PRINS RECYCLING CORP.
400 Kelby Street
Fort Lee, New Jersey 07024
----------------
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 31, 1996
----------------
TO THE HOLDERS OF SHARES OF COMMON STOCK:
The Annual Meeting of Stockholders of Prins Recycling Corp., will be
held at Prins Recycling's Newark Facility, 150 St. Charles Street, Newark,
New Jersey 07105, on Wednesday, July 31, 1996 at 10:00 A.M. local time, for the
following purpose:
1. To elect Directors of the Company;
2. To adopt an amendment (the "Amendment") to Article FOURTH of
the Company's Amended and Restated Certificate of
Incorporation, to increase the authorized number of shares
of Common Stock, $.001 par value, from 20,000,000 shares to
35,000,000 shares;
3. To ratify the selection of Ernst & Young LLP as
independent auditors of the Company for the year 1996; and
4. To transact such other business as may properly come
before the Meeting.
Stockholders of record at the close of business on June 17, 1996 are
entitled to vote at the Meeting.
Stockholders are urged, whether or not they expect to attend the
Meeting in person, to complete and return promptly the enclosed proxy in the
accompanying envelope, which requires no postage if mailed in the United States.
If you attend, your having sent in your proxy will not restrict your right to
vote in person.
We cordially invite you to attend and participate in the Annual Meeting
in person.
By Order of the Board of Directors,
Richard Prins,
Secretary
June 18, 1996
1
<PAGE>
PRINS RECYCLING CORP.
400 Kelby Street
Fort Lee, New Jersey 07024
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 31, 1996
----------------
This Proxy Statement is furnished to holders of shares of common stock
(the "Common Stock") of Prins Recycling Corp. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held on July 31, 1996 and at any
adjournments thereof.
Proxies will be solicited by personal interview, mail, telephone and
telegraph. Brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward soliciting material to the beneficial owners of Common
Stock. All costs of the solicitation will be borne by the Company. In addition,
the Company has retained Georgeson & Company to aid in the solicitation of
proxies. The charges of such firm, estimated at $7,000 (excluding expenses),
will be paid by the Company.
Any Stockholder giving a proxy has the power to revoke it at any time
prior to its use. It is anticipated that proxy materials will first be mailed to
Stockholders on or about June 18, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Common Stockholders of record at the close of business on June 17, 1996
are entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote at the Meeting _________shares of Common Stock,
each entitled to one vote.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table identifies each person known to the Company to be
the beneficial owner of more than five percent of the Company's Common Stock,
each director of the Company and all directors and officers of the Company as a
group, and sets forth the number of shares of the Company's Common Stock
beneficially owned by each such person and such group and the percentage of
shares of the Company's outstanding Common Stock owned by each such person and
such group. With respect to natural persons, the person identified individually
or together with his spouse has sole voting power and sole investment power over
the securities.
Number of Shares of
Common Stock Percentage of
Beneficially Owned Outstanding Common
Name of Beneficial Owner as of June 1, 1996 Stock
------------------------ ------------------ ------------------
Fred L. Prins (1)(7) ............... 2,075,345 [ %]
Prins Family, L.P.(1) .............. 1,071,486 [ %]
C. Clarke Ambrose .................. 1,302,632 [ %]
Leonard Verebay .................... 263,582 [ %]
M. Taylor Pyne ..................... 179,943 [ %]
James C. Gale ...................... 123,523 [ %]
John C. Armas (2)(3) ............... 109,332 [ %]
Peter D. Levine (3) ................ 75,700 *
Richard J. Prins (3) ............... 59,400 *
Noel J. Prins (3) .................. 64,400 *
Eric R. Harfenist (4) .............. 66,000 *
Marc H. Shaener (5) ................ 42,520 *
Clifford H. Straub, Jr.(6) ......... 35,000 *
Lee M. Feldman (6) ................. 35,000 *
All officers and directors as a
group (13 persons) (1) ........... 4,612,577
- - - ------------
* Less than 1%
(1) Includes 1,071,486 shares owned by Prins Family, L.P., a limited
partnership of which Mr. Fred L. Prins is the general partner and trusts
for the benefit of Richard J. Prins and Noel J. Prins are the limited
partners. The trusts for the benefit of Richard J. Prins and Noel J. Prins
each have a 49.5% limited partnership interest in Prins Family, L.P. With
respect to each such trust, Mr. Fred L. Prins and the other limited
partner of Prins Family, L.P. are trustees. As general partner, Mr. Fred
L. Prins owns a 1% interest in Prins Family, L.P. Transfers of interest in
the Prins Family, L.P. and termination of such partnership may only be
accomplished by consent of all partners. Upon the death or incapacity o
Mr. Fred L. Prins, the Prins Family, L.P. terminates and the interests are
distributed to the respective partners. As general partner, Mr. Fred L.
