WESTERBEKE CORPORATION
--------------------
Notice of Annual Meeting of Stockholders
to be held March 21, 1997
--------------------
Avon, Massachusetts
February 26, 1997
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 21, 1997 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 three Class B directors of the Company for the ensuing
three years.
2. 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 25, 1997.
3. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on February 19, 1997 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,
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
26, 1997 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 21, 1997, 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 19, 1997, the record date stated in
the accompanying Notice, the Company had outstanding 2,078,550 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 proposal 2 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 19, 1997, the record date for the Meeting, Mr. John H.
Westerbeke, Jr., the Chairman, President and a Class C Director of the Company,
owned approximately 51.9% 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 DIRECTORS
Three Class B directors will be elected at the Annual Meeting of
Stockholders to be held on March 21, 1997, each 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
B directors expiring at the Meeting. Class C directors and Class A directors
will be elected at the Annual Meetings to be held in 1998 and 1999,
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
nominees listed in the following table, unless otherwise instructed in such
Proxy. In case any of the nominees 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 nominees named
will be unable or will decline to serve.
The nominees, Thomas M. Haythe, Nicholas H. Safford and James W. Storey,
are presently serving as Class B directors of the Company. Certain information
concerning the nominees for election as Class B directors 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, 1997(1) of Class
------------------------ ------------------------ --------
<S> <C> <C>
Nominees for Election
THOMAS M. HAYTHE (Class B director), 11,220 (2) *
age 57; 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 10,100 (3) *
director), age 64; President,
Nicholas H. Safford & Co., Inc.
(investment counselor and private
trustee) since 1983 and from 1979
to 1981; former President and
Director of Wendell, Safford & Co.,
Inc. (investment counseling firm)
from 1982 to 1983; former 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 director), 11,220 (4) *
age 62; Consultant since January
1993; President, Wellingsley
Corporation (private investment
management company) from December
1986 through 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.
Directors Whose Term of Office
Will Continue After the Meeting
- -------------------------------
GERALD BENCH (Class A director), age 2,220 (5) *
56; President and Chief Executive
Officer, Hadley Fruit Orchards,
Inc. since November 1996;
Consultant, Hadley Fruit Orchards,
Inc. from March 1995 to November
1996; Partner, ICAP Marine Group
(consulting firm) from November
1993 to February 1995; Chairman and
President, TDG Aerospace, Inc.
(manufacturer of aircraft de-icing
devices) 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) from prior to 1988;
Director of the Company since June
1986.
JOHN H. WESTERBEKE, JR., (Class C 1,218,250 (6) 54.9%
director), age 56; 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., (Class C 0 -
director), age 87; 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.
<FN>
- --------------------
<F1> * Less than one percent.
<F2> (1) 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.
<F3> (2) Consists of 11,220 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F4> (3) Consists of 10,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F5> (4) Consists of 11,220 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F6> (5) Consists of 2,220 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bench.
<F7> (6) Includes 140,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
</FN>
</TABLE>
During the fiscal year ended October 26, 1996 the Board of Directors of
the Company met four times and acted once by means of a written consent. 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.
The Board of Directors of the Company has a Stock Option Committee, whose
members are Messrs. Bench, 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, the Supplemental Stock Option Plan and the 1996 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 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 and the Stock Option Committee each met once during
the fiscal year ended October 26, 1996. The Compensation Committee met twice
during the fiscal year ended October 26, 1996. The Investment Committee did not
meet during such fiscal year. 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 26, 1996, October 28, 1995 and October 29, 1994 concerning the
compensation paid or awarded to the Chief Executive Officer and the other
executive officer of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Fiscal
Year Annual Compensation
Name and Principal Ended ------------------------ All Other
Position October Salary Bonus Compensation
- --------------------------- ------- -------- ----------- ------------
<S> <C> <C> <C> <C>
John H. Westerbeke, Jr. 1996 $151,531 $80,696 (1) $38,647 (2)
President, Chairman of 1995 148,998 5,730 51,920 (2)
the Board of Directors 1994 145,186 3,212 62,143 (2)
and Class C Director
Carleton F. Bryant, III 1996 $ 94,500 $24,532 -
Executive Vice President, 1995 94,500 16,667 -
Treasurer, Chief 1994 94,500 2,173 -
Operating Officer and
Secretary
<FN>
- --------------------
<F1> (1) Includes a $75,000 bonus earned in fiscal year 1996, payment of which has
been deferred.
<F2> (2) Includes amounts ($20,357, $31,980 and $45,842 in fiscal 1996, 1995 and
1994, 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 26,
1996, October 28, 1995 and October 29, 1994 for the period from the date
on which each premium was paid until March 31, 1999 (which is the earliest
date on which the Company could terminate the agreement and request a
refund of premiums paid).
</FN>
</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 26,
1996.
The following table sets forth the number and value of options held by the
executive officers named in the Summary Compensation Table at October 26, 1996.
