C&D
CHARTER POWER SYSTEMS, INC.
3043 WALTON ROAD
PLYMOUTH MEETING, PA 19462
TELEPHONE (610) 828-9000
May 26, 1995
Dear Stockholder:
It is our pleasure to invite you to the Annual Meeting of
Stockholders of Charter Power Systems, Inc. to be held on Monday, June
26, 1995, at 10:00 A.M., at Proskauer Rose Goetz & Mendelsohn LLP,
1585 Broadway, 26th Floor, New York, New York.
Whether or not you plan to attend and regardless of the number of
shares you own, it is important that your shares be represented at the
meeting. Accordingly, you are urged to sign, date and return your
proxy promptly in the enclosed envelope, which requires no postage if
mailed in the United States.
We sincerely hope you will be able to join us at the meeting.
The officers and directors of the Company look forward to seeing you
at that time.
Sincerely,
\s\George J. Sbordone
George J. Sbordone
Chairman of the Board
<PAGE>
CHARTER POWER SYSTEMS, INC.
3043 Walton Road
Plymouth Meeting, Pennsylvania 19462
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 26, 1995
The Annual Meeting of Stockholders of Charter Power Systems, Inc.
(the "Company") will be held at Proskauer Rose Goetz & Mendelsohn LLP,
1585 Broadway, 26th Floor, New York, New York, on Monday, June 26,
1995, at 10:00 A.M., for the following purposes:
1. To elect directors of the Company for the ensuing year.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants for the Company.
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on May 22,
1995 as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting and at any adjournments
thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND DATE
THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF
DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Glenn M. Feit
Secretary
May 26, 1995
<PAGE>
CHARTER POWER SYSTEMS, INC.
3043 Walton Road
Plymouth Meeting, Pennsylvania 19462
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 26, 1995
GENERAL INFORMATION
The accompanying proxy is solicited by and on behalf of the Board
of Directors of Charter Power Systems, Inc. (the "Company") to be used
at the Annual Meeting of Stockholders to be held at Proskauer Rose
Goetz & Mendelsohn LLP, 1585 Broadway, 26th Floor, New York, New York,
on Monday, June 26, 1995 at 10:00 A.M., and at any adjournments
thereof.
When the accompanying proxy is properly executed and returned,
the shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), it represents will be voted at the meeting in
accordance with any directions noted thereon and, if no direction is
indicated, the shares it represents will be voted: (i) FOR the
election of the nominees for directors set forth below; (ii) FOR
ratification of the appointment of Coopers & Lybrand L.L.P. as
independent public accountants for the Company; and (iii) in the
discretion of the holders of the proxy with respect to any other
business that may properly come before the meeting. Any stockholder
signing and delivering a proxy may revoke it at any time before it is
voted by delivering to the Secretary of the Company a written
revocation or a duly executed proxy bearing a date later than the date
of the proxy being revoked. Any stockholder attending the meeting in
person may withdraw his proxy and vote his shares.
The cost of this solicitation of proxies will be borne by the
Company. Solicitations will be made only by mail; however, officers
and regular employees of the Company may solicit proxies personally or
by telephone or telegram. Those persons will not be compensated
specially for such services. The Company may reimburse brokers,
banks, custodians, nominees, and fiduciaries holding shares of Common
Stock in their names or in the names of their nominees for their
reasonable charges and expenses in forwarding proxies and proxy
material to the beneficial owners of such shares.
The approximate date on which this Proxy Statement first will be
mailed to stockholders of the Company is May 26, 1995.
<PAGE>
VOTING RIGHTS
Only holders of record of shares of Common Stock at the close of
business on May 22, 1995 will be entitled to vote at the Annual Meeting
of Stockholders. On that date, there were outstanding 5,973,991 shares
of Common Stock, the holders of which are entitled to one vote per share
on each matter to come before the meeting. Voting rights are non-
cumulative.
The presence, in person or by proxy, of stockholders holding a
majority of the outstanding shares of Common Stock entitled to vote will
constitute a quorum at the Annual Meeting. Directors will be elected at
the Annual Meeting by a plurality of the votes cast (i.e., the nine
nominees receiving the greatest number of votes will be elected as
directors). Abstentions and broker non-votes (which occur when a nominee
holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the
beneficial owner) are counted for purposes of determining the presence or
absence of a quorum at the meeting. Abstentions are counted in tab-
ulations of the votes cast on proposals presented to stockholders, but
broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
PRINCIPAL STOCKHOLDERS
As of May 22, 1995, the persons listed in the following table were
the only persons known to the Company (based on information set forth in
Schedules 13D and 13G filed with the Securities and Exchange Commission
or otherwise provided to the Company by these persons) to be the bene-
ficial owners of more than five percent of the Company's outstanding
shares of Common Stock. Except as otherwise noted below, each of the
listed persons has sole voting and dispositive power with respect to the
shares listed opposite his or its name in the table.
Shares of
Name and address of Common Stock Percent
Beneficial Owner Beneficially Owned of Class
---------------- ------------------ --------
Charterhouse Group International, Inc. (1) 1,745,946 29.2%
535 Madison Avenue
New York, New York 10022
Mezzanine Capital Corporation Limited (1) 598,471 10.0%
c/o Wellington Administrators (C.I.) Ltd.
Capital House Building
Bath Street - St. Helier
Jersey, Channel Islands
Robert Alvine (2) 567,525 9.2%
55 North Racebrook Road
Woodbridge, Connecticut 06525
J. P. Morgan & Co. Incorporated (3) 433,000 7.2%
60 Wall Street
New York, New York 10260
<PAGE>
Beneficial Owners, continued
Candace K. Weir (4)
and
C. L. King & Associates, Inc. (4) 338,900 5.7%
9 Elk Street
Albany, New York 12207
Globe Venture Nominees Limited (1) (5) 315,730 5.3%
Hobart House
Grosvenor Place
London SW1X 7AD, England
Slough Parks Holdings Incorporated (1) (6) 315,730 5.3%
One First National Plaza
Chicago, Illinois 60603
FMR Corporation (7) 313,500 5.2%
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors Inc. (8) 310,100 5.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
____________________
(1) Charterhouse Group International, Inc. ("Charterhouse") is not the
record owner of any shares of Common Stock. The amount and
percentage in the above table for Charterhouse are attributable to
the following:
(a) Certain stockholders (the "Investors") of the Company (of
which, only each of Globe Venture Nominees Limited and Slough
Parks Holdings Incorporated individually owns of record more
than 5% of the Company's Common Stock) each have entered into
separate Investment Management Agreements (the "Investment
Management Agreements") with Charterhouse, pursuant to each of
which Charterhouse manages certain investments, including the
investment in Common Stock of the Company, on behalf of the
Investor that is a party thereto and, in connection therewith,
generally is granted authority to vote and dispose of those
investments. By reason of the foregoing, the Company believes
that, for purposes of Section 13(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), Charterhouse may be con-
sidered to be the beneficial owner of all shares of Common
Stock held by the Investors (an aggregate of 1,147,475 shares
or 19.2% of the outstanding shares of Common Stock). Charter-
house disclaims beneficial ownership of all of such shares, and
each Investor disclaims beneficial ownership of the shares held
by the other Investors.
