<PAGE>
<PAGE>
Astrex, Inc.
205 Express Street
Plainview, NY 11803
September 9, 1996
The Securities and Exchange Commission
450 5th Street NW
Washington, DC 20549
Dear Securities and Exchange Commission,
Astrex, Inc. is electronically filing the Definitive Proxy Statement, along
with the letter to shareholders, the notice of annual meeting and form of Proxy
card.
Astrex, Inc. is a Small Business Issuer.
If you have any comments please contact our SEC attorney Mr. Michael Harvey or
Mr. Daren Domina at:
Kaufman, Goldstein, Gartner & Taub, P.C.
342 Madison Avenue
Suite 1660, 16th Floor
New York, NY 10173-0016
Telephone Number: (212) 490-6080
Fax Number: (212) 972-0239
If you need to contact me please call me at (516) 433-1700 ext. 204.
Sincerely,
/s/ Irene S. Marcic
Irene S. Marcic
Chief Financial Officer
<PAGE>
<PAGE>
(LETTERHEAD)
Astrex, Inc.
205 Express Street
Plainview, NY 11803
September 13, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Astrex, Inc. on Monday, October 14, 1996 at 11:00 a.m. at the offices of the
Company, 205 Express Street, Plainview, New York.
The Board of Directors appreciates and encourages stockholder participation
in the Company's affairs. Whether or not you plan to attend the Annual
Meeting, it is important that your shares be represented and voted. Please
mark, sign, date and return your proxy at your earliest convenience in the
envelope provided, which requires no postage if mailed in the United States.
If you have multiple stockholder accounts and receive more than one set of
these materials, please be sure to vote each proxy and return it in the
postage-paid envelope provided.
Thank you for your continued interest and cooperation.
Very truly yours,
/s/ John C. Loring /s/ Michael McGuire
John C. Loring Michael McGuire
Chairman of the President and
Board of Directors Chief Executive Officer
<PAGE>
<PAGE>
ASTREX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Astrex,
Inc. (the "Company") will be held on Monday, October 14, 1996 at 11:00 a.m. EST
at the offices of the Company, 205 Express Street , Plainview, New York 11803
for the following purposes:
(1) to amend the by-laws to increase the number of directors and to create
a third class of directors,
(2) to elect directors, and
(3) to consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof.
The holders of record of Common Stock at 5:00 p.m. EST September 11, 1996
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. A list of the holders of record of the
Common Stock as of 5:00 p.m. September 11, 1996 will be open to the
examination of any such stockholder for any purpose germane to the Annual
Meeting after September 13, 1996 at the Company's offices at 205 Express
Street, Plainview, New York, during normal business hours.
By Order of the Board of Directors
/s/ Irene S. Marcic
Irene S. Marcic
Secretary
Dated: September 13, 1996
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN IF YOU
PLAN TO BE PRESENT, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY AT
YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER
IN PERSON OR BY YOUR PROXY.
<PAGE>
<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES Exchange Act of 1934
(Amendment No. )
FOR ANNUAL MEETING FOR FISCAL YEAR ENDING MARCH 31, 1996
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 240.14a-11(c) or 240.14a-12
ASTREX, INC.
(Name of Registrant as Specified In Its Charter)
_________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
4) Proposed maximum aggregate value of transaction: __________________.<PAGE>
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[X] Fee paid 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 of Schedule and date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
<PAGE>
<PAGE>
ASTREX, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 14, 1996
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of Astrex, Inc., a Delaware
corporation (the "Company" or "Astrex") in connection with the solicitation by
the Board of Directors of proxies for use at the Annual Meeting of Stockholders
to be held on Monday, October 14, 1996 at 11:00 a.m. at the principal executive
offices of the Company, 205 Express Street , Plainview, New York 11803 and at
any adjournment or postponement thereof, for the purposes set forth in the
foregoing Notice of Annual Meeting of Stockholders.
At 5:00 p.m. EST on September 11, 1996 (the "record date") there were
outstanding and entitled to vote 5,375,363 shares of the Company's $0.01 par
value common stock (the "Common Stock"). The holders of record of Common Stock
on the record date will be entitled to one vote per share.
A copy of the Company's Form 10-KSB Annual Report for the fiscal year ended
March 31, 1996 ("Form 10-KSB") which has been adopted by the Company as its
Annual Report for the fiscal year ended March 31, 1996 has been or is being
furnished (together with a copy of the Company's Form 10-QSB Quarterly Report
for the first quarter ended June 30, 1996 ["Form 10-QSB"]) with the proxy
materials, which are being mailed on or about September 13, 1996 to the holders
of record of Common Stock on the record date.
