[DESCRIPTION] CONTROL CHIEF HOLDINGS, INC. FORM DEF 14A
CONTROL CHIEF HOLDINGS, INC.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
[X] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or Section
240.14a-12
Control Chief Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fees (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1 Title of each class of securities to which transaction
applies:
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2 Aggregate number of securities to which transaction applies:
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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):
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4 Proposed maximum aggregate value of transaction:
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5 Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Proxy Card/Definitive Copy
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[X] PLEASE MARK VOTES CONTROL CHIEF HOLDINGS, INC.
AS IN THIS EXAMPLE The proxies are instructed to vote
follows: With- For All
For hold Except
[ ] [ ] [ ]
1. Election of directors listed below.
The undersigned hereby
appoints Christopher G. Douglas S. Bell, Craig A. Hartburg,
Hauser and N. James Sekel Christopher G. Hauser, N. James
as Proxies, each with the Sekel, C. Lawrence Shields, Michael
power to appoint his sub- A. Zurat
stitute, and hereby
authorizes them to rep- INSTRUCTION: To withhold authority
resent and to vote, as to vote for any individual nominee,
designated below, all shares mark "For All Except" and write that
of common stock of Control nominee's name in the space provided
Chief Holdings, Inc. of the below.
undersigned on November 19,
1999 or any adjournment ------------------------------------
thereof.
For Against Abstain
2. Proposal to [ ] [ ] [ ]
approve the
appointment of Diefenbach, Delio,
Kearney & DeDionisio as
independent public accountants
of Control Chief Holdings, Inc.
3. The Proxies are authorized to vote
in their discretion upon such
other business as may legally 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
----------- MADE, THIS PROXY WILL BE VOTED FOR
Please be sure to Date PROPOSALS 1 AND 2. The Proxies
sign and date ----------- will use their discretion with
this Proxy in the respect to any matters referred
box below. to in item 3.
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Please mark, sign exactly as name
appears above, date and return Proxy
Card promptly, using the enclosed
envelope. When shares are held by
- ----Stockholder sign above----- Joint Tenants, or Guardian, please
Co-holder (if any) sign above give full title as such.
Detach above card, sign, date and mail in postage paid envelope
provided.
CONTROL CHIEF HOLDINGS, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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Definitive Copy
CONTROL CHIEF HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Bradford, Pennsylvania
October 15, 1999
TO THE SHAREHOLDERS OF CONTROL CHIEF HOLDINGS, INC.:
As a shareholder of Control Chief Holdings, Inc. (the "Company"), you
are hereby given notice of and invited to attend in person or by proxy
the Annual Meeting of Shareholders of the Company at the Company's
Corporate Offices at 200 Williams Street, Bradford, Pennsylvania on
November 19, 1999, at 10:00 a.m. for the following purposes:
(1) To elect six Directors to hold office for a term expiring
upon the 2000 Annual Meeting of Shareholders or until their
successors shall have been duly elected and qualified;
(2) To approve the appointment of Diefenbach, Delio, Kearney &
DeDionisio as independent auditors of the Company for the
fiscal year ending, June 30, 2000;
(3) To transact such other business, if any, as may legally come
before the meeting or any adjournments thereof.
Reference is made to the accompanying Proxy Statement for more
complete information concerning the foregoing matters.
The Board of Directors has fixed the close of business on October 1,
1999, as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the meeting and any
adjournment(s) thereof. Only shareholders of record at the close of
business on the Record Date are entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors
/S/Douglas S. Bell
Douglas S. Bell
Chairman
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWNED ON THE RECORD DATE
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
CONTROL CHIEF HOLDINGS, INC.
200 Williams St. Bradford, Pennsylvania 16701 ... P.O. Box 141 .
Bradford, Pennsylvania 16701
PROXY STATEMENT
Solicitation of Proxy
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Control Chief Holdings, Inc. (the
"Company") of proxies for use at the Annual Meeting of Shareholders to
be held at the Company's Corporate Offices at 200 Williams Street,
Bradford, Pennsylvania on November 19, 1999 at 10:00 a.m. and any
adjournments thereof. The matters to be considered and acted upon at
such meeting are referred to in the accompanying Notice of Annual
Meeting and are more fully discussed herein.
