G&H DRAFT 4/15/98
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement.
|X| Definitive proxy statement.
|_| Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
|_| Definitive additional materials.
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
ASAHI/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)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-(6)(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions 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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(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>
ASAHI/AMERICA, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 27, 1998 - 10:00 A.M.
----------------
You are hereby notified that the Annual Meeting of Stockholders of
Asahi/America, Inc. will be held on Wednesday, May 27, 1998 at 10:00 A.M., at
the offices of Gadsby & Hannah LLP, 225 Franklin Street, 22nd Floor, Boston,
Massachusetts, to consider and act upon the following matters:
1. To elect three (3) Directors, with their terms to expire at the 2001
Annual Meeting of Stockholders;
2. To ratify the action of the Directors reappointing Arthur Andersen LLP
as auditors for the Company for the fiscal year ending December 31,
1998; and
3. To transact such other business as may properly come before the
meeting.
If you are unable to attend the meeting personally, please be sure to
date, sign and return the enclosed proxy in the envelope provided to: Boston
EquiServe Limited Partnership, 150 Royall Street, Canton, Massachusetts 02021.
Only stockholders of record on the books of the Company at the close of
business on April 10, 1998, are entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
BURTON WINNICK,
Clerk
Dated: April 21, 1998
<PAGE>
ASAHI/AMERICA, INC.
EXECUTIVE OFFICES:
35 Green Street
Malden, Massachusetts 02148
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PROXY STATEMENT
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VOTING PROCEDURES
This proxy statement and the accompanying proxy card are first being
mailed to stockholders commencing on or about April 21, 1998. The accompanying
proxy is solicited by the Board of Directors of Asahi/America, Inc. (the
"Company" or "Asahi"), for use at the Annual Meeting of Stockholders to be held
on May 27, 1998, and any adjournment or adjournments thereof (the "Meeting").
The cost of soliciting proxies will be borne by the Company. Directors,
officers and employees of the Company may assist in the solicitation of proxies
by mail, telephone, facsimile and personal interview without additional
compensation.
When a proxy is returned properly signed, the shares represented thereby
will be voted by the persons named as proxies in accordance with the
stockholder's directions. You are urged to specify your choices on the enclosed
proxy card. If a proxy is signed and returned without specifying choices, the
shares will be voted 'FOR' proposals 1 and 2 and in the discretion of the
persons named as proxies in the manner they believe to be in the best interests
of the Company as to other matters that may properly come before the Meeting. A
stockholder giving a proxy may revoke it at any time before it is voted at the
Meeting by written notice to the Company, by oral notice to the Clerk at the
Meeting or by submitting a later dated proxy.
The Board of Directors has fixed April 10, 1998 as the record date for the
Meeting. Only stockholders of record on the record date are entitled to notice
of and to vote at the Meeting. On the record date, there were 3,370,169 shares
of Common Stock of the Company ("Common Stock") issued and outstanding. The
holders of Common Stock do not have cumulative voting rights.
For all Items on the agenda, the holders of a majority in interest of
Common Stock issued and outstanding and entitled to vote and present in person
or represented by proxy, will constitute a quorum. Shares represented by all
proxies received, including proxies that withhold authority for the election of
Directors and/or abstain from voting on an Item, as well as "broker non-votes,"
discussed below, count toward establishing the presence of a quorum.
Assuming the presence of a quorum, Directors of the Company are elected by
majority vote of the Common Stock present in person or represented by proxy and
voting in the election of Directors. Shares may be voted for or withheld from
each nominee for election as a Director. Shares for which the vote is withheld
and "broker non-votes" will be excluded entirely and will have no effect on the
election of Directors of the Company.
Assuming the presence of a quorum, Item 2 must be approved by affirmative
vote of a majority of the shares of Common Stock present in person or
represented by proxy and voting on such matter. Shares represented by proxies
which are marked "abstain" for Item 2 on the proxy card and proxies which are
marked to deny discretionary authority on other matters will not be included in
the vote totals for those items and, therefore, will have no effect on the
votes for Items 1 or 3.
Under applicable rules, brokers who hold shares of the Company's Common
Stock in street name have the authority to vote the shares in the broker's
discretion on "routine" matters if they have not received specific instruc-
<PAGE>
tions from the beneficial owner of the shares. Item 1, the uncontested election
of Directors, and Item 2, the ratification of independent accountants are
"routine" matters for this purpose. With respect to matters which are
determined by the appropriate broker-dealer regulatory organization to be
"non-routine", brokers may not vote shares held in street name without specific
instructions from the beneficial owner. If a broker holding shares in street
name submits a proxy card on which the broker physically lines out the matter
(whether it is "routine" or "non-routine") or does not indicate a specific
choice "for," "against" or "abstain" on a matter that is "non-routine," that
action is called a "broker non-vote" as to that matter. Broker "non-votes" with
respect to "routine" matters such as Items 1 and 2 on the agenda for this
meeting, or "non-routine" matters, are not counted in determining the number of
votes cast with respect to the matter. If a broker submits a proxy but does not
indicate a specific choice on a "routine" matter, the shares will be voted as
specified in the proxy card. At the Meeting, shares represented by such proxy
card would be voted for the election of the Director nominees and for the
ratification of the independent accountants.
ELECTION OF DIRECTORS
Item 1 On Proxy Card
The Board of Directors currently consists of seven members, divided as
nearly as possible into three classes each having an equal number of Directors,
with the terms of each class staggered so that the term of one class expires at
each annual meeting of the stockholders.
Nominees Samuel J. Gerson, Nannette S. Lewis and Masashi Uesugi, the
Directors whose terms expire at the 1998 Annual Meeting, are all currently
members of the Board. Unless otherwise instructed in the proxy, all proxies
will be voted for the election of each of the nominees to a three-year term
expiring at the 2001 Annual Meeting, with each to hold office until his
successor has been duly elected and qualified. Stockholders who do not wish
their shares to be voted for a particular nominee may so indicate by striking
out the name of the nominee(s) on the proxy card. Management does not
contemplate that any of the nominees will be unable to serve, but in that
event, proxies solicited hereby will be voted for the election of another
person or persons to be designated by the Board of Directors.
The Board of Directors recommends that you vote "FOR" each of the
nominees.
