President and Director of MAXCO, INC. 53
Vincent Shunsky........................ Vice President of Finance, Treasurer and Director of 48
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 discretion to set
executive compensation where in its judgment external, internal or an
individual's circumstances warrant it.
4
<PAGE> 6
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, 1997, the following measures of Company performance were selected: net
sales, consolidated 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
The Company has two 401(k) Employee Savings Plans covering substantially
all employees of the Company. The 401(k) plans are "cash or deferred" plans
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 in the percentages specified
in the plan documents. In addition, a separate employer contribution may be made
at the discretion of the Board. The plans do not contain established termination
dates and it is not anticipated that they 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
5
<PAGE> 7
Exchange Commission relating to executive compensation, did not exceed 10% of
salary for the year ended March 31, 1997.
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, 1997 was $220,000 and his bonus for
such year was $1,250,000, of which $500,000 did not become payable until July
1997.
Significant factors in establishing Mr. Coon's compensation were the 25%
increase in net sales from continuing operations and a $3.8 million improvement
in income from continuing operations from the prior year. Mr. Coon's role in the
restructuring of the Company through the sales of the Company's interest in
FinishMaster Stock and its Wright Plastics Products and Akemi subsidiaries,
which created a net after tax gain of $22 million, was also a major factor.
Additionally, Mr. Coon was instrumental in the Company's acquisition of
Atmosphere Annealing.
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............................ 1997 220,000 1,250,000(3) 500 0 3,400
Chief Executive Officer 1996 220,000 0 400 0 3,348
1995 200,000 300,000 200 0 3,348
Eric L. Cross.......................... 1997 132,000 400,000 500 0 3,400
Executive Vice President 1996 132,000 0 400 42,500 2,904
1995 132,000 100,000 200 0 3,348
Richard G. Johns....................... 1997 125,000 200,000 400 0 3,400
Vice President 1996 125,000 0 300 22,500 2,750
1995 100,000 40,000 200 0 3,300
Vincent Shunsky........................ 1997 132,000 400,000 500 0 3,400
Vice President of Finance 1996 132,000 0 400 42,500 2,904
1995 132,000 100,000 200 0 3,348
</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 eligible compensation.
(3) Includes $500,000 which did not become payable until July 1997.
6
<PAGE> 8
OPTIONS
The following table summarizes the options exercised by the persons named
in the Summary Compensation Table, above, and the value of the options held by
such persons at the year end. No options were granted to the named individuals
during the year ended March 31, 1997. All of the options held by the named
individuals are presently exercisable.
OPTION EXERCISES DURING FISCAL 1997
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
NAME AND SHARES ACQUIRED VALUE OPTIONS AT OPTIONS AT
PRINCIPAL POSITION ON EXERCISE(#) REALIZED ($) FISCAL YEAR END FISCAL YEAR END
------------------ --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Max A. Coon............................. 0 0 0 0
Chief Executive Officer
Eric L. Cross........................... 20,000 $123,500 62,500 $110,000
Executive Vice President
Richard G. Johns........................ 10,000 $ 41,880 32,500 $ 55,000
Vice President
Vincent Shunsky......................... 20,000 $123,500 62,500 $110,000
Vice President of Finance
</TABLE>
TRANSACTIONS WITH MANAGEMENT
The Company's joint venture, L/M Associates, LLC, 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 additionally maintains a 2% limited partnership interest in a
real estate 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.
Mr. J. Michael Warren is currently a Director of the Company. During the
year ended March 31, 1997, the Company and its subsidiaries paid $306,179 to
Warren 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 had previously owned in FinishMaster, Inc. As part of
that transaction, the Buyer required the individuals named in the Summary
Compensation Table, above, to enter into non-competition agreements, with
consideration of $84,089 which was paid to each of the named individuals in July
1997.
In July 1996, the Company purchased 300,000 shares of its common stock from
Andrew S. Zynda, one of the Company's directors, for $9.875 per share. The
purchase price was established based on the market price for the Company's
common stock at the time of the transaction.
In January 1997, the Company purchased the business and substantially all
of the assets of Atmosphere Annealing, Inc. for approximately $12.8 million,
including the assumption of liabilities of approximately $6.4 million, cash of
$3.2 million and the balance in the form of a subordinated note. The spouse of
Maxco Chairman, Max A. Coon, and Michael W. Wisti, one of the Company's
directors, were both 25% owners of Atmosphere Annealing.
7
<PAGE> 9
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, 1997, Max A. Coon and Andrew S. Zynda each filed one
late Form 4 covering one transaction.
8
<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, 1992, 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 MAXCO, INC PEER GROUP NASDAQ STOCK
(FISCAL YEAR COVERED) MARKET-US
<S> <C> <C> <C>
3/92 100 100 100
3/93 143 106 115
3/94 214 121 124
3/95 229 103 138
3/96 248 101 187
3/97 196 105 208
</TABLE>
- -------------------------
* $100 invested on 3/31/92 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 $25.26 Million to $25.40 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.
9
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following Table sets forth certain information as of June 30, 1997, 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 859,709 18,487(1) 24.9%
Series Three Preferred Stock 3,240(2) 20.3%
Series Four Preferred Stock(3) 7,000 15.1%
Series Five Preferred Stock(3) 3,216 47.3%
Andrew S. Zynda................ Common Stock 382,740 14,000 11.3%
Series Four Preferred Stock(3) 10,000 21.5%
Eric L. Cross.................. Common Stock 155,005(4) 4.3%
Charles J. Drake............... 0 *
Joel I. Ferguson............... Common Stock 5,000 *
Richard G. Johns............... Common Stock 115,160(5) 3.2%
Vincent Shunsky................ Common Stock 117,409(6) 1,000 3.3%
Series Three Preferred Stock 30 *
J. Michael Warren.............. Common Stock 16,000 *
Series Three Preferred Stock 60 *
Michael W. Wisti............... 0 *
All Directors and Officers as a
group, including the above,
totaling in number 9......... Common Stock 1,635,023 49,487(7) 45.8%
Series Three Preferred Stock 30 3,300 20.9%
Series Four Preferred Stock(3) 17,000 36.6%
Series Five Preferred Stock(3) 3,216 47.3%
Fidelity Capital Builder
Fund......................... Common Stock 400,000 11.4%
</TABLE>
- -------------------------
* Beneficial ownership does not exceed one percent (1%)
(1) Represents shares owned by Mr. Coon's immediate family.
(2) Represents shares owned by a charitable foundation of which Mr. Coon is one
of the trustees.
(3) Series Four and Series Five Preferred Stock are both nonvoting.
(4) Includes 62,500 shares on which Mr. Cross is presently eligible to exercise
options.
(5) Includes 32,500 shares on which Mr. Johns is presently eligible to exercise
options.
(6) Includes 62,500 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, 1997. 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 2,
1998, 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
SKU 0358-PS-97
<PAGE> 14
MAXCO, INC.
Proxy solicited on behalf of the Board of Directors for Annual Meeting of
Shareholders to be held August 26, 1997.
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 26, 1997 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 M. Wisti
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 Proposals 1 and 2.
DATED:________________________,1997
___________________________________
___________________________________
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.
