EDISON CONTROL CORPORATION
140 ETHEL ROAD WEST
PISCATAWAY, NEW JERSEY 08854
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 3, 1996
TO THE SHAREHOLDERS OF EDISON CONTROL CORPORATION:
You are cordially invited to attend the Annual Meeting of Shareholders
of Edison Control Corporation ("the Company") which will be held on
Tuesday, December 3, 1996 at 8:00 A.M. Eastern Time, at 1301 Avenue of the
Americas, 34th Floor, New York, NY 10019-6013.
The meeting and any adjournment thereof will consider and take action
upon the following matters:
(1) To elect directors; and
(2) To transact such business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on October 30,
1996 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting. The share transfer books will not be
closed.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO COMPLETE, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING
PROXY, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
IF YOU ATTEND THE MEETING IN PERSON, YOU MAY REVOKE THE PROXY AND VOTE YOUR
OWN SHARES.
By order of the Board of Directors.
Jay J. Miller
Secretary
Piscataway, NJ
October 31, 1996
EDISON CONTROL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
December 3, 1996
This Proxy Statement is first being mailed to shareholders on or about
October 31, 1996 in connection with the solicitation of proxies for use at
the Annual Meeting of Shareholders (the "Annual Meeting") of Edison Control
Corporation (the "Company"), to be held on December 3, 1996 at 8:00 A.M.,
Eastern Time, at 1301 Avenue of the Americas, 34th Floor, New York, NY
10019-6013, and at any adjournment thereof.
The enclosed proxy is solicited by the Board of Directors of the
Company. Each proxy properly executed and returned by a shareholder and
not revoked will be voted in accordance with the shareholder's instructions
thereon. Any proxy may be revoked at any time before it is voted at the
meeting by filing with the Secretary of the Company notice to such effect
or a duly executed proxy bearing a later date. If no instructions are
indicated, the proxies will be voted for the election of the directors.
The persons named as proxies intend to vote in accordance with their
discretion on any other matters which may properly come before the Meeting
or any adjournment thereof. Shareholders who are present at the Meeting
may revoke their proxies and vote in person if they so desire.
Only holders of record of the Company's Common Stock, $.01 par value,
at the close of business October 30, 1996 are entitled to vote at the
Annual Meeting. On that date, there were issued and outstanding 2,250,933
shares of Common Stock of the Company. Each outstanding share is entitled
to one vote at the Annual Meeting.
MATTERS TO BE ACTED UPON
1. Five (5) directors are to be elected to hold
office until the next Annual Meeting of
Shareholders and until their respective successors
are elected and qualified.
2. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND
CERTAIN BENEFICIAL OWNERS
Security Ownership of Certain Beneficial Owners
Set forth below is certain information concerning each person who is
known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock on October 22, 1996:
Name and Address of Number of Shares Percent
Beneficial Owner Owned of Class (1)
William B. Finneran 1,233,285 (1)<F1> 41.8%
World Financial Center
34 Floor
New York, NY 10281
Edco Partners 195,053 6.6%
950 17th St.
Suite 1600
Denver, CO 80202
Cramer Rosenthal McGlynn, Inc. 168,300 (2)<F2> 5.7%
520 Madison Avenue
New York, NY 10022
<F1>
(1) Includes a currently exercisable Warrant to purchase 500,000 shares of
Common Stock (See "Certain Transactions" herein) and currently
exercisable stock options to purchase 60,000 shares, of which an
option to purchase 25,000 shares expires November 25, 1996 and an
option to purchase 35,000 shares expires June 4, 1998, but does not
include 4,740 shares owned by two Uniform Gifts to Minors Act
accounts, each account for the benefit of one of Mr. Finneran's
children: Mr. Finneran disclaims beneficial ownership of these shares
for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or otherwise.
<F2>
(2) Mr. Cramer, a Director of the Company, is affiliated with Cramer
Rosenthal McGlynn, Inc.
