ABLE TELCOM HOLDING CORP.
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 1997
------------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of Able Telcom
Holding Corp., a Florida corporation (the "Company"), will be held on Friday,
April 18, 1997 at 10:00 a.m., local time, at The Omni Hotel, 1601 Belvedere
Road, West Palm Beach, Florida 33406 for the purpose of
1. Electing seven directors to serve for a term of one year and
until their respective successors are duly elected and qualified;
and
2. Transacting such other business as may properly come before the
Annual Meeting and any and all adjournments and postponements
thereof.
The Board of Directors has fixed the close of business on February 12,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting and any adjournment or postponement
thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the shareholders entitled to vote at the Annual Meeting
will be available during ordinary business hours for examination by any
shareholder, for any purpose germane to the Annual Meeting, for a period of at
least ten days prior to the Annual Meeting, at the Company's corporate offices,
1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401.
The Board of Directors urges you to complete, sign, date and return the
enclosed proxy card promptly. You are cordially invited to attend the Annual
Meeting in person. The return of the enclosed proxy card will not affect your
right to revoke your proxy or to vote in person if you do attend the Annual
Meeting.
By order of the Board of Directors,
William J. Mercurio
President and Chief Executive Officer
West Palm Beach, Florida
April 7, 1997
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 CONVEN-
IENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE
TO THE COMPANY OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING
YOUR PROXY PROMPTLY.
<PAGE>
Able Telcom Holding Corp.
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Able Telcom Holding Corp., a Florida
corporation, ("Able Telcom" or the "Company"), for use at the Company's 1997
Annual Meeting of Shareholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Friday, April 18,
1997, at 10:00 a.m., local time, at The Omni Hotel, 1601 Belvedere Road, West
Palm Beach, Florida 33406 for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders. This Proxy Statement, together with the
foregoing Notice and the enclosed proxy card, are first being sent to
shareholders on or about March 30, 1997.
The Board of Directors has fixed the close of business on February 12,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting. On the record date, there were 8,313,701
shares of Common Stock of the Company, par value $.01 per share ("Common
Stock"), outstanding and entitled to vote. Each share of Common Stock is
entitled to one vote per share on each matter properly brought before the Annual
Meeting. Shares can be voted at the Annual Meeting only if the shareholder is
present in person or is represented by proxy. The presence, in person or by
proxy, at the Annual Meeting of shares of Common Stock representing at least a
majority of the total number of shares of Common Stock outstanding on the record
date will constitute a quorum for purposes of the Annual Meeting.
The Board of Directors knows of no matters which are to be brought before
the Annual Meeting other than those set forth in the accompanying Notice of
Annual Meeting of Shareholders. If any other matters properly come before the
Annual Meeting, the persons named in the enclosed proxy card, or their duly
appointed substitutes acting at the Annual Meeting, will be authorized to vote
or otherwise act thereon in accordance with their judgment on such matters. If
the enclosed proxy card is properly executed and returned prior to voting at the
Annual Meeting, the shares represented thereby will be voted in accordance with
the instructions marked thereon. In the absence of instructions, shares
represented by executed proxies will be voted as recommended by the Board of
Directors.
Any proxy may be revoked at any time prior to its exercise by attending
the Annual Meeting and voting in person, by notifying the Secretary of the
Company of such revocation in writing or by delivering a duly executed proxy
bearing a later date, provided that such notice or proxy is actually received by
the Company prior to the taking of any vote at the Annual Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
Brokers, banks and other nominee holders will be requested to obtain
voting instructions of beneficial owners of stock registered in their names.
Shares represented by a duly completed proxy submitted by a nominee holder on
behalf of beneficial owners will be counted for quorum purposes, and will be
voted to the extent instructed by the nominee holder on the proxy card. The
rules applicable to a nominee holder may preclude it from voting the shares that
it holds on certain kinds of proposals unless it receives voting instructions
from the beneficial owners of the shares (sometimes referred to as "broker
non-votes"). Abstentions will be counted for purposes of determining the
presence or absence of a quorum, but will not be counted for a proposal as to
which a beneficial owner abstains.
