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 BODY ARMOR & EQUIPMENT, INC.
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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:
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:
May 8, 1995
To Our Shareholders:
On behalf of your Company's Board of Directors, I cordially invite you to
attend the Annual Meeting of Shareholders to be held on Friday, June 9,
1995, at 8:30 a.m. E.D.T. at the offices of the Company at 85 Nassau
Place, Yulee, Florida 32097.
The accompanying Notice of Meeting and Proxy Statement cover the details
of the matters to be presented. These matters include the election of
directors and ratification of the appointment of the Company's auditors.
A copy of the 1994 Annual Report is included with this mailing.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, I URGE THAT YOU
PARTICIPATE BY COMPLETING AND RETURNING YOUR PROXY AS SOON AS POSSIBLE.
YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED.
Cordially,
AMERICAN BODY ARMOR & EQUIPMENT, INC.
Jonathan M. Spiller
President and
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on June 9, 1995
To Our Shareholders:
The Annual Meeting of Shareholders of American Body Armor & Equipment,
Inc. will be held on Friday, June 9, 1995, at the offices of the Company
at 85 Nassau Place, Yulee, Florida 32097 at 8:30 a.m. E.D.T.
ITEMS OF BUSINESS
1. To elect a Board of five Directors.
2. To vote upon a resolution ratifying the appointment of
Deloitte & Touche as the Company's independent auditors for
the fiscal year ending December 31, 1995.
3. To transact such other business, if any, as may properly
come before the meeting or any adjournments thereof.
RECORD DATE
Holders of the Company's $.03 Par Value Common Stock and $1
Stated Value Preferred Stock of Record at the Close of
Business on April 28, 1995.
ANNUAL REPORT
The Annual Report of the Company for 1994 is enclosed.
PROXY VOTING
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN
ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DECIDE
TO ATTEND THE MEETING.
J. Michael Elliott
Secretary
PROXY STATEMENT
1995 ANNUAL MEETING OF SHAREHOLDERS
OF
AMERICAN BODY ARMOR & EQUIPMENT, INC.
PROXY SOLICITATION AND GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of American
Body Armor & Equipment, Inc. (the "Company" or "ABA") for the Annual
Meeting of Shareholders to be held on June 9, 1995, at 8:30 a.m., and any
adjournment thereof, at which shareholders of record at the close of
business on April 28, 1995, shall be entitled to vote. This proxy
statement and the proxy card are being mailed to shareholders on or about
May 8, 1995.
On the record date, 4,697,255 shares of $.03 Par Value Common Stock and
1,457,143 shares of $1 Stated Value Preferred Stock were outstanding.
Each share of such Common and Preferred stock is entitled to one vote per
share, and shall be voted together as a single class upon items scheduled
to come before the meeting.
If a shareholder directs that a proxy be voted in a specific manner or
specifies a choice with respect to a voting matter, the shares will be
voted accordingly. If no such specifications are made, shares represented
by each proxy will be voted "FOR" each proposal listed thereon. If any
other matters or business should properly come before the meeting (or any
adjournment), the person or persons acting under the proxy will vote in
accordance with his or their judgment. The Company is not aware of any
other matters or business to be presented at the meeting.
It is important that your shares be represented at the meeting.
Therefore, please mark, sign, date and return the enclosed proxy card
promptly in order to ensure your shares will be voted. Your proxy may be
revoked at any time prior to the meeting by filing with the Secretary of
the Company an instrument of revocation or a duly executed proxy bearing a
later date, or by attendance at the meeting and electing to vote in person
by giving such election to the Secretary of the Company.
DIRECTORS, NOMINEES, AND ELECTION OF DIRECTORS
Each person identified below currently serves as a director of the
Company. Each of the five persons has been nominated for election as a
director to hold office until the next Annual Meeting of Shareholders and
until a successor is duly elected and qualified.
Shares represented by the enclosed proxy will be voted "FOR" the election
of the nominees unless authority is withheld for all or any of the
nominees. Although the Board of Directors does not contemplate that any of
the five nominees named will be unavailable for election, if a vacancy
should occur, the proxy will be voted for such substitute nominee or
nominees as the Board of Directors may recommend or the Board of Directors
may also elect to reduce the size of the Board.
JONATHAN M. SPILLER, age 43, President and Chief Executive Officer of the
Company. See "Executive Officers". A director since July 1991, Mr Spiller
joined the Company as President and Chief Operating Officer in June 1991.
Effective September 21, 1993, Mr. Spiller was named the Company's Chief
Executive Officer. See "Voting Securities and Principal Holders Thereof"
for information about ownership of stock of the Company.