During the fiscal year ended October 26, 1996, none of the executive officers
named in the Summary Compensation Table exercised any options to purchase Common
Stock.
OPTION VALUES AT OCTOBER 26, 1996
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money(1)
Options at October 26, 1996 Options at October 26, 1996
---------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John H. Westerbeke, Jr. 140,000 30,000 $236,300 $50,600
Carleton F. Bryant, III 60,000 40,000 $105,000 $70,000
<FN>
- -------------------
<F1> (1) 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.
</FN>
</TABLE>
In June 1996, the Company granted options to purchase 11,100 shares of
Common Stock at an exercise price of $3.00 per share to each of Messrs. Bench,
Haythe and Storey, directors of the Company. These options become exercisable in
cumulative annual installments of 20% commencing on the date of grant and expire
in June 2006. Additionally, in June 1996, Messrs. Haythe, Safford and Storey,
directors of the Company, exercised other options to purchase 11,100, 10,000 and
11,100 shares of Common Stock, respectively. Pursuant to an agreement with these
directors, the Company purchased the shares of Common Stock issued upon such
exercise from Messrs. Haythe, Safford and Storey at a purchase price of $3.00
per share, the fair market value of the Common Stock on the date of purchase.
Compensation of Directors
- -------------------------
The Company currently pays its directors a fee of $2,000 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 base salary, subject to increases based upon the Consumer Price Index and
at the discretion of the Company. During fiscal 1996, Mr. Westerbeke's salary
was $151,531. The Agreement also provides for payment of a bonus at the
discretion of the Board of Directors of the Company. In September 1996, the
Board of Directors established an incentive plan for Mr. Westerbeke pursuant to
which Mr. Westerbeke will have an annual bonus opportunity, based on net income
and increases in sales, in each of the four years beginning with the 1997 fiscal
year. 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 upon
his retirement or other termination of employment, or upon a change of control
of the Company, as defined in the Agreement. Amounts deferred by Mr. Westerbeke
are contributed by the Company to a trust established to hold and invest these
funds until such time as the amounts are payable to Mr. Westerbeke. 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
$2,594,432 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 (2) 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
consultant to the Company at an annual consulting fee of $30,000. The Company
paid Mr. Westerbeke, Sr. $35,000 during fiscal 1996.
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 26, 1996 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 has 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,
1997, 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) 10.3%
82 Devonshire Street
Boston, MA 02109
Gerald Bench............................ 2,220 (2) *
17 1/2 Passaic Avenue
Spring Lake, New Jersey 07762
Thomas M. Haythe........................ 11,220 (3) *
237 Park Ave.
New York, New York 10017
Nicholas H. Safford..................... 10,100 (4) *
9 Cleaves Street
Rockport, Massachusetts 01966
James W. Storey......................... 11,220 (5) *
3 Saddle Ridge Road
Dover, Massachusetts 02030
John H. Westerbeke, Jr.................. 1,218,250 (6) 54.9%
Avon Industrial Park
Avon, Massachusetts 02322
John H. Westerbeke, Sr.................. 0 -
Avon Industrial Park
Avon, Massachusetts 02322
Carleton F. Bryant, III................. 60,000 (7) 2.8%
Avon Industrial Park
Avon, Massachusetts 02322
All Directors and Officers as a Group... 1,313,010 (2)(3)(4)(5)(6)(7) 56.8%
(seven persons)
<FN>
- --------------------
<F1> (*) Less than one percent.
<F2> (1) Information as to the holding of FMR Corp. ("FMR") is based upon a report
on Schedule 13G filed with the Securities and Exchange Commission. Such
report indicates that 213,738 shares were beneficially owned by FMR with
sole voting power and sole dispositive power.
<F3> (2) Consists of 2,220 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bench.
<F4> (3) Consists of 11,220 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F5> (4) Consists of 10,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F6> (5) Consists of 11,220 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F7> (6) Includes 140,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
<F8> (7) Consists of 60,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bryant.
</FN>
</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,
1997.
II. 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 25, 1997. 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 25, 1997. 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.
III. 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.
IV. 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 nominees proposed by
the Board of Directors in the election of directors 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 1998 Annual Meeting
of Stockholders of the Company must be received by the Company by October 30,
1997 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 26, 1996, 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 26, 1997
WESTERBEKE CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MARCH 21, 1997
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 21, 1997 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 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 either of Items 1 or 2 they will be voted in favor of the
Item(s) for which no direction is indicated.
1. Election of Class B Directors
Nominees: Thomas M. Haythe, Nicholas H. Safford and James W. Storey
FOR WITHHELD
[ ] [ ]
[ ] ---------------------------------------------------------------------
For all nominees except as noted above
2. Ratification of appointment of KPMG Peat Marwick LLP as independent
auditors for fiscal 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
IMPORTANT: Before returning this Proxy,
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 or trustees, each joint
tenant or trustee should sign.
Signature:-------------- Date:-------- Signature:-------------- Date: -------