<PAGE>
(b) Charterhouse is a party to an Investment Advisory Agreement
with Mezzanine Capital Corporation Limited ("MCC"), pursuant to
which Charterhouse provides investment advice to MCC, including
advice as to its investment in the Common Stock of the Company,
but does not have the power to vote or dispose of any such
investment on MCC's behalf. In addition, one of the stock-
holders of Charterhouse is a principal stockholder of MCC, and
the eleven members of MCC's Board of Directors include (i)
Messrs. Merril M. Halpern and Jerome L. Katz, who are
directors, executive officers and stockholders of Charterhouse
and directors of the Company, (ii) three representatives of
stockholders of Charterhouse, one of whom is a director of
Charterhouse, (iii) two representatives of affiliates of a
nonvoting stockholder of Charterhouse, and (iv) one other
director of Charterhouse (who is not affiliated with any of its
stockholders). By reason of the foregoing, the Company
believes that, for purposes of Section 13(d) of the Exchange
Act, Charterhouse may be considered to be the beneficial owner
of the shares of Common Stock held by MCC. Charterhouse
disclaims beneficial ownership of the shares held by MCC.
The shares listed in the above table for Charterhouse do not include
the 567,525 shares owned by Mr. Alvine. By reason of the Investment
Management Agreements and the agreement between Mr. Alvine and the
Investors described in footnote 2 below, Charterhouse may be deemed
to have shared power to dispose of the shares owned by Mr. Alvine
and, therefore, may be deemed to be the beneficial owner of those
shares. Charterhouse disclaims beneficial ownership of the shares
owned by Mr. Alvine.
Each of Messrs. Halpern and Katz is the record owner of 105,579
shares or 1.8% of the outstanding shares of Common Stock. Each of
them disclaims beneficial ownership of the shares of Common Stock of
which Charterhouse may be considered to be the beneficial owner.
(2) Mr. Alvine (i) owns 10,000 shares acquired in a broker's transaction
that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), (ii) owns 30,000 shares acquired upon
the exercise of stock options, that have been registered under the
Securities Act, (iii) owns 316,515 shares that have not been
registered under the Securities Act, but with respect to which Mr.
Alvine has a demand registration right and (iv) has a fully vested
and presently exercisable option to purchase 211,010 shares, which
expires April 30, 1996 (see "Certain Transactions" below). The
figure for Percent of Class assumes that all 211,010 shares issuable
upon exercise of such option are issued. Mr. Alvine has entered into
an agreement with the Investors pursuant to which: (a) the Investors
have the right to require Mr. Alvine (and, if not so required by the
Investors, Mr. Alvine has the right) to participate on a pro rata
basis in any sale by Charterhouse on behalf of the Investors of any
shares of Common Stock owned by them; and (b) the Investors have a
right of first refusal with respect to any proposed sale by Mr.
Alvine of any of his shares of Common Stock.
<PAGE>
(3) Based on Amendment No. 2 to the Schedule 13G, dated December 30,
1994, filed by J.P. Morgan & Co. Incorporated. This party has no
voting power but sole dispositive power with respect to 131,900 of
the shares listed opposite its name in the table.
(4) Based on the Schedule 13D, dated May 5, 1993, jointly filed by
Candace K. Weir and C.L. King & Associates, Inc. Those parties have
shared dispositive power and no voting power with respect to 134,300
of the shares listed opposite their names in the table.
(5) Each of The Mineworker's Pension Scheme and The British Coal Staff
Superannuation Scheme indirectly beneficially owns 50% of these
shares.
(6) Slough Estates PLC, the parent company of the listed entity,
indirectly beneficially owns these shares.
(7) Based on the Schedule 13G, dated February 13, 1995, filed by FMR
Corporation. This party has no voting power but sole dispositive
power with respect to 304,700 of the shares listed opposite its name
in the table.
(8) Based on the Schedule 13G, dated January 30, 1995, filed by
Dimensional Fund Advisors Inc. ("Dimensional"). Dimensional, a
registered investment advisor, is deemed to have beneficial ownership
of 310,100 shares of Charter Power Systems Inc. stock as of December
31, 1994, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all
of which Dimensional serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares. Dimensional has
no voting power but sole dispositive power with respect to 52,100 of
the shares listed opposite its name in the table.
ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders, the entire Board of Directors
is to be elected. In the absence of instructions to the contrary, the
shares of Common Stock represented by a proxy delivered to the Board of
Directors will be voted FOR the nine nominees named under "Management"
below. Each nominee has consented to being named as a nominee in this
Proxy Statement and to serve if elected. However, if any such nominee
should become unable to serve as a director for any reason, votes will be
cast instead for a substitute nominee designated by the Board of
Directors or, if none is so designated, will be cast according to the
judgment of the person or persons voting the proxy.
MANAGEMENT
The table below and the paragraphs that follow it present certain
information concerning the nominees for directors, who are the sole
current directors, and the executive officers of the Company. Directors
are elected annually to serve until the next annual meeting of stock-
holders and until their successors have been elected. Officers are
<PAGE>
elected by and serve at the discretion of the Board of Directors. There
are no family relationships between any of the directors and executive
officers of the Company.