Prins has sole voting and investment power over the Common Stock owned by
Prins Family, L.P. Certain employees of the Company are entitled to
purchase from Prins Family, L.P. up to 104,100 shares pursuant to
outstanding options.
3
<PAGE>
(2) Includes warrants to purchase 24,000 shares of Common Stock at a price of
$2.00 per share and vested options to purchase 5,000 shares of Common
Stock at a price of $9.00 per share.
(3) Includes options to purchase 36,000 shares of Common Stock at a price of
$3.00 per share plus options to purchase 23,000 shares of Common Stock
from Prins Family, L.P.
(4) Includes options to purchase 36,000 shares of Common Stock at a price of
$3.00 per share, and options to purchase 10,000 shares at a price of $9.00
per share.
(5) Includes options to purchase 2,220 shares of Common Stock at a price of
$3.00 per share, options to purchase 20,000 shares of Common Stock at a
price of $2.50 per share and options to purchase 15,000 shares of Common
Stock at a price of $9.00 per share.
(6) Includes options to purchase 25,000 shares of Common Stock, and in the
event of a change in control, an additional 10,000 shares of Common Stock
at a price to be determined in accordance with the performance of the
Common Stock over a 45-day period.
(7) Includes 1,125,486 shares owned by Prins Family, L.P.
(8) Includes options to purchase 36,000 shares of Common Stock at a price of
$3.00 per share plus options to purchase 10,000 shares at a price of $9.00
per share.
1. ELECTION OF DIRECTORS
The Board of Directors consists of five persons. Unless otherwise
instructed on the proxy, the shares represented by proxies will be voted for the
election of the five Nominees named below as Directors of the Company for the
ensuing year. If any Nominee becomes unavailable for any reason, the shares
represented by such proxies may be voted for a substitute Nominee designated by
the Board of Directors. All of the Nominees are presently Directors.
The following table sets forth information concerning the executive
officers, directors and key employees of the Company:
Director
Name Age Title Since
---- --- ----- --------
Fred L. Prins........... 56 Chairman of the
Board of Directors,
President and Chief
Executive Officer 1990
Clifford H. Straub, Jr.. 51 Vice President and
Chief Financial Officer
4
<PAGE>
Director
Name Age Title Since
---- --- ----- --------
Marc H. Shaener......... 27 Executive Vice President,
Chief Operating Officer
Noel J. Prins........... 29 Executive Vice President
and Treasurer
Richard J. Prins ....... 29 Executive Vice President
and Secretary
John C. Armas........... 37 Vice President, Finance
Eric R. Harfenist....... 29 Executive Vice President
Peter D. Levine......... 28 Executive Vice President
C. Clarke Ambrose....... 71 Director 1994
Leonard Verebay......... 50 Director 1994
M. Taylor Pyne.......... 45 Director and Director of
Business Development 1992
James Gale.............. 45 Director 1992
Lee M. Feldman.......... 28 Vice President and General
Counsel
FRED L. PRINS is the founder the Company and has served as President,
Chief Executive Officer and Chairman of the Board of Directors since inception
of the Company in January, 1990. Mr. Fred L. Prins co-founded Harmon Associates
Corporation, a waste-management and recovery business, in 1973. Harmon
Associates Corporation was sold to Fort Howard Paper Company in 1980. Mr. Fred
L. Prins served as President of Fort Howard's Harmon Associates Division from
1980 until 1985. In 1987, he joined Perry H. Koplik & Sons, a full-service
forest products company, as Director of Environmental Affairs. Mr. Prins is a
director of GreenStone Industries, Inc.
CLIFFORD H. STRAUB, JR. joined the Company as Chief Financial Officer
in 1996. Mr. Straub is a Certified Public Accountant with over 25 years of
financial and managerial experience. From 1995 to 1996, Mr. Straub was a
consultant. From 1992 until 1995, Mr. Straub was Vice President and Chief
Financial Officer of Paco Pharmaceutical Services, Inc., a company which
provided manufacturing and packaging services. From 1989 until 1992, Mr. Straub
was Vice President and Comptroller of the Network and Priority Services Groups
of New Valley Corporation, formerly Western Union Corporation.
