SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PROLER INTERNATIONAL CORP.
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
........................................................................
4) Proposed maximum aggregate value of transaction:
........................................................................
5) Total Fee Paid:
........................................................................
[X] 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:
........................................................................
2) Form, Schedule or Registration Statement No.:
........................................................................
3) Filing Party:
........................................................................
4) Date Filed:.......................................................
PROLER INTERNATIONAL CORP.
P. O. BOX 286
HOUSTON, TEXAS 77001
To The Stockholders of Proler International Corp. ("the Company"):
This letter supplements the Company's Notice of Annual Meeting of
Stockholders and Proxy Statement dated May 28, 1996 (the "Proxy Statement") with
respect to the Company's 1996 Annual Meeting of Stockholders and any adjournment
thereof (the "Annual Meeting"). This supplement is to be read in conjunction
with the Proxy Statement, which contains full information about the action to be
submitted to the stockholders at the Annual Meeting. Except as modified by this
supplement, the information contained in the Proxy Statement controls. It is
anticipated that this supplement will first be sent or given to stockholders of
the Company on or about July 1, 1996.
The Annual Meeting was adjourned on June 25, 1996, following the
establishment of a quorum, and will be reconvened in the Board Room on the
mezzanine level of the Texas Commerce Bank Building, 707 Travis Street, Houston,
Texas on July 16, 1996 at 9:00 a.m. local time for the purposes of: (1) electing
three directors of the Company and (2) transacting such other business as may
properly be brought before the meeting. Owners of record of the Company's Common
Stock at the close of business on May 8, 1996 will be entitled to vote at the
Annual Meeting.
Steven F. Gilliland resigned effective June 24, 1996 as a director and as
the President and Chief Executive Officer of the Company to accept a position
with an electric utility company. Given the timing of Mr. Gilliland's unexpected
resignation, the Company decided to adjourn the Annual Meeting, originally
scheduled for June 25, 1996, to July 16, 1996. The Board of Directors has
appointed Bruce W. Wilkinson as the interim President and Chief Executive
Officer of the Company, effective July 1, 1996, to serve until a permanent
replacement is selected. As described in the Proxy Statement, Mr. Wilkinson
joined the Board of Directors of the Company in May 1996 and is the former
Chairman and Chief Executive Officer of CRSS, Inc.
As set forth in the Proxy Statement, the principal purpose of the Annual
Meeting is to elect three directors of the Company. Herman Proler, Harvey Alter
and Bruce Wilkinson have been nominated for election. The term of the
directorship vacated by Mr. Gilliland expires in 1998, and that position will
not be filled at the Annual Meeting. Each valid proxy received in time for
voting at the reconvened Annual Meeting will be voted at the Annual Meeting in
accordance with the specifications thereon. If no contrary specification is
made, all shares represented by an executed proxy will be voted for the nominees
for the Board of Directors named therein. Any stockholder who has submitted a
proxy may revoke it at any time before it is exercised by giving notice in
writing to the Secretary of the Company. The proxy will automatically be revoked
if the stockholder votes in person at the Annual Meeting or provides a later
dated proxy.
If you returned the original proxy that accompanied your Proxy Statement
and do not want to change your vote, you do not need to take any further action.
If you returned the original proxy that accompanied your Proxy Statement and
would now like to change your vote in any manner, simply complete and sign the
enclosed proxy and return it as soon as possible in the envelope provided. If
you have not returned the original proxy, please complete and sign the enclosed
proxy and return it as soon as possible in the envelope provided.
Sincerely,
/s/ Herman Proler
Herman Proler
Chairman of the Board
<PAGE>
PROLER INTERNATIONAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE RECONVENED ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 16, 1996.
P The undersigned hereby appoints Michael Loy and David Juengel, or either
R of them, as Proxies, each with the power to appoint his substitute, and
O hereby authorizes them to represent and to vote as designated herein, all
X shares of common stock of Proler International Corp. which the undersigned
Y is entitled to vote at the annual reconvened meeting of stockholders to be
held on July 16, 1996, 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 MADE, THE PROXY WILL BE VOTED
FOR PROPOSAL 1, WHICH IS BEING PROPOSED BY THE BOARD OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE PROMPTLY
(PLEASE SIGN ON REVERSE SIDE)
<PAGE>
<TABLE>
<CAPTION>
Please mark your SHARES IN YOUR NAME
[X] votes as in this
example.
<S> <C> <C> <C> <C>
FOR WITHHOLD AUTHORITY
all nominees to vote for all
listed nominees listed
Nominees:
1. Election of [ ] [ ] HERMAN PROLER 2. In their discretion, the Proxies are
Directors HARVEY ALTER authorized to vote upon such business as may
BRUCE W. WILKINSON properly come before the meeting or any
adjournment thereof
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE HIS (THEIR) NAME(S) ON THE LINE(S) BELOW
_________________________________
_________________________________
SIGNATURE(S)_______________________________ DATE _______________
SIGNATURE(S)_______________________________ DATE _______________
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND
RETURN IN THE ENCLOSED
ENVELOPE PROMPTLY