Shares of
Common Stock
Positions & Beneficially Percent
Offices with Owned as of of
Nominees for Directors the Company Age 4/30/95 Class
---------------------- ------------ --- ----------- -----
George J. Sbordone (1)(2) Chairman of 75 62,000 1.0%
the Board
Alfred Weber (1)(2) Director, Presi- 62 266,590 4.3%
dent and Chief
Executive Officer
Merril M. Halpern (1)(3)(5) Director 61 105,579 1.8%
Jerome L. Katz (3)(5) Director 61 105,579 1.8%
A. Lawrence Fagan Director 65 61,012 1.0%
Patricia R. Merrick (1) Director 53 38,472 *
Glenn M. Feit (3) Director and 65 1,000 *
Secretary
Warren A. Law (4) Director 71 1,500 *
David Beretta (4) Director 66 1,000 *
Executive Officers who
are not Directors
----------------------
George Branca (2) Vice President 48 18,500 *
and General
Manager - PowerCom
Division
Stephen E. Markert, Jr. (2)(6) 43 5,940
Vice President -
Finance and
Treasurer
Leslie S. Holden (2) Vice President - 58 18,500 *
Technology
Apostolos Kambouroglou (2)(6) 52 8,500
Vice President
and General
Manager - Motive Power
Systems Division
A. Gordon Goodyear (2) Vice President 46 14,500 *
and General
Manager - Inter-
national Power
Systems, Inc.
All directors and 708,672 11.3%
officers as a
group (14 persons)
_______________
* Less than 1% of outstanding shares of Common Stock.
(footnotes continue on following page)
<PAGE>
(1) Member of the Executive Committee.
(2) The figures for shares of Common Stock beneficially owned as of
April 30, 1995 include fully vested and presently exercisable
options to purchase (a) 60,000 shares for Mr. Sbordone, (b) 195,000
shares for Mr. Weber, (c) 12,500 shares for Mr. Branca, (d) 2,000
shares for Mr. Markert, (e) 16,500 shares for Mr. Holden, (f) 8,500
shares for Mr. Kambouroglou and (g) 14,500 shares for Mr. Goodyear.
The figures for Percent of Class assume, as to each individual only,
that all shares issuable to such individual upon exercise of such
options have been issued.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.
(5) See "Principal Stockholders."
(6) Elected as Executive Officers as of February 1, 1995.
____________
George J. Sbordone became Chairman of the Board of the Company in
December 1992, having previously served as a director of the Company
since February 1987. Since September 1991, Mr. Sbordone has been the
Chief Executive Officer of a number of holding companies (in which a
Charterhouse affiliate is a significant investor) that own several sub-
sidiaries engaged in the manufacture of electronic components used in
avionics, radar and communication. From January 1990 to September 1991,
Mr. Sbordone was a nonstockholding Principal of Charterhouse. From 1971
until his retirement in January 1990, he was Chairman of the Board and
President of Tempo Instrument Incorporated, a wholly owned subsidiary of
Bowthorpe Holdings PLC and a manufacturer of electronic devices and power
supplies.
Alfred Weber has been President since joining the Company in April
1989 and became Chief Executive Officer in December 1992. He was an
independent consultant from June 1987 to March 1989. From November 1986
to May 1987, Mr. Weber was President and Chief Executive Officer of
Uniroyal Plastics Company, Inc. From November 1983 to October 1986, he
was Vice President and General Manager of the Uniroyal Plastics Division
of Uniroyal, Inc. From April 1981 to October 1983, he was Chairman and
Chief Executive of Uniroyal Ltd., based in England, while simultaneously
serving as Regional Vice President of Uniroyal Europe. From 1964 through
April 1981, Mr. Weber held various managerial positions at several other
Uniroyal companies.
Merril M. Halpern has been a director of the Company since August
1986 and was Chairman of the Board from August 1986 until February 1989.
He has been an executive officer of Charterhouse since 1973, and
currently serves as its Chairman and Co-Chief Executive Officer. See
"Certain Transactions." Mr. Halpern also is a director of Dreyer's Grand
Ice Cream, Inc. ("Dreyer's"), a manufacturer and distributor of ice cream
products; Del Monte Corporation, a processor and marketer of canned foods
and vegetables; and Insignia Financial Group, Inc., a residential
property management firm.
<PAGE>
Jerome L. Katz has been a director of the Company since August 1986.
He has been an executive officer of Charterhouse since 1973 and currently
serves as its President and Co-Chief Executive Officer. Mr. Katz also is
a director of Cryenco Sciences, Inc., a manufacturer of sophisticated
leak-tight container systems; and Dreyer's.
A. Lawrence Fagan has been a director of the Company since January
1986. He has been an executive officer of Charterhouse since July 1983,
having been Senior Vice President from July 1983 to December 1984 and
Executive Vice President since then. He is also a director of CableMaxx,
Inc., a wireless cable operator.
Patricia R. Merrick has been a director of the Company since January
1986. She has been an executive officer of Charterhouse since 1977,
having been Senior Vice President since May 1984.
Glenn M. Feit has been a director and the Secretary of the Company
since January 1986. He is a member of the law firm of Proskauer Rose
Goetz & Mendelsohn LLP, general counsel to the Company. Mr. Feit has
been engaged in the practice of law in New York since 1957.
Warren A. Law has been a director of the Company since February
1987. He has been a Professor at the Harvard Business School since 1958
(through June 1991 in an active capacity) and currently is the Edmund
Cogswell Converse Professor of Finance and Banking Emeritus.
David Beretta became a director of the Company in May 1993. He has
been a director and Vice Chairman of the Board of AMTROL Inc., a
manufacturer of tanks for heating and well-water systems, since 1986 and
in 1991 became its President and Chief Operating Officer. He is the
former Chairman and Chief Executive Officer of Uniroyal, Inc. and has
been the President of Executive Consulting, Inc. since 1982. Mr.
Beretta was Executive-in-Residence and a member of the teaching staff at
the Graduate School of Business at the University of Rhode Island from
1982 to 1990. Mr. Beretta is also a director of Purepac Pharmaceutical
Inc., a manufacturer of pharmaceuticals.
George Branca joined C&D Batteries, the predecessor of Charter Power
Systems, Inc., in 1978 as a manager of the quality assurance department.
He has held the positions of Director of Quality, Director of Sales,
Director of Marketing, Vice President of Marketing, Vice President and
General Manager - Motive Power Systems Division and in February 1995 was
appointed Vice President and General Manager - PowerCom Division.