The record date for the determination of shareholders entitled to vote
at the meeting is the close of business on October 1, 1999. On that
date, 999,614 shares of Common Stock, par value $.50 per share (the
"Common Stock"), were issued and outstanding. Each share of Common
Stock entitles the holder thereof to one (1) vote.
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding Common Stock constitutes a
quorum for the Annual Meeting and for acting on the matters specified
in the Notice.
Shares represented by proxies will be voted in accordance with the
specifications made on the proxy card by the shareholder. Any proxy
not specifying to the contrary will be voted FOR all proposals.
This Proxy Statement and the form of proxy are being mailed to
shareholders on or about October 15, 1999.
Revocation of Proxy
A proxy may be revoked by a shareholder at any time prior to its use
by filing with the Company a duly executed proxy bearing a later date
or by giving written notice of such revocation to the Secretary of the
Company. A proxy is also subject to revocation if the person
executing the proxy is present at the meeting and chooses to vote in
person.
Annual Report
The combined annual report and Form 10-KSB of the Company for the
year ended June 30, 1999, is enclosed with this Proxy Statement.
Corporate Governance
At the Annual Meeting, a Board of six directors is to be elected.
Each director shall serve until the next Annual Meeting of
Shareholders or until his successor shall have been duly elected and
qualified. It is intended that the persons named in the proxies will
vote for the election of the six directors named below, unless a
shareholder giving a proxy withholds authority to vote for one or more
of them. If any nominee is unable to serve, or for good cause
declines to serve, the shares represented by all valid proxies will be
voted for the election of such substitute as the Board of Directors
may recommend.
During the past fiscal year, the Board of Directors of the Company
held four meetings. Each director attended at least 75% of the aggregate
of (a) the total number of meetings of the Board of Directors held during
the period for which he served as a director and (b) the total number of
meetings held by all committees of the Board on which he served.
Because of matters requiring Board consideration throughout the year,
the Board of Directors has established a number of committees to
devote attention to specific subjects, as further described herein.
Committees of the Board of Directors
During the intervals between meetings of the Board of Directors, the
Executive Committee may exercise all the powers of the Board (except
those powers specifically reserved by New York Law to the full Board of
Directors) in the management and direction of the business and conduct
of the affairs of the Company in all cases in which specific directions
have not been given by the Board. The Executive Committee consisted of
Mr. Douglas S. Bell, Mr. N. James Sekel, and Mr. C. Lawrence Shields. It
did not meet during the fiscal year ended June 30, 1999.
The Compensation Committee establishes executive compensation polices
and makes recommendations to the Board of Directors. The Compensation
Committee consisted of Mr. Arvid R. Nelson, Mr. C. Lawrence Shields, and
Mr. N. James Sekel, all outside Directors. It met once during the fiscal
year ended June 30, 1999.
The Nominating Committee has the responsibility for nominating a slate
of directors for the ensuing fiscal year. The Committee will consider
nominees recommended by shareholders, and such recommendations,
together with appropriate biographical information, may be submitted to
the Company in writing to the attention of the Nominating Committee at
least ninety days before the next Annual Meeting. The Committee was
comprised of Mr. Christopher G. Hauser, Mr. Arvid R. Nelson, and Mr. C.
Lawrence Shields, outside Directors. The Committee met one time during
the fiscal year and nominated the following slate of officers for a one
year term: Mr. Douglas S. Bell, Mr. Craig A. Hartburg, Mr. Christopher
G. Hauser, Mr. N. James Sekel, Mr. C. Lawrence Shields, and Mr. Michael A.
Zurat.
The Audit Committee recommends to the Board of Directors the engagement
of the independent auditors of the Company and reviews with the
independent auditors the scope and results of the Company's audits, the
Company's internal accounting controls and the professional services
furnished by the independent auditors to the Company. The Audit
Committee, which was comprised of Mr. Christopher G. Hauser, Mr. Arvid R.
Nelson, and Mr. N. James Sekel, held one meetings during the fiscal
year ended June 30, 1999. All members of the Audit Committee were
outside Directors.
Compensation of Directors
Non-employee directors of the Company receive compensation of $500 for
each regular meeting attended. Employee directors are not
paid any fees or additional compensation for service as members of the
Board or any of its committees. All directors are reimbursed for
expenses incurred in attending Board and committee meetings.