JULIUS LASNICK, age 65, retired Director and Executive Vice President of
Springs Industries, Inc. Mr. Lasnick was a director of Springs
Industries, Inc. from 1986 until his retirement in 1993. During this
period he served as an Executive Vice President of Springs Industries,
Inc.. From 1988 through 1991, Mr. Lasnick was the President of Springs
Home Furnishings Group, and in 1992 was the President of Springs Textile
Manufacturing. Prior to joining Springs Industries, Inc., Mr. Lasnick
served as a director and Executive Vice President of M. Lowenstein
Corporation from 1981 through 1984, and was appointed President and Chief
Executive Officer in 1985. He currently serves as a director of several
textile companies, Dyersburg Corporation, National Spinning Company, Inc.
and New River Industries, Inc. Mr. Lasnick has entered into an
Indemnification Agreement with Springs Industries, Inc. whereby Springs
Industries, Inc. will indemnify Mr. Lasnick against claims and defense
costs which may arise as a result of service on the Company's Board of
Directors. See "Voting Securities and Principal Holders Thereof" for
information about ownership of stock of the Company.
GARDNER F. DAVIS, age 35, Partner in law firm of Foley & Lardner. Mr.
Davis has been an attorney with the firm of Foley & Lardner for the past
six years. A director since September 21, 1993, Mr. Davis served as
counsel to the Creditors' Committee in the American Body Armor bankruptcy
proceeding. Mr. Davis has entered into an Indemnification Agreement with
Clark-Schwebel Fiberglass Corporation whereby Clark-Schwebel will
indemnify Mr. Davis against claims and defense costs which may arise as a
result of service on the Company's Board of Directors. See "Voting
Securities and Principal Holders Thereof" for information about ownership
of stock of the Company.
JOHN INNES, age 61, Private Investor and Consultant. Mr. Innes was
Chairman and Chief Executive Officer of Commonwealth Associates,
Investment Bankers since January 1992 until his retirement in 1995. From
1986 to 1991 he served as Managing Director and founder of Sabre Insurance
Company, Ltd. and from 1987 to 1990 as Vice Chairman of Wheeling-
Pittsburgh Steel Corporation. Mr. Innes has been a director of the
Company since September 21, 1993 and also serves on the Board of Directors
of Commonwealth Associates Growth Fund, Inc. and Star Multi Care Services,
Inc. See "Voting Securities and Principal Holders Thereof" for
information about ownership of stock of the Company.
ROBERT SULLIVAN, age 52, Associate General Counsel and Assistant Secretary
of Springs Industries, Inc. Mr. Sullivan has been employed by Springs
Industries, Inc. for the past five years. Mr. Sullivan has been a
director since February 22, 1994. Springs Industries, Inc. and Mr.
Sullivan have an Agreement whereby Springs Industries, Inc. will indemnify
Mr. Sullivan against claims and defense costs which may arise as a result
of service on the Company's Board of Directors. See "Voting Securities and
Principal Holders Thereof" for information about ownership of stock of the
Company.
BOARD OF DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors met seven (7) times in 1994. To assist it in the
discharge of its responsibilities, the Board has established two
committees: an Audit Committee and a Compensation Committee. All
directors attended at least 75 percent of the total number of meetings of
the Board and Committees of the Board on which they serve.
These committees do not meet on a regular basis, but only as circumstances
require. The Audit Committee, which is responsible for review of the
integrity of the Company's financial reporting, review of internal
controls and recommendation of independent auditors, met three (3) times
in 1994. The Audit Committee consists of Messrs. Lasnick (Chairman),
Sullivan, Davis and Innes. The Compensation Committee met three (3) times
in 1994. This Committee recommends to the full Board the base salary for
the Chief Executive Officer and the Senior Vice President and has
responsibility for approval of compensation arrangements for key
executives and approval of executive compensation plans. The compensation
committee consists of Messrs. Lasnick, Sullivan, Innes and Davis.
During 1994 each Outside Director was entitled to receive an annual
retainer of $5,000 plus $1,000 for attendance at each special meeting of
the Board. Additionally, the Chairman of the Audit Committee of the Board
was entitled to $1,000 for each Committee meeting. Under the terms of the
Outside Directors' Stock Plan which was implemented in 1994 following
approval of shareholders at the 1994 annual meeting, directors' fees are
paid 30% in cash and 70% in stock.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information, as of April 28, 1995,
with respect to beneficial ownership of the Company's voting securities by
(i) each person known by the Company to be a beneficial owner of more than
5%(1) of the outstanding Common Stock and voting Preferred Stock, (ii)
each of the Company's Directors and Director nominees, (iii) each of the
Company's Executive Officers named in the Summary Compensation Table and,
(iv) all Directors and Executive Officers as a group.
