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 the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AMERICAN LOCKER GROUP INCORPORATED
-----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: $
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AMERICAN LOCKER GROUP
INCORPORATED
608 ALLEN STREET
P. O. BOX 1000
JAMESTOWN, NEW YORK 14702-1000
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
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TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders will be held at the offices of
Kirkpatrick & Lockhart LLP, 1500 Oliver Building, Pittsburgh, Pennsylvania 15222
on Tuesday, May 20, 1997, at 10:00 a.m., Eastern Daylight Time, for the
following purposes:
1. To elect a Board of Directors consisting of seven persons to
serve until the next Annual Meeting of Stockholders and until
their respective successors are duly elected and qualified; and
2. To consider and act upon such other matters as may properly
come before the meeting.
The Board of Directors has fixed the close of business on March 24, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting.
Whether or not you expect to attend the meeting in person, you are urged
to sign, date and return the enclosed proxy promptly to the Company in the
enclosed postage paid envelope.
By Order of the Board of Directors
Charles E. Harris
Secretary
Jamestown, New York
April 7, 1997
<PAGE>
AMERICAN LOCKER GROUP
INCORPORATED
608 ALLEN STREET
P. O. BOX 1000
JAMESTOWN, NEW YORK 14702-1000
-----------
PROXY STATEMENT
-----------
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
This Proxy Statement and the enclosed proxy, which are being mailed to
stockholders commencing on or about April 7, 1997, are furnished in connection
with the solicitation by the Board of Directors of American Locker Group
Incorporated (referred to in this Proxy Statement as the "Company") of proxies
for the Annual Meeting of Stockholders of the Company to be held on Tuesday, May
20, 1997, at 10:00 a.m., Eastern Daylight Time, at the offices of Kirkpatrick &
Lockhart LLP, 1500 Oliver Building, Pittsburgh, Pennsylvania 15222.
Only holders of Common Stock of record at the close of business on March
24, 1997, will be entitled to notice of and to vote at the Annual Meeting. On
that date there were outstanding, 796,501 shares of Common Stock. Each share of
the Company's outstanding Common Stock is entitled to one vote on all matters to
come before the Annual Meeting.
If the enclosed Proxy is properly executed and returned, it may
nevertheless be revoked at any time prior to its use by execution of a later
dated proxy, by voting in person at the Annual Meeting or by written or verbal
notice of such revocation to the Secretary of the Company at any time before
such proxy is voted.
A copy of the 1996 Annual Report of the Company is being mailed with this
Proxy Statement.
PROXY SOLICITATION AND EXPENSES OF SOLICITATION
Proxies are being solicited on behalf of the Board of Directors of the
Company and the expenses of soliciting proxies will be borne by the Company.
Solicitation will be made primarily by mail, but directors, officers and regular
employees of the Company may solicit proxies personally, by mail, or by
telephone or facsimile. The Company will not pay any compensation for the
solicitation of proxies, but will reimburse banks, brokers and other custodians,
nominees or fiduciaries for their reasonable expenses incurred in sending proxy
material to beneficial owners and obtaining their proxies.
2
<PAGE>
INTRODUCTION
PURPOSE OF THE ANNUAL MEETING
The purpose of the Annual Meeting is to elect seven directors to serve for
a term of one year and until their successors are duly elected and qualified.
ELECTION OF DIRECTORS
Seven persons, constituting the entire Board of Directors of the Company,
are to be elected at the 1997 Annual Meeting of Stockholders to serve until the
next Annual Meeting of Stockholders and until their successors are duly elected
and qualified. It is intended that the accompanying proxy will be voted for the
election of the seven nominees on the following pages, all of whom are now
directors. All of the nominees, Alan H. Finegold, Thomas Lynch IV, Harold J.
Ruttenberg, Thomas P. Johnson, James E. Ruttenberg, Roy J. Glosser and Edward F.
Ruttenberg were elected by the stockholders of the Company at the 1996 Annual
Meeting of Stockholders.
All nominees have indicated that they are willing and able to serve as
directors if elected. If any nominees should be unable or unwilling to serve,
the proxies will be voted for the election of such person as shall be designated
by the Board of Directors to replace such nominee.