<PAGE>
ELECTION OF DIRECTORS
The Board is currently comprised of seven members, all of which are
nominees for reelection for a term expiring at the 1998 Annual Meeting of
Shareholders. In the election, the seven persons who receive the highest number
of votes actually cast will be elected. The proxies named in the proxy card
intend to vote for the election of the nominees listed below unless otherwise
instructed. If a holder does not wish his or her shares to be voted for a
particular nominee, the holder must identify the exception in the appropriate
space provided on the proxy card, in which event the shares will be voted for
the other listed nominees. If any nominee becomes unable to serve, the proxies
may vote for another person designated by the Board of Directors or the Board
may reduce the number of directors. The Company has no reason to believe that
any nominee will be unable to serve.
Set forth below is certain information with regard to each of the nominees
for election at the Annual Meeting and each continuing director.
The Board of Directors recommends that you vote FOR the nominees for
director listed below.
<TABLE>
<CAPTION>
NOMINEES
------------------------------------------------------------------------
Name Age Position
------------------------------------------------------------------------
<S> <C>
William J. Mercurio........... 55 President, Chief Executive Officer,
Chief Financial Officer and
Director
Gerry W. Hall................. 51 President, Traffic Management
Group, Inc. and Director
Frazier L. Gaines............. 57 President, Able Telcom
International, Inc. ("ATI") and
Director
Billy B. Caudill.............. 50 Director
Robert C. Nelles.............. 58 Director
Gideon D. Taylor.............. 54 Director
Richard J. Sandulli........... 57 Director
</TABLE>
William J. Mercurio has been a Director, the President and Chief Executive
Officer of the Company since June 29, 1995 and the Chief Financial Officer since
March 26, 1996. Mr. Mercurio was Sr. Vice President and Director of Burnup &
Sims, Inc. (n/k/a Mastec, Inc.), a telecommunication and utility service
company, where he served from 1971 until 1986. From 1986 until June 1995, he was
the Managing Partner of Mercurio & Associates, P.A., Certified Public
Accountants.
Gerry W. Hall has been a Director and President of the Company's Traffic
Management Group ("TMG") since October 1996. He also has been President of
Georgia Electric Company ("GEC") since 1983. GEC installs and maintains traffic
management systems primarily in the southeast United States. The Company
acquired GEC in October 1996.
Frazier L. Gaines has been a Director of the Company since August 1992 and
President of ATI since June 22, 1994. From August of 1992 to June 22, 1994,
Mr. Gaines was Chief Operating Officer of the Company. Mr. Gaines developed
and is in charge of the Company's Latin American operations. From 1987 to
1992, Mr. Gaines was Vice President of Judycom, Inc. and Judycom Construction
Corporation, both of which were located in Lexington, Kentucky and engaged in
fiber optic installation.
Billy B. Caudill has been a Director since August 1992. Mr. Caudill
resigned as President of Telecommunications Technologies, Inc. (a former
subsidiary of the Company) in July 1995. He was President and Chief Executive
Officer of the Company from August 1992 to June 22, 1994. From 1988 to 1992,
Mr. Caudill was the President of Teletronics Technologies, Inc., a
telecommunications engineering, maintenance and installation company located
in Lexington, Kentucky.
Robert C. Nelles was elected to the Board of Directors in February 1995. Mr.
Nelles is the President and owner of Nelles & Associates, Inc., an international
telecommunications consulting company he founded in 1991. Prior to founding this
company, Mr. Nelles held senior executive positions both domestically and
internationally for Northern Telcom for over 35 years.
<PAGE>
Gideon D. Taylor has been a Director since 1988 and was Chairman of the
Board of the Company from 1988 until May 1995. From October 1988 to August
1992, Mr. Taylor was also President and Chief Executive Officer of the
Company.
