SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section(a) of the Securities Exchange
Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only(as permitted by Rule
14a-6(3)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c ) or Section
240.14a-12
Edison Control Corporation
(Name of Registrant as Specified in its Charter)
___________________________
(Name of person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
EDISON CONTROL CORPORATION
W60 N151 CARDINAL AVENUE
P.O. BOX 326
CEDARBURG, WI 53012
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
June 9, 1998
TO THE SHAREHOLDERS OF EDISON CONTROL CORPORATION
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Edison Control Corporation (the "Company") which will be
held on Tuesday, June 9, 1998 at 9:00 A.M. Central Time, at the American
Club on Highland Drive in Kohler, WI 53044.
The meeting and any adjournment thereof will consider and take action upon
the following matters:
(1) To elect seven directors to serve until the next annual meeting of
shareholders;
(2) To approve the proposed amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
Common Stock, $.01 par value, from 10,000,000 to 20,000,000; and
(3) To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 17, 1998
as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
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 YOU ATTEND THE MEETING IN
PERSON, YOU MAY REVOKE THE PROXY AND VOTE YOUR OWN SHARES.
By order of the Board of Directors.
Jay R. Hanamann
Secretary
Cedarburg, WI
May 1, 1998
<PAGE>
EDISON CONTROL CORPORATION
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
June 9, 1998
This Proxy Statement is first being mailed to shareholders on or about May
1, 1998 in connection with the solicitation of proxies for use at the 1998
Annual Meeting of Shareholders (the "Annual Meeting") of Edison Control
Corporation (the "Company"), to be held on June 9, 1998 at 9:00 A. M.,
Central Time, at the American Club on Highland Drive in Kohler, WI 53044
or at any adjournments or postponements 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
providing the Secretary of the Company with notice to such effect or a
duly executed proxy bearing a later date. If no instructions are
indicated, a proxy will be voted "For" the election of all nominees for
directors, "For" approval of the proposed amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares
of Common Stock from 10,000,000 to 20,000,000 (the "Authorized Stock
Amendment") and otherwise in accordance with the best judgment of the
proxy named in the proxy card. The person named as proxy intends to vote
in accordance with their discretion on any other matters which may
properly come before the Annual Meeting. Execution of a proxy given in
response to this solicitation will not affect a shareholder's right to
attend the Annual Meeting and vote. Shareholders who are present at the
Annual 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 April 17, 1998 are entitled to notice of and to vote
at the Annual Meeting. On that date, there were issued and outstanding
2,275,933 shares of Common Stock of the Company. Each outstanding share
is entitled to one vote at the Annual Meeting.
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 31, 1998, the number of
shares of Common Stock beneficially owned by (i) each director of the
Company, (ii) each of the executive officers named in the Summary
Compensation Table set forth below, (iii) all directors and executive
officers of the Company as a group, and (iv) each person known to the
Company to be the beneficial owner of more than 5% of the Common
Stock.
Percent
Name and Address of Number of Shares of
Beneficial Owner Owned Class
Robert L. Cooney 27,500 (1) 1.2%
John J. Delucca 28,000 (2) 1.2%
William B. Finneran 1,369,805 (3)(9) 48.7%
World Financial Center-34th Floor
New York, NY 10281
Jay R. Hanamann 81,944 (4) 3.5%
Alan J. Kastelic 163,889 (5) 6.9%
Mary E. McCormack 200,000 (6) 8.1%
Jay J. Miller 18,000 (2) .8%
William C. Scott 12,500 (7) .5%
All directors and executive 1,901,638 (8) 58.9%
officers as a group (8 in number)
Cramer Rosenthal McGlynn, Inc. 218,200 (9) 9.6%
520 Madison Avenue
New York, NY 10022
EDCO Partners LLLP 195,053 (9) 8.6%
4605 Denice Drive
Englewood, CO 80111
(1) Includes currently exercisable stock options to purchase 25,000
shares of Common Stock.
(2) Includes currently exercisable stock options to purchase 18,000
shares of Common Stock.