The Company is organized under the laws of the State of Delaware. The
General Corporation Law of the State of Delaware requires that directors be
elected by a plurality of the votes of the shares present in person or
represented by proxy at a meeting and entitled to vote in the election of
directors. Accordingly, an abstention from voting will have the effect of a vote
against a proposal to elect directors and broker non-votes will have no effect
on the outcome of such proposal. The stockholders of the Company are not
entitled to vote cumulatively in the election of directors.
INFORMATION AS TO NOMINEES FOR DIRECTORS
The following sets forth certain information concerning the nominees for
election as directors, including the number of shares of Common Stock of the
Company beneficially owned directly or indirectly, by each on March 24, 1997.
Also included are the names of other companies filing reports pursuant to the
Securities Exchange Act of 1934, as amended, for which the nominees serve as
directors or trustees. There are no family relationships between any nominees or
principal officers of the Company except; between Harold J. Ruttenberg, a
nominee for director, Chairman, Chief Executive Officer and Treasurer, and his
sons, Edward F. Ruttenberg, and James E. Ruttenberg, each a nominee for
director.
ALAN H. FINEGOLD
Mr. Finegold, 54, a director since 1994, and a member of the Executive
Committee and the Audit Committee, has served as a partner of Kirkpatrick &
Lockhart LLP, a Pittsburgh law firm, for more than five years.
THOMAS LYNCH, IV
Mr. Lynch, 53, a director since 1994, and a member of the Executive
Compensation Committee, has served as a First Vice President of Janney,
Montgomery and Scott, a brokerage firm, for more than five years.
3
<PAGE>
ROY J. GLOSSER
Roy J. Glosser, 36, a director since 1996, has been President and Chief
Operating Officer of the Company since May 1996. Between May 1995 and May 1996,
he served as Vice President - Operations of the Company and between December
1992 and May 1995, he served as Director of Operations of the Company. He has
been employed by the Company since 1992. Prior to December 1992, he was product
manager of Acu-Rite Inc., an electronics/manufacturing firm.
THOMAS P. JOHNSON
Mr. Johnson, 82, a director since 1973, and Chairman of the Executive
Compensation Committee and member of the Audit Committee of the Board of
Directors, has served as counsel to Kirkpatrick & Lockhart LLP, a Pittsburgh law
firm, for more than five years.
EDWARD F. RUTTENBERG
Mr. Edward F. Ruttenberg, 50, a director and Vice Chairman of the Board
since 1996, has, for more than five years, been President and a director of
Rollform of Jamestown, Inc., a rollforming company.
HAROLD J. RUTTENBERG
Mr. Harold J. Ruttenberg, 82, a director since 1973, has been Chairman,
Chief Executive Officer and Treasurer for more than five years, and is Chairman
of the Executive Committee of the Board of Directors. Mr. Ruttenberg also serves
as Chairman of the Board and Treasurer of Rollform of Jamestown, Inc.
JAMES E. RUTTENBERG
Mr. James E. Ruttenberg, 55, a director since 1994 and a member of the
Executive Compensation Committee of the Board of Directors, has since 1996
served as President of Claremont Billing Systems, Inc., a data
processing/telephone billing firm. Prior to 1996, he served as Executive Vice
President of this company for more than five years.
STOCK OWNERSHIP OF NOMINEES AND EXECUTIVE OFFICERS
As of March 24, 1997, the nominees for director and the persons named in
the section of this Proxy Statement entitled "Compensation and Other
Transactions with Management and Others" owned the following shares of Common
Stock of the Company:
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Alan H. Finegold 1,000 *
1500 Oliver Building
Pittsburgh, Pa 15222
Thomas Lynch, IV 0 *
201 Lexington Avenue
Pittsburgh, PA 15215
Harold J. Ruttenberg 202,082(1) 25.0%
300 South Craig Street
Second Floor
Pittsburgh, PA 15213
4
<PAGE>
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Thomas P. Johnson 165,085(2) 20.7%
1500 Oliver Building
Pittsburgh, PA 15222
James E. Ruttenberg 6,814(3) *
254 South Main St.
New City, NY 10956
Edward F. Ruttenberg 4,250(4) *
5864 Aylesboro Avenue
Pittsburgh, PA 15217
Roy J. Glosser 300(5) *
608 Allen Street
P. O. Box 1000
Jamestown, NY 14702-1000
- ------------------
* Less than 1%
(1) Includes 12,000 shares which Mr. H. J. Ruttenberg has the right to acquire
under stock options. Also includes 54,000 shares held by Mr. H. J.
