SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Westerbeke Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date Filed:
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WESTERBEKE CORPORATION
-----------------------------------
Notice of Annual Meeting of Stockholders
to be held March 29, 1999
-----------------------------------
Avon, Massachusetts
March 5, 1999
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 Monday, March 29, 1999 at 10:00 o'clock A.M., local time,
for the following purposes, as more fully described in the accompanying
Proxy Statement:
1. To elect two Class A 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 23, 1999.
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 25, 1999 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
March 5, 1999 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 29, 1999, 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 25, 1999, the record date stated
in the accompanying Notice, the Company had outstanding 1,917,812 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 25, 1999, the record date for the Meeting, Mr. John H.
Westerbeke, Jr., the Chairman, President and a Class C Director of the
Company, owned approximately 57.3% 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
Two Class A directors will be elected at the Annual Meeting of
Stockholders to be held on March 29, 1999, 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 A directors expiring at the Meeting. Class B
directors and Class C directors will be elected at the Annual Meetings to
be held in 2000 and 2001, respectively.
On December 7, 1998, in order to make all classes of the Board of
Directors as nearly equal in number as possible, the Board of Directors
decreased the number of Class B directors from three to two and increased
the number of Class A directors from one to two. Accordingly, Nicholas H.
Safford resigned his position as a Class B director and the Board of
Directors elected Mr. Safford as a Class A director to fill the vacancy in
that class.
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, Gerald Bench and Nicholas H. Safford, are presently
serving as Class A directors of the Company. Certain information
concerning the nominees for election as Class A 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, 1999(1) of Class
- ------------------------ ------------------------ --------
Nominees for Election
- ---------------------
<S> <C> <C>
GERALD BENCH (Class A director), 6,660(2) *
age 58; 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.
NICHOLAS H. SAFFORD (Class A 10,100(4) *
director), age 66; 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.
Directors Whose Term of Office
Will Continue After the Meeting
- -------------------------------
THOMAS M. HAYTHE (Class B 11,660(3) *
director), age 59; 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) and Ramsay Youth
Services, Inc. (provider of youth
and educational services); Director of
the Company since June 1986.
JAMES W. STOREY (Class B 15,660(5) *
director), age 64; 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); Director of the Company
since June 1986.
JOHN H. WESTERBEKE, JR., 1,248,250(6) 60.4%
(Class C director), age 58;
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 89;
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>
- --------------------
<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 6,660 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bench.
<F3> Includes 6,660 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F4> Consists of 10,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F5> Includes 6,660 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F6> Includes 150,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
</FN>
</TABLE>
During the fiscal year ended October 24, 1998 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.
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 met once during the fiscal year ended October 24,
1998. The Stock Option Committee, the Compensation Committee and 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 24, 1998, October 25, 1997 and October 26, 1996 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. 1998 $214,488(1) $ 53,838(2) $31,622(6)
President, Chairman of 1997 206,852(3) 130,447(4) 37,262(6)
the Board of Directors 1996 151,531 80,696(5) 38,647(6)
and Class C Director
Carleton F. Bryant, III 1998 $ 94,500 $ 72,998 -
Executive Vice President, 1997 94,500 44,545 -
Treasurer, Chief 1996 94,500 24,532 -
Operating Officer and
Secretary
<FN>
- --------------------
<F1> Includes $61,842 of salary earned in fiscal year 1998, payment of
which has been deferred.
<F2> Includes a $49,628 bonus earned in fiscal year 1998, payment of which
has been deferred.
<F3> Includes $53,762 of salary earned in fiscal year 1997, payment of
which has been deferred.
<F4> Includes a $125,571 bonus earned in fiscal year 1997, payment of
which has been deferred.
<F5> Includes a $75,000 bonus earned in fiscal year 1996, payment of which
has been deferred.