Richard J. Sandulli was elected to the Board of Directors in March 1997.
Mr. Sandulli has been a managing director of Berwind Financial Group, an
investment banking firm, since 1995. From 1991 to 1994, Mr. Sandulli was
Director of Mergers and Acquisitions with Nippon Credit Bank.
GENERAL INFORMATION RELATING
TO THE BOARD OF DIRECTORS
The Company's Board of Directors met six times during fiscal year ended
October 31, 1996 and acted one time by unanimous written consent.
COMMITTEES OF THE BOARD
The Board has an Audit Committee and a Nominating Committee. The Audit
Committee reviews the scope of the accountants' engagement, including the
remuneration to be paid, and reviews the independence of the accountants. The
Audit Committee, with the assistance of the Company's Chief Financial Officer
and other appropriate personnel, reviews the Company's annual financial
statements and the independent auditor's report, including significant reporting
and operational issues; corporate policies and procedures as they relate to
accounting and financial reporting and financial controls; litigation in which
the Company is a party; and use by the Company's executive officers of expense
accounts and other non-monetary perquisites, if any. The Audit Committee may
direct the Company's legal counsel, independent auditors and internal audit
staff to inquire into and report to it on any matter having to do with the
Company's accounting or financial procedures or reporting. During the fiscal
year ended October 31, 1996, the members of the Audit Committee were William D.
Callahan, Robert C. Nelles and Gideon D. Taylor. The Audit Committee held one
meeting during the fiscal year ended October 31, 1996.
At October 31, 1996, the standing Nominating Committee of the Board of
Directors consisted of Gideon D. Taylor, William J. Mercurio and Frazier L.
Gaines. The Nominating Committee held one meeting during fiscal year 1996.
EXECUTIVE OFFICERS
Certain biographical information concerning the Company's other executive
officers is presented below.
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Name Age Position
------------------------------------------------------------------------
<S> <C>
Joseph P. Powers 51 President, Telecommunication Services
Group, Inc.
</TABLE>
Joseph P. Powers has been President of the Company's Telecommunication
Services Group ("TSG") since November 1995. From January 1990 to October
1995, Mr. Powers was Director of Operations for Volt Information Sciences,
Inc. From 1979 to 1990 he held various management positions with Burnup &
Sims, Inc. (n/k/a Mastec, Inc.).
<PAGE>
- ------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
- ------------------------------------------------------------------------------
Summary Compensation Table
<TABLE>
<S> <C> <C> <C> <C> <C>
Name and Principal Position Fiscal Salary Restricted Securities
Year Stock Underlying
Other Annual Awards Options
Compensation (#)
- ---------------------------------------------------------------------------------------
William J. Mercurio 1996 $204,000 $6,000 20,000
President and Chief 1995 66,600 2,000 100,000
Executive Officer
Joseph P. Powers 1996 115,000 5,125 20,000
President of TSG
Gerry W. Hall 1996 5,770
President of TMG and
Director
Frazier L. Gaines 1996 110,000 34,000
President of ATI and Director 1995 104,000 35,000 $75,000
1994 104,000 62,125
Clark W. Barlow(1) 1996 10,154
Former Chairman of the Board 1995 117,185 2,954
1994 81,731 4,057
Douglas Hubbard 1996 57,700 3,048
Former President of 1995 150,000 4,186
TSCI and Director (2) 1994 54,814
</TABLE>
- -------------------------------------------------------------------------------
1. Resigned effective March 1, 1996.
2. Mr. Hubbard resigned as a Director effective March 26, 1996 and as
President of TSCI on May 1, 1996.
