CUMBERLAND TECHNOLOGIES, INC.
4311 WEST WATERS AVENUE, SUITE 401
TAMPA, FLORIDA 33614
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CUMBERLAND TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of
shareholders of CUMBERLAND TECHNOLOGIES, INC. (the "Company")
will be held at the office of Cumberland Technologies, Inc.,4311
West Waters Avenue, Suite 401, Tampa, Florida 33614 on August
24, 1998 at 5:00 p.m., Tampa time, for the following purposes:
1. To elect three directors to serve until the next annual
meeting of shareholders and until their successors are
elected and have qualified.
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The proxy statement dated July 31, 1998 is attached.
Only record holders of the Company's $.001 par value Common
Stock at the close of business on July 24, 1998 will be eligible
to vote at the meeting.
Your attendance at the annual meeting is very much desired.
However, if there is any chance you may not be able to attend the
meeting, please execute, complete, date and return the proxy in
the enclosed envelope. If you attend the meeting, you may revoke
the proxy and vote in person.
By Order of the Board of Directors:
By: /s/ Francis M. Williams
-----------------------------------
FRANCIS M. WILLIAMS,
Chairman of the Board
Date: July 31, 1998
A copy of the Annual Report on Form 10-K of Cumberland
Technologies, Inc. for the fiscal year ended December 31, 1997
containing financial statements is enclosed. <PAGE>
CUMBERLAND TECHNOLOGIES, INC.
4311 WEST WATERS AVENUE, SUITE 401
TAMPA, FLORIDA 33614
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished for the solicitation by the
Board of Directors of proxies for the annual meeting of
shareholders of Cumberland Technologies, Inc. ("Cumberland," or
the "Company") to be held on August 24, 1998, at 5:00 p.m., Tampa
time, at the office of Cumberland Technologies, Inc., 4311 West
Waters Avenue, Suite 401, Tampa, Florida 33614. The sending in
of a signed proxy will not affect the shareholder's right to
attend the meeting and vote in person. A signed proxy may be
revoked by the sending in of a timely but later dated, signed
proxy. Any shareholder giving a proxy may also revoke it at any
time before it is exercised by giving oral or written notice to
Carol S. Black, Secretary of the Company, at the offices of the
Company. Oral notice may be delivered by telephone call to Ms.
Black, at the offices of the Company, at (813) 885-2112.
Holders of record of the Company's $.001 par value Common
Stock at the close of business on July 24, 1998, will be eligible
to vote at the meeting. The Company's stock transfer books will
not be closed. At the close of business on June 30, 1998, the
Company had outstanding a total of 5,449,458 shares of $.001 par
value common stock (excluding a total of 313,612 shares of
treasury stock held by the Company, which are not entitled to
vote). Each such share will be entitled to one vote (non-
cumulative) at the meeting.
Other than the matters set forth herein, management is not
aware of any other matters that may come before the meeting. If
any other business should properly come before the meeting, the
persons named in the enclosed proxy will have discretionary
authority to vote the shares represented by the effective proxies
and intend to vote them in accordance with their best judgment.<PAGE>
This proxy statement and the attached proxy were first
mailed to security holders on behalf of the Company on or about
July 31, 1998. Properly executed proxies, timely returned, will
be voted and, where the person solicited specifies by means of a
ballot a choice with respect to any matter to be acted upon at
the meeting, the shares will be voted as indicated by the
shareholder. If the person solicited does not specify a choice
with respect to election of directors, the shares will be voted
"FOR" management's nominees for election as directors. In
addition to the solicitation of proxies by the use of the mails,
directors and officers of the Company may solicit proxies on
behalf of Management by telephone, telegram and personal
interview. Such persons will receive no additional compensation
for their solicitation activities, and will be reimbursed only
for their actual expenses in connection therewith. The costs of
soliciting proxies will be borne by the Company.
