WESTERBEKE CORPORATION
--------------------
Notice of Annual Meeting of Stockholders
to be held March 22, 1996
--------------------
Avon, Massachusetts
February 28, 1996
To the Holders of Common Stock
of WESTERBEKE CORPORATION:
The Annual Meeting of the Stockholders of WESTERBEKE CORPORATION will be
held at The Courtyard Marriott, 200 Technology Center Drive, Stoughton,
Massachusetts, on Friday, March 22, 1996 at 10:30 o'clock A.M., local time,
for the following purposes, as more fully described in the accompanying Proxy
Statement:
1. To elect one Class A director of the Company for the ensuing three
years.
2. To consider and take action upon a proposal to approve the
Westerbeke Corporation 1996 Stock Option Plan.
3. To consider and take action upon a proposal to ratify the Board of
Directors' selection of KPMG Peat Marwick LLP to serve as the
Company's independent auditors for the Company's fiscal year ending
October 26, 1996.
4. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on February 21, 1996 has been fixed by the Board
of Directors as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Meeting. A list of the stockholders
entitled to vote at the Meeting may be examined at the Company's executive
office located at Avon Industrial Park, Avon, Massachusetts during the ten-day
period preceding the Meeting.
By Order of the Board of Directors,
/s/ Carleton F. Bryant, III
Carleton F. Bryant, III, Secretary
You are cordially invited to attend the Meeting in person. If you do
not expect to be present, please mark, sign and date the enclosed form of
Proxy and mail it in the enclosed return envelope, which requires no postage
if mailed in the United States, so that your vote can be recorded.
PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about
February 28, 1996 to the persons entitled to receive the accompanying Notice
of Annual Meeting of Stockholders, is provided in connection with the
solicitation of Proxies on behalf of the Board of Directors of Westerbeke
Corporation (the "Company") for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on March 22, 1996, and at any adjournment or
adjournments thereof, for the purposes set forth in such Notice. The
Company's executive office is located at Avon Industrial Park, Avon,
Massachusetts 02322.
Any Proxy may be revoked at any time before it is exercised. The
casting of a ballot at the Meeting by a stockholder who may theretofore have
given a Proxy or the subsequent delivery of a Proxy will have the effect of
revoking the initial Proxy.
At the close of business on February 21, 1996, the record date stated
in the accompanying Notice, the Company had outstanding 2,070,850 shares of
common stock, $.01 par value ("Common Stock"), each of which is entitled to
one vote with respect to each matter to be voted on at the Meeting. The
Company has no class or series of stock outstanding other than the Common
Stock.
A majority of the issued and outstanding shares of Common Stock
present in person or by proxy will constitute a quorum for the transaction of
business at the Meeting. Abstentions and broker non-votes (as hereinafter
defined) will be counted as present for the purpose of determining the
presence of a quorum.
Directors are elected by plurality vote. Adoption of proposals 2 and
3 will require the affirmative vote of a majority of the shares of Common
Stock present and voting thereon at the Meeting. Shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a
vote against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled
to vote" on the matter and, thus, a broker non-vote or the withholding of a
proxy's authority will have no effect on the outcome of the vote on the
matter. A "broker non-vote" refers to shares of Common Stock represented at
the Meeting in person or by proxy by a broker or nominee where such broker or
nominee (i) has not received voting instructions on a particular matter from
the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on such matter.
At February 21, 1996, the record date for the Meeting, Mr. John H.
Westerbeke, Jr., the Chairman, President and a Class C Director of the
Company, owned approximately 52.1% of the outstanding Common Stock of the
Company. This ownership will enable him to elect the Board of Directors of
the Company and thereby control the Company's policies. To the Company's
knowledge, Mr. Westerbeke, Jr. will vote his shares of Common Stock in favor
of each of the proposals presented at the Meeting.
I. ELECTION OF DIRECTOR
One Class A director will be elected at the Annual Meeting of
Stockholders to be held on March 22, 1996, to serve for three years and until
a successor shall have been chosen and qualified. This is in accord with the
Company's Certificate of Incorporation which provides for the division of the
Board of Directors into three classes with the term of office for the Class A
director expiring at the Meeting. Class B directors and Class C directors
will be elected at the Annual Meetings to be held in 1997 and 1998,
respectively.
It is the intention of each of the persons named in the accompanying
form of Proxy to vote the shares of Common Stock represented thereby in favor
of the nominee listed in the following table, unless otherwise instructed in
such Proxy. In case the nominee is unable or declines to serve, such persons
reserve the right to vote the shares of Common Stock represented by such Proxy
for another person duly nominated by the Board of Directors in such nominee's
stead. The Board of Directors has no reason to believe that the nominee named
will be unable or will decline to serve.
The nominee, Gerald Bench, is presently serving as Class A director of
the Company. Certain information concerning the nominee for election as Class
A director and the other directors of the Company is set forth below. Such
information was furnished by them to the Company.
<TABLE>
<CAPTION>
Shares of Common Stock
Name and Certain Owned Beneficially Percent
Biographical Information as of January 1, 1996(1) of Class
- ------------------------ ------------------------ --------
Nominee for Election
- --------------------
<S> <C> <C>
GERALD BENCH (Class A director), -0- --
age 55; Partner, ICAP Marine
Group (consulting firm) since
April 1994; Chairman of TDG
Aerospace, Inc. (manufacturer of
aircraft de-icing devices) since
November 1993; President of TDG
Aerospace, Inc. from October
1991 to November 1993;
President, Thermion, Inc.
(manufacturer of heaters for
aircraft de-icing devices) from
April 1990 to September 1991;
General Manager, Lermer
Corporation (manufacturer of
airline galley equipment) from
June 1989 through March 1990;
former Chairman of the Board,
President, Chief Executive Officer
and Director of E&B Marine Inc.
(marine supplies and accessories)
prior to 1988; Director of the
Company since June 1986.