Ruttenberg's wife with respect to which Mr. H. J. Ruttenberg disclaims
beneficial ownership and 2,583 shares held by Rollform of Jamestown, Inc.
in which Mr. H. J. Ruttenberg owns a 46% interest. Mr. H. J. Ruttenberg
disclaims beneficial ownership of any shares of the Company owned by
Rollform of Jamestown, Inc.
(2) Includes 300 shares owned by Mr. Johnson's wife with respect to which Mr.
Johnson disclaims beneficial ownership.
(3) Includes 2,020 shares owned by Julie R. Ruttenberg, daughter, as to which
shares Mr. J. E. Ruttenberg disclaims beneficial ownership.
(4) Includes 2,750 shares held by Edward F. Ruttenberg, 500 shares held
jointly by Edward F. Ruttenberg and Sara Ruttenberg. Also included are
1,000 shares owned by their son, as to which shares Edward F. Ruttenberg
disclaims beneficial ownership.
(5) Includes 200 shares owned by Mr. Glosser's wife with respect to which Mr.
Glosser disclaims beneficial ownership.
All directors and executive officers of the Company as a group (eight
persons) and persons who may be deemed to be part of the group with a director
owned beneficially 379,531 shares of Company Common Stock, or approximately
46.9% of the shares outstanding, on March 24, 1997. For purposes of the
foregoing sentence, shares subject to stock options held by such persons (12,000
shares) are included in the number of shares held and the total number of shares
outstanding.
5
<PAGE>
INFORMATION WITH RESPECT TO COMMITTEES
AND COMPENSATION OF DIRECTORS
During 1996, the Board of Directors met two times and the Executive
Compensation and the Executive Committee each took one action by unanimous
written consent, and the Audit Committee did not meet. The functions of the
Audit Committee consist primarily of reviewing the scope and results of the
audit of the Company's financial statement and the findings and recommendations
of the Company's independent accountants with respect to the system of internal
controls and recommending to the Board of Directors the selection of the
independent accountants for the Company for the next year. The functions of the
Executive Compensation Committee consist of determining compensation to be paid
to executive officers of the Company and administering all stock option plans of
the Company, including making decisions relative to the grant of options. The
function of the Executive Committee is to exercise the powers of the Board of
Directors in the management of the affairs of the Company between the meetings
of the Board of Directors. The Company does not have a nominating committee.
Each director who is not a salaried employee of the Company is paid an
annual fee of $2,500 and a fee of $200 for each meeting of the Board of
Directors or of a Committee of the Board which he attends. Only one fee is
payable if the Board and a Committee meet on the same day.
All directors attended more than 75% of the aggregate total number of
meetings held in 1995 by the Board of Directors and the Committees of the Board
of Directors on which they serve.
COMPENSATION AND OTHER TRANSACTIONS
WITH MANAGEMENT AND OTHERS
The following information is given for 1996, 1995 and 1994 with respect to
the compensation which was paid or accrued for services in such years, or which
was paid in such years for services in prior years but not included in the
remuneration table in prior years' proxy statements, for each of the two
highest paid executive officers of the Company whose aggregate compensation from
the Company and its subsidiaries exceeded $100,000:
SUMMARY COMPENSATION TABLE
Name and Annual Compensation
Principal ------------------- All Other
Position Year Salary Bonus Compensation
- --------------------------------------------------------------------
Harold J 1994 $150,000 $ 25,000 $ 0
Ruttenberg 1995 150,000 72,500 0
Chairman, 1996 150,000 57,500 0
Chief
Executive
Officer and
Treasurer
Roy J. 1995 $ 75,796 $ 25,000 $ 0
Glosser 1996 92,265 42,500 0
President
and Chief
Operating
Officer
6
<PAGE>
OTHER BENEFIT PLANS
In December 1985, the Board of Directors adopted a plan of incentive
awards to be made to executive officers of the Company in the discretion of the
Executive Compensation Committee based upon individual performance. No such
awards were made with respect to the year ended December 31, 1996.