(3) Includes a warrant to purchase 500,000 shares of Common
Stock,currently exercisable stock options to purchase 35,000 shares,
which options expire June 4, 1998, and 4,760 shares owned by
two Uniform Gifts to Minors Act accounts, each for the benefit of one
of Mr. Finneran's children.
Mr. Finneran disclaims beneficial ownership of the 4,760 shares for
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or otherwise.
(4) Includes a currently exercisable stock option to purchase 48,611
shares of Common Stock.
(5) Includes a currently exercisable stock option to purchase 97,222
shares of Common Stock.
(6) Includes a currently exercisable stock option to purchase 200,000
shares of Common Stock.
(7) Includes a currently exercisable stock option to purchase 12,500
shares of Common Stock.
(8) Includes currently exercisable stock options and warrants, which in
aggregate are exercisable for 954,333 shares of Common Stock.
(9) Based on information set forth in indicated party's Schedule 13D or
13G as filed with the Securities and Exchange Commission and the
Company.
ELECTION OF DIRECTORS
General
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 common stock
present and voting at the Annual Meeting for the election of each nominee
is required for his or her election. For this purpose, "plurality" means
the individuals receiving the largest number of votes are elected as
directors, up to the maximum number of directors to be chosen at the
Annual Meeting. Therefore, any shares of Common Stock which are not voted
on this matter at the Annual Meeting, whether by abstention, broker non-
vote or otherwise, will have no effect on the election of directors at the
Annual Meeting.
The Board of Directors has fixed the number of directors to be elected at
the Annual Meeting at seven. The shares represented by proxies submitted
will be voted for the election as directors of the persons named below
unless authority to do so is withheld. The directors elected will hold
office until the Company's next annual meeting of shareholders or until
their respective successors are duly elected. If any nominee is unable to
serve as a director prior to the Annual Meeting, then all submitted
proxies will be voted for a substitute nominee selected by the Board and
the others named below, unless authority to vote for such replaced
director or all directors was withheld.
Director
Name Company Office(s) Since Age
William B. Finneran Chairman of the Board and 1991 57
Director
Robert L. Cooney Director (2) 1997 64
John J. Delucca Director (1) 1991 54
Alan J. Kastelic Director 1997 54
President and Chief
Executive Officer of
Construction Forms, Inc.
Mary E. McCormack Director 1995 44
Jay J. Miller Director (1)(2) 1991 65
William C. Scott Director 1997 64
_____________
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
William B. Finneran is a Managing Director of CIBC Oppenheimer Corp., an
investment banking firm, with which he has been associated since 1972.
Mr. Finneran is a Director of 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.
Robert L. Cooney is a Partner of Cooney, Schroeder & Co., a consulting
firm which he co-founded in February 1997. Mr. Cooney was a Managing
Director-Equity Capital Markets at CS First Boston from 1977 to January
1997. Prior to joining CS First Boston, he was a Senior Vice President,
Director and Equity Sales Manager at Wertheim & Co. from 1973 to 1977 and
Vice President, Director and Equity Sales Manager at Mitchell, Hutchins &
Co. from 1967 to 1973. Mr. Cooney began his career at The First Boston
Corporation where he was an Assistant Vice President in the government
securities department from 1962 to 1967. He also served as a Lieutenant
in the United States Navy.
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/testing company.
Alan J. Kastelic was appointed President and Chief Executive Officer of
Construction Forms, Inc. on June 21, 1996 when Construction Forms, Inc.
was acquired by the Company. Mr. Kastelic had previously been Executive
Vice President and Chief Operating Officer of Construction Forms, Inc.
which he joined in 1977. Prior to joining Construction Forms, Mr.
Kastelic was Manufacturing Manager at Badger Dynamics and Chief Cost
Accountant, Material Control Manager and Manager of Manufacturing at the
PCM Division of Koehring Corporation.
Mary E. McCormack was President and Chief Executive Officer of the Company
from February 1995 to February 1998. Prior to working with 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.
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. He
is currently serving as Chairman of the Board of AmTrust Pacific Ltd., a
New Zealand property company.