Option Grants in the Fiscal Year Ended October 31, 1996
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Name No. of % of Exercise Market Expiration Potential Realized Value
Securities Total or Price/Date Date at Assumed Annual
Underlying Options Base of Grant Rates of Stock
Options Granted Price Appreciation
Granted(1) to for Option Term (2)
Employees
in
Fiscal 5% 10%
Year
<S> <C> <C> <C> <C> <C> <C> <C>
William J. 20,000 7.4% $6.375 $6.375 06/11/06 $80,184 $203,202
Mercurio
Joseph P. Powers 15,000 5.5% 6.875 6.875 11/27/05 64,855 164,355
5,000 1.9% 7.813 7.813 12/19/06 24,568 62,260
</TABLE>
1. Options vest ratably over a three year period.
2. The potential realizable values set forth under these columns result from
calculations assuming 5% and 10% annualized stock price growth rates from
grant dates to expiration dates as set by the Commission and are not intended
to forecast future price appreciation of the Company's Common Stock based
upon growth at these prescribed rates. The Company is not aware of any
formula which will determine with reasonable accuracy a present value based
on future unknown factors. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Company. There can be no
assurance that the amounts reflected in this table will be achieved.
<PAGE>
Option Exercises and Period-End Values
The following table provides information on options exercised in the
fiscal year ended October 31, 1996 by the executive officers named in the
"Summary Compensation Table" above, the number of unexercised options each of
them held at October 31, 1996 and the value of the unexercised "in-the-money"
options each of them held as of that date.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at Fiscal
Acquired Fiscal Year-End(#) Year-End($) (1)
on Value
Name Exercise Realized Exercised/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
William J. Mercurio -0- -0- 50,000 / 70,000 189,750 / 234,750
Joseph P. Powers -0- -0- 5,000 / 15,000 8,750 / 21,560
Frazier L. Gaines -0- -0- 110,000 / -0- 943,250 / -0-
</TABLE>
---------------------------------------------------------------------------
1. Options are "in-the-money" at the fiscal year-end if the fair market value of
the underlying securities on such date exceeds the exercise price of the
option. The amounts set forth represent the difference between the fair
market value of the securities underlying the options at the close of trading
on October 31, 1996, based on the average of the bid and the asked price of
$8.625 per share of Common Stock on that date (as quoted on NASDAQ) and the
exercise price of the options, multiplied by the applicable number of
options.
Compensation Plans
Executive Employment Agreements. The Compensation of the Company's executive
officers is determined by the Board of Directors. The Company has not
established a formal sitting Compensation Committee. The Board also reviews the
grant of stock options and compensation for all officers of the Company. See
"Committee Interlocks and Insider Participation".
William J. Mercurio, the Company's President, Chief Executive Officer and
Chief Financial Officer, is party to an employment agreement dated June 29, 1995
(the "Mercurio Employment Agreement") with the Company. The Mercurio Employment
Agreement expires on June 28, 1998 and is renewable for an additional one-year
term at the option of Mr. Mercurio. The Mercurio Employment Agreement provides
for Mr. Mercurio to be paid a base salary of at least $200,000 per year. Mr.
Mercurio also receives insurance and other benefits. The Mercurio Employment
Agreement also provides for Mr. Mercurio to be granted options to purchase
100,000 shares of the Company's common stock at a price equal to 90% of the fair
market value for such stock at the date of the grant, 50,000 of which become
exercisable on the first anniversary of the Mercurio Employment Agreement and
the remainder become exercisable in equal installments on the second and third
anniversary, respectively.
Gerry W. Hall, who serves as President of the Company's Traffic Management
Group (which consists of Transportation Safety Contractors, Inc., Transportation
Safety Contractors of Virginia, Inc., and GEC), is party to an employment
agreement (the "Hall Employment Agreement") dated October 12, 1996 with GEC. The
Hall Employment Agreement terminates on October 11, 2001 and provides for Mr.
Hall to be paid a salary of $150,000 per year, plus insurance and other
benefits. The Hall Employment Agreement also contains a covenant by Mr. Hall not
to compete with the Company for a period of two years following his employment
with the Company, unless the Company terminates Hall Employment Agreement for
cause or Mr. Hall terminates the agreement with good reason, in which case the
non-competition period will terminate after six months (which period may be
extended by the Company up to one year in exchange for additional compensation).