STOCK OPTIONS
In May 1988 the stockholders of the Company approved the American Locker
Group Incorporated 1988 Stock Incentive Plan (the "Plan"). Grants under the Plan
are to be granted to certain officers and directors of the Company by the
Executive Compensation Committee of the Board of Directors (the "Committee") in
its discretion.
The Plan provides for the grant of rights to receive cash and/or Company
Common Stock, including options intended to qualify as incentive stock options
under Section 422A of the Internal Revenue Code of 1986, as amended, and options
not intended so to qualify. A maximum of 100,000 shares of Company Common Stock
could be paid to participants under the Plan, and/or purchases pursuant to stock
options granted under the Plan, subject to antidilution and other adjustments in
certain events specified in the Plan.
The Plan provides that the exercise price of stock options must be no less
than the fair market value on the date of grant of the shares of Company Common
Stock subject thereto and no stock option granted under the Plan may be
exercisable more than ten years after its grant. In the case of a holder of 10%
or more of the Company Common Stock, options intended to be incentive stock
options must have an exercise price of at least 110% of the fair market value of
the underlying shares of Company Common Stock on the date of grant and such
options must expire within five years of the date of grant. Upon exercise of a
stock option, the option price is required to be paid in cash, or at the
discretion of the Committee, in shares of Company Common Stock, valued at the
fair market value thereof on the date of payment, or in a combination of cash
and shares of Company Common Stock.
The Plan authorizes the Committee, in the event of any tender offer or
exchange offer (other than an offer by the Company) for shares of Company Common
Stock, to take such action as it may deem appropriate to enable the recipients
of outstanding awards to avail themselves of the benefits of such offer,
including acceleration of payment or exercise dates and purchase outstanding
stock options.
The Board of Directors is empowered to amend or terminate the Plan at any
time, provided, however, that no such action would be permitted to adversely
affect any rights or obligations with respect to any awards theretofore made
under the Plan, and provided further, that no such amendment, without approval
of the holders of a majority of the shares of Company Common Stock voted thereon
in person or by proxy, shall increase the number of shares of Company Common
Stock subject to the Plan, extend the period during which awards may be granted,
increase the maximum term for which stock options may be issued under the Plan,
decrease the minimum price at which stock options may be issued under the Plan,
or materially modify the requirements for eligibility to participate in the
Plan.
No options were granted under the Plan in 1996 and no options were
exercised in 1996.
7
<PAGE>
The following table sets forth information with respect to the persons
named in the Executive Compensation Table concerning the exercise of options
during the last fiscal year and unexercised options held as of December 31,
1996. No shares were acquired on exercise of options by such persons during the
year ended December 31, 1996.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
Shares
Acquired Value Number of Unexercised Value of Unexercised
on Exercise Realized Options/SARs in-the-Money Options/SARs
Name (#) ($) at FY-End(#) at FY-End($)(1)
- --------------- ---------- ------------ --------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexerciable
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Harold J. -0- -0- 12,000 -0- $124,500 -0-
Ruttenberg
- --------------- -------- -------- ------------ ------------ ------------ -------------
Roy J. Glosser -0- -0- -0- -0- -0- -0-
- --------------- -------- -------- ------------ ------------ ------------ -------------
(1) Calculated on the basis of the fair market value of the underlying
securities at December 31, 1996 ($13.25 per share) minus the exercise
price.
</TABLE>
ESTIMATED RETIREMENT BENEFITS
The Company's pension plan for salaried employees provides for an annual
pension upon normal retirement computed under a career average formula,
presently equal to 2% of an employee's eligible lifetime earnings, which
includes salaries, commissions and bonuses. The following table sets forth the
approximate annual benefits payable on normal retirement pursuant to the
provisions of the pension plan for salaried employees to persons in specified
lifetime average annual earnings categories and years-of-service
classifications.
