SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Appliance Recycling Centers of America, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
7400 Excelsior Boulevard
Minneapolis, Minnesota 55426
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
------------------------
TO THE SHAREHOLDERS OF
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Appliance Recycling Centers of America, Inc., a Minnesota corporation, will be
held on Thursday, April 24, 1997, at 3:00 p.m. at the Radisson Plaza Hotel
Minneapolis, 35 South Seventh Street, Minneapolis, Minnesota, for the following
purposes:
1. To elect four directors of the Company for the coming year.
2. To approve an Amendment to the Articles of Incorporation of
the Company to increase the number of authorized shares of
Common Stock.
3. To ratify and approve the Company's 1997 Stock Option Plan.
4. To ratify the appointment of McGladrey & Pullen, LLP as
independent auditors for fiscal year 1997.
5. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only holders of record of the Company's Common Stock at the close of
business on March 14, 1997, are entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof.
Each of you is invited and urged to attend the Annual Meeting in person
if possible. Whether or not you are able to attend in person, you are requested
to mark, date and sign the enclosed proxy and promptly return it in the envelope
enclosed for your convenience.
By Order of the Board of Directors
Denis E. Grande, Secretary
March 24, 1997
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
7400 Excelsior Boulevard
Minneapolis, Minnesota 55426
--------------------
PROXY STATEMENT
--------------------
SOLICITATION OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Appliance Recycling Centers of America, Inc. (the "Company") for
use at the Annual Meeting of Shareholders on April 24, 1997, and any adjournment
thereof. The approximate date on which this proxy statement and form of proxy
will first be sent or given to shareholders is March 24, 1997.
The expense of the solicitation of proxies for this Annual Meeting,
including the cost of mailing, has been or will be borne by the Company.
Arrangements will be made with brokerage houses and other custodian nominees and
fiduciaries to send proxies and proxy materials to their principals and the
Company will reimburse them for their expense in so doing. In addition to
solicitation by mail, proxies may be solicited by telephone, telegraph or
personally.
VOTING AND REVOCATION OF PROXY
Only holders of record of the Company's Common Stock at the close of
business on March 14, 1997, the record date for the Annual Meeting, are entitled
to notice of and to vote at the meeting. On March 14, 1997, there were
approximately 1,136,730 shares of Common Stock outstanding, after giving effect
to the Company's 1-for-4 reverse stock split effective February 21, 1997 (the
"Reverse Split"). Each share of Common Stock entitles the holder to one vote
upon each matter to be presented at the Annual Meeting. A quorum, consisting of
a majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting, must be present in person or represented by proxy before action
may be taken at the Annual Meeting.
Each proxy returned to the Company will be voted in accordance with the
instructions indicated thereon. If no instructions are indicated, the proxy will
be voted (i) for the election of the nominees for director named in this proxy
statement, (ii) in favor of the Amendment to the Articles of Incorporation
increasing the authorized number of shares of Common Stock, (iii) in favor of
the ratification and approval of the Company's 1997 Stock Option Plan, and (iv)
in favor of ratifying the appointment of McGladrey & Pullen, LLP as independent
auditors for fiscal year 1997. While the Board of Directors knows of no other
matters to be presented at the Annual Meeting, if any other matter properly
comes before the meeting or any adjournment thereof, all proxies returned to the
Company will be voted on any such matter in accordance with the judgment of the
proxy holders.
Any proxy given pursuant to this solicitation may be revoked by the
person giving the proxy at any time before it is voted. Proxies may be revoked
by (i) giving written notice of such revocation to the Secretary of the Company,
(ii) giving another written proxy bearing a later date, or (iii) attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not in and of itself constitute a revocation of a proxy).
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the Inspectors of Election appointed for the meeting and will
determine if a quorum is present. If an executed proxy card is returned and the
shareholder has abstained from voting on any matter, the shares represented by
such proxy will be considered present at the meeting for purposes of determining
a quorum and for purposes of calculating the vote, but will not be considered to
have been voted in favor of such matter. If an executed proxy is returned by a
broker holding shares in street name which indicates that the broker does not
have discretionary authority as to certain shares to vote on one or more
matters, such shares will be considered present at the meeting for purposes of
determining a quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to such matter.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company at present consists of four
directors. The bylaws of the Company provide that the number of directors shall
be determined by the Board of Directors. Shareholders will be asked at the
Annual Meeting to elect four directors to serve until the next Annual Meeting of
Shareholders and until their respective successors are elected. Unless authority
is withheld, all proxies received in response to this solicitation will be voted
for the election of the nominees named below. Each of the nominees named below
is now a director of the Company, all have been elected by the shareholders and
each has served continuously as a director of the Company since the year
indicated. All nominees have indicated a willingness to serve if elected. If any
nominee becomes unable to serve prior to the Annual Meeting, the proxies
received in response to this solicitation will be voted for a replacement
nominee selected in accordance with the best judgment of the proxy holders named
therein. Directors are elected by a plurality of the votes cast for the election
of directors at the Annual Meeting.
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
------------------ ------------------------- --- -----
<S> <C> <C> <C>
Edward R. Cameron Chairman of the Board, Director, 56 1976
President and Chief Executive Officer
George B. Bonniwell Director 57 1993
Duane S. Carlson Director 61 1990
Harry W. Spell Director 73 1991
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES NAMED ABOVE.
INFORMATION CONCERNING DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS
DIRECTORS AND NOMINEES
The following discussion sets forth certain information for at least
the last five years with respect to the directors and nominees of the Company.
The Company knows of no arrangements or understandings between a director or
nominee and any other person pursuant to which he has been selected as a
director or nominee. There is no family relationship between any of the
nominees, directors or executive officers of the Company.