Information Regarding Nominees, Directors and Executive Officers
The following table and biographical descriptions set forth information
regarding the principal occupation, other affiliations, committee memberships
and age, for the nominees for election as a Director, each Director continuing
in office and the executive officers of the Company who are not Directors,
based on information furnished to the Company by each Director and officer. The
following information is as of March 31, 1998 unless otherwise noted.
<TABLE>
<CAPTION>
Term as a
Name Age Position with Company Director Ends
- ------------------------------- ----- ---------------------------------- --------------
<S> <C> <C> <C>
Nominees for Election:
Samuel J. Gerson ............. 56 Director (1) (2) 2001*
Nannette S. Lewis ............ 48 Director 2001*
Masashi Uesugi ............... 57 Director (1) (2) 2001*
Directors continuing in Office:
Leslie B. Lewis .............. 57 Chairman of the Board, President 2000
and Chief Executive Officer
Jeffrey C. Bloomberg ......... 50 Director (1) (2) 2000
Masahiro Inoue ............... 45 Director 1999
Martin J. Reid ............... 56 Director 1999
</TABLE>
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*Assuming election at this Annual Meeting.
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
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Nominees for Election as Directors
Samuel J. Gerson has been a Director of the Company since the closing of
the Company's public offering in May 1996. Mr. Gerson has been Chairman of the
Board and Chief Executive Officer of Filene's Basement, Inc. since January
1984. He is a Director of Bon Ton Stores, Inc.
Nannette S. Lewis has been a Director of the Company since 1989. Mrs.
Lewis has been the President and principal of Nannette Lewis Interiors, Inc.,
which has been engaged in providing commercial and residential interior design
services for more than ten years.
Masashi Uesugi has been a Director of the Company since 1997. Since April
1997, Mr. Uesugi has been the Executive Vice President of Nichimen America,
Inc., a United States subsidiary of Nichimen Corporation. Prior thereto, since
1964 Mr. Uesugi was continuously employed by Nichimen Corporation in a number
of managerial capacities, last as Deputy Senior General Manager of the Plastic
Division.
Directors Continuing In Office
Leslie B. Lewis has served as President and Chief Executive Officer of the
Company since November 1989. Prior thereto, for more than 19 years, he served
in various executive management positions with the Company. Mr. Lewis has been
a Director of the Company since 1977. He was elected Chairman of the Board in
October 1996. Mr. Lewis is also the Chairman of Quail Piping Products, Inc., a
wholly owned subsidiary of the Company.
Jeffrey C. Bloomberg has been a Director of the Company since the closing
of the Company's public offering in May 1996. Mr. Bloomberg is the President
and principal of Bloomberg Associates, Inc., a private investment banking firm
that he founded in January 1994. For 14 years prior thereto, Mr. Bloomberg was
associated with the investment banking firm of Bear, Stearns & Co., Inc.,
including as a Senior Managing Director from 1985 through November 1993, and as
a General Partner of its predecessor. Mr. Bloomberg is a Director of Tweeter
Home Entertainment Group (formerly known as New England Audio Company, Inc.), a
privately held retailer of audio and video hardware.
Masahiro Inoue has served as a Director of the Company since March 1998.
Mr. Inoue has been a Manager of the Plastics Department (Industrial Materials)
of Nichimen Corporation since 1993. Prior thereto, Mr. Inoue was the Manager of
the Plastics Department of Nichimen America Inc.'s New York office since 1988,
and in the Plastics Sales Department from 1978 to 1988. Mr. Inoue began his
career with Nichimen Corporation in the Plastics Department Delivery Section in
1976, after graduating from Niigata University.
Martin J. Reid has been a Director of the Company since April 1998. Mr.
Reid is President, Chief Executive Officer and a Director of Ibis Technology
Corporation, a publicly held corporation that supplies technology for computer
and related semiconductor integrated circuits. Prior to joining Ibis in 1997,
Mr. Reid served as a Strategy and Technology Consultant (from 1996 to 1998),
President and Chief Executive Officer (from 1985 to 1991) and as a Director
(from 1985 to 1998) of Alpha Industries, Inc., a publicly held worldwide
supplier of telecommunications components to the wireless cellular and personal
communications services markets. Prior thereto, Mr. Reid was a Radar and
Electrical Wiring Subsystem Manager for Sanders Associates, Inc. from 1966 to
1970 and a Design Engineer for microwave products at Raytheon, Inc. from 1964
to 1970. Mr. Reid currently serves as a Director of Ibis Technology Corporation
and of Secure Technology, Inc.
Executive Officers Who Are Not Directors
Kozo Terada has served in his current positions as Vice President,
Treasurer and Chief Financial Officer since May 1993, and served as a Director
from May 1993 until March 1996. Prior to assuming his positions with the
Company, he held various management positions with Nichimen Corporation for
more than 24 years, last as a manager in the Plastics Division.
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<PAGE>
Ronald J. Richards has been Vice president of Sales of the Company since
September 1997. Prior thereto Mr. Richards was the Company's National Sales
Manager from 1995 until 1997, and he started with the Company as Western
Regional Sales Manager in 1991.
Robert B. Lewis has served as a Vice President and the Company's General
Manager since September 1997. Mr. Lewis was an Assistant Vice President of
Marketing and Sales of the Company from 1995 to August 1997, and served as
Customer Service Manager from 1993 to 1995. Mr. Lewis started with the Company
in 1990 as a Customer Service Representative, which capacity he served in until
1993. Mr. Lewis holds a B.A. degree from Colby College and a Masters in
Business Administration from Northeastern University.
The Board of Directors and Its Committees
The Company's Board of Directors held four meetings and had twelve actions
by written consent, during fiscal year 1997. The Board of Directors established
an Audit Committee and a Compensation Committee in May 1996.
The Audit Committee, which held one meeting in fiscal year 1997, meets
with the Company's auditors and principal financial personnel to review the
results of the annual audit. The Audit Committee also reviews the scope of, and
establishes fees for, audit and non-audit services performed by the independent
accountants, reviews the independence of the independent accountants and the
adequacy and effectiveness of the Company's internal accounting controls. The
Audit Committee consists of three members, currently Messrs. Uesugi, Bloomberg
and Gerson, and is reconstituted annually.