VOTING PROCEDURES AND VOTE REQUIRED
-----------------------------------
The Secretary of Cumberland, in consultation with the judges
of election, who will be employees of the Company's transfer
agent, shall determine the eligibility of persons present at the
Annual Meeting to vote and shall determine whether the name
signed on each proxy card corresponds to the name of a
shareholder of the Company. The Secretary, based on such
consultation, shall also determine whether or not a quorum of the
shares of the Company (consisting of a majority of the votes
entitled to be cast at the Annual Meeting) exists at the Annual
Meeting. Both abstentions from voting and broker non-votes will
be counted for the purpose of determining the presence or absence
of a quorum for the transaction of business. If a quorum exists
and a vote is taken at the Annual Meeting, the Secretary of the
Company, with the assistance of the judges of election, shall
tabulate (i) the votes cast for or against each proposal and (ii)
the abstentions in respect of each proposal.
Directors will be elected by a plurality of the votes cast
by the holders of shares entitled to vote in the election. Since
there are three directorships to be filled, this means that the
three individuals receiving the most votes will be elected.
Abstentions and broker non-votes will therefore not be relevant
to the outcome.
The Company's Directors and Executive Officers beneficially
own 70.6% of the outstanding shares of Cumberland Common Stock
(excluding options) and intend to vote such shares in favor of
the nominees named below.<PAGE>
ELECTION OF DIRECTORS
---------------------
The proxy holders intend to vote "FOR" election of the
nominees named below (who are currently members of the Board) as
directors of the Company, unless otherwise specified in the
proxy. Directors of the Company elected at the Annual Meeting to
be held on August 25, 1998 will hold office until the next Annual
Meeting or until their successors are elected and qualified.
Each of the nominees has consented to serve on the Board of
Directors, if elected. Should any nominee for the office of
director become unable to accept nomination or election, which is
not anticipated, it is the intention of the persons named in the
proxy, unless otherwise specifically instructed in the proxy, to
vote for the election in his stead of such other person as
Management may recommend.
The individuals listed below as nominees for the Board of
Directors were directors of the Company during 1997. The name and
age of each nominee, his principal occupation, and the period
during which such person has served as a director, together with
the number of shares of the Company's Common Stock beneficially
owned, directly or indirectly, by such person and the percentage
of outstanding shares of the Company's Common Stock such
ownership represented at the close of business on June 30, 1998
(according to information received by the Company) is set forth
below:
Shares of
Cumberland
Stock Percent of
Beneficially Outstanding
Service Owned at Shares of
as June 30, Cumberland
Name of Nominee Director Age 1998(1) Stock
-----------------------------------------------------------------
Francis M. Williams since 1991 56 3,588,318(2) 65.8%
George A. Chandler (4) since 1991 68 2,669(3) *
Andrew J. Cohen (4) since 1997 44 42,590(5) *
-----------
*Ownership represents less than 1% of outstanding shares of
Cumberland Common Stock.
(1) Except as otherwise noted, the nature of the beneficial
ownership for all shares is sole voting and investment
power. <PAGE>
(2) Includes 2,311,585 shares owned by Mr. Francis Williams;
1,079,560 shares allocated to Mr. Williams based on his
61.5% ownership in Kimmins Corp. ("KC"), 29,346 shares owned
by Mr. Williams' wife; 14,777 shares held by Mr. Williams as
trustee for his wife and children and 153,050 held by
various real estate partnerships of which Mr. Williams is
100 percent owner. Mr. Williams owns 61.5% of the
outstanding common stock of Kimmins Corp. and is its
Chairman and Chief Executive Officer.
(3) Includes 1,869 shares owned by Mr. George A. Chandler and
options to acquire 800 shares of Cumberland Common Stock.
(4) Member of the Audit Committee.
(5) Includes 72,540 shares owned by C&C Properties a partnership
in which Mr. Cohen has a 50% ownership, and 6,320 shares
held in trust for Mr. Cohen's minor children.
Francis M. Williams has been Chairman of the Board of
Cumberland since its inception and, until June 1992, was
President of Cumberland. In addition, Mr. Williams has been
Chairman of the Board and Director of Cumberland Casualty &
Surety Company ("CCS") and SSI from inception and President and
Chairman of the Board of KC since its inception in 1979. Prior
to November 1988, Mr. Williams was the Chairman of the Board and
Chief Executive Officer of Kimmins Corp. and its predecessors and
sole owner of K Management Corp. from June 1981 until January
1988; Mr. Williams was the Chairman of the Board of Directors of
College Venture Equity Corp., a small business investment
company; and since June 1981, he has been Chairman of the Board,
Director, and sole stockholder of Kimmins Coffee Service, Inc.,
an office coffee service company. Mr. Williams has also been a
director of the National Association of Demolition Contractors
and a member of the executive committee of the Tampa Bay
International Trade Council.