EDWARD R. CAMERON is the founder and has been the President of the
Company since its inception in 1976. He has been a director and Chairman of the
Board of the Company since 1989 and prior to 1989 was a director of a
predecessor of the Company. Prior to founding the Company, Mr. Cameron served as
a district product manager and an account manager for Burroughs Corporation (a
predecessor of Unisys Corporation) and served in executive positions for several
small businesses. Mr. Cameron has a bachelor of science degree in business
administration from Montana State University.
GEORGE B. BONNIWELL has been a director of the Company since 1993. From
1969 to 1993 when he retired, Mr. Bonniwell was employed by Craig-Hallum, Inc.,
a regional investment banking and brokerage firm, most recently as senior vice
president/director of corporate finance. He was president and chief executive
officer of Craig-Hallum, Inc. from 1976 to 1985.
DUANE S. CARLSON has been a director of the Company since 1990. Mr.
Carlson was a self-employed business consultant from 1988 to 1991. From 1991 to
1996, Mr. Carlson was vice president and chief financial officer of NetStar,
Inc., a company engaged in the development, manufacturing and marketing of
high-speed computer communications equipment, and currently serves as executive
vice president. He was a founder of NetStar, Inc. and is a member of its board
of directors. NetStar, Inc. became a wholly-owned subsidiary of Ascend
Communications, Inc. on August 15, 1996 and is now operated as the High
Performance Networking Division of Ascend. He was a founder of Lee Data
Corporation and from 1979 to 1988 was employed by Lee Data Corporation in
various capacities, most recently as chief financial officer and executive vice
president, and was also a member of the board of directors.
HARRY W. SPELL has been a director of the Company since 1991. Mr. Spell
has been retired since 1988. From 1949 to 1988, he was employed in various
capacities by Northern States Power Company, most recently as senior vice
president-finance and chief financial officer. Mr. Spell serves as chairman of
the board of directors and a member of the compensation committee for both Eagle
Pacific Industries, Inc. and Peerless Industrial Group, Inc. and is a director
of Discus Acquisition, Inc.
ACTIONS AND COMMITTEES OF THE BOARD OF DIRECTORS
The property, affairs and business of the Company are managed by or
under the direction of the Board of Directors. In 1996, the Board of Directors
met six times. The Board of Directors has two standing committees, the
Compensation and Benefits Committee and the Audit Committee. During 1996, each
of these committees met once. All of the directors attended at least 75% of the
total number of meetings of the Board of Directors and of the committees on
which the director served.
AUDIT COMMITTEE. The Audit Committee of the Board of Directors is
responsible for relations with the Company's independent auditors, for review of
internal auditing functions and controls and for review of financial reporting
policies to assure full disclosure of financial conditions. The Company's three
nonemployee directors, George B. Bonniwell, Duane S. Carlson and Harry W.
Spell, serve on the Audit Committee.
COMPENSATION AND BENEFITS COMMITTEE. The Compensation and Benefits
Committee of the Board of Directors is responsible for review and approval of
officer salaries and other compensation and benefit programs and determination
of officer bonuses. The Compensation and Benefits Committee also administers and
makes grants under the Company's 1989 Stock Option Plan and the Company's 1997
Stock Option Plan. The Company's three nonemployee directors, George B.
Bonniwell, Duane S. Carlson and Harry W. Spell, serve on the Compensation and
Benefits Committee.
The Board of Directors does not have a nominating committee.
COMPENSATION OF DIRECTORS
The Company has four directors at present, one of whom (Mr. Cameron) is
an executive officer of the Company and does not receive any additional
compensation for serving as a director of the Company. Nonemployee directors of
the Company receive an annual fee of $5,000 for their service as directors.
Pursuant to the November 1992 amendments to the Company's 1989 Stock
Option Plan, all nonemployee directors then holding office were automatically
granted nonqualified stock options to purchase 15,000 shares (3,750 shares after
giving effect to the Reverse Split) at an exercise price equal to the fair
market value of the Common Stock at the date of grant, subject to adjustment to
appropriately reflect the Reverse Split. Each nonemployee director subsequently
elected to the Board of Directors is automatically granted a similar option on
the date of his or her election. The 1989 Stock Option Plan provides that every
third year after the initial grant, each nonemployee director will automatically
be granted an additional option to purchase 3,750 shares (after giving effect to
the Reverse Split) upon reelection to the Board of Directors by the
shareholders. Each outstanding option on the date of the Reverse Split was
adjusted accordingly. Each such option vests in monthly installments over a
36-month period and is exercisable for a period of five years from the date of
grant.
If the 1997 Stock Option Plan is approved by the shareholders, no
additional grants under the 1989 Stock Option Plan will be made to nonemployee
directors. See the description of the 1997 Stock Option Plan under PROPOSAL
THREE.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following discussion sets forth certain information for at least
the last five years with respect to current executive officers of the Company
who are not directors.
OFFICER
NAME POSITION WITH THE COMPANY AGE SINCE
---------------------- ------------------------- --- -----
Glynnis A. Jones Vice President of 43 1989
Corporate Planning
Kent S. McCoy Vice President of Finance 39 1991
and Treasurer
Alexander N. Morrison Vice President of Technical 45 1992
Services
GLYNNIS A. JONES has been Vice President of Corporate Planning for the
Company since 1989. From 1988 to the time she joined the Company, Ms. Jones was
a partner in The Point Environmental Consulting, Inc. From 1985 to 1988, Ms.
Jones was employed by the Metropolitan Council of the Twin Cities Area as grant
program administrator for the landfill abatement program.
KENT S. MCCOY has been Vice President of Finance for the Company since
1995, Vice President since 1991 and Treasurer since November 1992. Prior to
joining the Company, Mr. McCoy was employed by Apertus Technologies, Inc.