VOTING AND PROXY PROCEDURES
Properly executed proxies received in time for the meeting will be voted.
Stockholders are urged to specify their choices on the proxy, but if no choice
is specified, eligible shares will be voted in favor of the Proposals below and
to elect the persons named below as directors and for the terms set forth
below. At the date of this Proxy Statement management of the Company knows of
no other matters which are likely to be brought before the Annual Meeting.
However, if any other matters should properly come before the Meeting, the
persons named in the enclosed proxy will have discretionary authority to vote
such proxy in accordance with their best judgment on such matters.
If the enclosed proxy is executed and returned, it may nevertheless be
revoked by a later-dated proxy or by written notice filed with the Secretary at
the Company's executive offices at any time before the proxy is exercised.
Stockholders attending the Annual Meeting may revoke their proxies and vote in
person. The Company's executive offices are located at 205 Express Street,
Plainview, New York 11803.
The holders of a majority of the total shares of Common Stock issued and
outstanding at the record date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. The affirmative vote of a plurality of the total shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting is required for the election of directors and the affirmative
vote of a majority of the total shares of Common Stock present in person or
represented by proxy and entitled to vote at the Meeting is required for the
approval of any other matters as may properly come before the Meeting or any
adjournment or postponement thereof.
1<PAGE>
<PAGE>
Abstentions and broker non-votes are counted toward the calculation of a
quorum. An abstention with respect to election of directors will have no
effect in determining whether a director has received a plurality of votes.
For all other purposes, an abstention will be included in determining the
majority needed for passage of a proposal and will have the same effect as a
vote against the proposal. Broker non-votes will not be considered in
determining the majority needed for passage of a proposal because they are not
deemed "present" for vote on a proposal and therefore will have no effect on
the outcome of either a proposal or an election.
The cost of solicitation of proxies will be paid by the Company. In addition
to solicitation by mail, proxies may be solicited by the directors, officers
and employees of the Company, without additional compensation, by personal
interview, telephone, telegram or otherwise. Arrangements will also be made
with brokerage firms and other custodians, nominees and fiduciaries who hold
the voting securities of record for the forwarding of solicitation materials to
the beneficial owners thereof. The Company will reimburse such brokers,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection therewith.
OWNERSHIP OF COMMON STOCK
The following table sets forth the number and percentage of shares of the
Company's Common Stock beneficially owned as of the record date by persons who
are known by the Company to be the beneficial owners of more than 5% of the
Company's outstanding Common Stock as of the record date, and the directors of
the Company and its chief executive officer, and all officers and directors of
the Company as a group. For purposes of this Proxy Statement, beneficial
ownership is defined in accordance with the rules of the Securities and
Exchange Commission (the "Commission") to mean generally the power to vote or
dispose of shares, regardless of any economic interest therein. The persons
listed have sole voting power and sole dispositive power with respect to all
shares set forth in the table unless otherwise specified in the footnotes to
the table.
<TABLE>
<CAPTION>
BENEFICIAL HOLDERS OF MORE THAN 5%
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owners _ Ownership Class 1
<S> <C> <C>
Howard Amster 2 1,209,311 22.50%
205 Express Street
Plainview, New York 11803_
William Costaras 336,184 6.25%
23811 Chagrin Blvd. Suite 200
Chagrin Plaza East
Beachwood, Ohio 44122_
FMR, Corp. 565,723 10.52%
82 Devonshire Street
Boston, Massachusetts 02109_
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<PAGE>
Herzog, Heine, Geduld, Inc. 590,723 10.99%
26 Broadway
New York, New York 10004_
Libra-Wilshire Partners, LP 923,586 17.18%
11766 Wilshire Boulevard
Los Angles, California 90025_
John C. Loring 3 980,263 18.24%
205 Express Street
Plainview, New York 11803_
<CAPTION>
OFFICER AND DIRECTOR HOLDINGS
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owners _ Ownership Class 1
<S> <C> <C>
Howard Amster 2 1,209,311 22.50%
John C. Loring 3_ 980,263 18.24%
Michael McGuire 4_ 217,975 4.06%
Mark Schindler 1,449 *
David S. Zlatin -- --
All Other Officers 87,058 1.62%
All Officers and
Directors as a
group (8 persons) 2,496,056 46.44%
</TABLE>
* Less than 1%.
1 Based on 5,375,363 shares outstanding.
2 Includes 73,886 shares owned by his spouse, the beneficial ownership
of which he disclaims.