George A. Chandler has been a Director of Cumberland since
its inception. In addition, Mr. Chandler has been a Director of
KC since January 1990. Since November 1989, Mr. Chandler has
been an independent business consultant. Mr. Chandler was
Chairman of the Board from July 1986 to November 1989, and
President and Chief Executive Officer from October 1985 to
November 1989 of Aqu-Chem, Inc., a manufacturer of packaged
boilers and water treatment equipment. From May 1983 to October
1985, he was President, Chief Executive Officer, and Director of
American Ship Building Co., which is engaged in the construction,
conversion and repair of cargo vessels. Mr. Chandler was also a
Director of The Allen Group, Inc. and DeVlieg Bullard, Inc.<PAGE>
Andrew J. Cohen was elected as a Director to Cumberland's
Board effective February 24, 1997. Since June of 1972, Mr. Cohen
has been co-President of ABC Fabric of Tampa, Inc. which is now
the fourth largest private retail fabric company in the United
States. Mr. Cohen brings both national marketing and corporate
management experience to Cumberland.
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
---------------------------
Meetings of the Board of Directors. During 1997, there was
one meeting of the Board of Directors.
Director Compensation. During the year ended December 31,
1997, the Company paid nonofficer Directors an annual fee of
$5,000. In addition, directors are reimbursed for expenses
incurred in connection with their services as a director. In
1991, the Company authorized the grant of (i) Non-qualified Stock
Options and (ii) Incentive Stock Options to key employees of the
Company or any Parent or Subsidiary thereof and the grant of Non-
qualified Stock Options to such employees and key persons.
CTI has 400,000 shares of its common stock reserved for
issuance for the exercise of options to be granted under the
stock option plan (the "Plan"). Options granted under the Plan,
in general, expire no later than ten years from the date of
grant. The directors are eligible to receive stock options at
the discretion of the board.
Audit Committee. The Company's Audit Committee consists of
two non-employee directors: Mr. Chandler and Mr. Cohen. The
Audit Committee did not meet during 1997. The function of the
Audit Committee is to review the general scope of the Company's
annual audit and the nature of services to be performed for the
Company in connection therewith, acting as liaison between the
Board of Directors and the independent auditors. The Audit
Committee also formulates and reviews various company policies,
including those relating to accounting practices and internal
control systems of the Company. In addition, the Audit Committee
is responsible for reviewing and monitoring the performance by
the Company's independent auditors and for recommending the
engagement or discharge of the Company's independent auditors.
Compensation Advisory Committee. Cumberland does not have a
standing compensation committee of the Board of Directors.
Nominating Committee. Cumberland does not have a standing
nominating committee of the Board of Directors. <PAGE>
During 1997, no director attended fewer than 75% of the
aggregate of the total number of meetings of the Board of
Directors and the total number of meetings held by all committees
of the Board on which he served.<PAGE>
Notwithstanding anything to the contrary set forth in any of
the Company's filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate other Company filings, including this proxy
statement, in whole or in part, the following Report and
Performance Graph shall not be incorporated by reference into any
such filings.
REPORT OF THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION
----------------------
There is no formal compensation committee of the Board of
Directors or other committee of the Board performing equivalent
functions. Compensation is determined by Francis M. Williams,
Chairman of the Board of the Company under the direction of the
Board of Directors. There is no formal compensation policy for
the Chief Executive Officer of the Company. Compensation of the
Chief Executive Officer, which primarily consists of salary, is
based generally on performance and the Company's resources.
Compensation for Mr. Joseph Williams has been fixed annually each
year by the Chairman of the Board. Mr. Joseph Williams
compensation is not subject to any employment contract.
In general, following initial employment, the granting of
stock-based incentives is considered by the Company to be
justified when the Company s revenues and earnings, coupled with
the individual executive s performance, warrant supplemental
compensation in addition to the salary and bonus paid with
respect to a given year. The Board thinks it unlikely that any
participants in the Company s stock plans will, in the
foreseeable future, receive in excess of $1 Million in aggregate
compensation (the maximum amount for which an employer may claim
a compensation deduction pursuant to Section 162(m) of the
Internal Revenue Code of 1986, as amended, unless certain
performance-related compensation exemptions are met) during any
fiscal year, and has therefore determined that the Company will
not take any affirmative action at this time to meet the
requirements of such exemptions.