William C. Scott has been the Chairman and Chief Executive Officer of
Panavision Inc. since 1988. Panavision is a leading designer and
manufacturer of high-precision film camera systems, comprising of cameras,
lenses and accessories for the motion picture and television industries.
From 1972 until 1987, Mr. Scott was President and Chief Operating Officer
of Western Pacific Industries Inc., a manufacturer of industrial products.
Prior to 1972, Mr. Scott was a Group Vice President of Cordura Corporation
for three years and a Vice President of Booz, Allen & Hamilton for five
years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF ALL DIRECTOR
NOMINEES SET FORTH ABOVE.
Committees, Meetings and Attendance
The Board of Directors of the Company has two standing committees: an
Audit Committee and a Compensation Committee. The Board of Directors does
not have a Nominating Committee; the Board as a whole performs this
function.
The Audit Committee, which met once during the year ended January 31,
1998, recommends to the Board of Directors independent auditors for
selection by the Company, discusses with the independent auditors the
scope and results of audits, and approves and reviews any nonaudit
services performed by the Company's independent auditing firm.
The Compensation Committee, which met once during the year ended January
31, 1998, establishes all forms of compensation for the officers of the
Company, administers the Company's benefit plans and responds to
Securities and Exchange Commission requirements on compensation committee
reports.
The Board of Directors of the Company held three meetings during the year
ended January 31, 1998. Each director who was a director during the year
ended January 31, 1998 attended all of the meetings of the Board of
Directors and committees on which he or she serves, except that Mr.
Delucca was absent from all three meetings. However, Mr. Delucca was
consulted at various times throughout the year.
Director Compensation
Directors who are not executive officers of the Company each receive an
annual retainer of $15,000. Directors of the Company do not receive
additional compensation for attendance at Board of Director meetings or
committee meetings. Mr. Finneran, Chairman of the Board, is not a full
time employee of the Company; however, he has devoted considerable time to
portfolio management, the search for an acquisition and consideration of
the Company's current business operation. For fiscal 1997, Mr. Finneran
received compensation of $100,000. Mr. Cooney and Mr. Scott were granted
stock options to purchase 25,000 shares of Common Stock on May 29, 1997
and October 15, 1997, respectively, exercisable at $3.50 per share. Such
options vest in fifty percent increments at six months and one year after
the date of grant. On May 29, 1997 and October 15, 1997, the closing
price for the Company's Common Stock was $3.50 and $4.25, respectively.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the annual and long-term compensation for
the Company's Chief Executive Officer and other named executives who
earned in excess of $100,000 in fiscal 1997, as well as the total
compensation paid to each named executive for the Company's two previous
fiscal years:
<TABLE>
<CAPTION>
Name and Other Annual Options
Principal Position Year Salary($) Bonus($) Compensation($) Granted
(shares)
<S> <C> <C> <C> <C> <C>
Mary E. McCormack 1997 150,000 -0- -0- -0-
President and Chief 1996 150,000 25,000 -0- -0-
Executive Officer 1995 136,731 -0- 200,000
-0-
Alan J. Kastelic(1) 1997 155,000 80,000 4,750 (2) -0-
President and Chief 1996 145,000 60,000 4,520 (2) 97,222
Executive Officer of 1995 -0- -0- -0-
Construction Forms, Inc -0-
Jay R. Hanamann(1) 1997 92,000 50,000 3,960 (2) -0-
Secretary, Treasurer 1996 84,000 40,000 3,720(2) 48,611
and Chief Financial Officer 1995 -0- -0- -0- -0-
(1) Executives of acquired companies. Jay R. Hanamann became Chief
Financial Officer and Treasurer of the Company on July 1, 1996 and
became Secretary on December 3, 1996. Alan J. Kastelic was appointed
President and Chief Executive Officer of Construction Forms, Inc. on
June 21, 1996.
(2) Represents the Company matching amount to the 401(k) Plan.
Option Grants in Last Fiscal Year
The Company did not grant options to any of the named executive officers
during the year ended January 31, 1998.
Option Exercises in Fiscal 1997 and Fiscal Year-End Option Values
The following table presents the value of unexercised options held by the
named executive officers at January 31, 1998. No options were exercised
in fiscal 1997 by the named executive officers.
