SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ATHEY PRODUCTS CORPORATION
(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):
(X) No fee required
( ) 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:
( ) 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:
<PAGE>
PROXY/VOTING INSTRUCTION CARD
ATHEY PRODUCTS CORPORATION
1839 South Main Street
Wake Forest, North Carolina 27887-8289
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John F. McCullough and Martin W. McCullough as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Athey Products Corporation (the "Company") held of record by the
undersigned on April 12, 1999 at the annual meeting of stockholders to be held
on May 27, 1999 or at any adjournment thereof. IF NO DIRECTION AS TO THE MANNER
OF VOTING THE PROXY IS MADE, THE PROXY WILL BE VOTED FOR FIXING THE NUMBER OF
DIRECTORS OF THE COMPANY AT FIVE, FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL
2 AS INDICATED ON THE REVERSE SIDE HEREOF.
You are encouraged to specify your choices by marking the appropriate boxes
(SEE REVERSE SIDE) but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ -----------------------------------
- ------------------------------------ -----------------------------------
- ------------------------------------ -----------------------------------
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
ATHEY PRODUCTS CORPORATION
- --------------------------------------------------------------------------------
Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
--------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- --------Stockholder sign here-------------------------Co-owner sign here--------
DETACH CARD
1. Fixing the number of directors at five and election of Directors.
John P. Kelly For All With- For All
John F. McCullough Nominees hold Except
Martin W. McCullough [ ] [ ] [ ]
Thomas N. Nelson
Richard A. Rosenthal
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of
the nominee(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Proposal to approve the appointment of McGladrey [ ] [ ] [ ]
& Pullen, LLP as the independent public
accountants of the Company.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder(s). If no direction is made, this proxy will be
voted FOR Proposals 1 and 2. The Board of Directors recommends a vote FOR
Proposals 1 and 2.
DETACH CARD
