<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c)or ss.240.14a-12
STEARNS & LEHMAN, 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 Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and
0-11,
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
STEARNS & LEHMAN, INC.
P.O. Box 1748
52 Surrey Road
Mansfield, Oh 44901-1748
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 1997
- --------------------------------------------------------------------------------
The 1996 Annual Meeting of Shareholders (the "Annual Meeting") of Stearns &
Lehman, Inc. (the "Company") will be held at the Masonic Temple, 1250 Middle
Bellville Road, Mansfield, Ohio 44904 on February 14, 1997 at 10:00 A.M.,
Eastern Standard Time, for the following purposes:
1. To elect four (4) directors to serve until the next Annual Meeting or until
their successors are duly elected and qualified.
2. To ratify the appointment of Coopers & Lybrand LLP as the independent
public accountants of the Company for the fiscal year ending April 30,
1997; and
3. To transact any other business which properly comes before the meeting or
any adjournment thereof.
All shareholders of record of the Company's Common Stock as of the close of
business on January 24, 1997 are entitled to vote at the meeting. A complete
list of shareholders entitled to vote at the annual meeting will be available
for examination by any Company shareholder at 52 Surrey Road, Mansfield, Ohio
44901 for purposes germane to the annual meeting, during normal business hours
from January 27, 1997 until the annual meeting.
A copy of the Audited Financial Statements for the Company for the years ended
April 30, 1996 and 1995 are enclosed.
The accompanying form of proxy is being solicited by the Board of Directors of
the Company. Whether or not you plan to attend the Annual Meeting and any
adjournment thereof, shareholders are requested to DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD in the return envelope furnished for your convenience. If
you attend the Annual Meeting and prefer to vote in person, you can revoke your
proxy. We warmly invite you to be present at the meeting.
By order of the Board of Directors
STEARNS & LEHMAN, INC.
/s/ William C. Stearns
---------------------------------------
William C. Stearns, President
Mansfield, Ohio
January 10, 1997
<PAGE> 3
STEARNS & LEHMAN, INC.
P.O. Box 1748
52 Surrey Road
Mansfield, Oh 44901-1748
- -------------------------------------------------------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 1997
- -------------------------------------------------------------------------------
This proxy statement and accompanying proxy card support a proxy solicitation on
behalf of the Board of Directors of Stearns & Lehman, Inc. (the "Company") for
use at the February 14, 1997 annual meeting of shareholders and at any
adjournment of that meeting. This proxy statement and form of proxy, together
with the Company's Audited Financial Statements for the years ended April 30,
1996 and 1995, will be sent by the Company by mail to shareholders beginning
approximately January 31, 1997.
The proxy card, when properly signed, dated and returned to the Company, will be
voted by the proxies at the annual meeting as directed. Proxy cards returned
without direction about business to be transacted at the meeting will be voted
in favor of (i) the election of William C Stearns, Sally A. Stearns, Frank E.
Duval, and Carter F. Randolph, Ph.D. to the Board of Directors of the Company,
and (ii) the ratification of the appointment of Coopers & Lybrand LLP as the
independent public accountants of the Company for the Company's fiscal year
ending April 30, 1997. The proxies will use their best judgment regarding other
matters that properly come before the meeting. The Company is not aware of any
matters, other than those discussed in this proxy statement, that will be
presented at the meeting.
The Company can conduct business at the meeting only if holders of a majority of
the total outstanding shares of Common Stock entitled to vote are present,
either in person or by proxy. Abstentions will be counted in determining whether
a quorum has been reached. Assuming a quorum exists, the affirmative vote of a
majority of the shares present and voted, excluding abstentions, is necessary to
approve each of the proposed matters to be voted on.
In the event that a quorum is not present at the time the Annual Meeting is
convened, a majority in interest of the shareholders of the Common Stock
represented in person or by proxy may adjourn the meeting from time to time,
without notice other than announcement at the Annual Meeting, until holders of
the amount of stock requisite to constitute a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the Annual Meeting as originally
called.
Under Securities and Exchange Commission rules, boxes and a designated blank
space are provided on the proxy card for shareholders to mark if they wish
either to vote "for," "against" or "abstain" on one or more the proposals.
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REVOCABILITY OF PROXY
Execution of the enclosed form of proxy will not affect a shareholder's right to
attend the meeting and vote in person. Any shareholder giving a proxy may revoke
it at any time before it is exercised by attending the meeting and voting in
person by providing notice of revocation to the corporate secretary of the
Company at the address set forth above. Shareholders may vote all their eligible
shares if they are personally present at the meeting. When a shareholder votes
at the meeting, his or her vote will revoke any proxy previously granted by the
shareholder.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of January 24, 1997, the record date, 3,175,509 shares of the Company's no
par value Common Stock were outstanding and entitled to vote at the meeting.