(formerly known as Lee Data Corporation), a manufacturer of computer equipment,
from 1982 to 1991 at various positions of increasing responsibility including
accounting manager, division controller, director of internal audit and director
of financial analysis. Mr. McCoy became director of purchasing for Apertus
Technologies, Inc., in January 1990. Mr. McCoy is a certified public accountant.
ALEXANDER N. MORRISON has been Vice President of Technical Services for
the Company since January 1992. From 1989 to 1991, Mr. Morrison was vice
president of engineering for Softrol Systems, Inc., a manufacturer of
computerized controls for commercial laundry equipment. From 1979 to 1989, Mr.
Morrison was employed by Georgia Tech Research Institute as a research engineer.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee of the Board of Directors (the
"Committee") is composed entirely of nonemployee directors. The Committee is
responsible for review and approval of officer salaries and other compensation
and benefit programs and determination of officer bonuses. The Committee also
administers and makes grants under the Company's 1989 Stock Option Plan and the
Company's 1997 Stock Option Plan.
Annual compensation for the Company's executive officers, other than
the President, is recommended by the President and approved by the Committee.
The individual salary recommendations may vary based on the President's
perception of the value of that position at the Company, the executive's
individual performance and the President's views as to comparative compensation
for like positions at other companies. The annual compensation for the President
is recommended by the Compensation and Benefits Committee and approved by the
Board of Directors.
The Company believes that compensation of the Company's key executives
should be sufficient to attract and retain highly-qualified personnel, and
should also provide meaningful incentives for superior performance. The Company
seeks to reward achievement of long-term and short-term performance goals
including the development of new customers, increasing sales volume, meeting or
exceeding financial targets and other factors.
Compensation of the Company's executives generally consists of a base
salary, a cash bonus and long-term incentive compensation in the form of stock
options. The Company does not utilize a formulaic approach to executive base
compensation. In principle, the Company's executive compensation approach is to
place each officer's salary compensation, excluding bonus, in the mid range of
executive compensation levels for companies of a similar size. The Company
currently provides no retirement benefits to its executive officers except for
the 401(k) Plan.
The amount of any bonus awarded under the Company's bonus plan for all
officers is based on the successful and timely achievement of Company goals,
including financial performance and positioning for future results.
The salary of one executive officer was increased for 1996 by 5.5%. One
officer received a bonus of $5,000 for 1996. Mr. Cameron received no salary
increases or bonuses in 1996.
Stock options are awarded to provide incentives to the officers to
promote improved long-term performance of the Company. Option grants for all
officers other than the President are recommended by the President. Options were
granted in 1996 to executive officers (after giving effect to the Reverse Split)
to purchase 5,000 shares of Common Stock at an exercise price of $10.50 per
share.
The compensation for Edward R. Cameron, the Company's President and
Chief Executive Officer, is determined by using a process and philosophy similar
to that used for all other officers. The Committee considers its members' views
as to comparative compensation for like positions at other companies together
with its own assessment of Mr. Cameron's performance and contributions to the
Company, recommending a salary, bonus and stock options for the Board of
Directors' approval. There is no specific formulaic tie between the Company's
goals and performance and the Committee's recommendation; instead, the
Committee's judgment and discretion is used in its recommendations to the Board
of Directors.
The Committee has reviewed the provisions of Internal Revenue Code
Section 162(m) relating to the deductibility of annual executive compensation in
excess of $1,000,000. The Committee currently does not have a policy with
respect to Section 162(m) because it is unlikely that such limit will apply to
compensation paid by the Company to any of the Company's executive officers in
the near future.
March 7, 1997
The Compensation and Benefits Committee
George B. Bonniwell
Duane S. Carlson
Harry W. Spell
PERFORMANCE GRAPH
The following graph compares cumulative total shareholder returns on
the Company's Common Stock over the last five fiscal years with the Nasdaq Stock
Market (U.S. Companies) Index and the Dow Jones Index for Industrial &
Commercial Services - Pollution Control and Waste Management Companies, assuming
an initial investment of $100 at the beginning of the period and the
reinvestment of all dividends. The following graph does not give effect to the
Company's Reverse Split, effective February 21, 1997.
<TABLE>
<CAPTION>
ARCA INC.
PROXY MARCH 1997
PERFORMANCE GRAPH
Fiscal Year Ending
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Appliance Recycling Centers of America, Inc. 100.00 173.53 161.76 47.41 54.41 7.35
NASDAQ Stock Market (U.S. Companies) 100.00 116.38 133.60 130.59 184.67 227.16
Industrial & Commercial Services -- 100.00 95.35 70.56 72.80 81.76 87.51
Pollution Control and Waste Management Companies
</TABLE>
The Company's Common Stock is currently traded on the Nasdaq SmallCap
Market under the symbol ARCID. The Common Stock was traded on the Nasdaq
National Market System from January 8, 1993 to February 25, 1997. Prior to that
time, the Common Stock was traded on the Nasdaq SmallCap Market from November
7, 1991 until January 7, 1993, and prior to November 7, 1991, on the local
over-the-counter market.
Effective at the close of business on February 21, 1997, the Company
adopted a 1-for-4 reverse stock split. The last sales price on March 17, 1997
was $2.50.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for
each of the last three fiscal years earned by the Chief Executive Officer. No
other executive officer of the Company received salary and bonus in 1996 in
excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS (1)
------------------------------- --------------
SECURITIES ALL OTHER
UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)(2) ($)(3)
-------------------------------------- ---- ---------- ---------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Edward R. Cameron 1996 $150,032 --- --- $650
Chairman of the Board, President 1995 150,032 --- --- 289
and Chief Executive Officer 1994 164,459 --- --- 305
</TABLE>
(1) The Company has no Long-Term Incentive Plan as defined by Item
402(a)(7)(iii) of SEC Regulation S-K.