Directors Whose Term of Office
Will Continue After the Meeting
- -------------------------------
THOMAS M. HAYTHE (Class B 20,100 (2) *
director), age 56; Partner, Haythe
& Curley (attorneys) since
February 1982; Director:
Novametrix Medical Systems Inc.
(manufacturer of electronic
medical instruments), Guest
Supply, Inc. (provider of hotel
guest room amenities, accessories
and products), Isomedix Inc.
(provider of sterilization services),
Ramsay Health Care, Inc.
(provider of psychiatric health care
services) and Ramsay Managed
Care, Inc. (provider of managed
mental health care services);
Director of the Company since
June 1986.
NICHOLAS H. SAFFORD (Class B 20,100 (3) *
director), age 63; President,
Nicholas H. Safford & Co., Inc.
(investment counselor and private
trustee) since 1983 and from 1979
to 1981; President and director of
Wendell, Safford & Co., Inc.
(investment counseling firm) from
1982 to 1983; Vice President and
director of David L. Babson &
Co., Inc. (investment counseling
firm) prior to 1978; Director of the
Company since February 1991.
JAMES W. STOREY (Class B 20,100 (4) *
director), age 61; Consultant since
January 1993; President,
Wellingsley Corporation (private
investment management company)
from December 1986 to December
1992; President and Chief
Executive Officer of Codex
Corporation, a subsidiary of
Motorola, Inc., from 1982 to
1986; Vice President of Motorola,
Inc. from 1982 to 1986; Director:
Progress Software Corporation
(software) and Kurzweil Applied
Intelligence Inc. (software);
Director of the Company since
June 1986.
JOHN H. WESTERBEKE, JR. 1,178,250 (5) 54.4%
(Class C director), age 55;
President of the Company since
1976; Director of the Company
since 1976; Chairman of the Board
of Directors of the Company since
June 1986.
JOHN H. WESTERBEKE, SR., -0- --
(Class C director), age 86;
Founder of the Company;
Presently serving in various
engineering capacities with the
Company; Chairman of the Board
of Directors of the Company from
1946 to June 1986.
- -------------------
<F*> Less than one percent.
<F1> Except as indicated hereafter, each of the persons has sole voting and
investment power with respect to all shares shown in the table as
beneficially owned by him.
<F2> Consists of 20,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F3> Consists of 20,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F4> Consists of 20,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F5> Includes 100,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
</TABLE>
During the fiscal year ended October 28, 1995 the Board of Directors
of the Company met four times. Each of the persons named in the tables above
attended at least 75% of the meetings of the Board of Directors and of the
meetings of any committee of the Board of Directors on which such person
served which were held during the time that such person served, except Gerald
Bench.
The Board of Directors of the Company has a Stock Option Committee,
whose members are Messrs. Bench, Haythe, Safford and Storey, an Audit
Committee, whose members are Messrs. Bench, Haythe, Safford and Storey, a
Compensation Committee, whose members are Messrs. Bench, Haythe, Safford and
Storey, and an Investment Committee, whose members are Messrs. Safford, Storey
and Westerbeke, Jr.
The Stock Option Committee administers the Company's 1986 Stock Option
Plan and the Supplemental Stock Option Plan and determines the persons who are
eligible to receive options thereunder, the number of shares to be subject to
each option and the other terms and conditions upon which options under such
plans are granted and made exercisable. The Stock Option Committee will also
administer the 1996 Stock Option Plan. See "Approval of the Westerbeke
Corporation 1996 Stock Option Plan" below. The Audit Committee is authorized
to recommend to the Board of Directors the engaging and discharging of the
independent auditors, and to review with the independent auditors the plans
for and the results of the auditing engagement, the scope and results of the
Company's procedures for internal auditing, the independence of the auditors
and the adequacy of the Company's system of internal accounting controls. The
Compensation Committee is authorized to make recommendations to the Board of
Directors regarding compensation to be paid to key employees of the Company.
The Investment Committee is authorized to formulate investment strategies for
the Company and to submit recommendations relating to such investment
strategies to the Board of Directors.
The Audit Committee met once during the fiscal year ended October 28,
1995. The Compensation Committee, the Investment Committee and the Stock
Option Committee did not meet during the fiscal year ended October 28, 1995.
The Company does not have a Nominating Committee or any committee performing
similar functions.
The directors and officers of the Company, other than Messrs. Bench,
Haythe, Safford and Storey, are active in its business on a day-to-day basis.
Messrs. Westerbeke, Sr. and Westerbeke, Jr. are father and son. No other
family relationships exist between any of the directors and officers of the
Company.
The Company's Certificate of Incorporation contains a provision,
authorized by Delaware law, which eliminates the personal liability of a
director of the Company to the Company or to any of its stockholders for
monetary damages for a breach of his fiduciary duty as a director, except in
the case where the director breached his duty of loyalty, failed to act in
good faith, engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law, or obtained an improper personal benefit.
Compensation of Executive Officers
- ----------------------------------
The following table sets forth information for the fiscal years ended
October 28, 1995, October 29, 1994 and October 30, 1993 concerning the
compensation paid or awarded to the Chief Executive Officer and the other
executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- ------------
Fiscal Year
Name and Principal Ended All
Position October Salary Bonus Options (#) Other Compensation
- ------------------ ----------- ------ ----- ----------- ------------------
<S> <C> <C> <C> <C> <C>
John H. Westerbeke, Jr. 1995 $148,998 $ 5,730 - $51,920(1)
President, Chairman of the 1994 145,186 3,212 - 62,143(1)
Board of Directors and 1993 142,663 3,444 150,000 94,399(1)
Class C Director
Carleton F. Bryant, III (2) 1995 $ 94,500 $16,667 - -
Executive Vice President, 1994 94,500 2,173 - -
Treasurer, Chief Operating 1993 45,433 1,110 100,000 -
Officer and Secretary
- -------------------
<F1> Includes amounts ($31,980, $45,842 and $88,055 in fiscal 1995, 1994 and
1993, respectively) reflecting the current dollar value of the benefit
to Mr. Westerbeke of premiums paid by the Company with respect to a
split-dollar insurance arrangement (see "Employment Agreements" below
for a description of such arrangement). Such benefit was determined
by calculating the time value of money (using the applicable federal
rates) of the premiums paid by the Company in the fiscal years ended
October 28, 1995, October 29, 1994 and October 30, 1993 for the period
from the date on which each premium was paid until March 31, 1998
(which is the earliest date on which the Company could terminate the
agreement and request a refund of premiums paid). The amount for
fiscal 1993 is the aggregate of the benefit to Mr. Westerbeke of
payment of the first and second year premiums, both of which were paid
in fiscal 1993.