Security Ownership of Management and Directors
The following table sets forth as of October 22, 1996, information
concerning the beneficial ownership of Common Stock by each Director of the
Company and all Directors and Officers of the Company as a group:
Name of Number of Percentage
Beneficial Owner Shares Owned of Class(1)
Gerald B. Cramer 88,000 (2)<F2> 3.0%
John J. Delucca 28,000 (2)<F2> 0.9%
William B. Finneran 1,233,285 (1)<F1> 41.8%
Jay R. Hanamann 33,333 1.1%
Mary E. McCormack 133,333 (3)<F3> 4.5%
Jay J. Miller 18,000 (2)<F2> 0.6%
All Directors and
Officers as a group
(6 in number) 1,533,951 52.0%
<F1>
(1) Includes a currently exercisable Warrant to purchase 500,000 shares of
Common Stock (See "Certain Transactions" herein) and currently
exercisable stock options to purchase 60,000 shares, of which an
option to purchase 25,000 shares expires November 25, 1996 and an
option to purchase 35,000 shares expires June 4, 1998, but does not
include 4,740 shares owned by two Uniform Gifts to Minors Act
accounts, each account for the benefit of one of Mr. Finneran's
children; Mr. Finneran disclaims beneficial ownership of these shares
for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or otherwise.
<F2>
(2) Includes currently exercisable stock options to purchase 18,000
shares.
<F3>
(3) Includes a currently exercisable stock option to purchase 133,333
shares of Common Stock.
Change in Control
The Company knows of no contractual arrangement which may, at a
subsequent date, result in a change of control of the Company.
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of Directors to be elected
at the Annual Meeting at five. The shares represented by the proxies will
be voted in favor of the election as Directors of the persons named below
unless authority to do so is withheld. The Directors elected will hold
office for a term of one year or until their respective successors are duly
elected and qualify. If any nominee is not a candidate for election at the
Annual Meeting, an event which the Board of Directors does not anticipate,
the proxies will be voted for a substitute nominee and the others named
below.
Director
Name Company Office(s) Since Age
William B Finneran Chairman of the Board 1991 56
and Director
Gerald B. Cramer Director (1)<F1> 1992 66
John J. Delucca Director (2)<F2> 1991 53
Mary E. McCormack President, Chief Executive 1995 43
Officer and Director
Jay J. Miller Secretary and Director (1)<F1> 1991 63
<F1>
(1) Member of the Compensation Committee.
<F2>
(2) Member of the Audit Committee.
William B. Finneran is a Managing Director of Oppenheimer & Co., Inc.,
an investment banking firm, with which he has been associated since 1972.
Mr. Finneran is a Director of Champion Beverage, Inc., a beverage
manufacturer and retailer; Keystone Communications, Inc., a software
development company; National Planning Association, a non-profit advisory
board; and Covenant House, a non-profit charitable institution. Mr.
Finneran was elected Chairman of the Board of the Company in November,
1991.
Gerald B. Cramer is co-founder and Chairman of Cramer Rosenthal
McGlynn, Inc. With 40 years of investment experience, Mr. Cramer has the
overall responsibility of CRM's investment policy and is a portfolio
manager. Prior to co-founding CRM in 1973, he was a senior partner at
Oppenheimer & Company. He earned a BS from Syracuse and attended the
University of Pennsylvania Wharton Graduate School of Finance. Mr. Cramer
is Chairman Emeritus of Glenayre Technologies, Inc. a telecommunications
company which is traded on NASD. He also serves on the Boards of Oshap
Technologies and Tecnomatix Technologies Ltd. In 1993, he became a
director of the Glaucoma Foundation, and in May, 1995 he was elected to the
Board of Trustees of Syracuse University. He also served as a Lieutenant
in the United States Navy (Reserve).
John J. Delucca is Senior Vice President and Treasurer of RJR Nabisco.
Mr. Delucca was Chief Financial Officer of the Hascoe Association, a
private investment company from January, 1991 to September, 1993, President
and Chief Financial Officer for The Lexington Group from October, 1990 to
January, 1991, Senior Vice President of Finance and Managing Director of
the Trump Group from May, 1988 to October, 1990, and Senior Vice President
of Finance for International Controls Corporation from April, 1986 to May,
1988. Mr. Delucca is a Director of Enzo Biochem, Inc., a genetic research
and laboratory company and Kash N' Karry Food Stores, Inc., a Tampa,
Florida supermarket chain.
Mary E. McCormack was appointed President and Chief Executive Officer
of the Company on February 1, 1995. Prior to joining the Company, Ms.
McCormack was a Managing Director of Beechtree Capital Partners, Inc., a
boutique merchant banking firm which she co-founded in 1989. From 1983 to
1989, she served in a variety of capacities for the investment banking and
brokerage firm of Advest, Inc, most recently as Vice President-Corporate
Finance. Ms. McCormack is a Director of Star International Holdings, Inc.,
a manufacturer of commercial cooking appliances, and the Junior League of
Central Westchester, a non-profit charitable institution.
