JOULE' INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
Notice of Annual Meeting of Stockholders
To be held February 7, 1996
The Annual Meeting of Stockholders of Joule' Inc. will be held on Wednesday,
February 7,1996 at 10:30 a.m., at The Pines Manor, Route 27, Edison, New
Jersey, for the following purposes:
1. To elect seven directors; and
2. To transact such other business as may properly come before the meeting.
All stockholders are cordially invited to attend the meeting. Only holders of
record of Common Stock at the close of business on December 15, 1995 are
entitled to notice of and to vote at the meeting. If you attend the meeting.
You may vote in person if you wish, even though you previously have returned
your proxy.
A copy of the Company's 1995 Annual Report is enclosed.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
January 5, 1996
By Order of the Board of Directors
Bernard G. Clarkin
Secretary
1
<PAGE>
JOULE' INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Joule', Inc. of proxies to be used at the Annual Meeting
of Stockholders of the Company to be held on February 7, 1996, and at all
adjournments thereof. The solicitation will begin on or about January 5, 1996.
All shares represented by a properly executed proxy will be voted unless it is
revoked and, if a choice is specified with respect to any matter to be acted
upon, will be voted in accordance with such specification. If no choice is
specified, the proxies will be voted for the election of seven directors, unless
authority to do so is withheld with respect to one or more of the nominees.
Directors will be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote thereon.
Votes that are withheld and broker non-votes will be excluded entirely from the
calculation and will have no effect on the outcome of the election of directors.
In addition, the proxy will be voted in the discretion of the proxyholders with
respect to such other business as may properly come before the meeting. A
stockholder may revoke a proxy at any time prior to the voting thereof.
There were outstanding as of the close of business on December 15, 1995, the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting, 3,610,000 shares of Common Stock of the Company. Each share
of Common Stock is entitled to one vote on each matter brought before the
meeting.
BENEFICIAL OWNERSHIP OF MORE THAN 5%
OF THE OUTSTANDING COMMON STOCK
The following table sets forth information regarding the beneficial ownership of
Common Stock by each person known to management of the Company to own
beneficially 5% or more of the issued and outstanding Common Stock as of
December 15, 1995:
<TABLE>
<CAPTION>
Beneficial Ownership (a)
Number of
Name (b) Shares Percent
<C> <S> <S>
Emanuel N. Logothetis 1,213,722 (C) 33.6%
Helen Logothetis 1,213,722 (d) 33.6
Nick M. Logothetis 506,722 14.0
Steven Logothetis 506,622 14.0
Julie L. Clark 506,622 14.0
<FN>
(a)As used in this Proxy Statement, "beneficial ownership means the sole or
shared power to direct the voting and/or disposition of shares of Common Stock.
(b)Emanuel N. Logothetis is the husband of Helen Logothetis. They are the
parents of Nick M. Logothetis, Steven Logothetis and Julie L. Clark. The address
of the members of the Logothetis family is 1245 U.S. Route 1 South, Edison, New
Jersey 08837.
(c)Consists of 807,100 shares of Common Stock as to which Mr. Logothetis has
sole voting and disposition power and the 406,622 shares referred to in (d)
below that are beneficially owned solely by Helen Logothetis, as to which shares
he disclaims beneficial ownership.
(d)Consists of 406,622 shares of Common Stock as to which Mrs. Logothetis has
sole voting and disposition power and the 807,100 shares referred to in (c)
above that are beneficially owned solely by Emanuel N. Logothetis, as to which
shares she disclaims beneficial ownership.
</FN>
</TABLE>
<PAGE>
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of December 15, 1995,
with respect to the ownership of shares of Common Stock by (i) the current
directors of the Company, all of whom except Mr. Dackis and Mr. Gianacakes are
standing for reelection, (ii) the nominees to fill the vacancies created by
the retirement of Mr. Dackis and Mr. Gianacakes and (iii) all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
Number of Shares of
Common Stock and Percent of
Name Class Beneficially Owned (a)
<S> <C>
Richard Barnitt
William C. Dackis 12,000
Paul DeBacco 5,500
Peter J. Gianacakes 5,500
Anthony Grillo
Robert W. Howard 6,000
Emanuel N. Logothetis 1,213,722 (33.6%)
Nick M. Logothetis 506,722 (14.0%)
Steven Logothetis 506,622 (14.0%)
Directors and Executive
Officers as a group (12 persons) 2,293,716 (63.5%)
<FN>
(a)Except for the 406,622 shares of Common Stock owned by his wife and attributed to
Emanuel N. Logothetis, as more fully set forth under "Beneficial Ownership Of More Than 5%
Of The Outstanding Common Stock, such person has sole voting and disposition power with
respect to the shares shown in this column. The number of shares of Common Stock beneficially
owned by each of Mr. DeBacco, Mr. Gianacakes and Mr. Howard and by directors and
executive officers as a group includes 5,000 shares issuable upon exercise of stock options granted
to each of Mr. DeBacco, Mr. Gianacakes and Mr. Howard at an exercise price of $1.375 per
share on December 4, 1991 under the Company's 1991 Stock Option Plan. Unless otherwise
indicated, beneficial ownership of any named individual does not exceed 1% of the outstanding
shares.