3 Includes 77,170 shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims
4 Includes 90,537 shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims.
<PAGE>
PROPOSAL TO AMEND THE BY-LAWS
WITH RESPECT TO THE BOARD OF DIRECTORS
(PROPOSAL 1)
In accord with the Company's present by-laws, the Board of Directors
presently consists of four members, each of whom serves a term of two years (or
until a successor is elected and shall have qualified to so serve), divided
into two equal classes with one class being elected at each annual meeting.
The Company wishes to expand the Board of Directors to five members and to
create a third class of directors. If the proposed by-law amendment is enacted
the Board of Directors will consist of five, rather than four, members, each of
whom will serve a term of three, rather than two, years (or until a successor
is elected and shall have qualified to so serve), divided into three, rather
than two, equal classes (or in the event the classes cannot be mathematically
equal, with the odd number being Class I)
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<PAGE>
with, except for this current annual meeting, one class being elected at each
annual meeting. For the current annual meeting the proposed by-law amendment
further provides that all directors of all classes be elected to staggered
terms, Class I to a term of one year, Class II to a term of two years, and
Class III to a term of three years. Adoption of this amendment may make it
more difficult after this annual meeting for a person or group to effect a
contested takeover of the Company because there will be three classes of
directors rather than two, with each class serving a term of three years rather
than two years. If the by-laws are not amended as proposed then the Board of
Directors will continue to consist of four directors, each of whom serves a
term of two years with only the present two Class II directors being elected at
this annual meeting and the present Class I directors continuing to serve until
next year's annual meeting. It is the intention of the persons named in the
enclosed proxy to vote such proxy in favor of adopting this Proposal 1.
As amended Sections 2 and 3 of Article II of the Company's By-Laws would read
in its entirety as follows:
"Section 2. Number. The number of directors shall be five (5) provided that
in the event a then serving director resigns, is removed, is not renominated
for election or is otherwise unable to serve, the Board of Directors shall not
be obligated to elect or nominate for election a replacement."
"Section 3. Term of Office and Qualifications. Directors need not be
stockholders. Directors shall be divided into three (3) classes, Class I,
Class II, Class III. The directors shall be evenly distributed between the
three classes, but to the extent that is not possible then Class I shall
consist of the odd number of directors. All three classes of directors shall
be initially elected at the Annual Meeting held in calendar year 1996 for the
following terms and until their successors are elected and shall have qualified
to so serve: Class I for a term of one year, Class II for a term of two years,
and Class III for a term of three years. Thereafter, the term of each director
shall be three years and until a successor is elected and shall have qualified
to so serve. The Board of Directors may remove a Director for cause."
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENT TO SECTIONS 2 AND 3 OF ARTICLE 2 OF THE BY-LAWS.
ELECTION OF DIRECTORS
(Proposal 2)
If the immediately above Proposal 1 is adopted, the Board of Directors will
consist of five directors divided into three classes, all of whom are to be
elected at this Annual Meeting as follows: Class I for a term of one year
(Michael McGuire being the nominee), Class II for a term of two years (Mark
Schindler and David S. Zlatin being the nominees), and Class III for a term of
three years (Howard Amster and John C. Loring being the nominees) or until, in
each case, a successor is elected and shall have qualified to so serve. If
Proposal 1 is not adopted the Board of Directors will continue to consist of
four directors divided into two classes (Howard Amster and John C. Loring being
the present Class I directors and Mark Schindler and David S. Zlatin being the
present Class II directors) with Class II to be elected for a term of two years
or until a successor is elected and shall have qualified to so serve, at this
annual meeting. The directors are equal in all respects except for when they
are elected.<PAGE>
The Board of Directors has nominated Mark Schindler and David S. Zlatin as
the Class II directors regardless of whether Proposal 1 is or is not adopted.
In the event that Proposal 1 is adopted the Board of Directors has further
nominated Michael McGuire as the Class I director and Howard
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<PAGE>
Amster and John C. Loring as the Class III directors. It is the intention of
the persons named in the enclosed proxy to vote such proxy for the election of
such nominees.
Management of the Company does not contemplate that any of such nominees will
become unavailable for any reason, but if that should occur before the meeting
or should there be additional board vacancies, proxies that do not withhold
authority to vote for directors will be voted for another nominee, or other
nominees, in accordance with the best judgment of the person or persons
appointed to vote the proxy.
The enclosed form of proxy provides a means to vote for all of the nominees
listed therein, to withhold authority to vote for one or more of such nominees
or to withhold authority to vote for all of such nominees. Each properly
executed proxy received in time for the meeting will be voted as specified
therein, or if a stockholder does not specify in the executed proxy how the
shares represented by the proxy are to be voted, such shares shall be voted for
the nominees listed therein or for other nominees as provided above.