5
<PAGE>
MARC H. SHAENER is Executive Vice President and Chief Operating
Officer, with responsibility for daily operations of all of the Company's
facilities, a position he has held since the beginning of 1995. Mr. Shaener
began his business career with the Company in 1990 as a quality control
inspector and has held a variety of operational jobs with the Company since
then.
NOEL J. PRINS is Executive Vice President and Treasurer of the Company.
Noel J. Prins began his career with the Company in 1990, and after having a
variety of responsibilities, currently directs the Company's paper marketing and
sales. From 1989 to 1990, Noel J. Prins was a Sales Manager for Perry H. Koplik
& Sons. From 1988 to 1989, he worked for Gaccione Brothers, Inc., a waste
hauler. Noel J. Prins is the son of Mr. Fred L. Prins and the brother of Richard
J. Prins.
RICHARD J. PRINS is Executive Vice President-Business Development and
Secretary of the Company. Richard J. Prins began his career with the Company in
1990, and after having a variety of responsibilities currently directs the
Company's corporate development program. Richard J. Prins was a Sales Manager
with Perry H. Koplik & Sons during 1989. From 1988 to 1989, he worked for
Gaccione Brothers, Inc., a waste hauler. Richard J. Prins is the son of Mr. Fred
L. Prins and the brother of Noel J. Prins.
JOHN C. ARMAS has been Vice President, Finance since February 1996.
Prior thereto, Mr. Armas had been the Chief Financial Officer of the Company
since joining the Company in February 1991. Mr. Armas is a Certified Public
Accountant with fifteen years of financial and managerial experience.
ERIC R. HARFENIST is Executive Vice President of the Company. Mr.
Harfenist joined the Company in 1990 and after having a variety of
responsibilities, is in charge of all transportation issues for the Company. He
worked as a sales representative with Sabin Robbins Paper Corporation prior to
1990.
PETER D. LEVINE is Executive Vice President of the Company. Mr. Levine
joined the Company in 1990 and after having a variety of responsibilities,
directs marketing and sales of non-paper recyclables for the Company. Mr. Levine
worked for Perry H. Koplik & Sons from 1989 to 1990 as a Sales Representative,
where he was actively involved in domestic and export sales.
M. TAYLOR PYNE became a director of the Company in September, 1992. In
1995, Mr. Pyne began working directly for the Company as Director of Business
Development. Mr. Pyne was the regional representative for Mosley Machinery
Company, a manufacturer of a broad range of equipment used in handling
recyclable and solid waste, from 1989 through 1994. Thereafter,
6
<PAGE>
until joining the Company as an employee in the second quarter of 1995, Mr. Pyne
acted as an independent sales agent for the Company. Mr. Pyne owned and operated
a wastepaper exporting business from 1983 until 1985, when he began assisting
large hauling companies in managing their wastepaper.
JAMES C. GALE became a Director of the Company in November, 1992. Mr.
Gale has been a Managing Director of Gruntal & Co., Incorporated, and has been
associated with Maiden Lane Associates, Ltd., a leveraged buyout affiliate of
Gruntal & Co., Incorporated, since 1989. From 1987 to 1989, Mr. Gale was an
Executive Vice President of Adams Cohen Securities. Mr. Gale presently serves on
the Board of Directors of Latshaw Enterprises, Inc. and Adage, Inc.
C. CLARKE AMBROSe became a Director of the Company in June 1994. Mr.
Ambrose retired as a senior executive of E.F. Hutton & Co. in 1987, and is
currently a private investor in business and real estate.
LEONARD VEREBAY became a director of the Company in June, 1994. Mr.
Verebay is President, a director and major stockholder of Queens Group, Inc., a
printing and packaging concern.
LEE M. FELDMAN is Vice President and General Counsel of the Company.
Mr. Feldman joined the Company as General Counsel in 1995 and directs the
Company's legal and governmental affairs. From 1993 to 1995, Mr. Feldman was a
corporate associate with the New York City law firm of O'Sullivan Graev &
Karabell, L.L.P. From 1990 to 1993, Mr. Feldman earned his J. D. from Columbia
University School of Law.
Each Director serves until the next annual meeting of stockholders, or
until his successor is elected and qualified. The term of each officer is at the
discretion of the Board of Directors.