<F2> Effective May 3, 1993, Carleton F. Bryant, III became Executive Vice
President, Treasurer, Chief Operating Officer and Secretary of the
Company. See "Employment Agreements" below.
</TABLE>
The Company did not grant any stock options to the executive officers
named in the Summary Compensation Table during the fiscal year ended October
28, 1995.
The following table sets forth the number and value of options held by
the executive officers named in the Summary Compensation Table at October 28,
1995. During the fiscal year ended October 28, 1995, none of the executive
officers named in the Summary Compensation Table exercised any options to
purchase Common Stock.
OPTION VALUES AT OCTOBER 28, 1995
<TABLE>
<CAPTION>
Number of Unexercised Options at Value of Unexercised In--the--Money
October 28, 1995 Options at October 28, 1995(1)
-------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John H. Westerbeke, Jr. 100,000 70,000 $102,500 $78,750
Carleton F. Bryant, III 40,000 60,000 $ 40,000 $60,000
- -------------------
<F1> In-the-money options are those where the fair market value of the
underlying Common Stock exceeds the exercise price of the option. The
value of in-the-money options is determined in accordance with
regulations of the Securities and Exchange Commission by subtracting
the aggregate exercise price of the option from the aggregate year-end
value of the underlying Common Stock.
</TABLE>
Compensation of Directors
- -------------------------
The Company pays its directors a fee of $1,000 for attending each
meeting of the Board of Directors of the Company.
Employment Agreements
- ---------------------
The Company has an Employment Agreement (the "Agreement") with John H.
Westerbeke, Jr., the Chairman of the Board, President and Chief Executive
Officer of the Company, which provides for his employment by the Company at an
annual salary of $141,750, subject to increases based upon the Consumer Price
Index and at the discretion of the Company. The Agreement also provides for
payment of a bonus at the discretion of the Board of Directors of the Company.
Under the Agreement, Mr. Westerbeke may elect to have all or any part of his
base salary or bonus paid as deferred compensation in five annual installments
commencing in March following the year in which he retires or ceases to be
actively employed by the Company. Payments of deferred compensation are to be
made in cash and no special fund has been established to ensure the payment of
deferred compensation. The Agreement also requires the Company to pay
premiums for certain life insurance policies on the life of Mr. Westerbeke as
described below. The Agreement may be terminated by the Company upon the
disability of Mr. Westerbeke, by the Company with or without cause, and by Mr.
Westerbeke in the event there has occurred a constructive termination of
employment by the Company. In addition, in the event of a change in control
of the Company, as defined in the Agreement, Mr. Westerbeke may terminate his
employment during the one year period following such change in control, and in
such event, the Company will be required to pay him a lump sum cash payment in
an amount equal to three times his annual cash compensation during the most
recent five taxable years of the Company, less $1,000. In addition, in such
circumstances, the Company is required to continue to carry group life and
health insurance for Mr. Westerbeke for a three year period and is required to
pay any premiums payable on the split-dollar life insurance policies on his
life for a three year period. Under the Agreement, Mr. Westerbeke has agreed
not to compete with the Company for a period of one year following termination
of his employment.
The Company has entered into a split-dollar insurance arrangement with
Mr. Westerbeke, Jr., pursuant to which the Company will pay the premium costs
of certain life insurance policies that pay a death benefit of not less than
$2,419,153 in the aggregate upon the death of Mr. Westerbeke. Upon surrender
of the policies or payment of the death benefit thereunder, the Company is
entitled to repayment of an amount equal to the cumulative premiums previously
paid by the Company, with all remaining payments to be made to Mr. Westerbeke
or his beneficiaries. See footnote (1) to the "Summary Compensation Table"
above for further information on premium payments made by the Company.
The Company has an agreement with Carleton F. Bryant, III, the
Executive Vice President, Treasurer and Chief Operating Officer of the
Company, which provides for his employment by the Company at an annual salary
of $94,500. Under a related agreement Mr. Bryant agrees not to compete with
the Company for a period of three years following the termination of his
employment.
The Company has an agreement with John H. Westerbeke, Sr., a director
of the Company, which provides for his employment by the Company at an annual
salary of $35,000 until Mr. Westerbeke, Sr. retires. This agreement also
provides that following his retirement, Mr. Westerbeke, Sr. will act as a
consultant to the Company at an annual consulting fee of $30,000. The Company
paid Mr. Westerbeke, Sr. $35,000 during fiscal 1995.
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
- ------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock. Officers, directors and greater than ten percent
stockholders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no other
reports were required, during the fiscal year ended October 28, 1995 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
Certain Relationships and Related Transactions
- ----------------------------------------------
The Company leases a 40-foot sailboat from Mr. Westerbeke, Jr., the
Chairman of the Board, President and Chief Executive Officer of the Company,
pursuant to a lease expiring in July 1999. The Company pays an annual rental
to him of $31,920 and also pays approximately $10,000 to $15,000 of annual
expenses in connection with the operation and maintenance of the sailboat.
The Company makes use of the sailboat to evaluate the performance of its
marine engine products and for other corporate purposes. In July 1994, Mr.
Westerbeke, Jr. executed a promissory note payable to the Company in the
principal amount of $165,000. The proceeds of the loan were used by Mr.