The following table sets forth for current officers and directors and each
nominee for election as director, (i) that person's name, (ii) if applicable
the Director Class nominated for, (iii) all positions with the Company held by
that person, (iv) that person's age, (v) that person's principal occupation for
the past five years and (vi) with respect to nominees for election as
directors, the date on which that person first became a director or officer of
the Company. Unless otherwise indicated, each person has held the position
shown, or has been associated with the named employer in an executive capacity,
for more than five years. The present terms of the directors are for two
years, if the proposed by-law amendment is adopted (Proposal 1) the initial
terms of Classes I, II, & III will be for one, two and three years respectively
and thereafter three years for each class, and, in all cases, until their
respective successors are elected and qualified. The terms of officers expire
at the pleasure of the Board of Directors.<PAGE>
Name, Age, Cal.
Year First
Became a Director
or Officer
& Director Class
if applicable Principal Occupation
Howard Amster Private investor and registered
Director representative with Everen Securities,
48 - since 1992 Inc., Cleveland, Ohio. Director, Geauga
Presently Class I, Savings Bank, a northern Ohio savings
Proposed Class III and loan; Trustee, CleveTrust Realty
Investors, a real estate company.
John C. Loring Attorney and private investor, Chicago,
Director and Chairman Illinois. Director, Fleet Aerospace, Inc.,
51 - since 1988 a manufacturer of components for the
Presently Class I, aerospace market; Director, Guardian
Proposed Class III Bankcorp., Inc., and Director, Geauga
Savings Bank, a northern Ohio savings and
loan.
Michael McGuire Mr. McGuire joined the Company in 1969.
CEO and President Prior to becoming CEO and President he was
42 - since 1991 the Company's General Manager and Director
Nominated to be the of Operations.__
proposed new Class
I Director
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<PAGE>
Irene S. Marcic Prior to joining the Company in 1993, Ms.
CFO, Vice President, Marcic, a Certified Public Accountant, was
Treasurer and Secretary employed with KPMG Peat Marwick LLP as a
28 - since 1993 Senior Accountant.
Mark Schindler Mr. Schindler is a self-employed consultant,
Director private investor, and a partner of Madison
74 - since 1960 Venture Capital Partners, New York, New York.
Class II Mr. Schindler was formerly a director and
officer of Natural Child Care, Inc./Winners
All International, Ltd., Light Savers U.S.A.,
Inc., and Servtex International Inc./Hymedix,
Inc. Mr. Schindler is also a founder, officer
and director of Kushi Macrobiotics, Inc.
Mr. Schindler founded Astrex, Inc.
David S. Zlatin Chief Operating Officer of Ramat Securities,
Director Ltd., Rabbi and private investor.
44 - since 1993
Class II
Nancy Shields Ms. Shields joined the Company in 1990. Prior
Vice President to becoming Vice President she was the
39 - since 1995 Corporate Product Manager and has worked in
the electronics distribution industry
since 1977.
Kenneth Chaplar Mr. Chaplar joined the Company in 1994 as the
Vice President Director of New Business Development. Prior
58 - since 1995 to 1994 Mr. Chaplar was part owner of a
manufacturers representative firm and has
worked in the electronics industry
since 1960.__
Messrs. Amster, Loring and McGuire are members of the Board Executive
Committee. The Executive Committee normally meets twice a month. In addition
John C. Loring is Chairman and Secretary of the Company's wholly owned
subsidiary AVest, Inc., and David Zlatin is President and Treasurer of AVest,
Inc. They are also AVest's two directors. The officers and directors of the
Company's wholly owned subsidiary T.F. Cushing, Inc. are the same as for the
Company.
The following table shows information concerning the compensation paid or
awarded by the Company and its subsidiaries for services to its Chief Executive
Officer during fiscal years ending March 31, 1996, 1995 and 1994. Other than
Mr. McGuire there were no executive officers of the Company whose compensation
was or exceeded $100,000. The Company (i) has no retirement, pension, profit
sharing, stock option, stock appreciation rights or long term incentive plans
for the years in question, (ii) has not awarded any bonuses during or for the
years in question, except as set forth in the table below, and to one other
executive officer, and (iii) has no employment contracts or termination of
employment and change of control arrangements for any of the Company's
executive officers.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Position Fiscal Year Salary ($) Bonus ($)
<S> <C> <C> <C>
Michael McGuire 1996 $150,000 $51,500
CEO & President 1995 $150,000 $ -
1994 $153,662 $30,000
</TABLE>
For the fiscal year ending March 31, 1997, Mr. McGuire will receive an annual
salary of $155,000, a bonus of not less than $30,000 and a car allowance of
$6,000.