(2) No stock options were granted in 1996, 1995 or 1994 to the executive
officer listed.
(3) All Other Compensation reported represents Company contributions to the
401(k) Plan of the Company.
STOCK OPTIONS
The following table provides certain information with respect to stock
options exercised under the Company's Stock Option Plan in fiscal 1996 by the
named executive officers and the value of such officers' unexercised options at
December 31, 1996. All numbers on the chart below have been adjusted for the
Company's Reverse Split effective February 21, 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares At FY-End(#) At FY-End($)(1)
Acquired Value ---------------------------- ----------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. Cameron --- --- --- --- --- ---
</TABLE>
- -----------------
(1) Market value of the Company's Common Stock at fiscal year-end minus the
exercise price.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 14, 1997 (unless a different
date is specified) the number of shares of Common Stock beneficially owned by
each person who is the beneficial owner of more than five percent of the
outstanding shares of the Company's Common Stock, by each current executive
officer of the Company named in the Summary Compensation Table herein, by each
director and by all current executive officers and directors as a group. All
numbers below reflect the Company's Reverse Split effective on February 21,
1997.
<TABLE>
<CAPTION>
POSITION NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER WITH COMPANY BENEFICIALLY OWNED(1) OUTSTANDING(2)
- ---------------- ------------ --------------------- --------------
<S> <C> <C> <C>
Edward R. Cameron Chairman of the Board, 302,689 26.6%
7400 Excelsior Boulevard President and Chief
Minneapolis, MN 55426 Executive Officer
George B. Bonniwell Director 7,775 (3)(4) *
Duane S. Carlson Director 9,167 (4) *
Harry W. Spell Director 8,542 (4) *
All executive officers 357,907 (3)(4) 30.7%
and directors as a
group (7 persons)
Perkins Capital Mgmt., Inc. 91,863 (5) 8.1%
The Perkins Opportunity Fund 87,500 (5) 7.7%
730 East Lake Street
Wayzata, MN 55391
First Bank System, Inc. 68,950 (6) 6.1%
601 2nd Ave. South
Minneapolis, MN 55402
</TABLE>
- -----------------------
* Represents less than 1%
(1) Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to such shares.
(2) Applicable percentage of ownership is based on approximately 1,136,730
shares of Common Stock outstanding as of March 14, 1997, together with
applicable options for such shareholder.
(3) Includes 8 shares beneficially owned by a child of Mr. Bonniwell.
(4) Includes shares which could be purchased within 60 days upon the exercise
of existing stock options, as follows: Mr. Bonniwell, 4,792 shares; Mr.
Carlson, 4,792 shares; Mr. Spell, 4,792 shares; and all directors and
current executive officers as a group, 27,501 shares.
(5) According to a Schedule 13G dated February 4, 1997, Perkins Capital
Management, Inc. ("Perkins Capital") beneficially owned 91,863 shares of
Common Stock as a result of serving as investment advisor to various
clients, and The Perkins Opportunity Fund ("Perkins Opportunity")
beneficially owned 87,500 (of which Perkins Capital disclaims beneficial
interest). Perkins Capital has sole dispositive power as to all 179,363
shares and sole voting power as to 94,875 shares.
(6) According to a Schedule 13G dated February 13, 1997, First Bank System,
Inc. beneficially owned 68,950 shares of Common Stock as a result of being
a parent holding company in connection with its subsidiaries, First Trust
National Association and First Bank National Association, and has sole
voting and dispositive powers as to such shares.
COMPLIANCE WITH SECTION 16(a)
The Company's directors, its executive officers and any persons holding
more than 10% of outstanding Common Stock are required to file reports
concerning their initial ownership of Common Stock and any subsequent changes in
that ownership. The Company believes that the filing requirements for the last
fiscal year were satisfied. In making this disclosure, the Company has relied
solely on written representations of its directors, executive officers and
beneficial owners of more than 10% of Common Stock and copies of the reports
that they have filed with the Securities and Exchange Commission.
PROPOSAL TWO
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION
In February 1997, the Board of Directors of the Company in connection
with the Reverse Split adopted an amendment to the Company's Articles of
Incorporation decreasing the authorized shares of Common Stock from 20,000,000
to 5,000,000, of which approximately 1,136,730 are currently outstanding.
The Board of Directors has adopted, subject to approval by the
stockholders of the Company, an amendment to the Articles (the "Amendment") to
increase the aggregate number of authorized shares from 5,000,000 to 10,000,000
shares of Common Stock. No other provisions of the Articles are affected by the
Amendment.
The Board of Directors believes that the increase in the number of
authorized shares is in the best interests of the Company.
VOTE REQUIRED
The affirmative vote of not less than a majority of the Common Stock
represented either in person or by proxy and entitled to vote at the Annual
Meeting will be required to approve the Amendment to the Articles.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE ARTICLES.
PROPOSAL THREE
RATIFICATION AND APPROVAL OF THE 1997 STOCK OPTION PLAN
BACKGROUND
In November 1992, the Board of Directors and shareholders of the
Company adopted a Restatement of the 1989 Stock Option Plan (the "1989 Plan") to
provide for the granting of stock options and other incentive awards to key
employees and directors of the Company. The Company originally reserved 600,000
shares of its Common Stock for issuance under the 1989 Plan.
Pursuant to the Company's Reverse Split, such number of authorized
shares was decreased to 150,000, of which fewer than 3,000 remain available for
grant under the 1989 Plan.
As of December 31, 1996 (after giving effect to the Reverse Split),
stock options for the purchase of 147,169 shares of Common Stock have been
granted, 66,981 have been exercised, and 80,188 are outstanding to 15 employees
and to the executive officers and directors of the Company, as set forth on the
table entitled "Beneficial Ownership of Common Stock" herein. The exercise price
of each such option was set at the market value of the Common Stock at the time
of issuance and has been adjusted to reflect the Reverse Split.