Westerbeke, Jr. to purchase the sailboat which is leased to the Company as
described above. The loan, which is due June 1, 2004, is payable in equal
monthly installments which commenced on July 1, 1994, together with interest
at 7.75% per annum and is secured by the sailboat. Management of the Company
believes that the terms of the lease and of the secured loan are no less
favorable to the Company than it could obtain from an unrelated party.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
Thomas M. Haythe, a Class B director of the Company and a member of
the Compensation Committee, is a partner of the New York City law firm of
Haythe & Curley, which firm acted as legal counsel to the Company during the
past fiscal year. It is expected that Haythe & Curley will continue to render
legal services to the Company in the future.
Information Concerning Certain Stockholders
___________________________________________
The stockholders (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the knowledge
of the Board of Directors of the Company, owned beneficially more than five
percent of any class of the outstanding voting securities of the Company as of
January 1, 1996, each director and each executive officer named in the Summary
Compensation Table of the Company who owned beneficially shares of Common
Stock and all directors and executive officers of the Company as a group, and
their respective shareholdings as of such date (according to information
furnished by them to the Company), are set forth in the following table.
Except as indicated in the footnotes to the table, all of such shares are
owned with sole voting and investment power.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent
Name and Address Owned Beneficially of Class
________________ __________________ ________
<S> <C> <C>
FMR Corp. 213,738 (1) 10.4%
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors Inc. 103,200 (2) 5.0%
1299 Ocean Avenue
Santa Monica, California 90401
Gerald Bench 0 --
38 McKinley Drive
Ocean, New Jersey 07712
Thomas M. Haythe 20,100 (3) *
237 Park Avenue
New York, New York 10017
Nicholas H. Safford 20,100 (4) *
9 Cleaves Street
Rockport, Massachusetts 01966
James W. Storey 20,100 (5) *
3 Saddle Ridge Road
Dover, Massachusetts 02030
John H. Westerbeke, Jr. 1,178,250 (6) 54.4%
Avon Industrial Park
Avon, Massachusetts 02322
John H. Westerbeke, Sr. 0 --
Avon Industrial Park
Avon, Massachusetts 02322
Carleton F. Bryant, III 40,000 (7) 1.9%
Avon Industrial Park
Avon, Massachusetts 02322
All Directors and Officers as a
Group (seven persons) 1,278,550 (3)(4)(5)(6)(7) 56.4%
- --------------------
<F*> Less than one percent.
<F1> Information as to the holdings of FMR Corp. ("FMR") is based upon a
report on Schedule 13D filed with the Securities and Exchange
Commission. Such report indicates that 231,738 shares were
beneficially owned by FMR with sole voting power and sole dispositive
power.
<F2> Information as to the holdings of Dimensional Fund Advisors Inc.
("Dimensional") is based upon a report on Schedule 13G filed with the
Securities and Exchange Commission. Such report indicates that
103,200 shares were owned with sole dispositive power and 83,200
shares were owned with sole voting power. Such report indicates that
persons who are officers of Dimensional also serve as officers of DFA
Investment Dimensions Group Inc., an open-ended investment company
(the "Fund") registered under the Investment Company Act of 1940 and
in their capacity as officers of the Fund, such persons vote 20,000
shares owned by the Fund.
<F3> Consists of 20,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F4> Consists of 20,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F5> Consists of 20,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F6> Includes 100,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
<F7> Consists of 40,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bryant.
</TABLE>
To the Company's knowledge, there have been no significant changes in
stock ownership or control of the Company as set forth above since January 1,
1996.
II. APPROVAL OF THE WESTERBEKE CORPORATION
1996 STOCK OPTION PLAN
The Board of Directors has adopted, subject to stockholder approval at
the Meeting, the Westerbeke Corporation 1996 Stock Option Plan (the "1996
Plan"). The 1996 Plan will not become effective unless approved by the
holders of a majority of the shares of Common Stock present or represented and
voting thereon at the Meeting. The text of the 1996 Plan is set forth in
Exhibit A hereto.
The following discussion of the material features of the 1996 Plan is
qualified by reference to the text of the 1996 Plan attached to this Proxy
Statement as Exhibit A.
The Company sponsors the 1986 Stock Option Plan and the Supplemental
Stock Option Plan. The Board of Directors believes that the Company's stock
option program has been of material benefit to the Company and that it has
enabled the Company to attract and retain key employees and directors of the
Company by encouraging their ownership of Common Stock. Pursuant to its
terms, the 1986 Stock Option Plan will expire in June 1996. Options cannot be
granted under the 1986 Stock Option Plan after the expiration of such plan,
although any options outstanding under the 1986 Stock Option Plan may continue
to be exercised until their respective expiration dates. Only limited numbers
of options remain available for grants under the Supplemental Stock Option
Plan. The 1996 Plan will enable the Company to continue its stock option
program. The Board of Directors also believes that the best interests of the
Company and its stockholders require that the Company continue to be in a
position to offer options to present and prospective key employees and
directors, as well as other individuals providing services to the Company.
Under the 1996 Plan, options to purchase up to an aggregate of 150,000
shares of Common Stock may be granted to key employees of the Company and its
subsidiaries, and to officers, directors, consultants and other individuals
providing services to the Company. The maximum number of shares of Common
Stock which may be subject to options granted to any individual under the 1996
Plan in any two-year period shall not exceed 100,000 shares. No options have
been granted under the 1996 Plan.
The 1996 Plan will be administered by the Stock Option Committee of
the Board of Directors which determines the persons who are to receive options
and the number of shares to be subject to each option. In selecting
individuals for options and determining the terms thereof, the Stock Option
Committee may take into consideration any factors it deems relevant including
present and potential contributions to the success of the Company. Options
granted under the Plan must be exercised within a period fixed by the Stock
Option Committee, which may not exceed ten years from the date of the grant of
the option or, in the case of incentive stock options granted to any holder on
the date of grant of more than ten percent of the total combined voting power
of all classes of stock of the Company, five years from the date of grant of
the option. Options may be made exercisable in whole or in installments, as
determined by the Stock Option Committee.