Jay J. Miller has been a practicing attorney in the State of New York
for more than 30 years. Mr. Miller is a director of Total-Tel USA
Communications, Inc., a provider of long distance telephone service, and
Vestro Natural Foods, Inc., a specialty food manufacturer and distributor.
He is currently serving as Chairman of the Board of Gulf Resources Pacific
Ltd., a New Zealand property company.
Board of Directors
The Board of Directors held 3 meetings during the year ended December
31, 1995. From time to time, the Board conferred informally. All
directors attended all meetings.
The Company's Audit and Compensation Committees each held 1 meeting
during 1995. The Board of Directors does not have a Nominating Committee.
Directors who are not executive officers of the Company each receive an
annual retainer of $5,000. Directors of the Company do not receive
additional compensation for attendance at Board of Director meetings or
committee meetings.
Required Shareholders' Vote
Assuming the presence of a quorum (a majority of the total issued and
outstanding shares of Common Stock of the Company), the favorable vote of
the holders of a plurality of the shares of the Company's stock present and
voting at the Annual Meeting for the election of each nominee is required
for his election.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation
for the Company's Chief Executive Officer and other named executives, as
well as the total compensation paid to each named executive for the
Company's two previous fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation Long-Term Compensation
<CAPTION> Other
All
Annual
Restricted LTIP Other
Name and Compen- Stock
Optional Pay- Compen-
Principal Position Year Salary($) Bonus($) sation($)
Awards($) SAR's(#) outs($) sation($)
<S> <C> <C> <C> <C> <C>
<C> <C> <C> <C>
William B. Finneran 1995 50,000 -0- -0- -0-
-0- -0- -0-
Chairman 1994 50,000 -0- -0- -0-
-0- -0- -0-
1993 50,000 -0- -0- -0-
-0- -0- -0-
John M. Sanzo (1)<F1> 1995 -0- -0- -0- -0-
-0- -0- -0-
President 1994 28,077 -0- -0- -0-
-0- -0- -0-
1993 100,962 -0- -0- -0-
-0- -0- -0-
Mary E. McCormack(2)<F2>1995 136,731 -0- -0- -0-
-0- -0-
President and Chief 1994 -0- -0- -0- -0-
-0- -0- -0-
Executive Officer 1993 -0- -0- -0- -0-
Jack V. Miller (3)<F3> 1995 88,488 -0- -0- -0-
-0- -0- -0-
Chief Financial Officer 1994 81,876 -0- -0- -0-
-0- -0- -0-
and Vice President 1993 -0- -0- -0- -0-
-0- -0- -0-
- ---------------
<FN>
<F1>
(1) Resigned as President June 17, 1994.
<F2>
(2) Joined the Company as President and Chief Executive Officer on February
1, 1995.
<F3>
(3) Resigned as Chief Financial Officer on July 1, 1996.
</FN>
</TABLE>
Option/SAR Grants in Last Fiscal Year
There were no Options/SAR's awarded in the fiscal year ended December 31, 1995
except an incentive option to Mary E. McCormack for 200,000 shares.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Options/SAR Values
<TABLE>
The following table summarizes options and SAR's exercised during 1995 and
presents the value of unexercised options and SAR's held by the named
executive at December 31, 1995:
<CAPTION> Number of
Value of
unexercised
unexercised
options/SAR's
options/SAR's
Shares at fiscal year
at fiscal
acquired Value end (#)
year end ($)
on realized exercisable (E)/
exercisable (E)/
Name exercise ($) unexercisable (U)
unexercisable (U)
<S> <C> <C> <C>
<C>
William B. Finneran -0- -0- 25,000 E
50,000 E (1)<F1>
35,000 E
70,000 E (1)<F1>
Mary E. McCormack -0- -0- 66,666 E
33,333 E (1)<F1>
133,334 U
66,667 U (1)<F1>
<FN>
<F1>
(1) Value is calculated by subtracting the exercise price from the fair
market value of the Common Stock on December 29, 1995 which was the last
trade in 1995 as reported by NASDAQ.
</FN>
</TABLE>
Long-Term Incentive Plan-Awards in the Last Fiscal Year
There were no long-term incentive plan-awards made by the Company
during the year ended December 31, 1995.
Pension Plan
``
The Company has no pension plan for employees, officers or directors.
Compensation Committee Report
The Compensation Committee has submitted the following report for
fiscal year 1995:
Mr. William B. Finneran, Chairman of the Board, is not a full time
employee of the Company; however, he devotes considerable time to portfolio
management, the search for an acquisition and consideration of the
Company's current business operation. For 1995, Mr. Finneran received
compensation of $50,000, based upon his successful management of the
Company's investment of its excess cash and his other efforts on behalf of
the Company. In addition, he received an option during 1993 to purchase
35,000 shares at a price of $2.50 per share, 50% of which vested in 1994
and the balance in 1995. The Compensation Committee believes Mr.