The Compensation Committee, which held three meetings, including two
actions by written consent, in fiscal year 1997, recommends to the Board of
Directors the compensation of the Company's executive officers. It also
administers the Company's 1996 Equity Incentive Plan and 1996 Employee Stock
Purchase Plan. The Compensation Committee consists of three members, currently
Messrs. Uesugi, Bloomberg and Gerson, and is reconstituted annually.
All Directors attended at least 75% of the meetings of the Board and of
the committees of which they are members.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee has interlocking or
other relationships with other boards or with the Company that would call into
question his or her independence as a Committee member.
Compensation of Directors
Directors who are not employees of the Company or affiliated with or
related to a principal stockholder of the Company receive a quarterly fee of
$1,875 for serving on the Board and a fee of $500 for each Board or Committee
meeting attended, plus reimbursement of out-of-pocket expenses for attendance
at such meetings.
Under a formula-based stock option plan for independent Directors (the
"Directors' Plan"), each current Director who is not an employee or affiliated
with or related to a principal stockholder of the Company as of the adoption of
the Directors' Plan or first elected after the effective date of the Directors'
Plan will receive, upon his or her election to the Board, a one-time grant of
an option to purchase 10,000 shares of the Company's Common Stock. All such
options will have an exercise price per share equal to the fair market value of
a share of Common Stock on the date of election to the Board, will be fully
vested when granted, and will be exercisable for a period of 5 years.
In connection with the Company's recent purchase and renovation of a
facility adjacent to its headquarters and the correlated renovations to its
existing facility, the Company retained Nannette Lewis Interiors, Inc. ("NLI")
to perform interior design services. The Company paid NLI approximately $11,295
in 1997 for products and services. Nannette Lewis, a Director of the Company,
is the sole stockholder of NLI.
4
<PAGE>
RATIFICATION OF CHOICE OF INDEPENDENT ACCOUNTANTS
Item 2 on Proxy Card
The Board of Directors has reappointed the firm of Arthur Andersen LLP,
independent accountants to audit the books, records and accounts of the Company
and its subsidiaries for the fiscal year ending December 31, 1998. In
accordance with a resolution of the Board of Directors, this selection is being
presented to the stockholders for ratification at the Meeting.
Arthur Andersen LLP has no direct or indirect material financial interest
in the Company or its subsidiaries. Representatives of Arthur Andersen LLP are
expected to be present at the Meeting and will be given the opportunity to make
a statement on behalf of Arthur Andersen LLP if they so desire. The
representatives also will be available to respond to appropriate questions
raised by those in attendance at the Meeting.
Proxies solicited by management will be so voted unless stockholders
specify otherwise. Ratification by the stockholders is not required. If the
proposal is not approved by the stockholders, the Board of Directors will not
change the appointment for fiscal 1998, but will consider the stockholder vote
in appointing auditors for fiscal 1999.
The Board of Directors recommends that you vote "FOR" the reappointment of
Arthur Andersen LLP as independent accountants for fiscal year 1998
OTHER BUSINESS
In addition to the business described above, there will be remarks by the
Chairman of the Board and Chief Executive Officer and a general discussion
period during which stockholders will have an opportunity to ask questions
about the Company.
As of the date of this proxy statement, the management of the Company
knows of no matter not specifically referred to above as to which any action is
expected to be taken at the meeting of stockholders. It is intended, however,
that the persons named as proxies will vote the proxies, insofar as they are
not otherwise instructed, regarding such other matters and the transaction of
such other business as may be properly brought before the meeting, as seems to
them to be in the best interest of the Company and its stockholders.
EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors
Prior to the Company's public offering in May 1996 and the concurrent
election of the Company's Compensation Committee, the Board of Directors
determined the compensation and benefits of all executive officers of the
Company. With the election of the Compensation Committee (the "Committee"), the
Board delegated that task to the Committee and charged the Committee with the
task of reviewing general policy matters relating to compensation and benefits
of employees of the Company, and making recommendations concerning these
matters to the Board of Directors. The Committee also administers the Company's
1996 Equity Incentive Plan.
The compensation policy of the Company for its executive officers is based
on the following principles:
[bullet] The compensation program should support the strategic and
financial objectives of the Company by rewarding its executive
officers for regular and significant improvement in earnings and
increase in the value of the Company's Common Stock;
[bullet] The compensation program should reflect the highly competitive
nature of the industry in which the Company operates; and
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[bullet] An important part of the compensation program is to provide
performance-based incentives to executive officers by way of
equity ownership so that, with successful performance and the
consequent increase in the value of the Company, their interests
become more and more aligned with those of the owners of the
Company's Common Stock.
The Company markets and sells thermoplastic valves, piping systems and
components for use in a variety of environmentally sensitive and industrial
applications, including, semiconductor manufacturing, chemical processing,
waste treatment processing and pharmaceutical manufacturing. The Company also
manufactures pneumatic and electric actuators and controls, double containment
piping systems, flow meter devices, industrial filtration equipment and related
products. The industrial valve, pipe and fittings market is very fragmented,
with many manufacturers and suppliers. The Company estimates that there are
more than 100 suppliers of metal valves and at least a dozen suppliers of
thermoplastic valves. The Company believes that there are two companies which
have significant shares of both markets, one additional significant competitor
in the valve market and three additional significant competitors in the pipe
market.
The executive officers' salaries, bonuses and, when granted, options to
purchase stock of the Company, have been determined based on the subjective
evaluation of a variety of factors, each of which is weighted, again
subjectively, by each member of the Board or Committee (as the case may be)
according to his or her own experience and background. Among the criteria used
in making such evaluation of the appropriate compensation of each executive
officer are:
[bullet] his influence on the performance of the Company through his
management, financial and/or sales skills;
[bullet] his ability to work with other executive officers in carrying out
corporate policies;
[bullet] his ability to work with, influence and effectuate the policies of
the Board of Directors;
[bullet] his skill in long range planning for the Company's future growth
and activities; and
[bullet] the manner in which he positions the Company to succeed in what
has been in recent years a very competitive market.
These criteria are used in determining each element of compensation. Except for
the bonus determination with respect to the Chief Executive Officer and the
determination of the pool, if any, to be available for the Company's profit
sharing plan, there is no specific relationship between the performance of the
Company and the compensation of the executive officers. With respect to bonuses
for officers other than the Chief Executive Officer, however, performance of
the Company is given more weight than the other criteria.