Options granted under the 1996 Plan generally are not transferable
other than by will or the laws of descent and distribution and during the
lifetime of the optionee may be exercised only by the optionee. However, the
Stock Option Committee may provide that an option may be transferred by the
optionee to members of his family or to trusts for the benefit of, or
partnerships or other entities beneficially owned by, the optionee or members
of his family. The exercise price of an option may not be less than the fair
market value of the Common Stock on the date of grant of the option. In the
case of incentive stock options granted to any holder of more than ten percent
of the total combined voting power of all classes of stock of the Company, the
exercise price may not be less than 110% of the fair market value of the
Common Stock on the date of grant. The exercise price may be paid in cash, in
shares of Common Stock owned by the optionee, or by a combination of cash and
Common Stock.
The 1996 Plan provides that in the event that any member of the Stock
Option Committee is not a "disinterested person" as defined in Rule 16b-3
under the Securities Exchange Act of 1934, as such Rule was in effect at April
30, 1991, the maximum number of shares of Common Stock which may be subject to
options granted under the 1996 Plan to all directors is 150,000 and the
maximum number of shares of Common Stock which may be subject to options
granted under the 1996 Plan to each director who is an employee is 100,000 and
to each director who is not an employee is 20,000.
The 1996 Plan provides that, in the event of changes in the corporate
structure of the Company or certain events affecting the Common Stock, the
Stock Option Committee, or the Board of Directors in the case of options
granted to directors, shall, in its discretion, make adjustments with respect
to the number or kind of shares which may be issued under the 1996 Plan or
which are covered by outstanding options, or in the exercise price per share,
or both. The 1996 Plan provides that in connection with any merger or
consolidation in which the Company is not the surviving corporation and which
results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such merger or consolidation) owning less
than a majority of the outstanding voting securities of the surviving
corporation (determined immediately following such merger or consolidation),
any sale or transfer by the Company of all or substantially all its assets or
any tender offer or exchange offer for or the acquisition, directly or
indirectly, by any person or group of all or a majority of the then
outstanding voting securities of the Company, all outstanding options under
the 1996 Plan will become exercisable in full on and after (i) fifteen days
prior to the effective date of such merger, consolidation, sale, transfer or
acquisition or (ii) the date of commencement of such tender offer or exchange
offer, as the case may be.
For Federal income tax purposes, an optionee will not recognize any
income upon the grant of a non-qualified or incentive stock option. Upon the
exercise of a non-qualified option, the optionee will realize ordinary income
equal to the excess (if any) of the fair market value of the shares purchased
upon such exercise over the exercise price. The Company will be entitled to a
deduction from income in the same amount and at the same time as the optionee
realizes such income. Upon the sale of shares purchased upon such exercise,
the optionee will realize capital gain or loss measured by the difference
between the amount realized on the sale and the fair market value of the
shares at the time of exercise of the option. In the case of options granted
to executive officers and other principal officers, directors and greater than
ten percent stockholders of the Company, income will be recognized upon
exercise of a non-qualified option only if the option has been held for at
least six months prior to exercise. If such option is exercised within six
months after the date of grant, an officer, director or greater than ten
percent stockholder will recognize income on the date six months after the
date of grant, unless he or she files an election under Section 83(b) of the
Code to be taxed on the date of exercise.
In contrast, an optionee will not be taxed upon exercise of an
incentive stock option and the Company will not be entitled to a deduction
from income in respect thereof. If the optionee retains the shares
transferred to him upon exercise of an incentive stock option for more than
one year after the date of issuance of the stock and two years after the date
of grant of the option, any gain or loss realized on a subsequent sale of the
shares by the optionee will be treated as long-term capital gain or loss. If,
on the other hand, the optionee sells the shares within one year after the
date of transfer or two years after the date of grant of the option, the
optionee will realize ordinary income, and the Company will be entitled to a
deduction from income, to the extent of the excess of the value of the shares
on the date of exercise or the amount realized on the sale (whichever is less)
over the exercise price. Any excess of the sale price over the value of the
shares on the date of exercise will be treated as capital gain. The spread
between the fair market value of the shares on the date of exercise and the
exercise price constitutes an item of tax preference for purposes of the
alternative minimum tax which, under certain circumstances, could cause tax
liability as a result of the exercise.
The Board of Directors recommends that the Company's stockholders vote
FOR approval of the 1996 Plan. It is the intention of the persons named in
the accompanying form of Proxy to vote the shares represented thereby in favor
of such approval unless otherwise instructed in such Proxy.
III. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected KPMG Peat Marwick
LLP to serve as independent auditors for the Company for the fiscal year
ending October 26, 1996. The Board of Directors considers KPMG Peat Marwick
LLP to be eminently qualified.
Although it is not required to do so, the Board of Directors is
submitting its selection of the Company's auditors for ratification at the
Meeting, in order to ascertain the views of stockholders regarding such
selection. If the selection is not ratified, the Board of Directors will
reconsider its selection.
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of KPMG Peat Marwick LLP to examine the
financial statements of the Company for the Company's fiscal year ending
October 26, 1996. It is the intention of the persons named in the
accompanying form of Proxy to vote the shares of Common Stock represented
thereby in favor of such ratification unless otherwise instructed in such
Proxy.
A representative of KPMG Peat Marwick LLP will be present at the
Meeting, with the opportunity to make a statement if such representative
desires to do so, and will be available to respond to appropriate questions.
IV. OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters which may be brought before the Meeting. However, if any such other
matters are properly presented for action, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares represented thereby
in accordance with their judgment on such matters.
V. MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the shares
of Common Stock represented thereby will be voted in accordance with the terms
of the Proxy, unless the Proxy is revoked. If no directions are indicated in
such Proxy, the shares represented thereby will be voted FOR the nominee
proposed by the Board of Directors in the election of director, FOR the
proposal to approve the Company's 1996 Stock Option Plan and FOR the
ratification of the Board of Directors' selection of independent auditors for
the Company.