As of March 7, 1997, the Board of Directors adopted, subject to
approval by the shareholders of the Company, the Appliance Recycling Centers of
America, Inc. 1997 Stock Option Plan (the "1997 Plan"), a copy of which is
attached hereto as Exhibit A, and has reserved for issuance pursuant to the
terms of the 1997 Plan 100,000 shares of Common Stock.
The 1997 Plan provides for the grant of incentive stock options and
nonqualified stock options to Eligible Persons (which include any full-time
employees of the Company or any Subsidiary, as well as all directors of the
Company).
The 1997 Plan, and any grants thereunder made after March 7, 1997 and
prior to approval by the shareholders, are contingent upon such approval and
will be null and void if not so approved.
The 1997 Plan is administered by the Company's Board of Directors or
the Compensation and Benefits Committee of the Board of Directors (the
"Committee"). Each nonemployee director will receive an annual automatic,
nondiscretionary award, beginning in 1999, of options to purchase 2,000 shares
of Common Stock pursuant to the 1997 Plan. Each option becomes exercisable six
months after the date of grant, provides for the forfeiture of any
nonexercisable portion if an optionee ceases to be a director for certain
reasons, provides that the exercisable portion may be exercised for a period of
10 years from the date of grant, and expires on the tenth anniversary of the
date of grant. The exercise price of an option shall be equal to the fair market
value of the Common Stock on the date the option is granted.
Employees of the Company are eligible to receive awards of options to
purchase Common Stock pursuant to the 1997 Plan. The Board of Directors or the
Committee has the discretion to select eligible employees to whom awards will be
granted and establish the type, price, amount, size and terms of awards, subject
in all cases to the provisions of the 1997 Plan and the applicable provisions of
the Internal Revenue Code.
The exercise price of an incentive stock option cannot be less than
100% of the fair market value of the Common Stock on the date the option is
granted, except that if the optionee owns 10% or more of the voting rights of
all of the Company's stock ("10% Holder"), the exercise price of an incentive
stock option cannot be less than 110% of the fair market value of the Common
Stock on the date the option is granted.
Options granted to employees cannot be exercised prior to a set period
after their date of grant, which cannot be less than one year during which time
the optionee must remain employed by the Company. Each option specifies the
expiration date, which may not exceed 10 years from the date the option is
granted; provided, however, that if the optionee is a 10% Holder, the exercise
period with respect to incentive stock options may not exceed five years.
Unless otherwise specifically provided in an optionee's agreement,
options cannot be exercised prior to the first anniversary of the date of grant
and provide for the forfeiture of any nonexercisable portion if an optionee
ceases to be an employee of the Company for any reason and that the exercisable
portion may be exercised for a period of three months after termination (or one
year in the case of death, disability or normal retirement).
The Board of Directors believes that in order to continue to provide
appropriate incentives to directors and key employees, it is in the best
interests of the Company to ratify and approve the 1997 Plan.
Upon approval of the 1997 Plan, the Company intends to register the
shares of Common Stock subject to the 1997 Plan on Form S-8 with the Securities
and Exchange Commission.
VOTE REQUIRED
The affirmative vote of not less than a majority of the Common Stock
represented either in person or by proxy and entitled to vote at the Annual
Meeting will be required to ratify and approve the 1997 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
AND APPROVAL OF THE 1997 PLAN.
PROPOSAL FOUR
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of McGladrey & Pullen, LLP
as independent auditors to audit the books, records and accounts of the Company
for the fiscal year ending December 27, 1997. If the shareholders do not ratify
the appointment of McGladrey & Pullen, LLP or for other appropriate reasons, the
appointment will be reconsidered by the Board of Directors. A representative of
McGladrey & Pullen, LLP will be present at the Annual Meeting, will have an
opportunity to make a statement if he desires to do so and will be available to
respond to appropriate questions by shareholders.
All proxies received in response to this solicitation will be voted in
favor of the ratification of the appointment of the independent auditors, unless
other instructions are indicated thereon. Ratification of the appointment of the
independent auditors requires the affirmative vote of a majority of the shares
represented in person or by proxy at the Annual Meeting and voting on the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF MCGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS.
PROPOSALS OF SHAREHOLDERS
Any shareholder wishing to have a proposal considered for inclusion in
the Company's proxy solicitation materials for the 1998 Annual Meeting of
Shareholders must set forth such proposal in writing and file it with the
Secretary of the Company no later than December 31, 1997.
OTHER BUSINESS
At the date of this proxy statement, management knows of no other
business that may properly come before the Annual Meeting. However, if any other
matters properly come before the meeting, the persons named in the enclosed form
of proxy will vote proxies received in response to this solicitation in
accordance with their best judgment on such matters.
FINANCIAL INFORMATION;
ANNUAL REPORT ON FORM 10-K
The Company's 1996 Annual Report to Shareholders, including but not
limited to the consolidated balance sheets as of December 28, 1996 and December
30, 1995 and the related consolidated statements of operations, shareholders'
equity and cash flows for the three years ended December 28, 1996, accompanies
these materials. A copy of the 1996 Annual Report to Shareholders may be
obtained without charge upon request. In addition, the Company will provide
without charge to any shareholder solicited hereby, upon written request of such
shareholder, a copy of its 1996 Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Requests should be directed to the Vice
President of Finance and Treasurer, Appliance Recycling Centers of America,
Inc., 7400 Excelsior Boulevard, Minneapolis, MN 55426.