Each share may cast one vote on each separate matter of business properly
brought before the meeting. There are no cumulative voting rights. Only
shareholders of record at the close of business on January 24, 1997 may vote.
Brokers who hold shares of Common Stock in street name have the authority to
vote on certain items when they have not received instructions from beneficial
owners. Brokers that do not receive instructions are entitled to vote in the
election of directors. The votes represented by a proxy appointment card
submitted by a broker where the broker does not expressly vote for the director
nominees or expressly withhold authority, will be cast in favor of the director
nominees.
The following table sets forth certain information, so far as is known to
management of the Company, regarding beneficial ownership of the Company's
Common Stock held of record, as of January 24, 1997, by; (i) each shareholder
who owns a beneficial interest of more than five percent (5%) of the Company's
outstanding Common Stock; (ii) each officer and director of the Company; and
(iii) all officers and directors as a group.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF CAPACITY IN WHICH BENEFICIALLY PERCENTAGE OF
BENEFICIAL OWNER SERVED OWNED OUTSTANDING SHARES
- ---------------- ----------------- ------ ------------------
<S> <C> <C> <C>
Sally A. Stearns Director, Vice President 1,363,832 42.9%
Frank E. Duval Director 100,000 3.1%
Carter F. Randolph, PH.D. Director 70,000 2.2%
William C. Stearns Director, President and
Treasurer 100 .003%
John A. Chuprinko Chief Financial Officer 100 .003%
All Directors and Officers 1,534,032 48.3%
as a group (5 persons)
</TABLE>
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DIRECTORS AND EXECUTIVE OFFICERS
The following table contains the name, age and position with the Company of each
executive officer and director of the Company as of January 10, 1997. Their
respective backgrounds are described following the table. Each of the officers
devotes his or her full-time efforts to the affairs of the Company.
CORPORATE OFFICERS AND DIRECTORS
- --------------------------------
<TABLE>
<CAPTION>
NAME POSITION AGE TELEPHONE NO.
- ---- -------- --- -------------
<S> <C> <C> <C>
William C. Stearns President, Treasurer and Director 44 419/522-2722
Sally A. Stearns Vice President, Secretary and Director 37 419/522-2722
John A. Chuprinko Chief Financial Officer 42 419/522-2722
Frank E. Duval Director 52 419/882-2314
Carter F. Randolph Director 40 513/891-4227
</TABLE>
WILLIAM C. STEARNS - PRESIDENT, TREASURER AND DIRECTOR
- ------------------------------------------------------
William C. Stearns, age 44, is President, Treasurer and a Director of Stearns &
Lehman, Inc. Mr. Stearns founded the Company in March of 1988 and has been its
President and a Director since that time. Mr. Stearns attended both Cleveland
State University and Baldwin-Wallace University and is a member of the
manufacturers Board of Directors of the National Food Distributors Association
and the National Association of Specialty Food Trade. Mr. Stearns is the husband
of Sally A. Stearns. Mr. Stearns owns 100 shares of the Company's Common Stock.
SALLY A. STEARNS - VICE PRESIDENT, SECRETARY AND DIRECTOR
- ---------------------------------------------------------
Sally A. Stearns, age 37, graduated from Bowling Green State University in June
of 1982 with a B.S. Degree in Business Administration, with a major
concentration in Human Resource Management. From October 1987 to February 8,
1989 she was a senior accountant for Autocall, Inc., a division of Federal
Signal located in Shelby, Ohio. From February 18, 1989 to the present Ms.
Stearns has served as Vice President, Secretary and a Director of the Company.
Ms. Stearns owns 1,363,832 shares of the Company's Common Stock.
JOHN A. CHUPRINKO - CHIEF FINANCIAL OFFICER
- -------------------------------------------
John A. Chuprinko, age 42, is a graduate of The Ohio State University, where he
obtained a Bachelor of Science degree in accounting, and the United States Navy
Supply School in Athens, Georgia. Mr. Chuprinko was hired as the Chief Financial
Officer of the Company on January 10, 1996 and is a Certified Public Accountant.
Mr. Chuprinko is the President of the Knox County, Ohio Airport Advisory Board
and is a member and past Chairman of the Marion Technical College Accounting
Advisory Committee. From October 1994 to January 1996, Mr. Chuprinko served as
the Chief Financial Officer and Treasurer of Na-Churs Plant Food Company, a
national manufacturing company with $18,000,000 in sales, located in Marion,
Ohio. Prior to that position Mr. Chuprinko was the
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<PAGE> 6
Controller at The J.E. Grote Company, Incorporated in Blacklick, Ohio. Mr.
Chuprinko owns 100 shares of the Company's Common Stock.
FRANK E. DUVAL - DIRECTOR
- -------------------------
Mr. Duval, age 52, has served as a Director of the Company since January 3,
1995. Mr. Duval has been the President of J&S Capital, Inc. since 1990 where he
oversees a portfolio of real estate, limited partnership and stock and bond
investments. Mr. Duval has a B.S. Degree in Education from the University of
Buffalo. From 1979 to 1990 Mr. Duval served as President and Chief Executive
Officer of International Automated Machines, Inc., a manufacturer of single
service and portion control condiments. From 1973 to 1979, he served as
President and Chief Executive Officer of United Wild Rice, Inc. Prior to 1973,
Mr. Duval held various sales and marketing management positions with Ralston
Purina, Wm. Underwood Company (now a subsidiary of Pet Foods, Inc.) and Scott
Paper Company. Mr. Duval owns 100,000 shares of the Company's Common Stock and
warrants to purchase an additional 15,000 shares of the Company's Common Stock.
Mr. Duval is a member of the Board of Directors' Audit Committee.
CARTER F. RANDOLPH, PH.D. - DIRECTOR
- ------------------------------------
Dr. Randolph, age 40, was appointed as a Director of the Company on March 29,
1996. Dr. Randolph has been the President of The Randolph Company, Inc. since
1987 where he is responsible for the management of pension plans, foundations
and trusts. From 1989 to the present, Dr. Randolph has been Executive Vice
President and Trustee of the Green Acres Foundation where he is responsible for
the management of all aspects of organizing and operating such private nonprofit
foundation. Dr. Randolph has experience in the areas of estate planning, tax
planning, IRS audit management, investment management, real estate management,
farm management and property management. From 1982 to 1987 Dr. Randolph was an
Associate Professor of Finance at Xavier University. Dr. Randolph has also
served on the Board of Directors of Atek Metals Center, Inc. and currently
serves on the Board of Directors of Cintech Tele-Management Systems, Inc. Dr.
Randolph is beneficially an owner of 70,000 shares of the Company's Common
Stock. Dr. Randolph is a member of the Board of Directors' Audit Committee.
MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors met twice during the fiscal year ended April
30, 1996. All Directors were present at these meetings. The Board of Directors
met five times during the period of May 1, 1996 through January 10, 1996. All
Directors were present at these meetings.
COMMITTEES
The Company's Board of Directors has an Audit Committee. The duties of the Audit
Committee are to recommend independent accountants for selection by the Board of
Directors, to review the arrangements for and scope of the independent
accountants' audit, to review the findings and recommendations of the
independent accountants concerning internal accounting procedures and controls,
to review professional services rendered by the independent accountants in
regard to the
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Company and its management, and to review potential conflicts of interest
between the Company and its employees. The Audit Committee was established by
the Board of Directors on May 13, 1996 and have met once since that date. The
members are Frank E. Duval and Carter F. Randolph, Ph.D. The Board of Directors
does not have a Compensation Committee. William C. Stearns and Sally A. Stearns,
both officers of the Company, are Directors and participated in deliberations of
the Company's Board of Directors concerning executive compensation. The Board of
Directors does not have a Nominating Committee nor has it designated a Stock
Option Committee.
REMUNERATION OFFICERS
The following table and notes set forth information regarding remuneration of
the officers of the Company during the fiscal years ended April 30, 1996, 1995
and 1994:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL FISCAL ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
- ------------------ ------ ---------- ---------- ----------------
<S> <C> <C> <C> <C>
William C. Stearns, 1996 $ 127,500.00(2) $ 0.00 $ 45,699.00 (2)
President 1995 $ 66,500.00 $ 65,000.00 $ 34,086.00
1994(1) $ 16,500.00 $ 0.00 $ 93.10
Sally A. Stearns, 1996 $ 51,000.00 $ 0.00 $ 115.00 (3)
Vice President 1995 $ 52,000.00 $ 0.00 $ 115.00
1994(1) $ 18,300.00 $ 0.00 $ 93.10
John A. Chuprinko, 1996 $ 19,373.17(4) $ 0.00 $ 0.00
Chief Financial Officer
</TABLE>
(1) For the period of December 1, 1993 through April 30, 1994.
(2) Mr. Stearns' current annual salary is $104,000.00. Mr. Stearns owns a twin
engine airplane which he regularly uses for Company business. The Company paid
Mr. Stearns $40,484.00 and $33,546.00 respectively for the fiscal years 1996 and
1995 for the use of this airplane. The Company rented an apartment from Mr.
Stearns for Company business for the period of April, 1995 through April, 1996.
The Company paid Mr. Stearns , $5,100.00 and $425.00 respectively for the fiscal
years 1996 and 1995 for the use of this apartment. The Company carries and pays
a "key man" life insurance policy on Sally A. Stearns in the amount of $500,000
and is entitled to eighty percent (80%) of the benefits of such a policy. Mr.
Stearns is the other named beneficiary of this policy and is entitled to receive
the remaining twenty percent (20%) of the benefits of such insurance policy. For
the fiscal years 1996, 1995 and 1994 (1) the premium value of this benefit to
Mr. Stearns was respectively $115.00, $115.00 and $93.10. The Company registered
100 shares of Mr. Stearns' Common Stock in conjunction with the Company's SB-1
registration that was effective October 22, 1996.
(3) The Company carries and pays a "key man" life insurance policy on William C.
Stearns in the amount of $1,000,000 and is entitled to ninety percent (90%) of
the benefits of such a policy. Ms. Stearns is the other named beneficiary of
this policy and is entitled to receive the remaining ten percent (10%) of the
benefits of such insurance policy. For the fiscal years 1996, 1995 and 1994 (1)
the premium value of this benefit to Ms. Stearns was respectively $115.00,
$115.00 and $93.10. The Company registered 136,383 shares of Ms. Stearns' Common
Stock in conjunction with the Company's SB-1 registration that was effective
October 22, 1996.
(4) Mr. Chuprinko was hired by the Company in January, 1996. Mr. Chuprinko's
current annual salary is $76,000.00.
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<PAGE> 8
DIRECTORS COMPENSATION
The Directors of the Company receive no cash compensation for serving on the
Board of Directors, but are reimbursed reasonable expenses incurred in attending
meetings. In consideration of services rendered to the Company by the Directors,
the Company has agreed to grant warrants to each of the outside Directors, in
January of each year for services rendered during the preceding 12 month period,
on a pro rata basis for the actual time served as a Director during such 12
month period, to purchase up to 5000 shares of the Company's no par Common
Stock. The exercise price for such warrants shall be equal to the fair market
value of such shares at the beginning of such 12 month period, as determined by
the Board of Directors. Frank E. Duval and Carter F. Randolph, Ph.D. are
eligible to respectively receive warrants to purchase 5,000 and 3,798 shares of
Common Stock of the Company at an exercise price of $5.50 per share under this
agreement. To date, these warrants have not been issued. Dr. Randolph became a
member of the Board of Directors of the Company on March 29, 1996 to fill the
vacancy resulting from the resignation of Frederick H. DiRienzo.
Prior to the adoption of this agreement, on or about April 21, 1995, the Company
issued warrants to purchase 10,000 shares of Common Stock of the Company at an
exercise price of $3.00 per share to each of Frank E. Duval and Frederick H.
DiRienzo as Directors of the Company for services rendered during the previous
two (2) years. On April 10, 1996 the Company authorized the issuance of warrants
to purchase 5,000 shares of Common Stock of the Company at an exercise price of
$5.50 per share to each of Frank E. Duval and Frederick H. DiRienzo for services
rendered as a Director of the Company. The stock underlying these warrants were
registered under the Securities Act of 1933 as part of the Company's SB-1
registration statement that was effective October 22, 1996. To date, no
Directors warrants have been exercised or have expired. The Company also
registered 3,000 shares of the Company's Common Stock owned by Frederick H.
DiRienzo and 100,000 shares of the Company Common Stock owned by Frank E. Duval
as part of the Company's SB-1 registration.
STOCK OPTION PLAN
At the Company's annual meeting of shareholders held on March 31, 1994, the
Company adopted the 1994 Stock Option Plan (the "Plan"). The shares of Common
Stock that may be issued upon the exercise of options granted under the Plan
shall not exceed 275,000 shares in the aggregate. The options granted under the
Plan may be designed as "incentive stock options" or "nonqualified stock
options", at the discretion of the committee designated by the Board of
Directors of the Company to administer the Plan. The exercise price of
"nonqualified stock options" shall not be less than 100% of the fair market
value of a share of Common Stock on the effective date of the grant. The option
price for "incentive stock options" shall not be less than 110% of the fair
market value of a share of Common Stock on the effective date of the grant. To
date, the Company has not issued any options to any of its officers, directors
or employees under the Plan.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors, and person who beneficially own more than ten percent (10%) of
the Company's stock, to file initial
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<PAGE> 9
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission. Executive officers, directors and greater than ten percent
(10%) beneficial owners are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to the Company,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than ten percent (10%) beneficial
owners were complied with during fiscal year 1996.
EXPENSE AND MANNER OF SOLICITATION
The expenses of the solicitation of the proxies for the Annual Meeting,
including the cost of preparing, assembling and mailing the notice, proxy, proxy
statement and return envelopes, the handling and tabulation of proxies received,
and charges of brokerage houses and other institutions, nominees or fiduciaries
for forwarding such documents to beneficial owners, will be paid by the Company.
In addition to the mailing of the proxy material, solicitation may be made in
person or by telephone by officers, directors or regular employees of the
Company.
ANNUAL REPORT
The Audited Financial Statements for the Company for the years ended April 30,
1996 and 1995 are enclosed herewith but are not a part of the proxy solicitation
material.
PROPOSAL 1
ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has nominated William C. Stearns, Sally A.
Stearns, Frank E. Duval, and Carter F. Randolph, Ph.D. all members of the
existing Board of Directors, for election to the Board of Directors. Each of
these nominees was elected to the Board of Directors at the Company's 1995
Annual Meeting of Shareholders, with the exception of Dr. Randolph who was
appointed by the Board of Directors in March 1996.
A proposal to elect William C. Stearns, Sally A. Stearns, Frank E. Duval, and
Carter F. Randolph, Ph.D. to the Company's Board of Directors will be presented
to the shareholders at the Annual Meeting. Each director to be elected will hold
office until the next annual meeting of shareholders and until his or her
successor is elected and has qualified, or until such director's earlier
resignation, death or removal. The nominees receiving the highest number of
votes, up to the number of directors to elected, will be elected.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION OF WILLIAM C. STEARNS, SALLY A. STEARNS, FRANK E. DUVAL,
AND CARTER F. RANDOLPH, PH.D. TO THE COMPANY'S BOARD OF DIRECTORS.
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<PAGE> 10
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand LLP was the Company's independent public accounting firm for
the fiscal years ended April 30, 1995 and 1996 and has been appointed by the
Board of Directors to continue in that capacity for the fiscal year ending April
30, 1997.
A proposal to ratify the appointment of Coopers & Lybrand LLP will be presented
to the shareholders at the Annual Meeting. Representatives of Coopers & Lybrand
LLP will be present at the Annual Meeting and will have an opportunity to make a
statement if they desire to do so and respond to appropriate questions.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND LLP.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission and the Company's Code of Regulations. Should a shareholder wish to
have a proposal appear in the Company's proxy statement for next year's annual
meeting, under the regulations of the Securities and Exchange Commission it must
be received by the corporate secretary at P.O. Box 1748, 52 Surrey Road,
Mansfield, Ohio 44901-1748 on or before February 13, 1997.
OTHER BUSINESS
All items of business to be brought before the meeting are set forth in this
proxy statement. Management knows of no other business to be presented. If other
matters of business not presently known to management are properly raised at the
meeting, the proxies will vote on the matters in accordance with their best
judgment.
NOTE: SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD, USING THE ENCLOSED ENVELOPE.
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<PAGE> 11
STEARNS & LEHMAN, INC.
P.O. Box 1748
52 Surrey Road
Mansfield, Oh 44901-1748
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints each of Sally A. Stearns and Frank E. Duval as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of Stearns & Lehman, Inc. held of record by the undersigned on
January 24, 1997, at the annual meeting of shareholders to be held on February
14, 1997, or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1 AND "FOR"
ITEM 2.
ITEM 1 - ELECTION OF DIRECTORS
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
William C. Stearns Sally A. Stearns
Frank E. Duval Carter F. Randolph, Ph.D.
ITEM 2 - PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND LLP
AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
[ ] For [ ] Against [ ] Abstain
The shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR all nominees" in Item 1 and "FOR" Item 2.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof. This proxy
when properly executed will be voted in the manner directed herein by the
undersigned shareholder.
Please make, sign, date and return the proxy promptly, using the enclosed
envelope.
Date:
-----------------------------
Signature:
-----------------------------
Signature
if held jointly:
-----------------------------
Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, as executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