All costs relating to the solicitation of Proxies will be borne by the
Company. Proxies may be solicited by officers, directors and regular
employees of the Company personally, by mail or by telephone or telegraph, and
the Company may pay brokers and other persons holding shares of stock in their
names or those of their nominees for their reasonable expenses in sending
soliciting material to their principals.
It is important that Proxies be returned promptly. Stockholders who
do not expect to attend the Meeting in person are urged to mark, sign and date
the accompanying form of Proxy and mail it in the enclosed return envelope,
which requires no postage if mailed in the United States, so that their votes
can be recorded.
Stockholder Proposals
- ---------------------
Stockholder proposals intended to be presented at the 1997 Annual
Meeting of Stockholders of the Company must be received by the Company by
October 30, 1996 in order to be considered for inclusion in the Company's
Proxy Statement relating to such Meeting.
Annual Report on Form 10-K
- --------------------------
A copy of the Company's Annual Report on Form 10-K, including the
financial statements and financial statement schedules for the fiscal year
ended October 28, 1995, which has been filed with the Securities and Exchange
Commission, will be sent, without charge, to stockholders to whom this Proxy
Statement is mailed, upon written request to the Secretary, Westerbeke
Corporation, Avon Industrial Park, Avon, Massachusetts 02322.
Avon, Massachusetts
February 28, 1996
EXHIBIT A
WESTERBEKE CORPORATION
1996 STOCK OPTION PLAN
1. Purposes of Plan. The purposes of the Plan, which shall be known as
the Westerbeke Corporation 1996 Stock Option Plan and is hereinafter referred
to as the "Plan", are (i) to provide incentives for key employees, directors,
consultants and other individuals providing services to Westerbeke Corporation
(the "Company") and its subsidiary corporations (within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and
referred to herein as "Subsidiary") by encouraging their ownership of the
common stock, $.01 par value, of the Company (the "Stock") and (ii) to aid the
Company in retaining such key employees, directors, consultants and other
individuals upon whose efforts the Company's success and future growth
depends, and attracting other such employees, directors, consultants and other
individuals.
2. Administration. The Plan shall be administered by the Stock Option
Committee (the "Committee") of the Board of Directors, as hereinafter
provided. For purposes of administration, the Committee, subject to the terms
of the Plan, shall have plenary authority to establish such rules and
regulations, to make such determinations and interpretations, and to take such
other administrative actions as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be final,
conclusive and binding on all persons, including optionees and their legal
representatives and beneficiaries.
The Committee shall be appointed from time to time by the Board of
Directors and shall consist of not fewer than three of its members. Unless
otherwise determined by the Board of Directors, no member of the Board of
Directors who serves on the Committee shall be eligible to participate in the
Plan. The Board of Directors shall designate one of the members of the
Committee as its Chairman. The Committee shall hold its meetings at such
times and places as it may determine. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all members shall be as effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a
secretary (who need not be a member of the Committee). No member of the
Committee shall be liable for any act or omission with respect to his service
on the Committee, if he acts in good faith and in a manner he reasonably
believes to be in or not opposed to the best interests of the Company.
3. Stock Available for Options. There shall be available for options
under the Plan a total of 150,000 shares of Stock, subject to any adjustments
which may be made pursuant to Section 5(f) hereof. Shares of Stock used for
purposes of the Plan may be either authorized and unissued shares, or
previously issued shares held in the treasury of the Company, or both. Shares
of Stock covered by options which have terminated or expired prior to exercise
shall be available for further options hereunder. The maximum number of
shares of Stock which may be subject to options granted to any individual in
any two-year period shall not exceed 100,000 shares, subject to any
adjustments which may be made pursuant to Section 5(f) hereof.
4. Eligibility. Options under the Plan may be granted to key employees
of the Company or any Subsidiary, including officers or directors of the
Company or any Subsidiary, and to directors, consultants and other individuals
providing services to the Company or any Subsidiary. Options may be granted
to eligible individuals whether or not they hold or have held options
previously granted under the Plan or otherwise granted or assumed by the
Company. In selecting individuals for options, the Committee may take into
consideration any factors it may deem relevant, including its estimate of the
individual's present and potential contributions to the success of the Company
and its Subsidiaries. Service as a director, officer or consultant of or to
the Company or any Subsidiary shall be considered employment for purposes of
the Plan (and the period of such service shall be considered the period of
employment for purposes of Section 5(d) of the Plan); provided, however, that
incentive stock options may be granted under the Plan only to an individual
who is an "employee", as such term is used in Section 422 of the Code, of the
Company or any Subsidiary.
5. Terms and Conditions of Options. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case,
subject to the following:
(a) Option Price. The price at which each share of Stock covered by an
option granted under the Plan may be purchased shall be determined by the
Committee and shall not be less than the market value per share of Stock on
the date of grant of the option. The date of grant of an option shall be the
date specified by the Committee in its grant of the option.
(b) Option Period. The period for exercise of an option shall in no
event be more than ten years from the date of grant, or in the case of any
option intended to be an incentive stock option granted to an individual
owning, on the date of grant, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any
Subsidiary, more than five years from the date of grant. Options may, in the
discretion of the Committee, be made exercisable in installments during the
option period. Any shares not purchased on any applicable installment date
may be purchased thereafter at any time before the expiration of the option
period. The Committee shall have the authority at any time to accelerate the
exercisability of all or any portion of any option granted under the Plan.