Number of Value of
unexcerised unexercised
options options
at fiscal year at fiscal year
end (shares) end ($)
Exercisable (E)/ Exercisable (E)/
Unexercisable (U) Unexercisable (U)
Jay R. Hanamann 48,611 E 60,764 E (1)
Alan J. Kastelic 97,222 E 121,528 E (1)
Mary E. McCormack 200,000 E 50,000 E (1)
-------------
(1) Value was calculated by subtracting the respective option exercise
price from the fair market value of the Common Stock on January 30,
1998 which was the closing sale price of $4.25 per share as reported
by NASDAQ.
Benefit Plans
The Company has a noncontributory defined benefit pension plan, which
relates to the acquired companies, covering substantially all full-time
employees. The plan provides for benefits based on years of service and
compensation.
The following table shows the estimated annual straight-life annuity
benefit payable under the qualified retirement program to employees with
the specified Maximum Average Salary (average salary during the five
consecutive years that compensation was the highest within the last 10
years) and specified years of service upon retirement at age 65, after
giving effect to adjustments for Covered Compensation:
Maximum Years of Service
Average Salary(1) 15 20 25 30 35
125,000 13,250 17,667 22,084 26,501 26,501
150,000 17,750 23,667 29,584 35,501 35,501
175,000 19,550 26,067 32,584 39,101 39,101
200,000 19,550 26,067 32,584 39,101 39,101
________
(1) Section 401(a)(17) of the Internal Revenue Code limits the annual
compensation which can be recognized in a qualified plan. The
current limit for 1997 is $160,000.
(2) Section 414 of the Internal Revenue Code currently limits the annual
benefits to $130,000 (estimated) for retirement under the Plan after
December 31, 1997.
The 1997 compensation used to calculate the Maximum Average Salary and the
number of years of credited service for Alan Kastelic were $162,000 and 21
years, respectively, and for Jay Hanamann were $93,000 and 7 years,
respectively. All the other officers or directors are not covered by the
Plan.
The Company also has a retirement savings and thrift plan (401(k) plan),
which relates to the acquired companies, covering substantially all of its
employees. For each employee contribution to the 401(k) plan of up to 6%
of the employee's compensation for a year, the Company matches one-half of
the employee 401(k) contribution.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file reports concerning the
ownership of the Company's Common Stock with the Securities and Exchange
Commission and the Company. Based solely upon the information provided to
the Company by individual directors and executive officers, the Company
believes that during the fiscal year ended January 31, 1998 all of its
directors and officers complied with the Section 16(a) filing
requirements.
Compensation Committee Report on Executive Compensation
The Compensation Committee has submitted the following report for fiscal
year 1997:
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 in fiscal year 1997 were assisting in the integration into the
Company of Construction Forms, Inc. ("ConForms") and its affiliates, which
were acquired in 1996, as well as monitoring the activities of ConForms
and assisting in evaluating acquisition opportunities. As of February 1,
1998, Ms. McCormack's employment agreement with the Company was not
renewed.
Employment and stock option agreements were negotiated with Alan J.
Kastelic and Jay R. Hanamann, the Chief Executive and Chief Financial
Officers of ConForms, respectively, at the time of its acquisition. The
two-year employment agreements provide for a minimum salary and bonus and
terms and conditions on which their employment can be terminated. The
stock option agreements, as described above, were intended to provide such
key personnel with a proprietary interest in the Company and to better
identify their interests with those of the Company's shareholders. The
Company believes that the compensation paid to Mr. Kastelic and Mr.
Hanamann was at levels comparable to executives of similar sized companies
in related industries and reflected the achievements of ConForms during
the fiscal year.
Other than with respect to shareholder approved stock options and
warrants, the Compensation Committee does not anticipate taking any action
to conform the Company's executive compensation policies with Internal
Revenue Code Section 162(m).