The salary shown in the Summary Compensation Table represents the fixed
portion of compensation for each named executive officer for the year.
In 1995, the Board approved employment agreements with Leslie B. Lewis and
Timothy L. Robinson, and in April 1996, an employment agreement with Kozo
Terada. The employment agreement with Mr. Lewis, which was amended and restated
in its entirety in December 1997, is for an initial term of three years, which
commenced on January 1, 1996, and which is automatically extended for
additional one year periods thereafter unless either party gives the
appropriate notice of non-renewal forty-five days prior to the end of a term.
Mr. Lewis' agreement provides for an annual base salary of $300,000 ($330,000
during any extension period). Mr. Lewis is also eligible to receive an annual
bonus equal to the sum of (i) $100,000 multiplied by a fraction (not greater
than one), the numerator of which is the Company's net operating income ("NOI")
for such year and the denominator of which is the Company's target net
operating income ("Target NOI") specified in the agreement for that year plus
(ii) an amount equal to 10% of the amount by which NOI for the year exceeds
Target NOI for the year. For purposes of the agreement, NOI is the Company's
net income before taxes, depreciation, amortization and certain other defined
expenses. To the extent that NOI exceeds Target NOI for any year, it is Mr.
Lewis' option to include such excess in the calculation of the Target NOI for
the given year or to carry forward the amount and add it to NOI in the
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<PAGE>
following year. Pursuant to the agreement, the Company is obligated to maintain
Key Man life insurance on Mr. Lewis in the amount of $5 million, and if Mr.
Lewis is still employed with the Company on December 31, 2005, to use the
accumulated cash surrender value of the policy, if any, in excess of total
premiums paid (which will be refunded to the Company) to fund a retirement
benefit for Mr. Lewis, and he has the right thereafter, at the time he leaves
the employ of the Company, to designate the beneficiary under the policy. In
the event Mr. Lewis' employment is terminated without cause or he resigns for
"Good Reason" (as defined in the employment agreement), Mr. Lewis is entitled
to severance pay consisting of his base salary at the time of termination for a
period of twenty-four months, including bonus and other benefits. In addition,
if there is a "Change in Control" (as such events are defined in Mr. Lewis'
agreement), Mr. Lewis is entitled to receive a sum equal to 2.99 times his
"base amount" within the meaning of Section 280G(b)(3) of the Internal Revenue
Code.
The Company's three-year employment agreement with Mr. Robinson commenced
as of November 1, 1995, and was to terminate on December 31, 1998. Under the
agreement, Mr. Robinson was entitled to base compensation of $165,000 in 1996,
with annual increases of $5,000 thereafter. Mr. Robinson died in August 1997.
The Company's employment agreement with Mr. Terada commenced on May 1,
1996 and terminates on December 31, 1998. Under the agreement, Mr. Terada is
entitled to base compensation of $140,000 with annual increases of $5,000
thereafter. Mr. Terada will be entitled to receive bonuses at such times and in
such amounts as the Committee may determine in its discretion.
In order to provide appropriate and continuing long-term incentives to the
named executive officers who were not stockholders of the Company, and in order
to align more fully the interests of the stockholders and the named executive
officers, the Company granted new options for 75,000 shares in the aggregate to
the named executive officers effective with the closing of the public offering,
with Mr. Robinson receiving options for 50,000 shares and Mr. Terada receiving
options for 25,000 shares. As these options were granted with exercise prices
equal to the market value of the Common Stock on the grant date, they provide
incentive for the creation of stockholder value over the long term since their
full benefit cannot be realized unless there occurs over time an appreciation
in the price of the Common Stock. The Committee considers the number of shares
to be an appropriate incentive for such executive officers to continue to focus
on building stockholder value.
The Company's 1996 Equity Incentive Plan ("Equity Plan") was adopted by
the Board of Directors and stockholders of the Company on March 11, 1996. A
total of 330,000 shares of Common Stock have been reserved for awards under the
Equity Plan. The Equity Plan is intended to be an incentive to the key
employees of, and persons who provide services to, the Company by enabling them
to acquire or increase their proprietary interest in the Company. The Committee
may make awards under the Equity Plan in the form of stock options (both
qualified and non-qualified), stock appreciation rights, performance shares,
restricted stock or stock units. The Committee has complete authority to
designate persons to receive awards, to grant the awards, to determine the form
of the award and to fix all terms of any awards granted. Qualified stock
options (which are intended to qualify as incentive stock options under Section
422 of the Internal Revenue Code) may be granted only to employees of the
Company and must have an exercise price of not less than 100% of the fair
market value of the Company's Common Stock on the date of grant (110% for
qualified options granted to any 10% stockholder of the Company). The aggregate
exercise price of the shares as to which a qualified stock option becomes
exercisable in any year may not exceed $100,000. The term of qualified stock
options may not exceed ten years (five years in the case of options granted to
any 10% stockholder of the Company). Non-qualified stock options and other
stock awards may be granted on such terms (as to date of grant, vesting, number
of shares, exercise price in the case of options, purchase price, restrictions
on transfer, forfeiture and other provisions) as the Committee may determine.
The Equity Plan may be suspended or discontinued by the Board and may be
amended by the Board, except that the stockholders of the Company must approve
any amendment if such approval is required to comply with any applicable tax or
regulatory requirement.
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The Committee has reviewed the potential consequences for the Company of
Section 162(m) of the Internal Revenue Code, which imposes a limit on tax
deductions for annual compensation in excess of one million dollars paid to any
of the five most highly compensated executive officers of the employing
company. Based on such review, the Compensation Committee believes that the
limitation had no effect on the Company in 1997 nor will it have any effect on
the Company in 1998.