By:/s/ Francis M. Williams
------------------------------
Francis M. Williams,
Chairman of the Board
By:/s/ George A. Chandler
-----------------------------
George A. Chandler, Director<PAGE>
By:/s/ Andrew J. Cohen
------------------------------
Andrew J. Cohen, Director<PAGE>
PERFORMANCE GRAPH
-----------------
Set forth below is a line-graph presentation comparing the
cumulative shareholder return on the Company's Common Stock, on
an indexed basis, against cumulative total returns of the Nasdaq
Stock Market and Securities Industrial Code (SIC Code 6351) in
the surety industry. The returns for the peer group were
weighted according to each issuer's market capitalization. The
Company s Common Stock (symbol "CUMB") has been traded in the
over-the-counter market since October 1, 1992. Effective
December 16, 1996, Cumberland was approved and included in the
trading on the Nasdaq Small Cap Market. The Performance Graph
shows total return on investment for the period beginning
December 31, 1992 and ending December 31, 1997.
THE CURRENT COMPOSITION OF THE SURETY INDUSTRY CODE
IS AS FOLLOWS:
<TABLE>
<CAPTION>
<S> <C> <C>
ACMAT Corp. Cla CMAC Investment Corp. Mountbatten Inc.
AMBAC Financial Group Executive Risk Inc. Orion Capital Corp.
Amerin Corp. Eel Ltd Penn America Group
Amwest Insurance Group Frontier Insurance PMI Group Inc.
Capital Re Corp. Group Transatlantic Hldgs
Centris Group, Inc. The MBA Inc. Triad Guaranty Inc.
Century Business Svc. MAGIC Investments Corp.
Inc. MI Companies
</TABLE>
VALUE OF $100 INVESTED ON DECEMBER 31, 1992 AT:
------------------------------------------------
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
CUMBERLAND $100.00 $166.67 $150.00 $83.20 $800.00 $733.33
PEER GROUP 100.00 100.08 94.29 140.75 185.24 273.93
NASDAQ 100.00 119.95 125.94 163.35 202.99 248.3
MARKET
/TABLE
<PAGE>
Total return assumes reinvestment of dividends.<PAGE>
EXECUTIVE COMPENSATION
----------------------
The following table sets forth the compensation paid or
accrued by the Company to the Company's President and the
President of Cumberland Casualty & Surety Company ("CCS"). No
other executive officer received compensation of $100,000 or more
in 1997. The information presented is for the years ended
December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
---------------------------
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------
---------------------------------
Other Annual
Name of Individual and Principal Position Year Salary Bonus Compensation
------------------------------------------ --------- ---------- -------- ----------------
-------------------------- ------ ------ ----- -----------
<S> <C> <C> <C> <C>
Joseph M. Williams, President and
Treasurer 1997 $ 95,000 $ 30,000 $ -
1996 $ 95,000 $ 37,000 $ -
1995 $ 95,000 $ 30,000 $ -
Edward J. Edenfield IV, President of CCS 1997 $105,000 $ 14,500 $ -
</TABLE>
Grant of Options. During 1997, no options were granted to
Mr. Williams or Mr. Edenfield. No stock appreciation rights
(SARs) have been granted by the Company.
Options Exercised. The following table sets forth
information regarding the number of options held by the
President, including the value of unexercised in-the-money
options as of December 31, 1997. The closing price of the
Company's Common Stock on December 31, 1997 used to calculate
such values was $2.75 per share.<PAGE>
FISCAL YEAR-END OPTION/SAR VALUES (AS OF DECEMBER 31, 1997)
-----------------------------------------------------------
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Options/SARs at Year End (#) Options/SARs at Year End ($)
----------------------------- ---------------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------ --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Joseph M.
Williams 124,000 0 $328,500 $0
Edward J.
Edenfield IV 8,000 12,000 $16,000 $24,000
</TABLE>
Option Repricing. The Company did not reprice any stock
options in 1995, 1996 or 1997 and, to date, has not issued any
stock appreciation rights.