Stephen E. Markert, Jr. was appointed Vice President and Chief
Financial Officer in February 1995. He joined the Company in May 1989 as
Corporate Controller. From 1981 to 1989 he was with Decision Data
Computer Corporation of Horsham, Pennsylvania where he advanced to
Corporate Controller.
Leslie S. Holden, F.R.I.C., Ph.D., joined the Company in September
1989 as Vice President - Technology. From June 1988 to September 1989,
Dr. Holden was Director - Technology of Altus Corp., a manufacturer of
sealed recombinant calcium lead acid batteries primarily for the
uninterruptible power systems market.
<PAGE>
Apostolos Kambouroglou was appointed Vice President and General
Manager - Motive Power Systems in February 1995. He joined the Company
in March 1991 as plant manager of the Conyers, Georgia plant. He was
subsequently promoted in February 1993 to Senior Director - Standby
Operations and was promoted to divisional Vice President of C&D PowerCom
operations in March 1994. Prior to this, he was President of Enicon
Engineered Containers, Inc. of Bristol, Indiana.
A. Gordon Goodyear, Ph.D., joined the Company in June 1991, as Vice
President and General Manager - Power Electronics. Since April 1994, he
has been Vice President and General Manager - International Power
Systems, Inc. Prior to joining the Company he was President of IRD
Mechanalysis (Canada).
The Board of Directors has established an Executive Committee, a
Compensation Committee and an Audit Committee. The Executive Committee
assists the Board in its responsibilities, the Compensation Committee
reviews the compensation of executives (including awards pursuant to the
Company's Incentive Compensation Plan) and administers the Company's
Stock Option Plan, and the Audit Committee, which is comprised of
directors who are not officers or employees of the Company, reviews the
scope of the independent audit, the Company's year-end financial
statements and such other matters relating to the Company's financial
affairs as its members deem appropriate.
The Board of Directors held four regular meetings and one special
meeting during the year ended January 31, 1995. The Compensation
Committee held three meetings and the Audit Committee held two meetings.
Each of the directors attended 75% or more of the meetings of the Board
of Directors and each Committee of which he or she was a member in the
year ended January 31, 1995.
<PAGE>
The Company learned during a review of its records that certain
directors and officers did not file, on a timely basis, reports under
Section 16(a) of the Securities Exchange Act with regard to options
granted to them under the Company's stock option plan (they have filed
other required reports). The reports are summarized below. In addition,
Stephen E. Markert, Jr. and Apostolos Kambouroglou, who became officers
as of February 1 (after the end of the last fiscal year) failed to file
initial reports under Section 16(a) on a timely basis. All reports
referred to in this paragraph have now been filed.
Number of Number of
Name Reports Transactions
---- --------- ------------
Alfred Weber 3 3
George J. Sbordone 2 2
Leslie S. Holden 3 3
George Branca (1) (2) 5 3
A. Gordon Goodyear (1) 4 3
Gary M. Cademartori (3) 4 4
Paul McLaughlin (4) 2 2
______________
(1) Includes one report upon becoming an executive officer for employee
stock options previously granted.
(2) Includes one report on exercise of stock options.
(3) Resigned effective January 31, 1995.
(4) Resigned effective June 14, 1994.
<PAGE>
<TABLE>
Executive Compensation
The following table sets forth information concerning annual and long-term compensation paid by
the Company for each of the last three fiscal years to its Chairman of the Board, Chief Executive
Officer, three other executive officers and two former executive officers as of January 31, 1995
whose total annual salary and bonus for the Company for the year then ended exceeded $100,000.
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Other Underlying All
Name Annual Options Other
& Principal Fiscal Salary Bonus Compensation Granted Compensation
Position Year ($) (1) ($) (2) ($) (3) (#) ($) (4)
- ----------- ------ ------- --------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Alfred Weber 1995 $344,194 $232,000 -- 50,000 $ 4,620
President and 1994 339,799 162,500 -- -- 217,213 (9)
Chief Executive 1993 263,604 -- -- 60,000 5,187
Officer
George J. Sbordone 1995 87,503 50,000 -- 20,000 --
Chairman of 1994 54,169 50,000 -- -- --
the Board 1993 -- -- -- 50,000 --
George Branca 1995 143,339 60,000 -- 10,000 4,687
Vice President 1994 120,005 52,500 $28,750 5,000 4,530
and General 1993 108,190 14,000 -- 10,000 2,504
Manager - PowerCom
Division
A. Gordon Goodyear 1995 126,642 80,000 -- 9,000 70,152 (10)
Vice President 1994 100,004 42,000 -- 5,000 4,169
and General 1993 85,003 9,000 -- 7,500 1,417
Manager - Inter-
national Power
Systems, Inc.
Leslie S. Holden 1995 134,172 48,000 -- 8,000 4,637
Vice President - 1994 126,672 46,500 -- 5,000 4,514
Technology 1993 113,671 12,000 -- 10,000 2,419
Gary Cademartori 1995 (5) 148,339 20,000 110,750 11,000 129,073 (11)
Former Vice 1994 135,839 57,000 57,750 10,000 63,767 (12)
President - 1993 47,168 (7) 3,000 -- 10,000 2,150 (12)
Finance and Treasurer
Paul McLaughlin 1995 (6) 58,960 -- 61,875 -- 281,190 (13)
Former Vice 1994 150,005 (8) 61,300 -- 5,000 1,757
President and 1993 114,253 (8) 11,000 -- 15,000 --
General Manager -
PowerCom Division
______________
(footnotes begin on following page)
</TABLE>
<PAGE>
(1) Does not include the value of certain personal benefits. The
estimated value of such personal benefits for each listed officer
did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus paid to that officer for the relevant fiscal year.
(2) Represents incentive compensation under the Company's Incentive
Compensation Plan. Also includes payments to Messrs. Weber,
Goodyear and Cademartori of $20,000 each, related to the
acquisition of the PowerSystems Division of ITT.
(3) Represents amounts earned relating to the exercise of stock
options.
(4) Represents employer matching contributions under the Company's
Savings Plan.
(5) Mr. Cademartori joined the Company on November 30, 1992 and ceased
being an executive officer upon his resignation effective January
31, 1995.
(6) Mr. McLaughlin joined the Company on June 7, 1992 and ceased being
an executive officer upon his resignation effective June 14, 1994.
(7) Includes a $25,000 signing payment received by Mr. Cademartori upon
the commencement of his employment with the Company in fiscal year
1993.