<PAGE>
None of the Company's executive officers are parties to any agreements that
are triggered upon a "change of control" of the Company.
Stock Incentive Plan. The Company has adopted the 1995 Stock Option Plan (the
"Plan"), as amended, pursuant to which 550,000 shares of Common Stock have been
authorized for issuance. The primary purpose of the Plan is to attract and
retain capable executives and employees by offering them a greater personal
interest in the Company's business through stock ownership. The Plan is
administered by the Board of Directors of the Company which selects the persons
who will be granted options under the Plan, prescribes the terms and provisions
of each option granted (which need not be identical), specifies the number of
shares subject to each option, sets the option price and determines the maximum
period during which options may be exercised.
Options granted under the Plan may either be options qualifying as incentive
stock options (the "Incentive Options") under Section 422(a) of the Internal
Revenue Code of 1986, as amended, or non-qualifying options ("Nonqualified
Options"). Any Incentive Option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of such grant; provided, however, that the exercise price of
any Incentive Option granted to an eligible employee owning more than 10% of the
outstanding Common Stock of the Company must not be less than 110% of such fair
market value as determined on the date of the grant. The term of each option and
the manner in which it may be exercised is determined by the Board of Directors,
provided that no option may be exercisable more than ten years after the date of
its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the Common Stock, no more than five years after
the date of the grant
The individuals eligible to receive options under the Plan are employees,
non-employee directors, advisors and consultants of the Company and its
subsidiaries. Non-employee directors, advisors and consultants shall only be
eligible to receive Nonqualified Options. Employees are eligible to receive both
Incentive Options and Nonqualified Options. The Company currently has five
non-employee directors and approximately 930 employees who are eligible to
participate in the Plan. In the event that an outstanding option terminates for
any reason, the shares of Common Stock subject to the unexercised portion of
such option shall again be available for grants under the Plan.
Director Compensation. Directors who are not employees of the Company are
paid $12,000 annually and are reimbursed for expenses associated with Board
responsibilities. In addition, non-employee directors were granted 5,000 stock
options each, with an exercise price of fair market value at the date of grant.
Directors who also serve as executive officers receive no fees or
remuneration for acting in their capacity as a Director of the Company.
Directors who serve on Board committees receive $750 per committee meeting.
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors is responsible for setting and approving the salaries,
bonuses and other compensation for the Company's executive officers,
establishing compensation programs, and determining the amounts and conditions
of all grants of awards under the Stock Incentive Plan. Mr. Hall, who was
appointed to the Board of Directors effective October 18, 1996, did not
participate in executive compensation decisions during the fiscal year ended
October 31, 1996.
Compensation Objectives. The Board of Directors believes that the objectives
of executive compensation are to attract, motivate and retain the highest
quality executives, to align the interests of these executives with those of the
Company shareholders and to motivate the Company executives to increase
shareholder value by improving corporate performance and profitability. To meet
these objectives, the Board of Directors seeks to provide competitive salary
levels and compensation incentives that attract and retain qualified executives,
to recognize individual performances and achievements as well as performance of
the Company relative to its peers, and to encourage ownership of the Company
stock.
Executive Salaries. Base salaries for executives are determined initially
by evaluating the responsibilities of the position, the experience of the
individual, internal comparability considerations, as appropriate, the
<PAGE>
competition in the marketplace for management talent, and the compensation
practices among public companies of the size of, or in businesses similar to,
the Company. Salary adjustments are determined and normally made at 12-month
intervals.
Annual Bonuses. The Company offers a bonus program for executives designed to
provide year-end incentive bonuses to executives who contributed materially to
the Company's success during the most recently completed fiscal year. The bonus
program is intended to enable the Company executives to participate in the
Company's success as well as to provide incentives for future performance. Bonus
compensation is determined as a percentage of the pre-tax net income of the
subsidiary which employs the executive. For fiscal year 1996, no bonuses were
granted to the executive officers of the Company.