<TABLE>
Annual pension benefits for years of
credited service shown(1)
Lifetime average -------------------------------------------------------
annual earnings 10 years 20 years 30 years
- --------------- -------------------------------------------------------
<S> <C> <C> <C>
$ 50,000 $ 10,000 $ 20,000 $ 30,000
75,000 15,000 30,000 45,000
100,000 20,000 40,000 60,000
125,000 25,000 50,000 75,000
150,000 30,000 60,000 90,000
- ---------------
(1) Pension benefit amounts listed in the table are not subject to deduction
for Social Security benefits.
</TABLE>
As of April 1, 1992, Harold J. Ruttenberg elected to receive a lump sum
distribution from a prior terminated salaried pension plan and is a participant
in the new salaried pension plan described above. Roy J. Glosser is credited
with five years service under such plan and Harold J. Ruttenberg is required to
withdraw a lump sum distribution yearly.
8
<PAGE>
EMPLOYMENT CONTRACTS
In May 1996, the Company entered into an employment agreement with Roy J.
Glosser, effective May 21, 1996, pursuant to which Mr. Glosser became President
and Chief Operating Officer of the Company. The Glosser Agreement provides,
among other things (i) that the term of employment will expire on June 30, 1999,
(ii) that the base compensation will be $8,334 per month, plus any increase in
base salary and any incentive compensation as determined by the Board of
Directors of the Company, and (iii) that in the event of the sale of the
Company, Mr. Glosser will be entitled to an incentive bonus equal to one year's
base salary in effect at the date of the sale.
The Glosser Agreement defines "sale of the Company" as any merger or sale
of substantially all assets of the Company or the sale or exchange to or with
one entity or group acting in concert of more than a majority of the outstanding
shares of the Company entitled to vote upon the election of directors.
The Glosser Agreement also provides that in the event of permanent
disability, the Company shall pay the employee 100% of his base salary at the
rate then in effect for a period of eight months from the date of disability and
at the rate of 60% thereafter for the balance of the term of the agreement. The
Glosser Agreement also provides that such payments shall be reduced by any
payments to which Mr. Glosser is entitled under any disability plan then
maintained by the Company and by any payments to which Mr. Glosser is entitled
under the Federal Social Security disability program.
In May 1996, the Company entered into an Agreement with Edward F.
Ruttenberg, effective May 21, 1996, pursuant to which Edward F. Ruttenberg was
retained to provide services to the Company as directed by the Chairman. This
Agreement provides, among other things (i) that the term of the contract will
expire on June 30, 1997; and (ii) that payments under the contract will be
$4,170 per month.
OTHER TRANSACTIONS
Mr. Alan H. Finegold and Mr. Thomas P. Johnson, directors of the Company,
are respectively a partner in and counsel to the law firm of Kirkpatrick &
Lockhart LLP which has provided legal services to the Company and its
subsidiaries since May 1973 and will continue to provide such services in the
future. Charles E. Harris, Secretary of the Company, is also a partner in
Kirkpatrick & Lockhart LLP.
Mr. Thomas Lynch, IV, a director of the Company, is First Vice President
of Janney, Montgomery and Scott, a brokerage firm which makes a market in the
Common Stock of the Company.
One of the Company's subsidiaries entered into a Manufacturing Agreement
with Signore, Inc., to furnish fabricating, assembly and shipping services. The
Agreement became effective on January 1, 1989 for a term which has been extended
through April 30, 2000. The Agreement provides that the cost to the Company for
these services be equal to Signore's cost divided by 80%. Pursuant to the
Manufacturing Agreement, the Company purchased $3,489,499 and $3,470,582 of
material from Signore, Inc. during 1996 and 1995, respectively, at prices that
the Company believes are at arm's length.
One of the Company's subsidiaries purchases fabricated parts from Rollform
of Jamestown, Inc., a rollforming company owned by Harold J. Ruttenberg and his
wife, Edward F. Ruttenberg, his wife and family, and other relatives of Mr.