The following reports required under Section 16(a) of the Securities
Exchange Act of 1934 were filed late by the following officers and directors of
the Company in fiscal 1995: John C. Armas, formerly the Chief Financial Officer,
filed two reports on Form 4 late; Eric R. Harfenist, Executive Vice President,
filed one report on Form 4 late; James C. Gale, a Director of the Company, filed
one report on Form 4 late and Prins Family, L.P., a significant stockholder
controlled by Mr. Fred L. Prins, filed one report on Form 4 late.
The Company has no information as to filings by Mr. Steve Levy, Vice
President of the Company's Paper Chase subsidiary, who was previously a greater
than 10% stockholder.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the amount of all cash compensation paid by
the Company for services rendered during each of the three fiscal years ended
December 31, 1995, to each of the Company's five most highly compensated
executive officers whose total cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name of Capacity in Fringe Options
Individual Which Served Year Salary Bonus Benefits (1) Granted
- - - ---------- ------------ ---- ------ ----- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Fred L. President, 1995 $258,119 -- $77,318 --
Prins Chief Executive 1994 153,361 $100,000 29,632 --
Officer and 1993 145,000 -- -- --
Chairman of
Board
Noel J. Executive Vice 1995 125,468 -- 50,984 --
Prins President 1994 56,873 50,000 -- --
Richard J. Executive Vice 1995 125,499 -- 40,933 --
Prins President 1994 56,873 50,000 -- --
Peter D. Executive Vice 1995 125,833 -- 45,545 --
Levine President 1994 55,815 50,000 -- --
Marc H. Chief Operating 1995 125,268 -- 57,961(2) --
Shaener Officer
</TABLE>
(1) Includes automobile allowance, health insurance and 401(k) Plan
matching contribution. No other officer received fringe benefits
costing the Company in excess of $25,000 in 1994 or any prior year.
(2) Includes cancellation of debt of approximately $22,000.
Employment Agreements
Mr. Fred L. Prins serves as Chairman of the Board, President and Chief
Executive Officer of the Company pursuant to a five (5) year Employment
Agreement ending October, 1997. Pursuant to the Agreement, Mr. Fred L. Prins
received a base salary of $150,000 per year until January 1, 1995, when such
compensation was increased to $250,000. Mr. Fred L. Prins' compensation for 1994
included a cash bonus of $100,000. The Agreement contains a non-competition
provision and provides for payment of a bonus in amounts to be determined by the
Board of Directors. The agreement further provides for such other fringe
benefits as are customary for a Chief Executive Officer in the industry in which
the Company operates.
8
<PAGE>
In February 1996, Mr. Clifford H. Straub, Jr. was hired as Vice President
and Chief Financial Officer. Pursuant to a two-year employment agreement, Mr.
Straub receives $150,000 per year and is eligible for a bonus. Mr. Straub's
agreement provides that in the event of a change in control, Mr. Straub may
terminate the contract and receive $200,000 plus benefits for one year.
Stock Option Plan
The Company's 1992 Stock Option Plan (the "Plan") was approved by the
Company's Board of Directors and stockholders in September 1992, and was amended
effective July 13, 1995, to increase the number of shares eligible for grant
under the Plan from 450,000 to 850,000. Options granted under the Plan may
include those qualified as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended, as well as non-qualified options.
Employees as well as other individuals, such as outside directors, who provide
necessary services to the Company, are eligible to participate in the Plan.
Non-employees and part-time employees may receive only non-qualified stock
options.
The Plan is administered by a Stock Option Plan Committee of the Board of
Directors (the "Committee") consisting of not less than three (3) members of the
Board of Directors. The Committee presently consists of the entire Board of
Directors. The Committee has wide latitude in determining the recipients of
options and numerous other terms and conditions of the options.
The exercise price for shares purchased upon the exercise of non-qualified
options granted under the Plan is determined by the Committee. The exercise
price of an incentive stock option must be at least equal to the fair market
value of the Common Stock on the date such option is granted (110% of the fair
market value for stockholders who, at the time the option is granted, own more
than 10% of the total combined classes of stock of the Company or any
subsidiary). No employee may be granted incentive stock options in any year for
shares having a fair market value, determined as of the date of grant, in excess
of $100,000.
No option may have a term of more than ten years (five years for 10% or
greater stockholders). Options generally may be exercised only if the option
holder remains continuously associated with the Company or a subsidiary from the
date of grant to the date of exercise. However, options may be exercised upon
termination of employment or upon the death or disability of any employee within
certain specified periods.
As of March 31, 1996, options to purchase 440,940 shares had been granted.