Respectfully submitted,
Jeffrey C. Bloomberg
Samuel J. Gerson
Masashi Uesugi
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<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
paid or accrued by the Company during the fiscal years ended December 31, 1995,
1996 and 1997, to or for the Company's Chief Executive Officer and its four
other most highly compensated executive officers whose salary and bonus
combined exceeded $100,000 for fiscal year 1997.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------------- -------------
Other Annual Securities All Other
Compen- Underlying Compen-
Name and Principal Position Year Salary ($) Bonus ($) sation ($) Options (#) sation ($)
- --------------------------------- ------ ------------ ----------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Leslie B. Lewis ................. 1997 300,000 108,718 41,795(1) -- 15,976(1)
Chairman, Chief 1996 300,000 108,718 39,980(1) -- 19,243(1)
Executive Officer and 1995 300,000 100,000 33,831(1) -- 39,420(2)
President
Timothy L. Robinson (3) ......... 1997 113,913 40,000 15,600(4) -- 12,441(4)
Executive Vice President 1996 165,000 40,000 27,853(4) 50,000 --
and Chief Operating 1995 160,000 25,000 28,760(4) -- 5,000(2)
Officer
Kozo Terada (5) ................. 1997 145,000 25,000 14,997(6) -- 10,373(6)
Vice President, Treasurer 1996 128,673 -- 22,788(6) 25,000 --
and Chief Financial Officer
Ronald J. Richards .............. 1997 121,000 13,110 4,000(7) -- 14,599(8)
Vice President Sales 1996 99,000 19,000 3,000(7) 9,000 3,418(7)
1995 81,900 33,776 1,500(7) -- 12,816(8)
Robert B. Lewis ................. 1997 77,766 15,000 18,515(9) -- 11,944(9)
Vice President and 1996 74,108 15,000 18,619(9) 25,000 12,607(9)
General Manager 1995 71,254 -- 13,345(9) -- 11,703(9)
</TABLE>
- ----------
(1) Includes non-accountable travel expense allowance, disability insurance,
personal travel expenses (1995 only), payment of health care expenses not
covered by the Company's employee health care plan, $9,500, $9,500 and
$9,240 for 1997, 1996 and 1995 respectively contributed by the Company for
Mr. Lewis under the Company's 401(k) plan, $5,459, $5,460 and $6,469 for
1997, 1996 and 1995 respectively contributed by the Company for Mr. Lewis
pursuant to the Company's Profit Sharing Plan and $11,068, $15,522 and
$11,473 for 1997, 1996 and 1995 respectively for car lease and insurance
expenses. Does not include any amount related to a ten-year fixed premium
Key Man life insurance policy on the life of Mr. Lewis as to which the
Company is the owner and beneficiary. If Mr. Lewis remains in the employ
of the Company for ten years, the cash surrender value of the policy, if
any, in excess of total premiums paid (which will be reimbursed to the
Company) will be used to fund a retirement benefit for Mr. Lewis and he
has the right thereafter, at the time he leaves the employ of the Company,
to designate the beneficiary under the policy.
(2) Messrs. Lewis and Robinson received these one-time payments for Company
buyouts of accrued but unused vacation time as a result of a change in
Company policy to limit the amount of unused vacation time that employees
may carry forward from year to year.
(3) Mr. Robinson died in August 1997.
(4) Includes non-accountable travel expense allowance, disability insurance,
payment of health care expenses not covered by the Company's employee
health care plan, 6,766, $9,500 and $9,240 for 1997, 1996 and 1995
9
<PAGE>
respectively contributed by the Company for Mr. Robinson under the
Company's 401(k) plan and $5,459, $5,460 and $6,469 for 1997, 1996 and 1995
respectively, contributed by the Company for Mr. Robinson under the
Company's Profit Sharing Plan and $6,117, $12,261 and $11,886 for 1997,
1996 and 1995 respectively for car lease and insurance expenses.
(5) During 1995, although he worked full-time for the Company, Kozo Terada,
the Company's Vice President, Treasurer and Chief Financial Officer, was
an employee of Nichimen America Inc., one of the Company's principal
stockholders. The Company paid a total of $160,000 to Nichimen America
Inc. in 1995 for management fees, which included Mr. Terada's services.
Nichimen America Inc. paid Mr. Terada his salary and provided any employee
benefits to which he was entitled under its plans.
(6) Includes non-accountable travel expense allowance, disability insurance,
payment of health care expenses not covered by the Company's health care
plan, $9,483 and $5,000 in 1997 and 1996 respectively contributed by the
Company for Mr. Terada pursuant to the Company's 401(k) plan, $4,816 and
$4,816 in 1997 and 1996 respectively contributed by the Company for Mr.
Terada under the Company's Profit Sharing Plan and $7,427 and $9,537 in
1997 and 1996 respectively for car lease and insurance payments.
(7) Includes disability insurance, payment of health care expenses not covered
by the Company's health care plan, car insurance payments, and $3,293,
$3,418 and $3,816 in 1997, 1996 and 1995 respectively contributed by the
Company for Mr. Richards under the Company's Profit Sharing Plan.
(8) Includes one-time payments by the Company for $11,306 in relocation
expenses in 1997 and a $9,000 car allowance in 1995.
(9) Includes non-accountable travel expense allowance, disability insurance,
payment of health care expenses not covered by the Company's health care
plan, $5,000 in each of 1997, 1996 and 1995 contributed by the Company for
Robert Lewis pursuant to the Company's 401(k) plan, $1,924, $2,792 and
$1,888 in 1997, 1996 and 1995 respectively contributed by the Company for
Robert Lewis under the Company's Profit Sharing Plan, $10,352, $12,174 and
4,054 in 1997, 1996 and 1995 respectively contributed by the Company for
car lease payments, and includes a one-time payment by the Company of
$11,541 for tuition reimbursement in 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
This Table has been excluded because there were no option/SAR grants to
any of the aforementioned executive officers in the fiscal year ended December
31, 1997.
FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at in-the-Money Options at
Fiscal Year End (#) Fiscal Year End ($)
--------------------------------- --------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------------------------- --------------------------
<S> <C> <C>
Leslie B. Lewis ............. -- --
Timothy L. Robinson ......... 16,666/0 --
Kozo Terada ................. 8,333/16,667 --
Ronald J. Richards .......... 3,000/6,000 --
Robert B. Lewis ............. 8,333/16,667 --
</TABLE>
10
<PAGE>
PERFORMANCE GRAPH
The following graph compares the annual percentage change in the Company's
cumulative total stockholder return on its Common Stock during a period
commencing on May 15, 1996 (the date of the Company's initial public offering)
and ending December 31, 1997 (as measured by dividing (i) the sum of (A) the
cumulative amount of dividends for the measurement period; assuming dividend
reinvestment, and (B) the difference between the Company's share price at the
end and the beginning of the measurement period; by (ii) the share price at the
beginning of the measurement period) with the cumulative total return during
such period of The NASDAQ Stock Market Index and a Peer Issuer Index which
consists of the performance of the securities of MFRI, Inc., a company engaged
in a similar industry as the Company, assuming a $100 investment on May 15,
1996. It should be noted that the Company has not paid any dividends on the
Common Stock, and no dividends are included in the representation of the
Company's performance. The stock price performance on the graph below is not
necessarily indicative of future price performance.