(8) Includes a $30,000 signing payment received by Mr. McLaughlin upon
the commencement of his employment with the Company in 1993 and a
one-time $10,000 payment in 1994.
(9) Includes $212,471 relocation and tax gross-up reimbursement in
connection with Mr. Weber's appointment as Chief Executive Officer.
(10) Includes $65,936 relocation and tax gross-up reimbursement in 1995.
(11) Includes $124,420 related to severance payments made in February
1995.
(12) Includes $63,301 related to relocation and tax gross-up
reimbursement in 1994 and $2,150 of relocation reimbursement in
1993.
(13) Includes $276,510 in severance payments to be paid during the
period of June 1994 through March 1996.
____________
The Company has entered into an employment agreement (as most
recently amended as of January 1, 1993, the "Amended Agreement") with Mr.
Weber, providing for an annual base salary, effective January 1, 1993, of
$325,000, which was adjusted effective May 1, 1993 to $335,700 to reflect
the increase in the Consumer Price Index since April 1992, further
adjusted effective May 1, 1994 to $347,000, and has been further adjusted
effective May 1, 1995 to $353,600. Mr. Weber's annual base salary is
subject to further adjustment on each subsequent May 1 for any increase
in the Consumer Price Index since April of the preceding year.
<PAGE>
The Amended Agreement is renewable automatically for successive one-year
terms, commencing April 30, 1994, unless terminated by either party upon
at least three months advance notice to the other prior to the expiration
of any term or unless terminated by Mr. Weber at any time on at least six
months advance notice to the Company. The Amended Agreement also
provides for a severance payment to be made if Mr. Weber elects to
exercise his right to terminate the agreement upon a change of control
(as defined) of the Company, in an amount equal to the annual base salary
then in effect (subject to adjustment in certain circumstances for any
increase in the Consumer Price Index since the commencement of the then
current term). Mr. Weber is subject to certain restrictions on
competition with the Company for a period of one year following
termination of employment.
The Company has also entered into employment agreements with Dr.
Holden and Messrs. Branca and Goodyear. Effective October 1993, February
1993 and March 1994, respectively, their annual base salaries under these
agreements were $130,000, $120,000 and $100,000, respectively, subject to
increase during the course of the year by the Compensation Committee of
the Board of Directors. Upon such review, effective April 1994 and April
1995, Dr. Holden's base salary was $135,000 and $140,000, respectively.
Effective December 1993 and February 1995, Mr. Branca's base salary was
$140,000 and $156,000, respectively. Mr. Goodyear's base salary,
effective April 1994 and April 1995, was $130,000 and $145,000,
respectively. Each of these agreements is renewable automatically for
successive terms of one month each, unless terminated by either party
upon 60 days written notice. The agreements restrict each of Dr. Holden
and Messrs. Branca and Goodyear form competing with the Company for a
period of one year following the termination of his employment. Each of
the agreements also provides that if employment is terminated by the
Company without cause or as a result of the nonrenewal of the agreement,
the Company is obligated to pay the employee his base salary in effect at
the date of termination for a one-year period.
The Company has agreed to pay two special bonuses to certain of its
employees, including Messrs. Weber, Branca, Holden and Goodyear, if they
remain employed by the Company six months (for the first bonus payment)
and one year (for the second bonus payment) after the closing of a
"change of control" transaction, as defined. The amount of each bonus
for Messrs. Weber, Branca, Holden and Goodyear is $86,750, $39,000,
$33,750 and $32,500, respectively. If an employee is terminated without
cause for any reason connected with or related to a "change of control"
transaction, of if the Company seeks to relocate the employee more than
100 miles from his current place of employment and the employee chooses
not to move, all special bonus amounts not yet paid are to be paid on the
last day of employment.
The Company entered into an agreement with Mr. McLaughlin upon his
leaving the Company in June 1994, which provided that the Company would
pay $10,000 to a consultant in respect of Mr. McLaughlin in June 1994,
and would pay to Mr. McLaughlin his then current salary and certain
benefits through June 7, 1995 and such salary and reduced benefits
through March 7, 1996. The Company had previously entered into an
employment agreement with Mr. McLaughlin containing restrictions from
competing with the Company, which restrictions remain in effect through
June 7, 1995.
<PAGE>
The Company also entered into an agreement with Mr. Cademartori upon
his leaving the Company in January 1995, which provided that the Company
would pay to Mr. Cademartori the aggregate amount of $124,420. Under the
agreement, the Company also repurchased 5,300 shares of the Company's
common stock from Mr. Cademartori for his cost, or $86,602.
Pension Plan
The C&D Charter Power Systems, Inc. Pension Plan for Salaried
Employees (the "Pension Plan") covers nonunion salaried employees of C&D
Charter Power Systems, Inc. ("C&D") who either have participated in its
predecessor company's pension plan or have completed one year of service
with C&D. The Pension Plan is a qualified plan under Section 401(a) of
the Code. The Pension Plan is a noncontributory defined benefit plan
that provides for normal retirement benefits beginning at age 65 but
permits early retirement benefits in certain cases, subject to a reduc-
tion of benefits for employees who retire earlier than age 62. Under the
Pension Plan, the pension payable at normal or late retirement equals
2.1% of a participant's "average pay" (as defined below) during the
highest paid five consecutive years of the participant's last ten years
of employment multiplied by the number of years of credited service up to
15 (including service with C&D's predecessor company), plus 1.6% of such
average pay for each year in excess of 15 years up to a maximum of 15
additional years, reduced by .5% (the "Offset") of Covered Compensation
(35-year average of the Social Security wage base ending the year prior
to Social Security Normal Retirement Age) multiplied by his years of
credited service up to 30 years. The term "average pay" as used in the
Pension Plan was amended January 1, 1994 to include salary, overtime,
executive incentive compensation, sales bonuses, 30% of sales commis-
sions, and any tax deferred contributions to the Savings Plan. An
unreduced disability benefit is provided after ten years of eligibility
service, and a death benefit to a surviving spouse equal to approximately
50% of the value of the participant's pension benefit at the time of
death is provided after five years of eligibility service or age 65. The
Code places certain maximum limitations on the amount of benefit which
may be payable under a qualified pension plan such as the Pension Plan.