Options to purchase an aggregate of 186,140 shares of the Company's Common Stock
were granted to various employees on December 1, 1992, at an exercise price of
$3.00 per share, the fair
9
<PAGE>
market value on that date. These options expire five years from the date of
grant and are vested one-half upon grant, one-quarter one year from the date of
grant, and the remaining one-quarter two years from the date of grant. All of
these options remained outstanding at March 31, 1996.
An additional 47,300 options were granted on June 7, 1994, at an exercise
price of $2.50 per share, the fair market value of the Company's Common Stock on
that day, and vest similarly to the options described above. Of these, 2,625
have been exercised and 6,525 have been canceled and are eligible for
reissuance. Therefore, 38,150 remained outstanding at March 31, 1996.
An additional 207,500 options were granted on March 20, 1995, at an
exercise price of $9.00 per share, the fair market value of the Company's Common
Stock on that day. These options expire in five years, with one-half of the
options vesting on March 20, 1996, and the remaining one-half on March 20, 1997.
Due to resignations and terminations, 49,000 have expired or been canceled and
are eligible for reissuance. Therefore, 158,500 options remained outstanding at
March 31, 1996.
In addition, The Prins Family, L.P., a principal shareholder of the
Company, has granted certain employees options to purchase up to 104,100 shares
of the Company's common stock owned by it. The options have exercise prices,
which represented the fair value at the date of grant, vesting dates and
termination dates as were determined by Mr. Fred L. Prins.
Clifford H. Straub, Jr. and Lee M. Feldman were each granted options on
February 23, 1996 and March 1, 1996, respectively, to purchase 25,000 shares of
Common Stock, and were each granted an option to purchase an additional 10,000
shares of Common Stock in the event of a change of control. These options are at
a price to be determined in accordance with the performance of the Common Stock
over a 45 day period of time.
AGGREGATED FISCAL YEAR--END OPTION VALUES
Value of
Number of Unexercised In-the-
Unexercised Money Options at
Name Options at 12/31/95 12/31/95
- - - ---- ------------------- -------------------
Fred L. Prins 0 $0
Noel J. Prins 36,000 $162,000
Richard J. Prins 36,000 $162,000
Peter Levine 36,000 $162,000
Marc H. Shaener 37,220 $109,990
10
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September, 1995, Mr. Fred L. Prins, Prins Family, L.P. and an investment
fund, most of whose members consist of management of the Company, loaned the
Company $1,475,000 to fund certain acquisitions. Such loans were made pursuant
to unsecured notes bearing interest at 10%. The loans from Mr. Fred L. Prins and
Prins Family, L.P. were repaid on September 8, 1995, and the remaining $615,000
loan from the investment fund was repaid in February, 1996.
During 1991, the Company loaned Mr. Fred L. Prins $155,500, due December
31, 1996. The loan was interest free until January 1, 1993, at which time it
commenced bearing interest at eight (8.00%) percent per annum. In 1995, the
Company advanced $330,000 to Mr. Fred L. Prins interest free to enable him to
purchase a home, which advance was repaid in the third quarter of 1995.
In 1995, the Company advanced John C. Armas, then the Company's Chief
Financial Officer, $220,000 interest free to enable him to purchase a home,
which advance was repaid in the third quarter of 1995.
During 1994 and 1995 the Company purchased approximately $373,000 and
$1,324,400, respectively of wastepaper from Queens Group, Inc., of which Mr.
Verebay, a director of the Company, is President and principal stockholder.
James C. Gale, a director of the Company, is a Managing Director of
Gruntal. From time to time, Gruntal has performed investment banking services
for the Company for which it has received customary fees. It is expected that
Gruntal will continue to perform such investment banking services for the
Company in the future.
2. ADOPTION OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Background
The Company presently is authorized to issue 20,000,000 shares of Common
Stock, $.001 par value, [15,363,701] of which were issued and outstanding as of
the Record Date. In addition, shares have been reserved for issuance for (i) the
exercise of certain employee options and warrants issued and related dilution
protections in connection with a private placement in January 1996 and (ii) the
conversion of [$1,000,000] outstanding principal amount of 8% Convertible
Debentures (the "Debentures") which were issued in February, 1996, which would
be convertible into a maximum of [512,820] shares of Common Stock, assuming a
current market price of $2.50. Therefore, at the Record Date, there were
[2,282,223] shares remaining that are both unreserved and authorized for
11
<PAGE>
issuance and unissued.