By Order of the Board of Directors
Denis E. Grande, Secretary
March 24, 1997
Exhibit A
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
1997 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to provide a means whereby
APPLIANCE RECYCLING CENTERS OF AMERICA, INC. (the "Company"), a Minnesota
corporation, may, through the grant of incentive stock options and nonqualified
stock options to Eligible Persons, as defined below, attract and retain persons
of ability as employees, officers and directors and motivate such persons to
exert their best efforts on behalf of the Company and any Subsidiary. As used
herein the term "Subsidiary" shall mean any corporation which at the time an
option is granted under this Plan qualifies as a subsidiary of the Company under
the definition of "subsidiary corporation" contained in Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code"), or any
similar provision hereafter enacted, except that such term shall not include any
corporation which is classified as a foreign corporation pursuant to Section
7701 of the Code. The term "incentive stock options" means options to purchase
shares of Common Stock, without par value, of the Company ("Stock") which at the
time such options are granted under this Plan qualify as incentive stock options
within the meaning of Section 422 of the Code. The term "nonqualified stock
options" means options to purchase Stock which at the time such options are
granted under this Plan do not qualify as incentive stock options. With respect
to incentive stock options, the term "Eligible Persons" includes "Employees,"
i.e., any full-time employees (including officers and directors who are also
employees) of the Company or of any Subsidiary. With respect to nonqualified
stock options, "Eligible Persons" also includes "Independent" Directors of the
Company (i.e., directors who are not full-time employees of the Company or of
any Subsidiary) as provided in Sections 6 and 7. The term "Board" means the
Board of Directors of the Company. The term "Optionee" means an individual
granted an option pursuant to the terms of the Plan. The term "Plan" means the
1997 Stock Option Plan as set forth herein, which may be amended from time to
time.
2. SHARES SUBJECT TO THE PLAN. Options may be granted by the Company
from time to time to Eligible Persons to purchase an aggregate of 100,000 shares
of Stock, and such amount of shares shall be reserved for options granted under
the Plan (subject to adjustment as provided in Section 8(c)). The shares issued
upon exercise of options granted under the Plan may be authorized and unissued
shares or shares held by the Company in its treasury. If any option granted
under the Plan shall terminate, expire or, with the consent of the Optionee, be
canceled as to any shares, new options may hereafter be granted covering such
shares.
3. ADMINISTRATION OF THE PLAN. The Plan may be administered by the
Company's Board of Directors or a Compensation and Benefits Committee (the
"Committee") consisting of two or more persons appointed by the Board and
serving at the Board's pleasure. Members of the Committee shall be "Non-Employee
Directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 ("Exchange Act") or any successor rule or regulation. Any vacancy occurring
in the membership of the Committee shall be filled by appointment by the Board.
Sections 6 and 7 of the Plan shall be administered by the Board of
Directors, whose construction and interpretation of the terms and provisions of
Sections 6 and 7 shall be final and conclusive. The amount of Stock subject to
options granted to Independent Directors under Sections 6 and 7, the timing of
the grants of such options, the eligibility for such options, and the terms and
conditions of such options shall be automatic and nondiscretionary in accordance
with the terms of Sections 6 and 7. With respect to the remainder of the Plan,
the Board or the Committee may interpret the Plan, prescribe, amend, and rescind
any rules and regulations necessary or appropriate for the administration of the
Plan, or for the continued qualification of any incentive stock options granted
thereunder and make such other determinations and take such other action as it
deems necessary or advisable, except as otherwise expressly reserved to the
Board in the Plan. Any interpretation, determination or other action made or
taken by the Board or the Committee shall be final, binding and conclusive. If
no Committee is appointed, the Board shall administer the Plan.
4. GRANT OF EMPLOYEE OPTIONS. Subject to the provisions of the Plan,
the Board or the Committee shall (a) determine and designate from time to time
those Employees to whom options are to be granted and the number of shares of
Stock to be optioned to each Employee; (b) authorize the granting of incentive
stock options or nonqualified stock options or combination thereof; (c)
determine the number of shares subject to each option; and (d) determine the
time or times when and the manner in which each option shall be exercisable and
the duration of the exercise period; provided, however, that (i) no option shall
be granted after the expiration of ten years from the effective date of the Plan
specified in Section 14, below and (ii) the aggregate fair market value
(determined as of the date the option is granted) of the Stock for which
incentive stock options will first become exercisable by an Employee in any
calendar year under all incentive stock option plans of the Company and its
Subsidiaries shall not exceed $100,000.
5. TERMS AND CONDITIONS OF EMPLOYEE OPTIONS. Each option granted under
Section 4 of the Plan shall be evidenced by an agreement, in a form approved by
the Board or the Committee. Such agreement shall be subject to the following
express terms and conditions and to such other terms and conditions as the Board
or the Committee may deem appropriate:
(a) OPTION PERIOD. Each option agreement shall specify the
period for which the option thereunder is granted and shall provide
that the option shall expire at the end of such period. The Board or
the Committee may extend such period provided that, in the case of an
incentive stock option, such extension shall not in any way disqualify
the option as an incentive stock option. In no case shall such period,
including any such extensions, exceed ten years from the date of grant,
provided, however, that, in the case of an incentive stock option
granted to an individual who, at the time of grant, owns stock
possessing more than 10 percent of the total combined voting power of
all classes of stock of the Company (a "10% Holder"), such period,
including extensions, shall not exceed five years from the date of
grant.
(b) OPTION PRICE. The option price per share shall be
determined by the Board or the Committee at the time any option is
granted, and (i) in the case of an incentive stock option shall not be
less than the fair market value, or (ii) in the case of an incentive
stock option granted to a 10% Holder, shall not be less than 110
percent of the fair market value, of one share of Stock on the date the
option is granted, as determined by the Board or the Committee.