Employment Agreements. The Company has not entered into
employment agreements with any of its executives.
Compensation Advisory Committee Interlocks and Insider
Participation. There is no compensation committee of the
Company's Board of Directors or other committee of the Board
performing equivalent functions. The person who performs the
equivalent function is Francis M. Williams, Chairman of the
Board. Francis Williams serves as an executive officer and
director of Kimmins Corp. of which Joseph Williams is also an
executive officer.
CERTAIN RELATIONSHIPS
---------------------
Surplus Debentures/Term Note. In 1988, Cumberland Casualty
& Surety Company ("CCS") issued a surplus debenture to Kimmins
Corp. ("KC") in exchange for $3,000,000 which bears interest at
10 percent per annum. In 1992, the debenture due to KC from CCS
was assigned to CTI. Interest and principal payments are subject
to approval by the Florida Department of Insurance. On April 1,
1997, CTI forgave $375,000 of its $3,000,000 surplus debenture
due to CCS. As a result, CCS increased paid-in-capital by
$375,000. As of December 31, 1997, no payments could be made
under the terms of the debenture.<PAGE>
In 1992, the Company assigned a debenture due to KC from CCS
to CTI. CTI entered into a term note agreement with KC for the
outstanding amount of the debenture, including interest arrearage
($4,291,049) at September 30, 1992 as part of the spin-off
transaction. The term note was pari passi with the other debts of
the Company, had a 10 percent interest rate and was due on
October 1, 2002. Effective October 1, 1996, CTI issued 1,723,290
shares at $3.00 per share of its common stock to Kimmins Corp.
(f/k/a Kimmins Environmental Service, Corp.) in exchange for
surrender of the Company's term note payable in the amount of
$5,169,870.
CCS writes surety bonds for KC and its affiliates. Revenues
attributable to transactions with KC and its affiliates were
$1,738, $2,873 and $4,535 for the years ended December 31, 1997,
1996 and 1995, respectively. Qualex is a consulting company
which provides claims administration services to the surety and
construction industries. Revenue attributable to services
performed for KC and affiliates by Qualex were $310,396, $338,478
and $43,183 for years ended December 31, 1997, 1996 and 1995,
respectively. CCS and Qualex are wholly owned subsidiaries of
CTI.
SECTION 16(a)BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934
required the Company's officers and directors, and persons who
own more than 10 percent of a registered class of the Company's
equity services, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC).
Officers, directors, and greater than 10 percent stockholders are
required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file. Based solely on the Company's
review of the copies of such forms received by it, or written
representations from certain reporting persons that no Form 5 was
required for those persons, the Company believes that, during the
year ended December 31, 1997 all filing requirements applicable
to its officers, directors, and greater than 10 percent
beneficial owners were complied with.<PAGE>
OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND
CERTAIN EXECUTIVE OFFICERS
--------------------------
The name and address of each person or entity who owned
beneficially 5% or more of the outstanding shares of Common Stock
of Cumberland on June 30, 1998, together with the number of
shares owned and the percentage of outstanding shares that
ownership represents is set forth in the following table. The
table also shows information concerning beneficial ownership by
the President of CTI, the President of CCS, and by all directors
and executive officers as a group. The number of shares
beneficially owned is determined under the rules of the SEC, and
the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has the
sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60
days after the date hereof through the exercise of any stock
option or other right. Unless otherwise indicated, each person
has sole investment and voting powers (or shares such powers with
his or her spouse) with respect to the shares set forth in the
following table:
Number of
Shares of Percentage of
Cumberland Outstanding
Stock Shares of
Beneficially Cumberland
Beneficial Owner (1)(2) Owned Stock
------------------------------------------------------------
Francis M. Williams
c/o Kimmins Corp.
1501 2nd Avenue East
Tampa, Florida 33605 3,588,318(3) 65.8%
Kimmins Corp.
1501 2nd Avenue East
Tampa, Florida 33605 1,723,590 31.6%
Joseph M. Williams 358,783(4) 6.4%
George A. Chandler 2,669(5) *
Andrew J. Cohen 42,590(6) *
Edward J. Edenfield IV 12,000(7) *
All current Directors and
Executive Officers as a
group (5 persons) 4,004,360 73.5%<PAGE>
<PAGE>
-----------
*Ownership represents less than 1% of outstanding Cumberland
Common Stock.