Proposal No. 1
Election of Directors
Six directors are nominated to be elected at the Annual Meeting. Each
director will serve until the next Annual Meeting of the Shareholders or
until his successor shall be elected and shall qualify. The names and
certain information concerning the nominees are set forth below. All
nominees named below have indicated their willingness to accept election,
and management has no reason to believe that any of the nominees named
below will be unable or unwilling to serve. The proxies will not be
used for a greater number of persons than the number so named. Under
New York State law, the affirmative vote of the holders of a plurality
of the votes cast at the Annual Meeting is required to elect a nominee
as a Director.
Principal Occupation of Director of
Employment During the Past Company
Name Five Years Age Since
C. Lawrence Shields Chairman from 1986 to 1994. 72 1983
In 1971, Mr. Shields founded
Control Chief Corporation
where he served as President
and Director until May 1990.
President and CEO of C. L.
Shields Enterprises, Inc.
since October of 1990.
Mr. Shields is the father-in-
law of Mr. Douglas S.
Bell, Chairman and a Director
of the Company.
Douglas S. Bell Elected Chairman of the Board of 50 1988
Directors and President and
Chief Executive Officer of the
Company in November of 1994. Mr.
Bell has held various executive
positions and served as a
Director of the Company's wholly
owned subsidiary, Control Chief
Corporation. Mr. Bell is a
graduate of Clarion University of
Pennsylvania and is the son-in-law
of Mr. C. Lawrence Shields, a
Director of the Company.
Christopher G. Elected Secretary in May of 1994. 46 1994
Hauser Partner in the law firm of
McDowell, Wick, Daly, Gallup,
Hauser & Hartle since 1985.
Mr. Hauser is a graduate of
Washington & Jefferson College
and The Dickinson School of Law.
N. James Sekel Vice President of National City 42 1996
Bank of Pennsylvania. Member of
the Board of Directors of W.R.
Case & Sons Cutlery Co. Mr. Sekel
graduated from Edinboro
University of Pennsylvania with a
BA degree in accounting. Mr.
Sekel also holds a MBA degree
from Robert Morris College.
Craig A. Hartburg President of Servco Services, 44 ---
Inc., a Bradford, PA based
Company. Mr. Hartburg is a
graduate of the University of
Pittsburgh with a BA Degree in
economics and political science.
Michael A. Zurat Executive Vice President of the 51 ---
Company since October of 1998.
Formerly Senior Vice President
and Vice President of
manufacturing and technical sales
of Allegheny Bradford Corporation.
Member of the Board of Directors
of State Line Supply Co. Attended
Lock Haven University. Honorably
Discharged from the United State
Marine Corps. with a Bronze Star
Metal w/combat V.
The Board recommends a vote FOR the approval of the slate of nominees
as presented.
Securities Owned By Management
The following table provides information regarding beneficial
ownership of the Company's Common Stock by each director and nominee,
the Company's Chief Executive Officer and any executive officer whose
annual aggregate remuneration exceeded $100,000 and by all executive
officers and directors as a group as of August 23, 1999. All persons
listed below have sole voting and investment power with respect to
their common stock unless otherwise indicated.
<TABLE>
<CAPTION>
Shares of Percentage
Shares of Stock Total Shares of
Stock Subject to Beneficially Outstanding
Name Owned Options Owned Stock
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<S> <C> <C> <C> <C>
Douglas S. Bell (1)(2)(3) 419,638 1,250 420,888 42.1%
C. Lawrence Shields (4)
(7)(8)(9) 11,787 1,125 12,912 1.3%
N. James Sekel (1)(5)(6)(7) 729 1,125 1,854 0.2%
Christopher G. Hauser
(7)(8)(9) 0 1,125 1,125 0.1%
Craig A. Hartburg 156 0 156 0.0%
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All Directors, Officers
and Nominees as a group
(7 persons including
those named above) 432,341 6,250 438,591 43.9%
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(1) Held with wife as joint tenants with rights of survivorship.
(2) Includes 10,312 shares of common stock held by Mr. Bell as
trustee for custodial accounts for his minor children.
(3) Includes 1,250 shares of common stock subject to acquisition by
exercise of outstanding options granted in 1997.
(4) Includes 11,162 shares of common stock held with wife as joint
tenants with rights of survivorship and 625 shares of common
stock held individually.
(5) Includes 375 shares of common stock subject to acquisition
by exercise of outstanding options granted in 1998.