<F6> Includes amounts ($18,062, $14,750 and $20,357 in fiscal 1998, 1997
and 1996, 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 24, 1998, October 25, 1997 and October
26, 1996 for the period from the date on which each premium was paid
until March 31, 2001 (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 24, 1998.
The following table sets forth the number and value of options
exercised by the executive officers named in the Summary Compensation Table
during the fiscal year ended October 24, 1998 and the number and value of
options held by such executive officers at October 24, 1998.
OPTION EXERCISES IN FISCAL 1998 AND
OPTION VALUES AT OCTOBER 24, 1998
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money(1)
Options at Options at
October 24, 1998 October 24, 1998
Shares Acquired Value ---------------------------- ----------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John H. Westerbeke, Jr. 20,000 $63,800 150,000 - $231,300 -
Carleton F. Bryant, III - - 75,000 - $115,600 -
<FN>
<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.
</FN>
</TABLE>
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
1998, Mr. Westerbeke's salary was $212,488, which included $61,842 of
salary which has been deferred. 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 $4,889,403 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
(6) 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 1998.
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 24, 1998 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 that 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, 1999, 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>
Paul B. Luber 133,255(1) 6.9%
4201 North Oakland Avenue
Shorewood, Wisconsin 53211
Gerald Bench 6,660(2) *
17 1/2 Passaic Avenue
Spring Lake, New Jersey 07762
Thomas M. Haythe 11,660(3) *
237 Park Ave.
New York, New York 10017
Nicholas H. Safford 10,100(4) *
9 Cleaves Street
Rockport, Massachusetts 01966
James W. Storey 15,660(5) *
3 Saddle Ridge Road
Dover, Massachusetts 02030
John H. Westerbeke, Jr. 1,248,250(6) 60.4%
Avon Industrial Park
Avon, Massachusetts 02322
John H. Westerbeke, Sr 0 -
Avon Industrial Park
Avon, Massachusetts 02322
Carleton F. Bryant, III 75,000(7) 3.8%
Avon Industrial Park
Avon, Massachusetts 02322
All Directors and Officers as a Group
(seven persons) 1,367,330(2) 62.9%
(3)(4)(5)(6)(7)
<FN>
- --------------------
<F*> Less than one percent.
<F1> Information as to these holdings is based upon a report on Schedule
13D filed with the Securities and Exchange Commission by Mr. Paul B.
Luber. Such report indicates that Mr. Luber has sole voting and
dispositive power with respect to 133,255 shares, of which 53,555
shares are directly owned by Mr. Luber and 79,700 shares are owned by
Great Lakes Capital Holdings, LLP, a limited liability partnership of
which Mr. Luber is a general partner.
<F2> Consists of 6,660 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Bench.
<F3> Includes 6,660 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Haythe.
<F4> Consists of 10,100 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Safford.
<F5> Includes 6,660 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Storey.
<F6> Includes 150,000 shares issuable upon the exercise of presently
exercisable stock options held by Mr. Westerbeke, Jr.
<F7> Consists of 75,000 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, 1999.
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 23, 1999. 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 23, 1999. 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 2000 Annual
Meeting of Stockholders of the Company must be received by the Company by
November 4, 1999 in order to be considered for inclusion in the Company's
Proxy Statement relating to such Meeting. In the event that a stockholder
fails to notify the Company by January 19, 2000 of an intent to be present
at the 2000 Annual Meeting of Stockholders of the Company in order to
present a proposal for a vote, the Company will have the right to exercise
its discretionary authority to vote against the proposal, if presented,
without including any information about the proposal in its proxy
materials.
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 24, 1998, 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
March 5, 1999
WESTERBEKE CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MARCH 29, 1999
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 Monday,
March 29, 1999 at 10:00 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 A Directors
Nominees: Gerald Bench and
Nicholas H. Safford
FOR WITHHELD
[ ] [ ]
[ ] ______________________________________
For all nominees except as noted above
2. Ratification of appointment
of KPMG Peat Marwick LLP as
independent auditors for fiscal 1999.
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: ______