In the first quarter of fiscal year 1997, the Company awarded 135,000
unregistered lettered shares of the Company's common stock to 19 employees
(including Mr. McGuire), none of whom received more than 15,000 shares. To the
extent an employee ceases to be employed by the Company prior to March 31, 2000
(other than on account of death) the shares awarded to said employee are
forfeit to the Company.
The Board of Directors held three meetings during fiscal year ending March
31, 1996. Each of the directors of the Company attended each of those
meetings. There were no active standing committees of the Board of Directors
during that fiscal year. During that fiscal year the board of directors
meeting fees were $750 for attendance in person or by telephone. Pursuant to
this arrangement each of the directors received $2,250. In addition, during
the fiscal year ending March 31, 1996 (i) Mr. Loring for services as Chairman
of the Board received 200,000 shares of unregistered and restricted Common
Stock and $25,000, and (ii) Mr. Amster received 200,000 shares of unregistered
and restricted Common Stock. The stock compensation received by Messr. Loring
and Amster was subject to the right of the Company to repurchase said shares
for one cent per share if the director who received said shares ceases to be a
director of the Company prior to January 1, 1997 other than because of his
death or disability or the dissolution of the Company. In fiscal 1996, the
charge to earnings as a consequence of Messr. Amster and Loring's stock
compensation was $12,000. For the fiscal year ended March 31, 1995, Mr. Loring
received $40,000 for services as Chairman of the Board. For the fiscal year to
end March 31, 1997 Messrs. Amster and Loring will each receive $27,000 for
their services as members of the Board's Executive Committee and Mr. Loring
will receive $25,000 for his services as Chairman of the Board.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Irene S. Marcic, David S. Zlatin, Nancy Shields and Kenneth Chaplar, who
owned no common stock at the time of their respective elections to office, have
each belatedly filed one SEC Form 3. The Company is not aware of any other
persons who failed to file on a timely basis any reports relating to the
Company required by Section 16(a) of the Securities Exchange Act during the
fiscal year that ended March 31, 1996.
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<PAGE>
RELATED TRANSACTIONS
None
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
independent public accountants for the current year. Representatives of KPMG
Peat Marwick LLP are expected to be present at the meeting, with the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions. The Board of Directors of the Company
selects and ratifies the appointments of the independent public accountants for
the Company.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of holders of Common Stock intended to be presented at the
Annual Meeting of Stockholders of the Company to be held in calendar year 1997
must be received by the Company, addressed to the Secretary of the Company at
205 Express Street, Plainview, New York 11803, no later than June 30, 1997, to
be considered for inclusion in the Proxy Statement and form of proxy relating
to that meeting.
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<PAGE>
<PAGE>
PROXY
ASTREX, INC.
205 EXPRESS STREET PLAINVIEW, NEW YORK 11803
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints John C. Loring and Howard Amster and each of
them, proxies, with full power of substitution, to vote the shares of Common
Stock of Astrex, Inc. (the "Company") which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held on Monday, October 14, 1996
and any adjournments or postponement thereof, on the matters set forth in the
Notice of Meeting and Proxy Statement dated September 13, 1996, as follows on
the reverse side of this proxy card:
(TO BE SIGNED ON REVERSE SIDE)
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<PAGE>
<PAGE>
Please mark your
votes as in this
example.
1. Proposal to amend the Company's By-Laws to provide for the adoption of
Proposal 1:
[ ] For [ ] Against [ ] Abstain
2. Election of Directors
Class II (for the term ending 1998)
Nominees: Mark Schindler
David S. Zlatin
If Proposal 1 is adopted: Class I (for the term ending 1997)
Nominee: Michael McGuire
If Proposal 1 is adopted: Class III (for the term ending 1999)
Nominee: Howard Amster
John C. Loring
[ ] For all nominees listed above
[ ] Withhold authority to vote for all nominees listed above
To withhold authority to vote for any individual
nominee, print that nominee's name in the space
provided below; the Proxies shall vote for the election
of any nominee not listed below.
- -----------------------------------------
In their discretion, the Proxies are authorized to vote on such other matters
as may properly come before the Meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1
AND FOR EACH OF THE NOMINATED DIRECTORS.
Please mark, sign, date and return the proxy card promptly using the
enclosed envelope.
SIGNATURE ------------------------------- DATE -------------------------
SIGNATURE ------------------------------- DATE -------------------------
Signature if held jointly<PAGE>
Note: Please sign exactly as your name appears above. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please give in full corporate name by President or other
authorized officer. If a partnership, please sign in full partnership name by
authorized person.
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