(6) Includes 375 shares of common stock subject to acquisition
by exercise of outstanding options granted in 1997.
(7) Includes 375 shares of common stock subject to acquisition
by exercise of outstanding options granted in 1996.
(8) Includes 375 shares of common stock subject to acquisition
by exercise of outstanding options granted in 1995.
(9) Includes 375 shares of common stock subject to acquisition
by exercise of outstanding options granted in 1994.
</TABLE>
Executive Officers
The executive officers of the Company are set forth in the table
below. All executive officers are elected at the annual meeting or
interim meetings of the Board of Directors. No arrangements or
understanding exists between any executive officer and any other
person pursuant to which he was elected as an executive officer.
Name Age Position and Period Served
- ---- --- ---------------------------
Douglas S. Bell 50 Director of the Company since 1988. Chairman
of the Board, President, and Chief Executive
Officer. Director and an
executive officer with Control Chief
Corporation.
Michael A. Zurat 51 Elected Executive Vice President of the Company
in October of 1998. Nominee for Director of
the Company.
Stephen J. Pachla 48 Elected Treasurer of the Company in November
1994. Treasurer of Control Chief Corporation
since November 1994.
Christopher G. 46 Director and Secretary of the Company since
Hauser May 1994.
Executive Compensation/Cash Compensation
The following table sets forth for the fiscal year ended June 30,1999
the remuneration of the Company's Chief Executive Officer and any
executive officer whose aggregate remuneration exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- All
Name Annual stricted Op- LTIP Other
and Compen- Stock tions/ Pay- Compen-
Principal Salary Bonus sation Award(s) SARs outs sation
Position Year ($) ($) ($) ($) (#) ($) ($)
- --------- ---- ------ ----- ------ --------- ------ ----- ---------
Douglas S.1999 134,600 0 0 0 0 0 1,935(1)
Bell 1998 100,000 22,500 0 0 0 0 1,246(2)
CEO 1997 79,000 0 0 0 0 0 1,171(3)
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(1) Payment made under the nondiscriminatory 401(K) feature of the
Profit Sharing Plan for fiscal year ended June 30, 1999.
(2) Payment made under the nondiscriminatory 401(K) feature of the
Profit Sharing Plan for fiscal year ended June 30, 1998.
(3) Payment made under the nondiscriminatory 401(K) feature of the
Profit Sharing Plan for fiscal year ended June 30, 1997.
</TABLE>
Stock Options
The following tabulation shows as to the named Executive Officer the
amount of options granted, the amount of shares acquired since that
date through the exercise of options granted since that date or prior
thereto and the amount of shares subject to all unexercised options
held as of June 30, 1999. During the fiscal year ended June 30, 1999
no options were granted.
<TABLE>
<CAPTION>
Options/SAR Grants in Last Fiscal Year
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<S> <C> <C> <C> <C>
Individual Grants
(a) (b) (c) (d) (e)
% of Total
Options/SARs
Options/ Granted to
SARs Employees in Exercise or Expiration
Name Granted(#) Fiscal Year Base Price($/Sh) Date
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Douglas S. 0 N/A N/A N/A
Bell
CEO
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</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
And Fiscal Year End Option/SAR Values
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<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Value of
Number of Unexer- Unexercised
Shares cised Options/ In-the-Money
Acquired SARs at Fiscal Options/SARs at
on Value Year End (#) Fiscal Year End ($)
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
- ---------- -------- -------- ------- -------- ------- --------
Douglas S. 0 0 1,250 0 4,750 0
Bell
CEO
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</TABLE>
Employment Agreement
Mr. Douglas S. Bell and the Company entered into an employment
agreement as of May 21, 1999, pursuant to which Mr. Bell serves as Chief
Executive and President of the Company. Under the employment
agreement, which has a term of ten years, Mr. Bell receives an annual
base salary of $225,000. In addition, Mr. Bell may receive
performance-based annual increases and/or bonuses. Mr. Bell is also
entitled to employee benefits generally made available to other officers
of the Company.
Certain Relationships and Related Transactions
For the fiscal year ended June 30, 1999, the Company and its
subsidiary, in the aggregate, paid to Burns & Burns Associates,
Inc. approximately $204,000 and it is estimated that $200,000 in
insurance premiums will be paid to that agency during the new fiscal
year. Mr. Arvid Nelson, a former Director of the Company, is an employee,
director and officer of Burns & Burns Associates, Inc. The Company and
its subsidiary plan to continue placing insurance through Mr. Nelson
and Burns & Burns Associates, Inc. in similar amounts.