(c) EXERCISE OF OPTION. Each option agreement shall specify
the time or times when the option shall become exercisable and the
duration of the exercise period, and may provide for vesting provisions
and/or exercisability in installments. In the case of an option granted
to a full-time Employee of the Company or of any Subsidiary, no part of
the option may be exercised until the Optionee shall have remained in
the employ of the Company or of a Subsidiary for such period, which
shall be no less than one year, after the date on which the option is
granted as the Committee may specify in the option agreement.
(d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. The purchase
price for each stock option shall be paid to the Company in full upon
exercise and shall be payable in cash in United States dollars
(including check, bank draft or money order); by delivering to the
Company shares of Stock having a fair market value on the date of
exercise of the stock option equal to the purchase price for the shares
being purchased (except that the portion of the purchase price
representing a fraction of a share, if any, shall in any event be paid
in cash); or by delivering instructions to the Company to withhold from
the shares that would otherwise be issued upon exercise of the stock
option that number of shares having a fair market value equal to the
purchase price; or by any combination of the above, as the Committee,
in its sole discretion, shall determine. Delivery of shares may also be
accomplished through the effective transfer to the Company of shares
held by a broker or other agent. The Company will also cooperate with
any person exercising a stock option who participates in a cashless
exercise program of a broker or other agent under which all or part of
the shares received upon exercise of the stock option are sold through
the broker or other agent or under which the broker or other agent
makes a loan to such person. As of the date of exercise the person
exercising the stock option shall be considered for all purposes to be
the owner of the shares with respect to which the stock option has been
exercised. Payment of the purchase price with shares shall not increase
the number of shares of Stock which may be issued under the Plan.
(e) EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF
EMPLOYMENT. In the case of an option granted to a full-time Employee of
the Company or of any Subsidiary:
(1) If the Optionee shall die while an employee of
the Company or a Subsidiary, the Optionee's options may be
exercised, to the extent that the Optionee shall have been
entitled to do so on the date of death, by the person or
persons to whom the Optionee's right under the option pass by
will or applicable law, or if no such person has such right,
by the executors or administrators of the Optionee, at any
time, or from time to time, but not later than the expiration
date specified in paragraph (a) of this Section 5 or one year
after the Optionee's death, whichever date is earlier; and
(2) If the Optionee's employment by the Company or a
Subsidiary shall terminate because of disability, or voluntary
or involuntary separation, the Optionee may exercise the
options, to the extent that he or she shall have been entitled
to do so at the date of the termination of employment, at any
time, or from time to time, but not later than the expiration
date specified in paragraph (a) of this Section 5 or three
months after termination of employment, whichever date is
earlier;
provided, however, the Committee may, in its sole discretion, further
limit the time periods set forth herein during which an option may be
exercised, and any such limitations shall be specified in the option
agreement.
6. GRANT OF INDEPENDENT DIRECTOR OPTIONS. On the date of each annual
meeting of shareholders of the Company, beginning with the annual meeting to be
held in 1999, each Independent Director shall automatically be granted options
to purchase 2,000 shares of Stock upon the reelection of such Independent
Director to the Board by the shareholders of the Company. In addition, each
Independent Director elected to his or her first term on the Board after the
annual meeting of shareholders to be held in 1997 shall, on the date of such
election, automatically be granted an option to purchase 2,000 shares of Stock
and shall be granted an additional option to purchase 2,000 shares of Stock upon
reelection to the Board by the shareholders at the annual meeting of
shareholders to be held in 1998.
7. TERMS AND CONDITIONS OF INDEPENDENT DIRECTOR OPTIONS. Each option
granted under Section 6 of this Plan to an Independent Director shall be
evidenced by an agreement, in a form approved by the Board. Such agreement shall
be subject to the following express terms and conditions:
(a) TERM. Each option granted under Section 6 to an
Independent Director shall have a term of ten years.
(b) EXERCISE PRICE. The exercise price of options granted
under Section 6 shall be 100% of the fair market value of one share of
Stock on the date of grant.
(c) VESTING AND TERMINATION OF OPTIONS. Subject to Section
8(g), options granted under Section 6 shall become exercisable six
months after the date of grant. If an Independent Director ceases to be
a member of the Board by reason of death or total disability and has
served as a director continuously since the date of the grant, the
option will become immediately exercisable in full, and shall remain
exercisable, by the Optionee or the person or persons to whom the
Independent Director's right under the option shall pass by will or
applicable law, or if no such person has such right, by the executors
or administrators of the Independent Director, for the remaining term
of the option. If the Independent Director ceases to be a member of the
Board for any other reason, the option will remain exercisable, to the
extent that it was exercisable on the date such Independent Director
ceased to be a member of the Board, for the remaining term of the
option, but no further vesting of the option shall occur.
(d) MISCELLANEOUS. Except as provided in this Plan, no
Independent Director shall have any claim or right to be granted an
option under this Plan. Neither the Plan nor any action hereunder shall
be construed as giving any director any right to be retained in the
service of the Company.
8. TERMS AND CONDITIONS OF OPTIONS IN GENERAL.
(a) NONTRANSFERABILITY. No option granted under the Plan shall
be transferable other than by will or by the law of descent and
distribution. During the lifetime of the Optionee, an option shall be
exercisable only by the Optionee.
(b) INVESTMENT REPRESENTATION. Each option agreement may
provide that, upon demand by the Committee for such a representation,
the Optionee (or any other person acting under Section 5(e) or Section
7(c)) shall deliver to the Committee at the time of any exercise of an
option or portion thereof a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof. Upon such
demand, delivery of such representation prior to the delivery of any
shares issued upon exercise of an option and prior to the expiration of
the option period shall be a condition precedent to the right of the
Optionee or such other person to purchase any shares.
(c) ADJUSTMENTS IN EVENT OF CHANGE IN STOCK. In the event of
any change in the Stock of the Company by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up,
combination, or exchange of shares, or rights offering to purchase
Stock at a price substantially below fair market value, or of any
similar change affecting the Stock, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and
kind of shares subject to option in outstanding option agreements and
the purchase price per share thereof shall be appropriately adjusted
consistent with such change in such manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, participants in the Plan.