COMPARE CUMULATIVE TOTAL RETURN
AMONG ASAHI/AMERICA, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
[TABULAR REPRESENTATION OF LINE CHART]
<TABLE>
<CAPTION>
Measurement Period NASDAQ
(Fiscal Year Covered) Asahi/America, Inc. Peer Issuer Index Stock Market Index
- ----------------------- --------------------- ------------------- -------------------
<S> <C> <C> <C>
05/15/96 100.00 100.00 100.00
12/31/96 87.84 117.59 102.89
12/31/97 65.54 102.89 125.86
</TABLE>
ASSUMES $100 INVESTED ON MAY 15, 1996--ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1997
Employment Agreements
In 1995, the Board approved employment agreements with Leslie B. Lewis and
Timothy L. Robinson, and in April 1996, an employment agreement with Kozo
Terada. The employment agreement with Mr. Lewis, which was amended and restated
in its entirety in December 1997, is for an initial term of three years, which
commenced on January 1, 1996, and which is automatically extended for
additional one year periods thereafter unless either party gives the
appropriate notice of non-renewal forty-five days prior to the end of a term.
Mr. Lewis' agreement provides for an annual base salary of $300,000 ($330,000
during any extension period). Mr. Lewis is also eligible to receive an annual
bonus equal to the sum of (i) $100,000 multiplied by a fraction (not greater
than one), the numerator of which is the Company's net operating income ("NOI")
for such year and the denominator of which
11
<PAGE>
is the Company's target net operating income ("Target NOI") specified in the
agreement for that year plus (ii) an amount equal to 10% of the amount by which
NOI for the year exceeds Target NOI for the year. For purposes of the
agreement, NOI is the Company's net income before taxes, depreciation,
amortization and certain other defined expenses. To the extent that NOI exceeds
Target NOI for any year, it is Mr. Lewis' option to include such excess in the
calculation of the Target NOI for the given year or to carry forward the amount
and add it to NOI in the following year. Pursuant to the agreement, the Company
is obligated to maintain Key Man life insurance on Mr. Lewis in the amount of
$5 million, and if Mr. Lewis is still employed with the Company on December 31,
2005, to use the accumulated cash surrender value of the policy, if any, in
excess of total premiums paid (which will be refunded to the Company) to fund a
retirement benefit for Mr. Lewis, and he has the right thereafter, at the time
he leaves the employ of the Company, to designate the beneficiary under the
policy. In the event Mr. Lewis' employment is terminated without cause or he
resigns for "Good Reason" (as defined in the employment agreement), Mr. Lewis
is entitled to severance pay consisting of his base salary at the time of
termination for a period of twenty-four months, including bonus and other
benefits. In addition, if there is a "Change in Control" (as such events are
defined in Mr. Lewis' agreement), Mr. Lewis is entitled to receive a sum equal
to 2.99 times his "base amount" within the meaning of Section 280G(b)(3) of the
Internal Revenue Code.
The Company's three-year employment agreement with Mr. Robinson commenced
as of November 1, 1995, and was to terminate on December 31, 1998. Under the
agreement, Mr. Robinson was entitled to base compensation of $165,000 in 1996,
with annual increases of $5,000 thereafter. Mr. Robinson died in August 1997.
The Company's employment agreement with Mr. Terada commenced on May 1,
1996 and terminates on December 31, 1998. Under the agreement, Mr. Terada is
entitled to base compensation of $140,000 with annual increases of $5,000
thereafter. Mr. Terada will be entitled to receive bonuses at such times and in
such amounts as the Committee may determine in its discretion.
Stock Option Plans
1996 Equity Incentive Plan. The Company's 1996 Equity Incentive Plan
("Equity Plan") was adopted by the Board of Directors and stockholders of the
Company on March 11, 1996, and was effective as of May 15, 1996. A total of
330,000 shares of Common Stock have been reserved for awards under the Equity
Plan. The Equity Plan is intended to be an incentive to the key employees of,
and persons who provide services to, the Company by enabling them to acquire or
increase their proprietary interest in the Company. The Equity Plan is
administered by the Compensation Committee of the Company's Board of Directors
("Committee"). The Committee may make awards under the Equity Plan in the form
of stock options (both qualified and non-qualified), stock appreciation rights,
performance shares, restricted stock or stock units. The Committee has complete
authority to designate persons to receive awards, to grant the awards, to
determine the form of the award and to fix all terms of any awards granted.
Qualified stock options (which are intended to qualify as incentive stock
options under section 422 of the Internal Revenue Code) may be granted only to
employees of the Company and must have an exercise price of not less than 100%
of the fair market value of the Company's Common Stock on the date of grant
(110% for qualified options granted to any 10% stockholder of the Company). The
aggregate exercise price of the shares as to which a qualified stock option
becomes exercisable in any year may not exceed $100,000. The term of qualified
stock options may not exceed ten years (five years in the case of options
granted to any 10% stockholder of the Company). Non-qualified stock options and
other stock awards may be granted on such terms (as to date of grant, vesting,
number of shares, exercise price in the case of options, purchase price,
restrictions on transfer, forfeiture and other provisions) as the Committee may
determine. The Equity Plan may be suspended or discontinued by the Board and
may be amended by the Board, except that the stockholders of the Company must
approve any amendment if such approval is required to comply with any
applicable tax or regulatory requirement.