Compensation of the Chief Executive Officer. On June 29, 1995, the
Company entered into an employment
agreement with Mr. Mercurio. The terms of such agreement, including the base
salary and bonus compensation thereunder, were based on arms'-length
negotiations between Mr. Mercurio and the remaining members of the Board of
Directors. See "Summary Compensation Table" for information concerning Mr.
Mercurio's compensation.
Long Term Incentives. Under the Plan, the Board of Directors may grant to
certain employees of the Company a variety of long-term incentives, including
non-qualified stock options, incentive stock options, stock appreciation rights,
exercise payment rights, grants of stock or performance awards. During fiscal
year 1996, the Board of Directors approved grants of stock options that had an
exercise price of not less than the fair market value of the underlying stock on
the date of the grant.
RESPECTFULLY SUBMITTED:
WILLIAM J. MERCURIO
FRAZIER L. GAINES
BILLY B. CAUDILL
ROBERT C. NELLES
GIDEON D. TAYLOR
Compensation Committee Interlocks and Insider Participation
Compensation for the Company's officers is determined by the entirety of the
Company's Board of Directors. Of the members of the Board of Directors, Messrs.
Mercurio, Gaines and Hall also serve as executive officers of the Company.
On December 8, 1995, the Company acquired the issued and outstanding stock of
H.C. Connell, Inc. ("Connell") for an aggregate purchase price of approximately
$2.2 million, consisting of $500,000 in cash and approximately $1.8 million in
promissory notes. The Company obtained the cash portion of the purchase price
through the issuance of two promissory notes in the amount of $250,000 each to
Messrs. Billy B. Caudill and Frazier L. Gaines, both of whom are members of the
Board of Directors of the Company. These notes, which bore interest at the prime
rate plus 1%, became due and were paid by the Company prior to December 31,
1996. As additional consideration for their agreeing to lend $500,000 to the
Company, the Company issued to each of Messrs. Caudill and Gaines 5,000 shares
of the Company's common stock for $.001 per share. The closing market price for
the Registrant's common stock on the NASDAQ National Market System on December
8, 1995 was $7.187 per share.
On October 12, 1996, the Company, acquired all the issued and outstanding
capital stock of GEC, which prior to the acquisition was owned equally by Gerry
W. and J. Barry Hall (collectively, the "Halls"). Following the acquisition, the
Halls were employed by the Company and Gerry W. Hall was appointed to the
Company's Board of Directors. The purchase price for the GEC acquisition was
$3,000,000 to be paid in cash, plus the issuance at the end of each of the next
five years of a number of shares of common stock of the Registrant having a then
discounted current market value of $1,000,000, subject to adjustment, based on
the pretax earnings performance of GEC. In connection with the acquisition of
GEC, the Company entered into employment agreements with the Halls, each of
which expires on October 11, 2001, that provide for the Halls to serve,
respectively, as President of the Company's traffic management group and of
TSCI.
<PAGE>
GEC operates in an Albany, Georgia facility leased from the Halls for an
aggregate annual rent of $60,000. The Company has agreed to purchase the
facility from the Hall's for $350,000, which the Company believes represents
fair market value for the property. The purchase is subject to the Company
obtaining acceptable financing and other factors. The Company expects to
complete the purchase of the facility by June 1997.
Compliance with Section 16(a) of the Securities and Exchange Act of 1934
To the Company's knowledge, and based on a review of available forms and
reports filed with the Company by the Company's directors and officers, such
officers and directors complied with the filing requirements of Section 16(a)
during fiscal year 1996.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following sets forth, as of March 17, 1997 information with respect to
the beneficial ownership of the Company's common stock by: (i) each person known
by the Company to beneficially own more than 5% of the outstanding shares of the
Company's Common Stock; (ii) each director of the Company; (iii) each of the
Company's named executive officers (excluding those executive officers who
resigned during fiscal year 1996); and (iv) all directors and executive officers
as a group. Unless otherwise indicated, each of the shareholders named in this
table: (a) has sole voting and investment power with respect to all shares of
common stock beneficially owned and (b) has the same address as the Company.