The current limitation on an employee's annual benefit is the lesser of
$120,000 and the employee's average compensation for the three years that
he was most highly compensated.
<PAGE> <PAGE>
The following table illustrates the total estimated annual pension
benefits that would be provided upon retirement under the benefit formula
described above to salaried employees for the specified remuneration and
years of credited service classifications set forth below. Benefit
amounts shown are computed on a straight life basis, prior to the Offset
described above.
Years of Credited Service (1)(2)(3)
-----------------------------------
Average Pay 5 10 20 30 40
----------- ------- ------- ------- ------- -------
$125,000 $13,125 $26,250 $49,375 $69,375 $69,375
150,000 (4) 15,750 31,500 59,250 83,250 83,250
175,000 15,750 31,500 59,250 83,250 83,250
200,000 15,750 31,500 59,250 83,250 83,250
225,000 15,750 31,500 59,250 83,250 83,250
_______________
(1) It is expected that Messrs. Branca, Goodyear, Holden and Weber
will have 34, 22, 13 and 8 years of credited service, respec-
tively, at normal retirement.
(2) For the plan year ended December 31, 1994, the amount of
remuneration, for purposes of calculations under the Pension
Plan, for Messrs. Weber, Branca, Goodyear and Holden was
$150,000.
(3) The maximum annual benefit of $120,000 will be reduced for
pension benefits which begin before, and increased for pension
benefits which begin after, the participant's Social Security
Normal Retirement Age.
(4) Commencing January 1, 1994, the maximum compensation limit is
$150,000. The limit for prior years is $235,840. After
reflecting these limits, Mr. Weber's projected retirement benefit
is $34,298 prior to offset.
<PAGE>
Option Grants in Fiscal 1995
The following table presents certain information concerning the
stock options granted by the Company to its Chairman of the Board, Chief
Executive Officer, other three named executive officers and one former
executive officer pursuant to the Company's Stock Option Plan in the year
ended January 31, 1995.
Individual Grants
Number of
Securities % of Total
Underlying Options Exercise Grant Date
Options Granted to Price Present
Granted Employees in Per Expiration Value
Name (#) Fiscal Year Share Date (3) ($) (4)
- ---- --------- ------------ ------ --------- -------
George J. Sbordone 20,000 (1) 7.5% $12.00 4/25/04 $147,000
Alfred Weber 50,000 (1) 18.8% 12.00 4/25/04 367,500
George Branca 10,000 (1) 3.8% 12.00 4/25/04 73,500
A. Gordon Goodyear 9,000 (1) 3.4% 12.00 4/25/04 66,150
Leslie S. Holden 8,000 (1) 3.0% 12.00 4/25/04 58,800
Gary Cademartori 11,000 (2) 4.1% 12.00 4/25/04 80,850
_______________
(1) 50% of these options vested on April 26, 1995, with the remaining
50% to vest on April 26, 1996.
(2) These options were forfeited effective January 31, 1995 as a
result of the resignation of Mr. Cademartori.
(3) Each option is subject to earlier termination if the officer's
employment with the Company is terminated.
(4) The stock options were valued using the Black-Scholes pricing
model.
<PAGE>
<TABLE>
Option Exercise in Last Fiscal Year and Fiscal 1995 Year-End Option Values
The following table presents certain information concerning the amount and value (if they
were in-the-money) of all unexercised stock options held by the Company's Chairman of the Board,
President and Chief Executive Officer, three named executive officers and two former executive
officers, as of January 31, 1995.
<CAPTION>
Value of Unexercised In-
the-Money Options at 1/31/95
----------------------------------
Shares Number of Securities
Acquired Underlying Unexercised
on Value Options at 1/31/95 Exercisable Unexercisable
Exercise Realized ------------------------- ----------------- ----------------
Name (#) ($) Exercisable Unexercisable Shares Value(2) Shares Value(2)
- ---- ------ ------- ----------- ------------- ------ --------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George J. Sbordone 50,000 20,000 50,000 $ 775,000 20,000 $175,000
Alfred Weber 170,000 (1) 50,000 170,000 2,458,100 50,000 437,500
George Branca 7,500 12,500 7,500 89,063 12,500 114,063
A. Gordon Goodyear 10,000 11,500 10,000 120,313 11,500 105,313
Leslie S. Holden 12,500 10,500 12,500 151,563 10,500 96,563
Gary Cademartori 10,500 $110,750 -- -- -- -- -- --
Paul McLaughlin 15,000 61,875 -- -- -- -- -- --
(1) Represents options to purchase 60,000 shares of Common Stock granted pursuant to the
Company's Stock Option Plan and an option to purchase 110,000 shares of Common Stock
granted in connection with the commencement of Mr. Weber's employment with the Company.
(2) Represents the excess of (i) the number of shares covered by the option multiplied by
the closing price for shares of Common Stock ($20.75 a share) on January 31, 1995 over
(ii) the aggregate exercise price of the option.
</TABLE>
<PAGE>
Compensation of Directors
The Company pays each of its directors who is not a salaried
employee of the Company, other than Mr. Feit, $2,000 for each meeting
of the Board of Directors or any of its Committees attended. Mr.
Sbordone was paid a salary of $50,000 a year to serve as Chairman of
the Board, which amount was increased, effective May 1, 1994, to
$100,000 a year. Mr. Sbordone was also granted an option in January
1993, pursuant to the Company's Stock Option Plan, covering 50,000
shares of Common Stock. The option vested as to 25,000 shares on
January 31, 1994 and as to the remaining 25,000 shares on January 31,
1995. The exercise price of this option is $5.25, the market price of
the Company's Common Stock on the date of grant.
Mr. Sbordone was also granted an option effective April 26,
1994, pursuant to the Company's Stock Option Plan, covering 20,000
shares of Common Stock. The option vested as to 10,000 shares on
April 26, 1995 and will vest as to the remaining shares on April 26,
1996. The exercise price of this option is $12.00, the market price
of the Company's Common Stock on the date of grant.