12
<PAGE>
Independent Directors' Stock Option Plan. The Board of Directors adopted
an Independent Directors' Stock Option Plan which was approved by the Company's
stockholders on March 11, 1996, effective as of the closing of the Company's
public offering. The Plan was amended by the Board of Directors in 1998 to
provide that an aggregate of 30,000 shares of Common Stock shall be reserved
under the Plan. The Plan authorizes the issuance of an option to each Director
who is neither an employee of the Company nor the holder of, or affiliated with
a holder of, five percent or more of the Company's Common Stock, to purchase up
to 10,000 shares of the Company's Common Stock at a purchase price equal to the
fair market value of the Common Stock on the date of election to the Board of
Directors. Pursuant to the plan, each of Messrs. Bloomberg and Gerson received
a five-year fully vested option to purchase 10,000 shares of Common Stock. Mr.
Reid received a five-year fully vested option to purchase 10,000 shares of
Common Stock upon his election to the Board of Directors in April 1998.
OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth certain information as of March 31, 1998,
with respect to the Company's Common Stock owned by (i) each Director of the
Company, (ii) all executive officers who are not Directors, (iii) all Directors
and executive officers of the Company as a group, and (iv) each person who is
known by the Company to beneficially own more than five percent of the
Company's capital stock. Unless otherwise indicated in the footnotes to the
table, all stock is owned of record and beneficially by the persons listed in
the table.
<TABLE>
<CAPTION>
Name and, with respect to owner of more than 5%, address Number Percent
- ------------------------------------------------------------------ --------- ----------
<S> <C> <C>
Leslie B. Lewis (2) (3) .......................................... 925,885 27.5%
President, Chief Executive Officer
and Chairman of the Board
c/o Asahi/America, Inc.
35 Green Street
Malden, MA 02148
Nannette S. Lewis, Director (3) .................................. 925,885 27.5%
Jeffrey C. Bloomberg, Director (4) ............................... 17,500 *
Samuel J. Gerson, Director (5) ................................... 15,000 *
Masashi Uesugi, Director ......................................... --
Masahiro Inoue, Director ......................................... --
Martin J. Reid, Director (6) ..................................... 10,000 *
Kozo Terada, Vice President, Treasurer (7)
and Chief Financial Officer ..................................... 18,779 *
Ronald J. Richards, Vice President Sales (8) ..................... 7,112 *
Robert B. Lewis, Vice President and General Manager (9) .......... 17,966 *
Asahi Organic Chemicals Industry Co., Ltd. ....................... 491,470 14.6%
15-9, Uchikanda 2 Chome
Chiyodaku, Tokyo
Japan
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Name and, with respect to owner of more than 5%, address Number Percent
- ---------------------------------------------------------- ----------- ----------
<S> <C> <C>
Nichimen Corporation (10) ................................ 491,470 14.6%
1-23, Shiba 4-Chome
Minato-Ku, Tokyo 108
Japan
Nichimen America Inc. (10) ............................... 147,585 4.4%
1185 Avenue of the Americas
New York, NY 10036
Wells Fargo Bank, N.A., as Executor (11) ................. 207,257 6.1%
of the Estate of Alan Baker
Northern California Estate Division
420 Montgomery Street
San Francisco, CA 94104
Wellington Trust Company, N.A. (12) ...................... 268,000 8.0%
75 State Street
Boston, MA 02109
Wellington Management Company LLP (12) ................... 268,000 8.0%
75 State Street
Boston, MA 02109
All Directors and executive officers
as a group (10 persons) ................................. 1,012,242 29.4%
</TABLE>
- ----------
* Less than one percent.
(1) Percentage ownership of Common Stock is based on 3,370,169 shares issued
and outstanding plus shares subject to options exercisable within sixty
(60) days of March 31, 1998 held by the stockholder or group.
(2) Leslie B. Lewis and Nannette S. Lewis are husband and wife. Includes 6,025
shares for which Mr. Lewis serves as custodian pursuant to the terms of a
gift made to his grandchildren under the Uniform Gifts to Minors Act. Also
includes 207,257 shares owned by Wells Fargo Bank, N.A., as executor of
the Estate of Alan Baker. Pursuant to a voting trust, Mr. Lewis has voting
control over the shares, and he also holds a currently exercisable option
and right of first refusal to purchase the shares.
(3) Represents shares beneficially owned by Mrs. Lewis' spouse, Leslie B.
Lewis.
(4) Includes 2,500 shares for which Mr. Bloomberg serves as custodian pursuant
to the terms of a gift to his children under the Uniform Gift to Minors
Act and includes 10,000 shares of Common Stock subject to options owned by
Mr. Bloomberg and exercisable within 60 days of March 31, 1998.
(5) Includes 10,000 shares of Common Stock subject to options owned by Mr.
Gerson and exercisable within 60 days of March 31, 1998.
(6) Includes 10,000 shares of Common Stock subject to options owned by Mr.
Reid and exercisable within 60 days of March 31, 1998.
(7) Includes 16,666 shares of Common Stock subject to options owned by Mr.
Terada and exercisable within 60 days of March 31, 1998.
(8) Includes 6,000 shares of Common Stock subject to options owned by Mr.
Richards and exercisable within 60 days of March 31, 1998.
(9) Includes 16,666 shares of Common Stock subject to options owned by Robert
Lewis and exercisable within 60 days of March 31, 1998.
14
<PAGE>
(10) All Nichimen Corporation amounts and percentages include shares owned by
Nichimen America Inc. as Nichimen Corporation may be deemed to be the
beneficial owner of such shares.
(11) Pursuant to a voting trust, Leslie B. Lewis has voting control over the
207,257 shares owned by Wells Fargo Bank, N.A., as Executor of the Estate
of Alan Baker, and Mr. Lewis also holds a currently exercisable option and
right of first refusal to purchase the shares.
(12) Both Wellington Trust Company, N.A. and Wellington Management Company LLP
have shared voting and dispositive power over 268,000 shares which are
owned of record by their respective clients who have the right to receive
or the power to direct the receipt of, dividends from or the proceeds from
the sale of such shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Asahi Organic Chemicals Industry Co., Ltd. ("AOC"), a principal
stockholder of the Company has been the principal supplier of valves to the
Company for more than 20 years. The Company purchased a total of approximately
$10.0 million, $10.4 million and $9.7 million of valves from AOC in the years
ended December 31, 1995, 1996 and 1997 respectively. The Company purchases
products from AOC at AOC's list price. Under its contract with the Company, AOC
has the right to revise the price list "in good faith."