Respectfully submitted,
John J. Delucca
Jay J. Miller
STOCK PERFORMANCE GRAPH
The graph in Exhibit 1 and the table below set forth the cumulative total
shareholder return (assuming reinvestment of dividends) to the Company's
shareholders during the five fiscal years ended January 31, 1998, as well
as an overall stock market index (S&P 500 Index) and the Company's peer
group indice for the periods covered (S & P Diversified Manufacturers
Index).
</TABLE>
<TABLE>
<CAPTION>
Annual Return Percentage
Years Ending
Company/Index Jan94 Jan95 Jan96 Jan97 Jan98
<S> <C> <C> <C> <C> <C>
Edison Control Corporation 237.50 -25.93 -5.00 -5.26 -5.56
S&P 500 Index 12.88 0.53 38.67 26.34 26.91
Manufacturing(Divers)-500 23.73 -0.13 46.57 32.34 17.37
<CAPTION>
Base Indexed Returns
Period Years Ending
Company/Index Jan93 Jan94 Jan95 Jan96 Jan97 Jan98
<S> <C> <C> <C> <C> <C>
Edison Control Corporation 100 337.50 250.00 237.50 225.00 212.50
S&P 500 Index 100 112.88 113.48 157.35 198.80 252.30
Manufacturing(Divers)-500 100 123.73 123.58 181.13 239.71 281.35
Note: Table prepared by Standard & Poor's Compustat Custom Business Unit
</TABLE>
AUTHORIZED STOCK AMENDMENT
General
The Company currently has 10,000,000 shares of Common Stock authorized.
The Board of Directors has approved for submission to shareholders and
recommends an amendment to the Company's Certificate of Incorporation to
increase the total number of authorized shares of Common Stock to
20,000,000.
Article 3 of the Company's Certificate of Incorporation currently
provides that the number of shares of Common Stock that the Company
is authorized to issue is 10,000,000 shares and the number of shares
of Preferred Stock the Company is authorized to issue is 1,000,000.
The Authorized Stock Amendment would amend and restate the first
paragraph of Article 3 of the Certificate of Incorporation to read as
follows:
3. Number of Shares. The aggregate number of shares of stock
which the Corporation shall have authority to issue is
twenty-one million (21,000,000) shares, of which twenty
million (20,000,000) shares are to be Common Stock with a
par value of $.01 per share and one million (1,000,000)
shares are to be Preferred Stock with a par value of $.01
per share.
As of March 31, 1998, 2,275,933 shares of Common Stock were outstanding.
In addition, there were approximately 1,010,000 shares of Common Stock
reserved for issuance under the Company's various plans and programs
involving Common Stock. The Company also has authorized 1,000,000 shares
of Preferred Stock, none of which are issued.
The Board of Directors believes it is desirable and in the best interests
of the Company and its shareholders to increase the number of shares of
Common stock to ensure that the Company will have a sufficient number of
authorized shares available in the future to provide it with the
flexibility to meet its business needs. If shareholders approve the
proposed amendment, then the Company will have additional shares available
for general corporate purposes, including stock splits, issuing stock in
connection with various incentive or employee plans, potential
acquisitions, raising additional capital and other uses.
The additional shares may be issued by the Board of Directors without
further shareholder approval unless required by New Jersey General
Corporation Law, the Internal Revenue Code, Nasdaq rules, the Company's
Certificate of Incorporation or other applicable law, regulation or rule.
The authorization of additional shares of Common Stock will enable the
Company, in many instances as the need may arise, to take timely advantage
of market conditions and the availability of favorable opportunities
without the delay and expense associated with the holding of a special
meeting of shareholders. The Company's Board of Directors believes that
the delay necessary for shareholder authorization of additional shares in
the context of a specific issuance could be detrimental to the Company and
its shareholders.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock now authorized.
Existing shareholders of the Company do not currently have preemptive
rights to purchase any shares of Common Stock and will not have any such
rights to purchase Common Stock issued in the future.
The Board of Directors does not intend to issue any shares of Common Stock
except on terms that the Board believes to be in the best interests of the
Company and its shareholders. Depending on the terms of issuance, the
issuance of additional shares of Common Stock may or may not have a
dilutive effect on the Company's then existing shareholders. Although the
Company does consider from time to time proposals or transactions
involving the issuance of additional shares of Common Stock, there is
currently no specific transaction contemplated that would result in the
issuance of the additional shares of Common Stock that the Company is
requesting shareholders to authorize.