Compensation Committee Report
Compensation Philosophy. The principal goal of the Company's
compensation program as administered by the Compensation Committee is
to help the Company attract, motivate and retain the executive talent
required to develop and achieve the Company's strategic and operating
goals with a view to maximizing shareholder value. The key elements
of this program and the objectives of each element are as follows:
Base salary
- -----------
- Establish base salaries that are competitive with those payable
to executives holding comparable positions at similar-sized
industrial companies
- Provide periodic base salary increases as appropriate,
consistent with the Company's overall operating and financial
performance, with a view to rewarding successful individual
performance and keeping pace with competitive compensation
practices
Annual incentive
- ----------------
- Encourage both superlative individual effort and effective "team
play" by creating potential for earning annual incentive awards
based in part on Company achievement of budgeted earning
objectives and in part on achievement of individual performance
objectives measuring the individual executive's contribution to
the key performance targets of the internal business unit within
which the executive functions or for which he is responsible
<PAGE>
- Set potential awards at levels that offer covered executives the
opportunity to earn incentive amounts equal to a significant
percentage (ordinarily at least 35% for the most senior
executives) of their base salaries for full achievement of all
Company and individual objectives, with the opportunity to
selectively grant even larger awards to recognize outstanding
individual performance
Long-term incentive
- -------------------
- Facilitate the alignment of executives' interests with those of
the Company's shareholders by providing opportunities for
meaningful stock ownership
Summary of Actions Taken with Respect to the Named Executive
Officers: At least once a year, and at more frequent periodic
intervals when deemed necessary in individual cases, the Compensation
Committee reviews the performance of the Company's executive officers
with Messrs. Sbordone and Weber, the Chairman of the Board and Chief
Executive Officer, respectively. The Compensation Committee also
reviews the performance of Messrs. Sbordone and Weber at least once a
year. The actions taken by the Compensation Committee for the year
ended January 31, 1995 with respect to the named executive officers
are described and discussed below.
Base Salary. The Company has employment agreements with its
principal executive officers (other than the Chairman of the Board)
that provide for annual reviews of their base salary. At the end of
the fiscal year ended 1995, the base salaries for Messrs. Sbordone,
Weber, Branca, Goodyear and Holden were $100,00, $347,000, $140,000,
$130,000 and $135,000, respectively. As of date of resignation during
the fiscal year ended January 31, 1995, the base salaries for Messrs.
McLaughlin and Cademartori were $158,000 and $150,000, respectively.
Annual Incentive. Criteria for earning incentive awards
pursuant to the Company's Incentive Compensation Plan for the fiscal
year ended January 31, 1995 were established by the Compensation
Committee early in the fiscal year, based in part on substantial
achievement of the Company's budgeted earnings per share and in part
on achievement of specified individual performance objectives (the
"Individual Criteria").
Based on the meeting of the earnings criteria and the report of
an independent consultant who examined the Company's compensation
policies, the Compensation Committee granted bonus awards to Messrs.
Sbordone, Weber, Branca, Goodyear, Holden and Cademartori in the
amount of $50,000, $232,000, $60,000, $80,000, $48,000 and $20,000,
respectively.
<PAGE>
Long-term incentive. During the year ended January 31, 1995 the
Compensation Committee approved new option grants to a number of
employees, including grants to Messrs. Sbordone, Weber, Branca,
Goodyear, Holden and Cademartori in the amount of 20,000, 50,000,
10,000, 9,000, 8,000 and 11,000 shares, respectively.
Glenn M. Feit
Merril M. Halpern
Jerome L. Katz
Compensation Committee Interlocks and Insider Participation
Messrs. Feit, Halpern and Katz served on the Compensation
Committee for the entire fiscal year ended January 31, 1995.
Mr. Feit is a member of the law firm of Proskauer Rose Goetz &
Mendelsohn LLP, which provides legal services to the Company, and also
owns 1,000 shares of the Company's common stock. Messrs. Halpern and
Katz are minority stockholders, directors and Co-Chief Executive
Officers of Charterhouse, which is a party to a consulting agreement
with the Company (see "Certain Transactions" below) pursuant to which
fees in the amount of $80,000 were paid by the Company during the
fiscal year ended January 31, 1995. Each of Messrs. Halpern and Katz
owns 105,579 shares of the Company's Common Stock.
<PAGE>
Stock Price Performance Graph
The following graph (shown below in tabular form as required by
rule 304(d) of regulation S-T), compares on a cumulative basis the
yearly percentage change, assuming quarterly dividend reinvestment
over the last five fiscal years, in the total shareholder return on
the Company's Common Stock, with a) the total return on the American
Stock Exchange Market Value Index, which is being used as the required
broad entity market index and b) the total return on a selected peer
group index (the "Peer Group"). The Peer Group is an industrial
subindice of the AMEX Market Value Index called the "Consumer Goods
Index", in which the company is included for analytical purposes by
the American Stock Exchange. The price of each unit has been set at
$100 on January 31, 1990, for the purpose of preparation of the graph.
Comparison of Five-Year Cumulative Total Return
Among Charter Power Systems, Inc., AMEX Market Value
Index and Peer Group
Performance Results through January 31, 1995
Fiscal Peer
Year C&D AMEX Group
------ ------- ------- -------
1990 100.0 100.0 100.0
1991 132.3 90.7 94.1
1992 173.9 117.5 159.6
1993 108.5 117.4 176.4
1994 229.1 138.7 195.3
1995 396.3 124.4 179.4
<PAGE>
CERTAIN TRANSACTIONS
Each of Messrs. Halpern and Katz, who is a director of the
Company, is also a director, executive officer and stockholder of
Charterhouse, and Mr. Fagan and Ms. Merrick are executive officers of
Charterhouse (see "Management"). In addition, Electra Investment
Trust P.L.C., Globe Venture Nominees Limited, Slough Parks Holdings
Incorporated, Charterhouse Bank Limited, Charterhouse Finance
Corporation Limited, and Merifin N.V., each of which is a stockholder
of the Company, also are stockholders or affiliates of stockholders of
Charterhouse (which, in the case of two of these stockholders, own
nonvoting stock of Charterhouse). See "Principal Stockholders".
Charterhouse is a party to an agreement with the Company,
pursuant to which Charterhouse may be requested to provide consulting
and financial advisory services to the Company in connection with the
Company's efforts to identify, evaluate and, when it deems
appropriate, complete prospective acquisitions, whether or not they
have been identified or introduced to the Company by Charterhouse.
The agreement, which has been renewed for the fiscal year ending
January 31, 1996, has a one-year term, and is automatically renewable
for successive one-year periods unless terminated by either party upon
30 days written notice prior to its scheduled expiration.