Finneran's renumeration is low given his experience and the results
achieved.
Ms. Mary E. McCormack was appointed President and Chief Executive
Officer of the Company effective February 1, 1995, the date on which she
was employed by the Company under a three year employment agreement. In
addition to cash compensation, Ms. McCormack received an option to purchase
an aggregate of 200,000 shares of the Company's Common Stock under the 1986
Stock Option Plan exercisable at $4.00 per share, of which 33% was vested
on the date of grant and 33% each on February 1, 1996 and February 1, 1997,
respectively. At the 1995 Annual Meeting, the shareholders approved the
grant.
Ms. McCormack's compensation package was heavily weighted to the
incentive stock option to better identify her interests with those of the
shareholders. Her cash compensation is considered to be in line with chief
executive officers of comparably sized businesses. Her principal
activities were identifying and negotiating an acquisition for the Company
which was successfully achieved in June, 1996 with the acquisition of
Construction Forms, Inc. and its affiliates.
Respectfully submitted,
Gerald B. Cramer
Jay J. Miller
Certain Transactions
In connection with the acquisition of Construction Forms, Inc. and its
affiliates in June, 1996, Mr. William Finneran, Chairman of the Board and a
principal shareholder of the Company, provided collateral to Bank Audi USA
of New York to support a guarantee of repayment of the principal and
interest on a long-term subordinated loan made by the Bank, the proceeds of
which were utilized in the acquisition. Mr. Finneran's guarantee is
limited to the value of the collateral. The foregoing arrangement was made
by Mr. Finneran to reduce the Company's cost of borrowed funds from that
which would have otherwise been available from an unaffiliated lender. In
consideration of his providing such collateral, the Company issued to Mr.
Finneran a ten year warrant to purchase 500,000 shares of the Company's
Common Stock exercisable at $1.60 per share. At the time the transaction
was negotiated, the Company's Common Stock was quoted in the over-the-
counter market at approximately $4.00 per share and on the date the
acquisition was consummated, the closing sale price in said market for the
Company's Common Stock was $7.50 per share. In approving the transaction,
the Board of Directors received an opinion of Commonwealth Associates, an
independent investment banking firm, that the Warrant issued to Mr.
Finneran for the limited guarantee and collateral was fair, from a
financial point of view to the holders of the Company's Common Stock.
Stock Performance Graph
The following table sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to the Company's shareholders during
the five year period ended December 31, 1995, as well as an overall stock
market index (S&P 500 Index) and the Company's peer group index (S&P
Electrical Equipment Industry Index):
PROPOSALS OF SHAREHOLDERS FOR 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented for action at the
1997 Annual Meeting of Shareholders must be received at the Company's
offices no later than May 15, 1997 to be considered for inclusion in the
Company's Proxy Statement and form of proxy relating to the meeting. The
terms and conditions of Rule 14a-8 under the Securities Exchange Act of
1934 will apply to any such submission.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December
31, 1995, including financial statements (the "Annual Report"), was mailed
to shareholders on or about October 31, 1996. No part of such Annual
Report shall be regarded as proxy soliciting material or a communication by
means of which any solicitation was being or is to be made.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young, which firm has served as auditor for the Company's
fiscal year ended December 31, 1995, has indicated that it expects to have
a representative present at the Annual Meeting. The representative will be
afforded the opportunity to make a statement, if he desires, and will be
available to appropriate shareholder questions.
VOTING AND SOLICITATION
The solicitation of proxies in the accompanying form is made by the
Board of Directors, and the cost thereof will be borne by the Company. The
Company may solicit proxies by mail, telephone, or telegraph. Brokerage
firms, custodians, banks, trustees, nominees, or other persons holding
shares in their names, will be reimbursed for their reasonable expenses in
forwarding proxy material to their principals.
As the date of this Proxy Statement, the Board of Directors is not
aware of any other matters to be presented at the meeting, but if any other
matters properly come before the meeting, it is intended that the persons
voting the accompany proxy will vote the shares represented thereby in
accordance with their best judgment.
It is important that proxies be returned promptly. Therefore, whether
or not you plan to attend in person, you are urged to execute and return
your proxy, to which no postage need be affixed if mailed in the United
States.
By Order of the Board of Directors.
Jay J. Miller,
Secretary
October 31, 1996