As a result of the beneficial ownership of approximately 58.9% of the
voting power of the shares of Common Stock by the directors and executive
officers of the Company, the directors and executives may already be
deemed to control, or share in control, of the Company. Therefore, the
Company does not view the Authorized Stock Amendment as part of an "anti-
takeover" strategy. The Authorized Stock Amendment is not being advanced
as a result of any known effort by any party to accumulate shares of
Common Stock or to obtain control of the Company. See "Share Ownership of
Directors, Officers and Certain Beneficial Owners".
Vote Required
The affirmative vote of a majority of the votes entitled to be cast at the
Annual Meeting by holders of the shares of Common Stock is required to
approve the Authorized Stock Amendment. Shares of Common Stock
represented by executed but unmarked proxies will be voted "FOR" the
Authorized Stock Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ADOPTION OF
THE AUTHORIZED STOCK AMENDMENT.
GENERAL
Proposals of shareholders intended to be presented for action at the 1999
Annual Meeting of Shareholders must be received at the Company's offices
no later than January 2, 1999 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.
The Annual Report of the Company for the fiscal year ended January 31,
1998, including financial statements (the "Annual Report"), and the
Company's Annual Report on Form 10-K (without exhibits) was mailed to
shareholders, together with this Proxy Statement, on or about May 1, 1998.
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.
On November 15, 1996, following consultation with the Board of Directors
of the Company, management of the Company dismissed the Company's
independent auditors, Ernst and Young LLP ("E & Y"), effective as of such
date. On the same date, management of the Company engaged Deloittee &
Touche LLP ("D & T"), the ConForms' auditors, as the Company's independent
auditors.
The E & Y reports on the Company's financial statements for the fiscal
year ended December 31, 1995 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. During the fiscal year ended
December 31, 1995 and the subsequent interim period preceding dismissal,
the Company did not have any disagreements with E & Y on any matter of
accounting principle or practices, financial statement disclosure or
auditing scope of procedures, which, if not resolved to the satisfaction
of E & Y, would have caused it to make reference to the subject matter of
the disagreements in connection with its report.
D & T, which firm has served as auditor for the Company's fiscal years
ended January 31, 1998 and 1997 and the one-month transition period ended
January 31, 1996, 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 for
appropriate shareholder questions.
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 of 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 R. Hanamann
Secretary
May 1, 1998
<PAGE>
[Front]
EDISON CONTROL CORPORATION
1998 ANNUAL MEETING OF SHAREHOLDERS - JUNE 9, 1998
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jay Hanamann and Alan Kastelic, and each
or either of them as proxies, each with the power to appoint his
substitute, and hereby authorizes each or either of them to represent and
to vote, as designated below, all the shares of Common Stock of Edison
Control Corporation held of record by the undersigned on April 17, 1998 at
the 1998 Annual Meeting of Shareholders to be held on June 9, 1998 and
adjournment thereof.
Election of Directors [ ] FOR all nominees listed below
(except as marked to the contrary)
[ ] WITHHOLD authority to vote
or all nominees listed below
William B. Finneran, Robert L. Cooney, John J. Delucca, Alan J. Kastelic,
Mary E. McCormack, Jay J. Miller and William C. Scott
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.
2. Approval of amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from
10,000,000 to 20,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come
before the meeting and at any adjournment thereof.
(Continued on reverse side)
[Back]
(Continued from reverse side)
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 specified director nominees, FOR approval of
amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 10,000,000 to 20,000,000,
and on such other business as may properly come before the meeting in
accordance with the best judgment of the proxies named herein.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and accompanying Proxy Statement relating to the Company's 1998
Annual Meeting of Shareholders, the Company's Annual Report on Form 10-K
and the Company's 1997 Annual Report.
Dated:_______________________________, 1998
Signed:____________________________________
___________________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON.
When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
your 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 THIS PROXY CARD IMMEDIATELY USING THE
ENCLOSED ENVELOPE.