(1) The address of all Officers and Directors of Cumberland
listed above, unless listed separately, are in care of
Cumberland at 4311 West Waters Ave., Suite 401, Tampa, FL
33614.
(2) Cumberland believes that the persons named in the table have
sole voting and investment power with respect to all shares
of common stock beneficially owned by them, unless otherwise
noted.
(3) Includes 2,311,585 shares owned by Mr. Francis Williams;
1,079,560 shares allocated to Mr. Williams based on his
61.5% ownership in Kimmins Corp., 29,346 shares owned by Mr.
Williams' wife; 14,777 shares held by Mr. Williams as
trustee for his wife and children and 153,050 held by
various real estate partnerships of which Mr. Williams is
100 percent Owner. Mr. Williams owns 61.5% of the
outstanding common stock of Kimmins Corp. and is its
Chairman and Chief Executive Officer.
(4) Includes 8,800 shares owned by Mr. Joseph M. Williams;
options to acquire 124,000 shares of Cumberland Common
Stock; 219 shares held by the KC 401(k) Plan and ESOP of
which Mr. Williams is fully vested. Also includes 205,764
shares held by KC's 401(k) Plan, Profit Participation Plan
and ESOP, options to acquire 20,000 shares of Cumberland
Common Stock held by the ESOP, of which Mr. Williams is a
trustee; Mr. Williams disclaims beneficial ownership of
these shares.
(5) Includes 1,869 shares owned by Mr. George A. Chandler and
options to acquire 800 shares of Cumberland Common Stock.
(6) Includes 50% of the 72,540 shares owned by C&C Properties a
partnership in which Mr. Cohen has a 50% ownership, 6,320
shares held in trust for Mr. Cohen's minor children.
(7) Includes options to acquire 8,000 shares of Cumberland
Common Stock.<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
The accounting firm of Ernst & Young LLP has served as the
independent certified public accountants of the Company since
1991. Approval or selection of the independent certified public
accountants of the Company is not submitted to the annual meeting
of shareholders. The Board of Directors of the Company has
historically selected the independent certified public
accountants of the Company, with the advice of the Audit
Committee, and the Board believes that it would be to the
detriment of the Company and its shareholders for there to be any
impediment (such as selection or ratification by the
shareholders) to its exercising its judgment to remove the
Company's independent certified public accountants if, in its
opinion, such removal is in the best interest of the Company and
its shareholders.
It is anticipated that a representative from the accounting
firm of Ernst & Young LLP will be present at the annual meeting
of shareholders to answer questions and make a statement if the
representative desires to do so.
SHAREHOLDER PROPOSALS
---------------------
Appropriate proposals of shareholders intended to be
presented at the Company's 1999 annual meeting of shareholders
must be received by the Company by April 2, 1999 for inclusion in
its proxy statement and form of proxy relating to that meeting.
Appropriate proposals of shareholders intended to be presented at
the Company s 1999 annual meeting without inclusion in the proxy
statement must be received by the Company by June 16, 1999. If
the date of the next annual meeting is advanced or delayed by
more than 30 calendar days from the date of the annual meeting to
which this proxy statement relates, the Company shall, in a
timely manner, inform its shareholders of the change, and the
date by which proposals of shareholders must be received.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER
OF COMMON STOCK OF THE COMPANY WHOSE PROXY WAS SOLICITED IN
CONNECTION WITH THE 1998 ANNUAL MEETING OF SHAREHOLDERS, THE
COMPANY WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-K WITHOUT EXHIBITS FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1997. REQUEST FOR A COPY OF SUCH ANNUAL REPORT
ON FORM 10-K SHOULD BE ADDRESSED TO CAROL S. BLACK, SECRETARY,
CUMBERLAND TECHNOLOGIES, INC., 4311 WEST WATERS AVENUE, SUITE
401, TAMPA, FLORIDA 33614.<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE URGED TO SIGN, COMPLETE, DATE AND RETURN THE PROXY CARD IN
THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED.
By Order of the Board of
Directors
By: /s/ FRANCIS M. WILLIAMS
------------------------------
Francis M. Williams,
Chairman of the Board
Dated: July 31, 1998<PAGE>
<PAGE>