The Board of Directors has approved, subject to adoption by the Company's
stockholders, an amendment (the "Amendment") to Article FOURTH of the Company's
Certificate of Incorporation to increase the authorized number of shares of
Common Stock from 20,000,000 shares to 35,000,000 shares.
The Amendment will allow the Company to issue additional shares for
procurement of future financing. The Company expects to have great difficulty in
securing additional equity or debt financing without an increase in its
authorized capital. A failure to secure additional financing could have a
material adverse effect on the Company's financial condition and ability to
remain a going concern.
THE BOARD OF DIRECTORS URGES YOU TO VOTE FOR PROPOSAL NO. 2.
THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK ON THE RECORD DATE IS REQUIRED TO ADOPT PROPOSAL NO. 2.
3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent
auditors to examine and report upon the financial statements of the Company and
its consolidated subsidiaries for the year 1996 and is submitting this matter to
the Stockholders for their ratification. Ernst & Young LLP were the Company's
auditors for fiscal 1995 and 1994. If the Stockholders do not ratify the
selection of Ernst & Young LLP, other independent auditors will be considered.
The Company does not anticipate that any representative of the firm of Ernst &
Young LLP will be present at the Annual Meeting.
The Board of Directors of the Company recommends that Stockholders vote FOR
the ratification of the selection of Ernst & Young as independent auditors to
examine and report upon the financial statements of the Company and its
consolidated subsidiaries for the year 1996. Shares represented by proxies will
be voted for approval unless instructions to the contrary are given in the
proxy. The affirmative vote of a majority of the shares of Common Stock voting
on this proposal is required for its approval.
4. OTHER PROPOSED ACTION
The Board of Directors is not aware that any matters other than those set
forth herein will come before the Annual Meeting. Should any matters requiring
the vote of the Stockholders arise, it is intended that shares represented by
proxies will be voted in respect thereof in accordance with the discretion of
the person or
12
<PAGE>
persons holding the proxy.
GENERAL INFORMATION
Annual Report
The Annual Report on Form 10-KSB of the Company containing financial
statements for the year 1995 is being mailed to each Stockholder with this Proxy
Statement.
Stockholders' Proposals and Nominations
Stockholders may present proposals which are proper subjects for
consideration at the 1997 Annual Meeting of Stockholders to the Company for
inclusion in its proxy materials relating to that meeting. These proposals
should be submitted in writing in the manner specified by SEC rules to Prins
Recycling Corp., 400 Kelby Street, Fort Lee, NJ 07024, Attention: Secretary.
They must be received by February 15, 1997 in order to be included in the proxy
materials for the 1997 Annual Meeting.
Richard Prins
Secretary
June 18, 1996
Fort Lee, NJ
13
<PAGE>
PRINS RECYCLING CORP.
Proxy-Annual Meeting of Stockholders - July 31, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, a stockholder of Prins Recycling Corp., (the "Company")
hereby revoking any proxy heretofore given, does hereby appoint Messrs. Fred L.
Prins and James Gale, and each of them, proxies with full power of substitution,
for and in the name of the undersigned to attend the Annual Meeting of
Stockholders of the Company to be held at the Marriott at Glen Pointe, Teaneck,
New Jersey on July 31, 1996 and any adjournment thereof and there to vote upon
all matters specified in the notice of said meeting, as set forth on the reverse
hereof, and upon such other business as may properly and lawfully come before
the meeting, all shares of stock of said Company which the undersigned would be
entitled to vote if personally present at said meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ALL
PROPOSALS.
(Continued and to be SIGNED on the other side)
No. 1. ELECTION OF DIRECTORS
WITHHOLD
FOR ALL FOR ALL
NOMINEES NOMINEES
Nominees are Fred L. Prins, James Gale, Taylor Pyne, Clarke Ambrose and
Leonard Verebay.
(INSTRUCTION: To withhold authority to vote for any individual, strike that
nominee's name above.)
No. 2 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
FOR AGAINST ABSTAIN
No. 3 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
All as described in the Proxy Dated , 1996
Statement dated June 18, 1996
receipt of which is hereby
acknowledged.
14
<PAGE>
Signature
Signature if held jointly
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. If signing as attorney,
executor, administrator, trustee or guardian, indicate such capacity. All joint
tenants must sign. If a partnership, please sign in partnership name by
authorized person.
The Board of Directors requests that you fill in, date and sign the Proxy and
return it in the enclosed postpaid envelope.
15