(d) INCENTIVE STOCK OPTIONS. Each option agreement which
provides for the grant of an incentive stock option to a participant
shall contain such terms and provisions as the Committee may determine
to be necessary or desirable in order to qualify such option as an
incentive stock option within the meaning of Section 422 of the Code.
(e) NO RIGHTS AS SHAREHOLDER. No Optionee shall have any
rights as a shareholder with respect to any shares subject to his
option prior to the date of issuance to him of a certificate or
certificates for such shares.
(f) NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any option
granted under the Plan shall not confer upon any Optionee any right
with respect to continuance of employment by the Company or any
Subsidiary, nor shall they interfere in any way with the right of the
Company or any Subsidiary by which an Optionee is employed to terminate
his employment at any time.
(g) COMPLIANCE WITH SECTION 16(b). In the case of Optionees
who are subject to Section 16 of the Exchange Act, the Company intends
that the Plan and any award granted under the Plan satisfy the
applicable requirements of Section 16 and any regulations promulgated
thereunder, including Rule 16b-3. If a provision of the Plan or any
award would otherwise conflict with such intent, that provision, to the
extent possible, shall be interpreted so as to avoid the conflict. To
the extent of any remaining irreconcilable conflict with such intent,
the provision shall be deemed void as applied to Optionees who are
subject to Section 16 of the Exchange Act.
9. WITHHOLDING TAXES. The Company and its Subsidiaries shall have the
right to require the payment (through withholding or otherwise) of any federal,
state or local taxes required by law to be withheld with respect to the issuance
of shares upon the exercise of an option.
10. CONTINGENT AWARDS. Any option granted under the Plan prior to the
date on which the Plan is approved by the Company's shareholders shall be
contingent upon such approval. If shareholder approval is not received within
12 months after the date on which this Plan is adopted by the Board, such award
shall be void and of no force or effect.
11. SHAREHOLDER APPROVAL. The approval of the Plan or any amendment by
the Company's shareholders must comply with all applicable provisions of the
Company's charter, bylaws, and applicable state law prescribing the method and
degree of shareholder approval required for granting awards of the type provided
under the Plan. Absent any such prescribed method and degree of shareholder
approval, the Plan or such amendment must be approved by a simple majority vote
of shareholders voting, either in person or by proxy, at a duly held
shareholders' meeting.
12. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver shares under such options, shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to the completion of
any registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any government body which the Company shall, in
its sole discretion, determine to be necessary or advisable.
13. AMENDMENT AND DISCONTINUANCE. The Plan shall expire on March 6,
2007, unless earlier terminated as provided herein, and no options shall be
granted under the Plan after it expires or is terminated. Options outstanding at
the expiration or termination of the Plan shall continue to be exercisable in
accordance with their respective terms and conditions. The Board of Directors of
the Company may from time to time amend, suspend or discontinue the Plan;
provided, however, that subject to the provisions of Section 8(c), no action of
the Board of Directors or of the Committee may, without shareholder approval,
(i) increase the number of shares reserved for options pursuant to Section 2 or
(ii) permit a change in the classification of Employees eligible to participate
in the Plan; and further provided, that no amendment to the Plan shall be
effective without approval of the shareholders, if shareholder approval is
required pursuant to Rule 16b-3 under the Exchange Act (or any successor rule or
regulations) or the applicable rules of any securities exchange or the NASD.
Without the written consent of an Optionee, no amendment or suspension of the
Plan shall alter or impair any option previously granted to him under the Plan.
14. EFFECTIVE DATE OF THE PLAN. The effective date of this Plan shall
be March 7, 1997, subject to shareholder approval on or before March 7, 1998.
APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
For Annual Meeting of Shareholders
April 24, 1997
The undersigned, revoking all prior proxies, hereby appoints Edward R.
Cameron and Denis E. Grande, or either of them, as Proxy or Proxies, with full
power of substitution and revocation, to vote all shares of stock of Appliance
Recycling Centers of America, Inc. standing of record in the name of the
undersigned at the close of business on March 14, 1997 at the Annual Meeting of
Shareholders to be held on April 24, 1997, or at any adjournment thereof, upon
the following matters:
1. Election of the following nominees as directors: Edward R. Cameron, George
B. Bonniwell, Duane S. Carlson, Harry W. Spell.
(FOR ALL (WITHHELD FOR FOR ALL NOMINEES EXCEPT THE FOLLOWING:
NOMINEES) ALL NOMINEES) (Mark no box and write the name(s) of the
nominee(s) withheld in the space provided
below.)
[ ] [ ]
- --------------------------------------------------------------------------------
2. Approval of Amendment to Articles of Incorporation to increase the
authorized number of shares of Common Stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification and Approval of the Company's 1997 Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Ratification of appointment of McGladrey & Pullen, LLP as independent
auditors for fiscal year 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. In their discretion the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
(Please sign and date on reverse side.)
- --------------------------------------------------------------------------------
Please mark, date, sign and mail this proxy promptly in the enclosed
envelope.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 (All Nominees), 2, 3 and 4.
The Board of Directors recommends a vote FOR Proposals 1, 2, 3 and 4.
The undersigned hereby acknowledges receipt of the Notice of the Annual
Meeting of Shareholders of Appliance Recycling Centers of America, Inc. and the
proxy statement furnished therewith dated March 24, 1997.
Please sign your name exactly as it appears below. In the case of shares
owned in joint tenancy or as tenants in common, all should sign. Fiduciaries
should indicate their title and authority.
Dated: _____________________________, 1997.
___________________________________________
___________________________________________
Signature