Mr. Christopher G. Hauser, a Director and Secretary of the Company,
received approximately $1,500 during the fiscal year ended June 30,
1999 from the Company as fees relating to general legal services
provided to the Company. These fees are based on standard rates for
the type of services provided to the Company. The Company plans to
continue to use the legal services of Mr. Hauser's firm.
The Company leases from Mr. C. Lawrence Shields and Mrs. Dorothy V.
Shields its 20,000 square foot office building and approximately 2.5
acres of land located at 200 Williams Street, Bradford, PA. For the
fiscal year ended June 30, 1999, the Company paid $94,757 in rental
fees and real estate taxes. Mr. C. Lawrence Shields is a Director
and past Chairman of the Board of the Company.
At June 30, 1999, the Company owed National City Bank of Pennsylvania, a
related party through a Director of the Company also being an Officer of
National City Bank, $161,228 under a term loan that bears interest at
8.47%. National City Bank is also the Company's principal depository.
Principal Holders of Common Stock
Set forth below is information as of August 23, 1999 concerning
ownership of shares of the Company's Common Stock by all persons known
by the Company to own beneficially more than 5% of the Company's
Common Stock. All persons listed below have sole voting and investment
power with respect to their common stock unless otherwise indicated.
<TABLE>
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<S> <C> <C>
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership of Class
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Douglas S. and Janine 420,888(1) 42.1%
M. Bell
101 Russell Boulevard
Bradford, PA 16701
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(1) Held as joint tenants with rights of survivorship. Includes
10,312 shares of common stock held as trustee for custodial
accounts for their minor children.
</TABLE>
Proposal No. 2
Approval of the Selection of Independent Accountants
The Board of Directors has approved the reappointment of Diefenbach,
Delio, Kearney & DeDionisio as the Company's independent accountants
for the fiscal year ended June 30, 2000. The Board seeks shareholder
approval of the selection.
It is anticipated that no representative of Diefenbach, Delio, Kearney
& DeDionisio will be present at the Annual Meeting. Diefenbach,
Delio, Kearney & DeDionisio have served as the Company's auditors
since September 14, 1987.
Under New York State law, the affirmative vote of a majority of the
votes cast at the Annual Meeting is required to approve the
appointment of the Company's auditor.
The Board recommends a vote FOR the approval of the appointment of
Diefenbach, Delio, Kearney & DeDionisio.
Shareholder s Proposals
In order to be eligible for inclusion in the Company's proxy materials
for the 2000 Annual Meeting of Shareholders, any shareholder proposal
to take action at that meeting must be received at the Company's
principal executive offices by June 19, 2000.
Other Matters
The Company's common stock trades on the NASDAQ, Small-Cap Market, listing
under the Symbol DIGM. The symbol DIGM relates to the Company's former
name "Digimetrics, Inc.", which was changed in November 1992 to its
present name, "Control Chief Holdings, Inc."
Shareholders who have not previously exchanged all of their stock in
"Digimetrics, Inc." should notify Investor Relations at the Company's
transfer agent, Registrar and Transfer Company, at 1-800-368-5948.
If the "Digimetrics, Inc." stock has been lost or misplaced, the
transfer agent will assist in having the stock reissued.
The Board of Directors knows of no other matters to be presented at
the meeting other than those specifically referred to in this Proxy
Statement. However, if any other matters properly come before the
meeting, it is intended that the persons named in the enclosed proxy
will vote on such matters in accordance with their best judgment.
Cost of Solicitation
The cost of the solicitation of proxies is being paid by the Company.
In addition to the solicitation of proxies by use of the mail,
officers and other employees of the Company may, without extra
compensation, solicit proxies personally or by telephone or
telecopier. The Company will also request banks, brokers and others
who hold shares for the benefit of other persons to forward proxy
materials to such beneficial owners and will reimburse their expenses.
Shareholders are urged to sign, date and return the enclosed proxy in
the enclosed return envelope. Your prompt response will be
appreciated.
By Order of the Board of Directors
Douglas S. Bell
/S/Douglas S. Bell
Chairman
Dated: October 15, 1999