(c) Exercise of Options. In order to exercise an option, the Optionee
shall deliver to the Company written notice specifying the number of shares of
Stock to be purchased, together with cash or a certified or bank cashier's
check payable to the order of the Company in the full amount of the purchase
price therefor; provided that, for the purpose of assisting an Optionee to
exercise an option, the Company may make loans to the Optionee or guarantee
loans made by third parties to the Optionee, on such terms and conditions as
the Board of Directors may authorize; and provided further that such purchase
price may be paid in shares of Stock owned by the Optionee for a period of at
least six months having a market value on the date of exercise equal to the
aggregate purchase price, or in a combination of cash and Stock. For purposes
of this Section 5(c), the market value per share of Stock shall be the last
sale price regular way on the date of reference, or, in case no sale takes
place on such date, the average of the high bid and low bid prices, in either
case on the principal national securities exchange on which the Stock is
listed or admitted to trading, or if the Stock is not listed or admitted to
trading on any national securities exchange, the last sale price reported on
the National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on such date, or the average of the
closing high bid and low asked prices of the Stock in the over the counter
market reported on NASDAQ on such date, whichever is applicable, or if there
are no such prices reported on NASDAQ on such date, as furnished to the
Committee by any New York Stock Exchange member selected from time to time by
the Committee for such purpose. If there is no bid or asked price reported on
any such date, the market value shall be determined by the Committee in
accordance with the regulations promulgated under Section 2031 of the Code, or
by any other appropriate method selected by the Committee. If the Optionee so
requests, shares of Stock purchased upon exercise of an option may be issued
in the name of the Optionee or another person. An Optionee shall have none of
the rights of a stockholder until the shares of Stock are issued to him. An
option may not be exercised for less than ten shares of Stock, or the number
of shares of Stock remaining subject to such option, whichever is smaller.
(d) Effect of Termination of Employment. An option may not be
exercised after the Optionee has ceased to be in the employ of the Company or
any Subsidiary, except in the following circumstances:
(i) If the Optionee's employment is terminated by action of his
employer, or by reason of disability or retirement under any retirement
plan maintained by the Company or any Subsidiary, the option may be
exercised by the Optionee within three months after such termination,
but only as to any shares exercisable on the date the Optionee's
employment so terminates;
(ii) In the event of the death of the Optionee during the three
month period after termination of employment covered by (i) above, the
person or persons to whom his rights are transferred by will or the laws
of descent and distribution shall have a period of one year from the
date of his death to exercise any options which were exercisable by the
Optionee at the time of his death;
(iii) In the event of the death of the Optionee while employed,
the option shall thereupon become exercisable in full, and the person or
persons to whom the Optionee's rights are transferred by will or the
laws of descent and distribution shall have a period of one year from
the date of the Optionee's death to exercise such option. The
provisions of the foregoing sentence shall apply to any outstanding
options which are incentive stock options to the extent permitted by
Section 422(d) of the Code and such outstanding options in excess
thereof shall, immediately upon the occurrence of the event described in
the preceding sentence, be treated for all purposes of the Plan as
nonstatutory stock options and shall be immediately exercisable as such
as provided in the foregoing sentence.
Notwithstanding any provision of the Plan to the contrary, the Committee shall
have the authority to extend the period during which any option may be
exercised; provided, however, that an option may not be exercised more than
eighteen (18) months after termination of employment and in no event shall any
option be exercisable more than ten years from the date of grant thereof.
Nothing in the Plan or in any option granted pursuant to the Plan (in the
absence of an express provision to the contrary) shall confer on any
individual any right to continue in the employ of the Company or any
Subsidiary or interfere in any way with the right of the Company to terminate
his employment at any time.
(e) Nontransferability of Options. Except as provided in the next
sentence, (i) during the lifetime of an Optionee, options held by such
Optionee shall be exercisable only by him and (ii) no option shall be
transferable other than by will or the laws of descent and distribution. The
Committee shall have the authority to make any option transferable in whole or
in part by the optionee to members of the family of the optionee or to trusts
for the benefit of, or partnerships or other entities beneficially owned by,
the optionee or members of his family.
(f) Adjustments for Change in Stock Subject to Plan. In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, extraordinary dividend or
divestiture (including a spin-off) or any other change in the corporate
structure or shares of the Company, (i) except as provided in (ii) below, the
Committee shall make such adjustments, if any, as it deems appropriate in the
number and kind of shares subject to the Plan, in the number and kind of
shares covered by outstanding options, or in the option price per share, or
both and (ii) the Board of Directors of the Company shall make such
adjustments, if any, as it deems appropriate in the maximum number of shares
which may be subject to options granted to all directors of the Company and in
the maximum number of shares which may be subject to options granted to each
director, in each case pursuant to Section 5(j), in the number and kind of
shares covered by outstanding options, or in the option price per share, or
both, with respect to options held by directors of the Company.
(g) Acceleration of Exercisability of Options Upon Occurrence of
Certain Events. In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of
the outstanding voting securities of the Company (determined immediately prior
to such merger or consolidation) owning less than a majority of the
outstanding voting securities of the surviving corporation (determined
immediately following such merger or consolidation), or any sale or transfer
by the Company of all or substantially all its assets or any tender offer or
exchange offer for or the acquisition, directly or indirectly, by any person
or group of all or a majority of the then outstanding voting securities of the
Company, all outstanding options under the Plan shall become exercisable in
full, notwithstanding any other provision of the Plan or of any outstanding
options granted thereunder, on and after (i) the fifteenth day prior to the
effective date of such merger, consolidation, sale, transfer or acquisition or
(ii) the date of commencement of such tender offer or exchange offer, as the
case may be. The provisions of the foregoing sentence shall apply to any
outstanding options which are incentive stock options to the extent permitted
by Section 422(d) of the Code and such outstanding options in excess thereof
shall, immediately upon the occurrence of the event described in clause (i) or
(ii) of the foregoing sentence, be treated for all purposes of the plan as
nonstatutory stock options and shall be immediately exercisable as such as
provided in the foregoing sentence. Notwithstanding the foregoing, in no
event shall any option be exercisable after the date of termination of the
exercise period of such option specified in Sections 5(b), 5(d) and 5(j)(2).
(h) Registration, Listing and Qualification of Shares of Stock. Each
option shall be subject to the requirement that if at any time the Board of
Directors shall determine that the registration, listing or qualification of
the shares of Stock covered thereby upon any securities exchange or under any
federal or state law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the granting of such option or the purchase of shares of Stock
thereunder, no such option may be exercised unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board of
Directors. The Company may require that any person exercising an option shall
make such representations and agreements and furnish such information as it
deems appropriate to assure compliance with the foregoing or any other
applicable legal requirement.