Since August 1992, the Company has purchased valves from AOC through
Nichimen Corporation and Nichimen America Inc. The two latter companies are
responsible for all export (from Japan) and import (into the United States)
arrangements, including all documentation, transportation arrangements and
custom clearance in Japan and in the United States, and Nichimen America Inc.
sells the valves to the Company on open account up to $6,000,000 (above which
letters of credit are required), eliminating the costly letter of credit
arrangements previously required in connection with direct purchases from AOC.
Prior to this arrangement with Nichimen Corporation and Nichimen America Inc.,
the Company had been required to pay for substantially all shipments from AOC
with irrevocable letters of credit, which the Company financed with bank
borrowing. For their services, Nichimen Corporation and Nichimen America Inc.
are paid by AOC a combined mark-up of approximately 8% of the invoiced price of
the Company's purchases from AOC. For the years ended December 31, 1995, 1996
and 1997, the total mark-up was approximately $800,000, $830,000 and $775,000,
respectively. Nichimen Corporation and Nichimen America Inc. are parties to the
Company's Distributorship Agreement with AOC.
Mr. Leslie B. Lewis, President and Chief Executive Officer of the Company,
was indebted to the Company in the amount of $227,500 as of December 31, 1997.
The original loan to Mr. Lewis of $350,000, which was made to him in October
1991, is evidenced by an amended loan agreement dated March 31, 1993. Under the
amended loan agreement, interest began to accrue on January 1, 1996, at prime
plus one percentage point. The principal is payable in equal quarterly
installments plus accrued interest through the first quarter of 2001.
Mr. Bloomberg is a shareholder and Director of Tweeter Home Entertainment
Group, formerly known as New England Audio Company, Inc., of which his brother
is the Chief Executive Officer, which sold the Company approximately $82,291 in
videocamera equipment in fiscal 1997 related to a sales promotion program run
by the Company.
In connection with the Company's recent purchase and renovation of a
facility adjacent to its headquarters and the correlated renovations to its
existing facility, the Company retained Nannette Lewis Interiors, Inc. ("NLI")
to perform interior design services. The Company paid NLI approximately $11,295
in 1997 for products and services. Nannette Lewis, a Director of the Company,
is the sole stockholder of NLI.
Mr. Leslie B. Lewis, Chairman of the Board of Directors, President and
Chief Executive Officer of the Company, is married to Nannette Lewis, a
Director of the Company, and is the father of Robert B. Lewis, a Vice President
and General Manager of the Company.
15
<PAGE>
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders of the Company (including director nominations)
intended to be presented at the 1999 Annual Meeting of Stockholders must be
received by the Company not later than December 30, 1998 to be included in the
Company's proxy statement and form of proxy relating to the 1999 Annual Meeting
of Stockholders. Nominations and proposals of stockholders may be submitted to
the Company for consideration at the 1999 Annual Meeting of Stockholders if
certain conditions set forth in the Company's By-laws are satisfied, although
such nominations and proposals will not be included in the proxy statement and
form of proxy relating to that annual meeting unless submitted in accordance
with the time limits and other requirements set forth above and in the related
rules of the Securities and Exchange Commission. See "Election of
Directors--The Board of Directors and Its Committees."
ADDITIONAL INFORMATION
Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") requires the Company's executive officers and Directors, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and The Nasdaq Stock Market. Officers,
Directors and greater than 10% stockholders are required to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely on review of the copies of such reports furnished to the Company
and written representations that no other reports were required during the
fiscal year ended December 31, 1997, all Section 16(a) filing requirements
applicable to its executive officers, Directors and greater than 10% beneficial
owners were satisfied, with the exception of the late filing of Form 3's for
Ronald J. Richards, Vice President Sales and Robert B. Lewis, Vice President
and General Manager.
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the Fiscal Year 1997 may be obtained without charge
upon written request to the Chief Financial Officer, Asahi/America, Inc., 35
Green Street, Malden, Massachusetts 02148.
16
<PAGE>
1514-PS-98
<PAGE>
DETACH HERE
PROXY
ASAHI/AMERICA, INC.
35 Green Street
Malden, Massachusetts 02148
Annual Meeting of Stockholders - May 27, 1998
Proxy Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby appoints Leslie B.
Lewis and Kozo Terada as Proxies, with full power of substitution of each, to
vote for and on behalf of the undersigned at the 1998 Annual Meeting of
Stockholders of Asahi/America, Inc. to be held at the offices of Gadsby & Hannah
LLP, 225 Franklin Street, 22nd Floor, Boston, Massachusetts 02110, on Wednesday,
May 27, 1998, at 10:00 a.m., and at any adjournment or adjournments thereof. The
undersigned hereby directs the said proxies to vote in accordance with their
judgment on any matters which may properly come before the Annual Meeting, all
as indicated in the Notice of Annual Meeting, receipt of which is hereby
acknowledged, and to act on the following matters set forth in such notice as
specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
ASAHI/AMERICA, INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares. Please mark the boxes on this proxy card to indicate how your
shares will be voted. Then sign the card, detach it and return your proxy vote
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, to be
held on Wednesday, May 27, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Asahi/America, Inc.
DETACH HERE
[X] Please mark
votes as in
this example.
<TABLE>
<S> <C>
1. Election of Directors to terms expiring at the 2001
Annual Meeting of Stockholders
FOR AGAINST ABSTAIN
Nominees: Samuel J. Gerson, Nanette S. Lewis and 2. Ratification of the appointment of [ ] [ ] [ ]
Masashi Uesugi Arthur Andersen LLP as independent
auditors of the Company.
FOR WITHHELD
[ ] [ ] 3. In their discretion, the proxies are
authorized to vote upon any other
business that may properly come before
the meeting or at any adjournment(s)
thereof.
[ ] ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name(s) appear(s) on the books of
the Company. Joint owners should each sign personally.
Trustees, custodians, and other fiduciaries should indicate the
capacity in which they sign, and where more than one name
appears, a majority must sign. If the stockholder is a corporation,
the signature should be that of an authorized officer who should
indicate his or her title.
Signature: ______________________________ Date: __________________ Signature: _____________________________ Date: __________________
</TABLE>