<TABLE>
<CAPTION>
Number of Percent
Name/Address Shares of Class
<S> <C> <C>
William J. Mercurio(1).......................... 52,000 *
Joseph P. Powers................................ 5,000 *
Gerry W. Hall................................... 0 *
Frazier L. Gaines(2)............................ 681,912 8.2%
Billy B. Caudill................................ 421,983 5.08%
Robert C. Nelles................................ 0 *
Gideon D. Taylor(3)............................. 827,352 10.21%
Richard J. Sandulli............................. 5,000 *
All directors and officers as a group
(9) persons ............................... 1,988,247 24%
</TABLE>
1. Includes options that are currently exercisable to purchase 50,000 shares
of common stock.
2. Includes the options that are currently exercisable to purchase 110,000
shares of common stock. Does not include an aggregate of 9,000 shares held as
trustee for four minors and as to which Mr. Gaines disclaims beneficial
ownership.
3. Includes 21,619 shares owned by Mr. Taylor's wife.
* Less than 1%
PERFORMANCE GRAPH
The following performance graph compares the cumulative total return on the
Company's common stock with the cumulative total return of the companies in the
Standard and Poor's 500 index and the NASDAQ Telecommunications Stocks. The
cumulative total return for each of the periods shown in the performance graph
is measured assuming an initial investment of $100 on October 31, 1991. No
dividends have been paid on the Company's Common Stock.
<PAGE>
- ------------------------------------------------------------------------------
COMPARISON OF ONE-YEAR CUMULATIVE TOTAL RETURN
- ------------------------------------------------------------------------------
AMONG THE COMPANY, S&P 500 AND PEER GROUP
[Rough sketch of Graph)
$650| A-Able Telcom Holding Corp.
| N-NASDAQ Telecommunications Services
$600| S-S&P 500
|
$550|
|
$500|
|
$450| A
| A
$400|
|
$350| A
|
$300|
| A
$250|
|
$200| N N
| N N,S
$150| S
| S S
$100| N,S
|
$50| A
|
$0|__________________________________________________________________________
1992 1993 1994 1995 1996
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
1992 1993 1994 1995 1996
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Able Telcom Holding Corp. $ 65.00 $465.00 $350.00 $278.00 $431.00
NASDAQ Telecommunications $106.60 $212.67 $179.60 $192.70 $175.55
Services
S&P 500 $109.95 $126.39 $131.25 $157.88 $180.00
-------------------------------------------------------------------------------------
</TABLE>
OTHER MATTERS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
shareholders may present proper proposals for inclusion in the Company's proxy
statement and for consideration at the next Annual Meeting of Shareholders by
submitting such proposals to the Company in a timely manner. In order to be so
included for the 1998 Annual Meeting, shareholder proposals must be received by
the Company no later than, December 1, 1997 and must otherwise comply with the
requirements of Rule 14a-8.
Under federal securities laws, the Company's directors, certain officers, and
persons holding more than 10% of the Common Stock of the Company are required to
report, within specified monthly and annual due dates, their initial ownership
and all subsequent acquisitions, dispositions or other transfers of interest in
Common Stock, if and to the extent reportable events occur which require
reporting of such due dates. The Company is required to describe in this Proxy
Statement whether it has knowledge that any person required to file such report
may have failed to do so in a timely manner. To the Company's knowledge, all
such filing requirements of the Company's directors, officers and each
beneficial owner of more than 10% of the Common Stock were satisfied in full for
fiscal year 1996. The foregoing is based upon reports furnished to the Company
and written representations and information provided to the Company by the
persons required to make such filings.