(i) Other Terms and Conditions. The Committee may impose such other
terms and conditions, not inconsistent with the terms hereof, on the grant or
exercise of options, as it deems advisable.
(j) Terms and Conditions of Options Granted to Directors.
Notwithstanding any provision contained in the Plan to the contrary, during
any period when any member of the Committee shall not be a "disinterested
person" as defined in Rule 16b 3 under the Securities Exchange Act of 1934, as
such Rule was in effect at April 30, 1991, then, the terms and conditions of
options granted under the Plan to any director of the Company during such
period shall be as follows:
(1) The price at which each share of Stock subject to an option may
be purchased shall, subject to any adjustments which may be made pursuant to
Section 5(f), in no event be less than the market value per share of Stock on
the date of grant, and provided further that in the event the option is
intended to be an incentive stock option pursuant to Section 6 and the
Optionee owns on the date of grant securities possessing more than 10% of the
total combined voting power of all classes of securities of the Company or of
any Subsidiary, the price per share shall not be less than 110% of the market
value per share of Stock on the date of grant.
(2) The option may be exercised to purchase shares of Stock covered
by the option not sooner than six months following the date of grant. The
option shall terminate and no shares of Stock may be purchased thereunder more
than ten years after the date of grant, provided that if the option is
intended to be an incentive stock option pursuant to Section 6 and the
Optionee owns on the date of grant stock possessing more than 10% of the total
combined voting power of all classes of securities of the Company or of any
Subsidiary, the option shall terminate and no shares of Stock may be purchased
thereunder more than five years after the date of grant.
(3) The maximum number of shares of Stock which may be subject to
options granted to all directors pursuant to this Section 5(j) shall be
150,000 shares in the aggregate. The maximum number of shares of Stock which
may be subject to options granted to any director who is an officer or
employee of the Company is 100,000. The maximum number of shares of Stock
which may be subject to options granted to any director who is not an officer
or employee of the Company shall be 20,000 shares.
6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code, provided, however, that (a) the aggregate market
value of the Stock with respect to which incentive stock options are
exercisable for the first time by the Optionee during any calendar year shall
not exceed the limitation set forth in Section 422(d) of the Code, (b) if the
Optionee owns on the date of grant securities possessing more than 10% of the
total combined voting power of all classes of securities of the Company or of
any Subsidiary, the price per share shall not be less than 110% of the market
value per share on the date of grant and (c) Section 5(d)(ii) hereof shall not
apply to any incentive stock option.
7. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after, December 31, 2005; provided, however,
that the Board of Directors may at any time prior to that date terminate the
Plan. The Board of Directors may at any time amend the Plan or the terms of
any option outstanding under the Plan; provided, however, that, except as
contemplated in Section 5(f), the Board of Directors shall not, without
approval by a majority of the votes cast thereon by the stockholders of the
Company at a meeting of stockholders at which a proposal to amend the Plan is
voted upon, (i) increase the maximum number of shares of Stock for which
options may be granted under the Plan, (ii) amend the Plan to change the
minimum option price, (iii) amend the Plan to extend the period during which
options may be granted or exercised, or (iv) except as otherwise provided in
the Plan, amend the requirements as to the class of individuals eligible to
receive options. No termination or amendment of the Plan or any option
outstanding under the Plan may, without the consent of an Optionee, adversely
affect the rights of such Optionee under any option held by such Optionee.
8. Effectiveness of Plan. The Plan will not be made effective unless
approved at a meeting of stockholders of the Company duly called and held for
such purpose by a majority of the votes cast thereon by the stockholders of
the Company, and no option granted hereunder shall be exercisable prior to
such approval.
9. Withholding. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of an option, that the Optionee
(or any beneficiary or person entitled to act under Section 5(d) hereof) pay
to the Company, upon its demand, such amount as may be requested by the
Company for the purpose of satisfying any liability to withhold federal, state
or local income or other taxes. If the amount requested is not paid, the
Company may refuse to issue such shares of Stock.
10. Other Actions. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and
powers, including but not by way of limitation, the right of the Company to
grant or assume options for proper corporate purposes other than under the
Plan with respect to any employee or other person, firm, corporation or
association.
WESTERBEKE CORPORATION
PROXY--ANNUAL MEETING OF STOCKHOLDERS--MARCH 22, 1996
COMMON STOCK
The undersigned, a stockholder of WESTERBEKE CORPORATION, does
hereby appoint John H. Westerbeke, Jr. and Thomas M. Haythe, or either
of them, with full power of substitution, the undersigned's proxies, to
appear and vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to
be held on Friday, March 22, 1996 at 10:30 A.M., local time, or at any
adjournments thereof, upon such matters as may properly come before the
Meeting.
The undersigned hereby instructs said proxies or their substitutes
to vote as specified on the reverse side on each of the following
matters and in accordance with their judgment on any other matters which
may properly come before the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE SEE REVERSE
SIDE
[X] Please mark
votes as in
this example.
The Board of Directors favors a vote "FOR" each item.
The shares represented by this Proxy will be voted as directed. If no
direction is indicated as to any of items 1, 2 or 3 they will be voted
in favor of the item(s) for which no direction is indicated.
1. Election of Class A Director
Nominee: GERALD BENCH
FOR WITHHELD
[ ] [ ]
2. Approval of the Westerbeke Corporation 1996 Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of appointment of KPMG Peat Marwick LLP as independent
auditors for fiscal 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
IMPORTANT: Before returning this Porxy, please
sign your name or names on the line(s) below
exactly as shown thereon. Executors,
administrators, trustees, guardians or corporate
officers should indicate their full titles when
signing. Where shares are registered in the name
of joint tenants of trustees, each joint tenant
or trustee should sign.
Signature_____________________ Date____________
Signature_____________________ Date____________