Approximately $80,000 was paid by the Company to Charterhouse pursuant
to this agreement for the year ended January 31, 1995. The agreement
provides that when the Company requests Charterhouse to perform
services in connection with a prospective acquisition, the amount or
basis of the compensation to be paid (which in no event may exceed an
amount that would be charged for the same services by a nonaffiliated
party in a comparable transaction), and the circumstances under which
it will be paid, will be negotiated (on behalf of the Company by
Messrs. Weber and Sbordone) and determined at the time the services
are to be commenced, taking into account such factors as the amount,
scope and complexity of the services to be performed and the size of
the transaction and the financing therefor. The Company believes that
the fees paid and payable to Charterhouse under this agreement have
been and will continue to be no greater than the fees that would have
been charged for the same services by a nonaffiliated party in an
arms-length transaction.
In June 1988, in connection with the sale by the Company to Mr.
Alvine (who at the time was Vice Chairman of the Board and who is
still the beneficial owner of more than 5% of the outstanding shares
of Common Stock) of 316,515 shares of Common Stock (the "Alvine
Shares") at the purchase price of $1,329,363, the Company loaned
$1,326,198 to Mr. Alvine. The loan, which is evidenced by a note (the
"Alvine Note"), does not bear interest, is due October 31, 1995 and is
secured by the Alvine Shares.
The Company has also agreed to make a non-interest bearing loan
to Mr. Alvine in the amount of $1,274,500, representing a portion of
the purchase price under a fully vested nonqualified option, expiring
April 30, 1996, to purchase 211,010 shares of Common Stock at $6.04
per share. Any such loan will be payable in full eighteen months
after it is made, and will be secured by the shares issued upon
exercise of the option.
<PAGE>
In June 1989, the Company sold to Mr. Weber 60,000 shares of
Common Stock for a total purchase price of $330,000 ($5.50 a share),
payable in part by delivery of a promissory note in the amount of
$329,400 (the "Weber Note"). The closing prices of a share of Common
Stock on the American Stock Exchange were $6.75 and $6.125,
respectively, on the dates of the grant and the sale. The Weber Note,
which is secured by the shares purchased by Mr. Weber, bears interest
at the rate of 6% per annum, is payable monthly, and is due on the
earlier of April 30, 1998 or eighteen months after the termination of
Mr. Weber's employment with the Company.
The indebtedness of Messrs. Alvine and Weber referred to above
is prepayable upon the sale of the shares securing it.
In connection with the foregoing, Mr. Alvine was granted the
right to a demand registration, and Mr. Weber was granted the right to
a piggyback registration, at the expense of the Company, with respect
to the above shares of Common Stock, which is effective during the
period from May 1, 1994 through October 31, 1995.
The Company entered into an agreement with Mr. Cademartori upon
his leaving the Company in January 1995, pursuant to which the Company
repurchased 5,300 shares of the Company's common stock from Mr.
Cademartori for his cost, or $86,602. See "Executive Compensation"
above.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
Based upon the recommendation of the Audit Committee, the Board
of Directors has reappointed Coopers & Lybrand L.L.P. as the Company's
independent accountants for the fiscal year ending January 31, 1996
and recommends the ratification by the stockholders of that
reappointment. In the absence of instructions to the contrary, the
shares of Common Stock represented by a proxy delivered to the Board
of Directors will be voted FOR the ratification of the appointment of
Coopers & Lybrand L.L.P. A representative of Coopers & Lybrand L.L.P.
is expected to be present at the Annual Meeting of Stockholders and
will be available to respond to appropriate questions and make such
statements as he may desire.
STOCKHOLDER PROPOSALS
Stockholders of the Company who intend to submit proposals at
the 1996 Annual Meeting of Stockholders must submit such proposals to
the Company no later than January 25, 1996. Stockholder proposals
should be submitted to Charter Power Systems, Inc., 3043 Walton Road,
Plymouth Meeting, Pennsylvania 19462 Attention: Vice President -
Finance.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended January
31, 1995 is being mailed together with this Proxy Statement to the
Company's stockholders of record at the close of business on May 22,
1995.
<PAGE>
OTHER BUSINESS
The Board of Directors does not know of any other business to be
presented to the meeting and does not intend to bring any other
matters before the meeting. However, if any other matters properly
come before the meeting or any adjournments thereof, it is intended
that the persons named in the accompanying proxy will vote thereon
according to their best judgment in the interests of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
Glenn M. Feit
Secretary
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
<PAGE>
PROXY
CHARTER POWER SYSTEMS, INC.
3043 Walton Road, Plymouth Meeting, Pennsylvania 19462
Solicited by the Board of Directors for the Annual Meeting of
Stockholders on June 26, 1995.
The undersigned hereby appoints GEORGE J. SBORDONE, MERRIL M.
HALPERN and GLENN M. FEIT, or any of them, with the power of sub-
stitution, as proxies and hereby authorizes them to represent and to
vote, as designated below, all shares of Common Stock of Charter Power
Systems, Inc. (the "Corporation") held of record by the undersigned at
the close of business on May 22, 1995 at the Annual Meeting of
Stockholders to be held on Monday, June 26, 1995, and any adjournments
thereof.
1. ELECTION OF DIRECTORS:
___ FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE
CONTRARY BELOW):
George J. Sbordone David Beretta A. Lawrence Fagan
Glenn M. Feit Merril M. Halpern Jerome L. Katz
Warren A. Law Patricia R. Merrick Alfred Weber
___ WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
ABOVE).
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as
independent accountants:
___ FOR ___ AGAINST ___ ABSTAIN
(Continued and to be SIGNED on other side)
<PAGE>
(Continued from other side)
3. In their discretion, the Proxies are authorized to vote upon any
other business that may properly come before the meeting and any
adjournments thereof.
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated: ________________________, 1995
_____________________________________
Signature
_____________________________________
Signature, if held jointly
Please sign exactly as your name appears on this Proxy. If
shares are registered in more than one name, the signatures of
all such persons are required. A corporation should sign in
its full corporate name by a duly authorized officer, stating
such officer's title. Trustees, guardians, executors and
administrators should sign in their official capacity giving
their full title as such. A partnership should sign in the
partnership name by an authorized person, stating such person's
title and relationship to the partnership.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY, USING THE
ENCLOSED ENVELOPE.
No postage is required if mailed in the United States of America.
<PAGE>
<END>