<PAGE>
Shareholders may obtain a copy without charge (without exhibits) of the
Company's Annual Report on Form 10-K for fiscal year 1996 as filed with the
Securities and Exchange Commission by writing to: Investor Relations, Able
Telcom Holding Corp., 1601 Forum Place, Suite 1110, West Palm Beach, Florida
33401.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Ernst & Young L.L.P. as its public accountants for
fiscal year 1997. Representatives of Ernst & Young L.L.P. will be present at the
Annual Meeting and will be available to answer appropriate questions from
shareholders attending the meeting, and will be available to make a statement if
they desire to do so.
<PAGE>
ABLE TELCOM HOLDING CORP.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING APRIL 18, 1997
PROXY
The undersigned stockholder hereby appoints William J. Mercurio, attorneys and
proxies for the undersigned with power of substitution in each to act for and to
vote, as designated below, with the same force and effect as the undersigned,
all shares of Able Telcom Holding Corp. Common Stock standing in the name of the
undersigned at the Annual Meeting of Shareholders to be held at The Omni Hotel,
1601 Belvedere Road, West Palm Beach, Florida at 10:00 a.m. on Friday, April 18,
1997 and at any adjournments thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER IF NO DIRECTION IS GIVEN, THIS PROXY WILL GRANT
AUTHORITY TO THE PROXY HOLDERS TO VOTE ON BEHALF OF THE UNDERSIGNED SHAREHOLDER
AND WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTOR AND "FOR" THE OTHER PROPOSAL.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THE
PROXY WILL BE VOTED IN ACCORDANCE WITH THE PROXY HOLDERS' BEST JUDGMENT AS TO
ANY OTHER MATTER.
(Continued and to be signed on reverse side)
Election of Directors.
Nominees:
William J. Mercurio
Frazier L. Gaines
Gerry W. Hall
Billy B. Caudill
Robert C. Nelles
Gideon D. Taylor
Richard J. Sandulli
/ / FOR ALL THE NOMINEES LISTED ABOVE
/ / WITHHOLD ALL AUTHORITY TO VOTE FOR THE NOMINEES LISTED ABOVE
EXCEPT AS LISTED BELOW:
List Exceptions: _____________________________
_____________________________
/ / MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
/ / MARK HERE IF YOU PLAN TO ATTEND THE MEETING
Please mark, date and sign exactly
Dated: ___________, 1997 as your name appears hereon. Joint
owners should each sign. If the
signer is a corporation, please
_________________________________ sign in full corporate name by a
SIGNATURE duly authorized officer.
Executors, administrators, trustees
etc. should give full title as such.
<PAGE>
[Able Telcom Letterhead]
April 7, 1997
Dear Able Telcom Holding Corp. Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders to be held on Friday, April 18, 1997, at 10:00 a.m., at The Omni
Hotel, 1601 Belvedere Road, West Palm Beach, Florida 33406. At the Annual
Meeting, the shareholders of Able Telcom Holding Corp. (the "Company") will
elect seven members of the Board of Directors to serve until the 1998 Annual
Meeting and will transact such other business as may properly come before the
meeting.
The Annual Meeting will include a report on Company operations and
discussion and voting on the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement.
The enclosed Notice of Annual Meeting, proxy statement and proxy card
contain further information about the Annual Meeting, the Company and the
business to be transaction at the Annual Meeting. Whether or not you plan to
attend, you can ensure that your shares are represented at the Annual Meeting by
promptly completing, signing, dating and returning the enclosed proxy card in
the envelope provided.
Sincerely,
/s/ William J. Mercurio
-------------------------------------
William J. Mercurio
President and Chief Executive Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 14A INFORMATION
------------------
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for
Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Able Telcom Holding Corp.
(Name of Registrant as Specified In Its Charter)
Able Telcom Holding Corp.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (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:
(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:
