<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
Consulier Engineering, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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> 2
CONSULIER ENGINEERING, INC.
169 Tequesta Drive, Suite 31-E
Tequesta, Florida 33469
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, JULY 9, 1996
To the Shareholders of Consulier Engineering, Inc.:
Notice is hereby given that an Annual Meeting of Shareholders of
Consulier Engineering, Inc. (the "Company") will be held on Tuesday, July 9,
1996, at 3:00 P.M. at Michael's Restaurant, 285 South U.S. Highway One,
Tequesta, Florida 33469, (Telephone: (407) 745-6747), for the following
purposes:
1. To elect six (6) directors to serve until the next Annual
Meeting of Shareholders and until their successors are duly
elected and qualify.
2. To ratify the appointment of BDO Seidman as the Company's
public accountants for the fiscal year which began January 1,
1996.
3. To transact any other such business as may properly come
before the meeting or any adjournment thereof.
Each shareholder of record at the close of business on June 3, 1996,
is entitled to cast, in person or by proxy, one vote for each share of Common
Stock held by such shareholder on such date.
By Order of the Board of Directors
Thomas G. Weber, Secretary
Dated: June 5, 1996
YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE FILL IN
DATE, SIGN AND MAIL IT TODAY IN THE ACCOMPANYING SELF-ADDRESSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
CONSULIER ENGINEERING, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, JULY 9, 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . 8
APPOINTMENT OF INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . 9
INTEREST OF MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 10
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
OTHER MATTERS COMING BEFORE THE MEETING . . . . . . . . . . . . . . . . . . 11
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 4
CONSULIER ENGINEERING, INC.
169 TEQUESTA DRIVE, SUITE 31-E
TEQUESTA, FLORIDA 33469
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, JULY 9, 1996
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Consulier Engineering, Inc. (the "Company"), a
Florida corporation, of the accompanying proxy for use at the 1996 Annual
Meeting of Shareholders (the "Meeting") to be held at Michael's Restaurant; 285
South U.S. Highway One; Tequesta, FL 33469, on July 9, 1996 at 3:00 p.m.,
local time, or at any adjournment thereof, for the purposes set forth in the
foregoing Notice of Meeting. Only shareholders of record at the close of
business on June 3, 1996 (the "Record Date"), are entitled to vote at the
Meeting. Proxy material is being mailed on or about June 5, 1996, to the
Company's shareholders of record on the Record Date. All references to the
Company herein include its subsidiaries.
THE PROXY
Each shareholder of record is entitled to cast, in person or by proxy,
one vote for each share of Common Stock, $.01 par value (the "Common Stock"),
held by such shareholder at the close of business on the Record Date. As of
said date, there were 2,487,364 shares of Common Stock outstanding and entitled
to vote.
Shareholders who execute proxies retain the right to revoke them by
notifying the Company at any time before they are voted. Such revocation may
be effected by execution of a subsequently dated proxy, or by a written notice
of revocation, sent to the attention of the Secretary at the address of the
Company's principal office set forth above in the introductory paragraph to
this Proxy Statement or delivered to him at the Meeting. Unless so revoked,
the shares represented by proxies, if received in time, will be voted in
accordance with the directions given therein. If no direction is given, a
properly executed proxy will be voted to ratify the selection of the Company's
auditors, and in favor of the election of directors.
A plurality of the votes cast at the Meeting shall be necessary to
elect a director. The affirmative vote of a majority of the votes cast at the
meeting shall be necessary to approve the proposal numbered 2 in the Notice of
Annual Meeting, i.e., the selection of independent public accountants.
At the meeting ballots will be distributed with respect to each
proposal to be voted upon to the management proxy holders and each shareholder
(or the shareholder's proxy if not the
2
<PAGE> 5
management proxy holders) who is present and did not deliver a proxy to the
management proxy holders or another person. The ballots shall then be tallied,
one vote for each share owned of record, the votes being in three categories:
FOR, AGAINST or ABSTAIN, except in the case of the proposal to elect directors,
the three categories will be, with respect to each director to be elected, FOR
the management nominee, WITHHOLD AUTHORITY from voting FOR the management
nominee, or FOR another person to be elected as a director. Any shareholder
who submits a proxy, even though the shareholder abstains as to one or more
proposals, or who is present in person, shall be counted for the purpose of
determining if a quorum is present, a quorum being a majority of the
outstanding shares of the Common Stock. Because each of the six directors will
be elected by a plurality of the votes cast at the meeting, an abstention,
whether by the shareholder of record or by a broker non-vote where the broker
or its nominee is the record holder for the shareholder, reduces the number of
votes cast for a particular nominee. Assuming that the voting for director is
limited to the six management nominees, an abstention, including a broker
non-vote, has no effect on the determination of who is elected. If there are
one or more nominees opposing the six management nominees, the six candidates
receiving the highest votes FOR will be elected, regardless of how many shares
ABSTAIN.
Shares of Common Stock represented by a duly executed proxy received
by the Company will be voted in accordance with the instructions contained
therein and, in the absence of specific instructions, will be voted FOR the
election as directors of the persons nominated by the Board of Directors, FOR
the re-appointment of the Company's existing auditors, and, in accordance with
the judgment of the persons voting the proxy, on any other matter that may
properly come before the Annual Meeting. The execution of a proxy will in no
way affect a shareholder's right to attend the Annual Meeting and to vote in
person. A shareholder may revoke a proxy at any time before it is voted at
the Annual Meeting by written notice delivered to the Secretary of the Company.
It should be noted that Warren B. Mosler, Chairman of the Board of
Directors of the Company, has the right to vote sufficient shares to cause each
of the proposed actions to be approved without any other shares being voted in
favor thereof at the Annual Meeting of Stockholders. Mr. Mosler has indicated
his intention to vote all of his shares for approval of the persons nominated
as directors, and for re-appointment of the Company's existing auditors.
Accordingly, any negative vote which a shareholder may cast will not have any
effect on the outcome of any of the matters discussed in this proxy.
This Proxy Statement, the accompanying proxy, and the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995, are being mailed on
or about June 5, 1996, to shareholders entitled to vote at the Annual Meeting.
The cost of solicitation of proxies will be borne by the Company. In addition
to the use of the mails, proxy solicitations may be made by telephone and
personal contact by officers, directors and employees of the Company. The
Company will, upon request, reimburse brokerage houses and persons holding
shares in their names or in the names of nominees for their reasonable expenses
incurred in sending soliciting material to their principals.
3
<PAGE> 6
ELECTION OF DIRECTORS
Six directors will be elected at the Meeting. The enclosed proxy,
unless otherwise specified, will be voted to elect as directors the six
nominees named below. Each director elected at the Meeting will serve until
the next Annual Meeting of Shareholders and until his or her respective
successor is duly elected and qualifies. Each nominee is a member of the
current Board of Directors, having been elected at the last Annual Meeting of
Shareholders held on January 31, 1995. All nominees have consented to serve as
directors. If a nominee should not be available for election as contemplated,
the management proxy holders will vote for a substitute designated by the
current Board of Directors. In no event will proxies be voted for more than
six nominees.
The following table sets forth certain information, as of the Record
Date, concerning the nominees for election as directors of the Company. For
information as to the shares of the Common Stock held by each nominee, see the
section "Securities Ownership of Certain Beneficial Holders and Management"
elsewhere in this Proxy Statement.
<TABLE>
<CAPTION>
Other
Director Position(s)
Nominee Age Since With Company
------------------- --- -------- ---------------------
<S> <C> <C> <C>
Warren B. Mosler 46 1985 Chairman of the Board
Alan R. Simon, Esq. 45 1985 None
Charles E. Spaeth 71 1992 Acting President
Acting CEO
Burck E. Grosse 65 1992 None
William R. Locke 49 1992 None
Richard Hornstrom 35 1995 None
</TABLE>
EXECUTIVE OFFICERS
As of the Record Date, the executive officers of the Company were as
follows:
<TABLE>
<CAPTION>
Year Became
Officership(s) Executive
Name Age with Company Officer
- ---------------- --- -------------- -----------
<S> <C> <C> <C>
Warren B. Mosler 46 Chairman of the 1985
Board
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
Charles E. Spaeth 71 Acting President and 1996
Acting Chief Executive
Officer
Thomas G. Weber 49 Vice President-Finance, 1994
Secretary, Treasurer
and Chief Financial
Officer
</TABLE>
Each executive officer is elected to serve at the discretion of the Board of
Directors.
BUSINESS HISTORY OF DIRECTORS AND EXECUTIVE OFFICERS
The principal occupation of each executive officer of the Company and
nominee for director is set forth below. All of the executive officers and
directors are elected annually, or until their successors have been duly
elected.
Warren B. Mosler is the Chairman of the Board of Directors. Mr.
Mosler has served as Chairman since inception of the Company and Chief
Executive Officer from inception to March 1989 and from August 1989 to May
1994. From 1983 to the present, Mr. Mosler has been a principal in Adams,
Viner & Mosler, Ltd., as a broker/dealer engaged in arbitrage and government
securities trading in West Palm Beach, Florida.
Charles E. Spaeth is the Company's Acting President and Acting Chief
Executive Officer. He was elected to these offices upon the resignation of his
predecessor, George E. Mount, in February 1996. He was employed as a Senior
Project Engineer at Pratt & Whitney Aircraft from 1949 until his retirement in
1990.
Thomas G. Weber is the Company's Vice President-Finance, Secretary,
Treasurer and Chief Financial Officer. He was elected to these offices in
January 1994. Prior to joining the Company, from 1986 to 1994 Mr. Weber was
associated with Adams, Viner & Mosler, Ltd.
Alan R. Simon is a director and the Company's General Counsel. He has
been in the private practice of law in Boca Raton, Florida, since 1982.
Burck E. Grosse has been President of BG Consulting Group, Inc., from
1991 to the present. From 1987 until 1991 he was Senior Vice President, Lear
Group, Inc., a general contracting firm. He worked at General Motors
Corporation from 1948 until 1987, where he last served as General Director,
Technical Services.
William Locke as been employed by First Federal of the Palm Beaches
from 1971 to the present. He is currently Consumer Loan Officer and Coordinator
of Indirect Dealer Lending.
5
<PAGE> 8
Richard Hornstrom has been a President of Trojan, Inc., a commodity
trading advisor and commodity pool operator from September 1995 to the present.
BOARD MEETINGS
During calendar year 1995 through June 3, 1996, one meeting of the
Company's Board of Directors was held. All elected members of the Board
attended this meeting.
BOARD COMMITTEES
The Board of Directors of the Company has the following committees
with members as listed:
Executive Committee Warren B. Mosler
Alan R. Simon
Affiliated Transaction Committee Burck E. Grosse
William R. Locke
Alan R. Simon
Audit Committee William R. Locke
Alan R. Simon
The Executive Committee's functions include approval of all
investments of the Company not otherwise approved by the full Board of
Directors. The Affiliated Transaction Committee's functions include approval
of all of the Company's transactions with related individuals, including
significant stockholders, officers and directors. The Audit Committee's
functions include review of various matters relating to the Company's financial
statements.
During calendar year 1995, one meeting of the Audit Committee was
held. All members of that Committee attended the meeting. No meeting of any
other Committee was held in 1995 or 1996.
FAMILY RELATIONSHIPS
No family relationships exist amongst the directors and officers of
the Company. Messrs. Mosler and Simon have been directors since the inception
of the Company. The Company has no reason to believe that any of the nominees
will be unable or unwilling to serve as a director, if elected. If, however,
any of the nominees should decline or be unable to act as a director, the
shares represented by the enclosed proxy will be voted for such other person or
persons as may be nominated by the Board of Directors.
6
<PAGE> 9
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely on a review of Forms 4 and 5 furnished to the Company
under Rule 16a-3(e) promulgated under the Exchange Act with respect to fiscal
1995 and 1996, the Company believes that all required filings were made on a
timely basis. Except as identified herein, the Company is not aware of any
beneficial owner of 10% or more of the outstanding shares of the Common Stock,
which is the only security that the Company registered under Section 12 of the
Exchange Act.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the Record Date,
with respect to (i) any person or "group" known to the Company to be the
beneficial owner of more than 5% of the Common Stock; (ii) each director of the
Company; (iii) the Chief Executive Officer of the Company; (iv) each other
executive officer who earned more than $100,000 in fiscal 1994; and (v) all
directors and executive officers as a group. Each beneficial owner has advised
the Company that he, she or it has sole voting and investment power as to the
shares of the Common Stock, except that the warrants options described in the
notes below do not have any voting power until exercised.
<TABLE>
<CAPTION>
Name and Amount and Percent of
Address of Nature of Class at
Title of Beneficial Beneficial November 30,
Class Owner Ownership 1994 (1)
--------- -------------------- ------------- ------------
<S> <C> <C> <C>
Common Warren B. Mosler 1,880,090 (2) 75.1%
Stock 483 S. Beach Rd.
Hobe Sound, FL 33455
Common Burck E. Grosse 12,500 (3) .6%
Stock 11 Huntly
PB Gardens, FL 33418
Common Alan R. Simon 120,000 (2) 4.8%
Stock 2255 Glades Rd. - A226
Boca Raton, FL 33431
Common Charles Spaeth 5,000 (3) .2%
Stock 13 Paddock Circle
Tequesta, FL 33469
Common William R. Locke 5,000 (3) .2%
Stock 12734 Pineacre Lane
WPB, FL 33414
</TABLE>
7
<PAGE> 10
<TABLE>
<S> <C> <C> <C>
Common Thomas G. Weber 5,000 (3) .2%
Stock 2581 Village Blvd.
WPB, FL 33409
Common All directors and 1,923,540 76.0%
Stock executive officers
as a group, excluding
duplications (7 people)
</TABLE>
_________________________
(1) The percentages computed in this column are based upon 2,499,496
shares of the Common Stock outstanding as of the Record Date and upon
effect being given, where appropriate, pursuant to Rule 13d-3(d)(3)(1)
under the Exchange Act and Regulation S-B, Item 403, to shares
issuable to the named persons or group upon the exercise of options
and warrants which are currently exercisable by them or exercisable by
them within sixty days of the Record Date and to shares subject to
their voting control.
(2) Includes stock options to acquire 3,510 shares of the Company's Common
Stock at $.10 per share.
(3) Consists of stock options granted under the Company's Tandem Stock
Option Plan. Exercise prices for the options range from $.01 to $.50
per share.
EXECUTIVE COMPENSATION
The following tables and notes present for the three years ended
December 31, 1995, compensation paid by the Company to Warren B. Mosler, its
Chairman and former CEO through May 1994, and to George E. Mount, its former
President and Chief Executive Officer. Mr. Mount was the only executive
officer whose total salary and bonus exceeded $100,000 in any of the three
years ended December 31, 1995. Mr. Mount resigned his position in February of
1996 at which time Charles E. Spaeth was named Acting President and Chief
Executive Officer with an annual salary of $20,800.
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual
Name and Fiscal Compensation
Principal Position Year - Salary
------------------ ------ ------------
<S> <C> <C>
Warren B. Mosler, 1995 $ 75,000
Chairman of the Board 1994 $ 75,000
1993 $ 44,711
George E. Mount 1995 $102,000
Former President 1994 $ 68,262
Former CEO 1993 $ -0-
</TABLE>
Certain columns have been omitted from the above table because there is no
compensation required to be reported in such columns. All other 1995
compensation has been comparable to 1994 levels.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
The Company did not grant any options or stock appreciation rights to
any person in fiscal 1995, or during the first five months of 1996.
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The Aggregated Fiscal Year-End Option Table is omitted because there
is no disclosure of exercises or year-end holdings required to be reported.
LONG-TERM INCENTIVE AND PENSION PLANS
The Company does not have any long-term incentive or pension plans.
COMPENSATION OF DIRECTORS
Directors are compensated $100 for attendance at each Board of
Directors meeting.
9
<PAGE> 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AVM, a broker/dealer in U.S. Government securities formed in October
1983, is an Illinois limited partnership located in West Palm Beach, Florida.
AVM is registered with the Commodity Futures Commission as a Futures Commission
Merchant ("FCM") and conducts its FCM business with other broker/dealers on a
fully disclosed basis. AVM is registered as a broker/dealer with the
Securities and Exchange Commission, and is a member of the National Association
of Securities Dealers, Inc. The firm is generally engaged in the brokerage of
U.S. Government securities, other fixed income instruments, and arbitrage
transactions and presently employs 39 people in addition to its three general
partners. Mr. Mosler is one of the founders of AVM and is a general partner.
Under the partnership agreement, Consulier may withdraw all or any
portion of its capital account upon thirty (30) days' written notice. Also,
AVM's general partners may cause withdrawal of the Company from the partnership
through payment of value of the Company's capital account.
As of December 31, 1995, and March 31, 1996, the Company's limited
partnership interest represented approximately thirteen percent (13%) and
twelve percent (12%), respectively, of AVM's total partnership capital.
Allocation of the partnership's income to its partners varies based on amounts
of appreciation of the partnership's assets and operating profits of the
partnership. Based on earnings distributions provided in the partnership
agreement, the Company was allocated approximately eight percent (8%) of AVM's
earnings during 1995 totaling approximately $1,927,000. During the first three
months of 1996, the Company was allocated approximately eight percent (8%) of
AVM's earnings totaling approximately $376,000.
APPOINTMENT OF INDEPENDENT AUDITORS
On January 31, 1995, the Board of Directors selected BDO Seidman as
the Company's independent public accountants for the fiscal year commencing
January 1, 1995. Such firm has acted as the Company's independent public
accountants since December 12, 1991, and has advised the Company that no member
of such firm or any member thereof has any financial interest in the Company.
Although neither federal nor state law requires the approval of the
auditors by shareholders, the Board believes that, in view of the importance of
financial statements to the shareholders, the selection of independent public
accountants should be passed on by shareholders. Accordingly approval of the
following resolution will be requested at the Meeting:
"RESOLVED, That the Board of Directors' appointment of BDO Seidman to
serve as the Company's independent public accountants for the fiscal year
beginning January 1, 1996, be, and the same hereby is, ratified and approved."
10
<PAGE> 13
The Board of Directors recommends a vote FOR the foregoing resolution
because of the familiarity of BDO Seidman with the Company's financial and
other affairs. In the event that the shareholders disapprove of the selection,
the Board of Directors will consider the selection of another auditor.
A member of BDO Seidman will be present at the Meeting. He will not
make any statement but will answer any questions any shareholder may have with
respect to the financial statements of the Company for fiscal 1995.
INTEREST OF MANAGEMENT
Other than the election of directors, there is no other proposal in
the Notice of Annual Meeting as to which the directors and executive officers
have any special interest, although they recommend the approval of all
proposals by the shareholders.
FINANCIAL STATEMENTS
The following financial statements, management's discussion and
analysis, and market information, all of which appear in the 1995 Annual Report
which accompanies this Proxy Statement, are incorporated herein by this
reference.
<TABLE>
<S> <C> <C>
1. Report of Independent Auditors . . . . . . . . . . . . . . . . F-2
2. Consolidated Balance Sheets at December 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
3. Consolidated Statements of Income for the Years
Ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . F-4
4. Consolidated Statements of Stockholders' Equity for
the Years Ended December 31, 1995 and 1994 . . . . . . . . . . F-5
5. Consolidated Statements of Cash Flow for the Years
Ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . F-6
6. Notes to Consolidated Financial Statements . . . . . . . . . . F-7
7. Management's Discussion and Analysis or
Plan of Operations . . . . . . . . . . . . . . . . . . . . . . 11
8. Market Information . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
11
<PAGE> 14
The following financial statements and management's discussion and
analysis, all of which appear in the Company's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1996, copies of which report and amendment
accompany this Proxy Statement, are incorporated herein by this reference:
<TABLE>
<S> <C> <C>
1. Consolidated Balance Sheets at March 31, 1996
(unaudited) and December 31, 1995 . . . . . . . . . . . . . . 3
2. Consolidated Statements of Operations for the Three
Month Periods Ended March 31, 1996 and 1995 (Unaudited) . . . 4
3. Consolidated Statements of Cash Flows for the Three
Month Periods Ended March 31, 1996 and 1995 (Unaudited) . . . 5
4. Notes to Financial Statements (Unaudited) . . . . . . . . . . 6
5. Management's Discussion and Analysis or
Plan of Operation . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
OTHER MATTERS COMING BEFORE THE MEETING
As of the date of this Proxy Statement, the Board of Directors does
not know of any matters to be presented to the Meeting other than the two
proposals set forth in the attached Notice of Annual Meeting. If any other
matters properly come before the Meeting, it is intended that the holders of
the management proxies will vote thereon in their discretion.
MISCELLANEOUS
The solicitation of proxies on the enclosed form of proxy is made by
and on behalf of the Board of Directors of the Company and the cost of this
solicitation is being paid by the Company. In addition to the use of the
mails, proxies may be solicited personally, or by telephone or telegraph, by
officers or directors of the Company or its subsidiaries.
Shareholder proposals for inclusion in the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held in July 1997 must be received
no later than a reasonable time before the solicitation for such meeting is
made.
A copy of the 1995 Annual Report accompanies this Proxy Statement.
There will be no separate Annual Report to Shareholders other than the Annual
Report on Form 10-KSB (i.e., the 1995 Annual Report). A copy of any exhibits
to the 1995 Annual Report, as amended, may be obtained by written or oral
request to
12
<PAGE> 15
Thomas G. Weber, Chief Financial Officer of the Company, at the principal
office of the Company, the address of which is set forth in the introductory
paragraph to this Proxy Statement. A reasonable fee for duplicating and
mailing will be charged if a copy of any exhibit is requested.
By Order of the Board of Directors
THOMAS G. WEBER, Secretary
13
<PAGE> 16
APPENDIX A
PROXY CONSULIER ENGINEERING, INC.
169 TEQUESTA DRIVE - SUITE 31-E
TEQUESTA, FL 33469
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS WARREN B. MOSLER AND THOMAS G. WEBER
AS PROXIES, EACH WITH THE POWER TO APPOINT HIS SUBSTITUTE, AND HEREBY
AUTHORIZES THYEM TO VOTE AS DESIGNATED BELOW, ALL SHARES OF COMMON STOCK OF
CONSULIER ENGINEERING, INC. HELD OF RECORD BY THE UNDERSIGNED ON JUNE 3, 1996
AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 1996, OR ANY
ADJOURNMENT THEREOF.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
FOR AGAINST ABSTAIN
------- ------- -------
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. RATIFICATION OF INDEPENDENT AUDITORS (SEE PROXY STATEMENT)
FOR AGAINST ABSTAIN
------- ------- -------
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE
MEETING.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 EACH OF THE DIRECTOR NOMINEES, AND FOR PROPOSAL 2.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR CERTIFICATE. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICE. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: , 1996 NUMBER OF SHARES HELD:
----------------- ---------------
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PLEASE TYPE OR PRINT YOUR NAME(S) SIGNATURE
----------------------------------- -------------------------------------
PLEASE TYPE OR PRINT YOUR NAME(S) SIGNATURE
IF YOU HAVE HAD A CHANGE OF ADDRESS, PLEASE PRINT OR TYPE YOUR NEW ADDRESS IN
THE LINES BELOW:
----------------------------------- PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
----------------------------------- USING THE ENCLOSED ENVELOPE.
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