Harold J. Ruttenberg. Pursuant to this arrangement, the Company purchased
$90,084, $98,571 and $5,833 of materials from Rollform of Jamestown, Inc. in
1996, 1995 and 1994, respectively, at prices that the Company believes are at
arms length.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the management of the Company, only the following
persons or groups owned of record or beneficially 5% or more of the outstanding
Common Stock of the Company as of March 24, 1997:
Name and Address of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ------------------- ------------------ ---------
Harold J. Ruttenberg 202,082(1) 25.0%
300 South Craig Street
Pittsburgh, PA 15213
Thomas P. Johnson 165,085(2) 20.7%
1500 Oliver Building
Pittsburgh, PA 15222
- ----------
(1) Includes 12,000 shares which Mr. H. J. Ruttenberg has the right to
acquire under stock options. Also includes 54,000 shares held by
Mr. H. J. Ruttenberg's wife, and 2,583 shares held by Rollform of
Jamestown, Inc. with respect to which Mr. H. J. Ruttenberg disclaims
beneficial ownership.
(2) Includes 300 shares owned by Mr. Johnson's wife. Mr. Johnson disclaims
ownership of such shares.
INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Ernst & Young LLP as
independent auditors to audit the financial statements of the Company and its
subsidiaries for the fiscal year ending December 31, 1997 and to report on such
audit to the stockholders of the Company. The firm of Ernst & Young LLP has
audited the Company's books annually since 1964. The Company has been advised
that the representatives of Ernst & Young LLP will be present at the Annual
Meeting of Stockholders and they will have an opportunity to make a statement,
if they desire to do so and they will be available to respond to appropriate
questions.
OTHER MATTERS
The management of the Company knows of no other matters which are to be
brought before the Annual Meeting other than those matters set forth in this
Proxy Statement. However, if any other matters come before the meeting, the
holders of the proxies will vote on such matters in accordance with their best
judgment.
10
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder who intends to submit a proposal for action at the 1998
Annual Meeting of Stockholders must provide notice to the Company which must be
received by the Secretary of the Company before December 9, 1997 in order for
the proposal to be included in management's proxy statement and form of proxy
relating to the 1998 Annual Meeting of Stockholders.
By Order of the Board of Directors
Charles E. Harris
Secretary
April 7, 1997
11
<PAGE>
PROXY
AMERICAN LOCKER GROUP INCORPORATED
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICAN LOCKER GROUP INCORPORATED
The undersigned hereby appoints Harold J. Ruttenberg, Roy J. Glosser, and
Thomas P. Johnson, and each of them, with power of substitution in each, and in
place of each, in case of substitution, his substitute, as proxies or proxy to
represent the undersigned at the Annual Meeting of Stockholders of American
Locker Group Incorporated to be held at the offices of Kirkpatrick & Lockhart
LLP, 1500 Oliver Building, Pittsburgh, Pennsylvania 15222, on May 20, 1997 at
10:00 A.M., Eastern Daylight Time, and at any adjournments thereof, and to vote
with respect to all shares, as fully as the undersigned would be entitled to
vote if personally present (a) in the manner designated hereon with respect to
Proposal 1, and (b) in their discretion on such other matters as may properly
come before the meeting.
(Please Date and Sign on Reverse Side)
<PAGE>
1. ELECTION OF BOARD OF DIRECTORS OF SEVEN MEMBERS
FOR all nominees listed (except as otherwise indicated with respect to
individual nominees) / /
WITHHOLD AUTHORITY to vote for all nominees listed / /
Alan H. Finegold, Roy J. Glosser, Thomas P. Johnson, Thomas Lynch IV, Edward
F. Ruttenberg, Harold J. Ruttenberg and James E. Ruttenberg
(To withhold athority to vote for an individual nominee, write his name on the
following line.)
- --------------------------------------------------------------------------------
(The shares represented by this proxy will be voted "FOR" each nominee unless
authority to vote is withheld in the manner provided above.)
Dated:
----------------------------
- -----------------------------------
Signature
- -----------------------------------
Signature
NOTE: Please sign exactly as name
appears on this card. When signing
as executor, trustee, etc. or as an
officer of a corporation, give full
title as such. If shares are held
jointly, all holders should sign.
PLEASE VOTE, SIGN AND MAIL TODAY