</FN>
</TABLE>
ELECTION OF DIRECTORS DIRECTOR COMPENSATION
Seven directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their successors shall have been duly elected and
qualified. All of the nominees listed below except Richard Barnitt and
Anthony Grillo are currently members of the Board of Directors. The nominees
for directors have consented to serve if elected, and the Company has no
reason to believe that any of the nominees will be unable to serve. Should
any nominee become unavailable for any reason, proxies will be voted for the
alternate candidate, if any, chosen by the Board of Directors.
The following information respecting the nominees has been furnished by them.
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age or Employment Since
<S> <C> <C> <C>
Richard Barnitt 57 Financial Consultant (a)
Paul DeBacco 66 President, Michael Christopher Group, Inc. 1986
consultants to management (b)
Anthony Grillo 40 Senior Managing Director,
The Blackstone Group, L.P. (c)
Robert W. Howard 53 Chairman, Reisen Lumber Industries, Inc. (d) 1988
Emanuel N. Logothetis 65 Chairman of the Board, President and 1965
Chief Executive Officer of the Company (e)
Nick M. Logothetis 43 President, Chartwell Consulting Group 1980
Steven Logothetis 41 Attorney (f) 1981
<FN>
(a)Mr. Barnitt has served as a financial consultant to various companies, including the Company
(since 1989), since his retirement in 1988 from Kidde Inc., where he had been employed since
1963, most recently as Senior Vice President and Chief Financial Officer.
(b)Mr. DeBacco was employed by Hallmark Cards, Inc. from 1965 until his retirement in 1985,
most recently as Vice President of Human Resources
(c)Mr. Grillo is a Senior Managing Director of The Blackstone Group L.P. within its
Restructuring and Reorganization Group. Prior to joining The Blackstone Group L.P. in 1991,
he was a Managing Director within the Restructuring and Reorganization Group of the
Corporate Finance Division of Chemical Bank from November 1989 through May 1991.
Previously, he had served as a financial consultant and advisor for AMA Management
Corporation, a private fund, and as a workout specialist for Manufacturers Hanover Trust
Company. Mr. Grillo currently serves as a member of the Board of Directors of Littlefuse, Inc.,
Tracor, Inc., General Aquatics, Inc. and Wall Street Concepts, Inc.
(d)Mr. Howard served as Executive Vice President of Reisen Lumber and Millwork Company
from 1981 to April 1986 when he was made President of Reisen Lumber Industries. He was
named Chairman of the Board of Reisen in 1995.
(e)Emanuel N. Logothetis founded the Company in 1965 and was President and Chief
Executive Officer until August 10, 1987, when he was elected Chairman of the Board. He was
re-elected President on August 3, 1988.
(f)Steven Logothetis is an attorney and investor. He was president of Pentacle
Corporation ("Pentacle ) until November 1993. Pentacle is owned by members of
the Logothetis family and is engaged in certain real estate operations. He
was President of Eisler Engineering Corporation ("Eisler ) from March 1986
until August 1991. Eisler was also engaged in real estate operations
and was owned by members of the Logothetis Family.
</FN>
</TABLE>
The Board of Directors held four meetings during the 1995 fiscal year.
Directors who are not employees of the Company receive directors' fees of
$500 for each day that they attend meetings of the Board or a committee
thereof and are reimbursed for their out-of-pocket expenses incurred in con-
nection with their activities as directors. Also, such directors receive a
monthly retainer of $400. During fiscal 1995, Mr. Barnitt received fees of
$60,000 for his services as a financial consultant to the Company. Mr.
Barnitt is continuing to provide consulting services to the Company in fiscal
1996.
The Board of Directors has designated from among its members an Audit Commit-
tee which reviews with the Company's independent accountants the scope of the
annual audit and the result of such audit as well as the Company's financial
and accounting practices and controls. The Audit Committee, which consisted
of Robert W. Howard and William C. Dackis, who is retiring from the Board,
met with the Company's independent accountants three times during fiscal
1995. Paul DeBacco and Peter J. Gianacakes, who is retiring from the Board,
served on the Compensation Committee that reviews executive compensation on
an annual basis. The Compensation Committee met three times during fiscal
1995. The Board of Directors has not designated a nominating committee or
other committee performing a similar function.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS CERTAIN TRANSACTIONS
Executive Compensation
The following table sets forth the compensation paid to the Company's Chief
Executive Officer, the only executive officer whose total salary and bonus for
the fiscal year ended September 30, 1995 exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Fiscal All Other
Principal Position Year Salary Bonus Compensation (1)
<S> <C> <C> <C> <C>
Emanuel N. Logothetis 1995 $129,160 $12,300
Chairman of the Board, 1994 129,160 8,300
President and Chief 1993 131,644 1,975
Executive Officer
<FN>
(1)Represents the matching contributions of 25% of the amount contributed by the named
executive under the Company's 401(k) plan.
</FN>
</TABLE>
Report of the Compensation Committee
The Joule' Compensation Committee administers the compensation program for the
senior management group. Included in this group are Chief Executive Officer,
corporate officers and senior managers of the Company. The committee is com-
posed of directors who are disinterested persons as defined by SEC rules and
are neither employees nor former employees of the Company.
The annual salary of the Chief Executive Officer has been $129,160 for each of
the last three years. The Chief Executive Officer is not eligible to receive
options under the terms of the Company's stock option plan. In determining
whether the changes in the compensation level of the Chief Executive Officer
would be appropriate, the Compensation Committee considers the overall per-
formance of the Company for the prior year. Specific performance criteria
have not been established in this regard. In 1995, a bonus of $12,300 was
paid to the Chief Executive Officer based upon the improved corporate results.
Salary levels for the other members of the senior management group have been
established and are based on external salary survey information obtained by
the members of the Compensation Committee through personal contact. The in-
formation gathered is evaluated by the Compensation Committee in light of the
current responsibilities of the individuals involved and serves as the basis
for salary change recommendations. The determination of whether an individual
will receive a bonus is based on a subjective evaluation of the individual's
performance on the job as well as unit and overall corporate performance. The
recommendations of the Chief Executive Officer are presented to the Compensa-
tion Committee for review and approval. Any compensation changed made to mem-
bers of the senior management group will have the approval of the Committee
and the Chief Executive Officer. If any compensation action is suggested by
the Chief Executive Officer that deviates from that which is approved by the
Compensation Committee, it must go to the full Board for approval.
Compensation Committee
Paul DeBacco
Peter J. Gianacakes
<PAGE>
Performance Graph
Set forth below is a graph comparing the total returns (assuming reinvestment
of dividends) of the Company, the American Stock Exchange Market Index and a
Peer Group Index comprised of companies engaged in the help supply services
business. The graph assumes $100 invested on October 1, 1990 in the Company
and each of the indices.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG JOULE' INC.,
AMEX MARKET INDEX AND PEER GROUP
Certain Transactions
The Company leases seven properties used in its operations from Emanuel N.
Logothetis and various companies, including Pentacle, that are wholly owned
by the Logothetis family. Emanuel N. Logothetis is Chairman of the Board,
President and Chief Executive Officer of the Company. Nick M. Logothetis and
Steven Logothetis are directors of the Company. The other members of the
Logothetis family are Helen Logothetis and Julie L. Clark, the wife and
daughter, respectively, of Emanuel N. Logothetis. See "Beneficial Ownership
Of More Than 5% Of The Outstanding Common Stock. In the opinion of manage-
ment, the terms of such leases, which provided for an aggregate annual rent
of $199,000, plus applicable real estate taxes, for fiscal 1995 and are con-
tinuing at the same rate in fiscal 1996, were when made and are fair to the
Company and not less favorable than would have been and are available from
unaffiliated parties.
During the past three years, the Company provided temporary office services
to Symphony Suites, a company owned by Nick M. Logothetis. Billing rates were
comparable to those used for other customers; amounts charged during fiscal
1995 were $179,000 and $94,000 was outstanding at September 30, 1995. The
highest amount outstanding during fiscal 1995 was $107,000.
<PAGE>
During fiscal 1995, the Company made net advances of $150,000 to Kahle
Engineering Corp., a manufacturing company that is wholly owned by the
Logothetis family. As of September 30, 1995, Kahle owed the Company $944,000,
including interest, which amounts have been guaranteed by Emanuel N.
Logothetis. The highest amount outstanding during fiscal 1995 was
$944,000. The Company charges Kahle interest at the same rate it pays on its
bank line of credit. During fiscal 1995, the rate of interest charged to
Kahle ranged from 91/4% to 10% and the amount of interest charged was $77,000.
The Company's Board of Directors has approved the transactions outlined
above, all of which are continuing in fiscal 1996. Any substantial change in
the terms of any such transactions and any additional transactions with af-
filiates of the Company will be submitted to the Board for approval.
MISCELLANEOUS
Relationship with Independent Accountants
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to audit the accounts of the Company and its subsidiaries for
the fiscal year ending September 30, 1996. Arthur Andersen LLP acted in this
capacity in 1995. Arthur Andersen LLP has advised the Company that neither
the firm nor any of its members or associates has any direct financial
interest or any material indirect financial interest in the Company or any of
its affiliates other than as accountants. A representative of Arthur Andersen
LLP is expected to be at the meeting.
Other Action
The management has at this time no knowledge of any matters to be brought
before the Annual Meeting other than those referred to above. If any
additional matters should properly come before the meeting, it is the
intention of the persons named in the enclosed proxy to vote said proxy in
accordance with their judgment on such matters.
Stockholder Proposals
Any proposal that a stockholder desires to present to the 1997 Annual Meeting
must be received by the Company at the above address on or prior to September
6, 1996 in order for such proposal to be considered for inclusion in the
proxy statement and form of proxy for such meeting.
Expenses of Solicitation
The cost of this solicitation will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by officers, directors and
regular employees of the Company personally or by telephone or other means of
communication. The Company will, upon request, reimburse brokers and other
nominees for their reasonable expenses in forwarding proxy material to the
beneficial owners of the stock held of record for such persons and seeking
instructions with respect thereto.
By Order of the Board of Directors
Bernard G. Clarkin
Secretary
10-K REPORT
Upon written request, the Company will provide, without charge, a copy of its
Annual Report on Form 10-K, including the financial statements and the
financial statement schedules thereto, but without exhibits, as filed with
the Securities and Exchange Commission, for the fiscal year ended September
30, 1995. Copies of the exhibits will be furnished at the Company's cost for
the reproduction, postage and handling thereof. Letters requesting the Form
10-K should be addressed to the Secretary, Joule' Inc., 1245 U.S. Route 1
South, Edison, New Jersey 08837.
<PAGE>
APPENDIX
PROXY CARD
JOULE' INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 7, 1996
This Proxy is Solicited on Behalf of the Board of Directors
n I plan to attend the meeting.
1. Election of Directors.
___ FOR all nominees ___ WITHHOLD AUTHORITY
(except as indicated to the contrary) to vote for all nominees.
Nominees: Richard Barnitt, Paul DeBacco, Anthony Grillo,
Robert W. Howard, Emanuel N. Logothetis,
Nick M. Logothetis and Steven Logothetis.
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
__________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE SIGNED STOCKHOLDER. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR ALL NOMINEES IN
ITEM 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued on reverse side)
<PAGE>
JOULE' INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 7, 1996
The undersigned hereby appoints Emanuel N. Logothetis and Bernard G. Clarkin,
and each of them, Proxies, with full power of substitution in each, to
represent and to vote, as designated, all shares of Common Stock of Joule'
Inc. that the undersigned is entitled to vote at the Annual Meeting of Stock-
holders to be held on February 7, 1996, and at all adjournments thereof, upon
and in respect of the matters set forth on the reverse side hereof.
Dated: , 1996
Signature
Signature if held jointly
Please sign exactly as name appears to the left. When shares are held
jointly, each stockholder named should sign. When signing as attorney,
executor, administrator, trustee or guardian, you should so indicate. If a
corporation, please sign in full corporate name by duly authorized officer.
If a partnership, please sign in partnership name by authorized person.