Common Stock Preferred Stock % of
No. of Shares No. of Shares Combined
Name and Address of Beneficially % of Beneficially % of Voting
Beneficial Owner Owned Class Owned Class Securities
Clark-Schwebel Fiberglass 1,964,981 41.8% 850,518 58.4% 45.7%
Corporation
2200 S. Murray Avenue
Anderson, SC 29622
Hexcel Corporation 975,674 20.8% 422,310 29.0% 22.7%
11555 Dublin Boulevard
Dublin, CA 94568
Covington & Burling 14,464 0.3% 76,530 5.3% 1.5%
1201 Pennsylvania Ave.,
N.W.
Washington, D.C. 20044
Jonathan M. Spiller 332,665 6.7% 50,498 3.5% 5.9%
128 Lamplighter Lane (1)
Ponte Vedra, FL 32082
Julius Lasnick 3,500 .07% __ __ .05%
39 Cayman Place (2)
Palm Bch Gardens, FL
33418
Gardner F. Davis 6,596 .13% __ __ .1%
200 Laura Street (2)
Jacksonville, FL 32202
John Innes 6,080 .12% __ __ .09%
8 Breckenridge Lane (2)
Savannah, GA 31411
Robert Sullivan 3,500 .07% __ __ .05%
205 N. White Street (2)
Ft. Mill, SC 29715
J. Michael Elliott 78,000 1.6% __ __ 1.2%
4025 Shoal Creek Lane E. (3)
Jacksonville, FL 32225
W. Howard Johnson 6,193 .12% __ __ .1%
3600 First Avenue
Fernandina Beach, Fl
32023
Executive Officers and 436,534 8.7% 50,498 3.5% 7.5%
Directors (1)(2)(3)
as a Group (7)
Individuals
<FN>
(1) Includes 216,000 shares granted to Mr. Spiller under the terms of his
employment agreement which shares are fully vested but unexercised.
(2) Represents shares issuable pursuant to the Company's Outside
Directors' Stock Plan under which each director will receive 70% of
their previous years retainer fee in the form of the Company's Common
Stock on the day before the Annual Meeting. Therefore, the shares
listed in this table are authorized but not issued as of April 28,
1995.
(3) Includes 69,000 shares granted to Mr. Elliott under the terms of his
employment agreement which shares are fully vested but unexercised.
During 1994 no directors, officers and or beneficial owners of more than
10% of the Company's Common Stock failed to file on a timely basis reports
required by Section 16 (a) of the Exchange Act.
EXECUTIVE OFFICERS
Set forth below is information regarding the executive officers of the
Company:
Executive
Officer
Name Age Position Since
Jonathan M. Spiller 43 President and 1991
Chief Executive
Officer
J. Michael Elliott 43 Senior Vice 1993
President
W. Howard Johnson 52 Vice President 1990
Mr. Spiller served as the Company's President and Chief Operating Officer
from June 1991, to September 1993 when he was named the Company's Chief
Executive Officer. Prior to joining the Company, Mr. Spiller was a partner
with the International accounting firm of Deloitte & Touche where he spent
a total of 18 years, most recently as a partner in the Capital Markets
Group responsible for international transactions. For the period from
March 1988 to July 1989, Mr. Spiller was the Senior Vice President and
Chief Financial Officer of Hunter Environmental Services, Inc., a large
publicly held company in the environmental field. Mr Spiller trained as
an accountant and is a CPA.
Mr. Elliott joined ABA as Vice President of Engineering and Product
Development in October 1991. He was promoted to Senior Vice President in
October 1994. He is responsible for Manufacturing (including quality
control), all of the technical aspects of product development as well as
playing a leading role in the marketing of the Company's Explosive
Ordnance Disposal products (EOD) and sales to the U.S. Military. Mr.
Elliott has a degree in Industrial Technology and has significant
background in the industry. Prior to joining ABA he served as Executive
Vice-President at O'Gara Coachworks, Vice President of Operations of
Protective Materials Company from 1986 to 1990, and from 1990, until he
joined ABA, Mr. Elliott was Vice President and Chief Operating Officer of
a smaller private window manufacturing company in Massachusetts.
Mr. Johnson, as Vice President, has combined responsibility for sales in
the Southeastern part of the United States and relationships with the
Company's largest product distributors and is also involved in product
development for soft ballistic armor. Mr. Johnson has over two decades of
experience in the ballistics industry, having joined ABA in 1982 as a
sales representative.
Messrs. Spiller, Elliott and Johnson were employed by and served in
similar positions with the Company at the time it filed for Chapter 11
Reorganization in May 1992 through the confirmation of the Company's Plan
of Reorganization in September 1993.
EXECUTIVE OFFICER COMPENSATION
The following table sets forth all cash compensation paid by the Company
and its subsidiaries to each of the most highly compensated executive
officers of the Company whose annual cash compensation exceeded $100,000
in fiscal 1994.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation Award
Name and Principal Annual Compensation Securities Underlying
Position Year Salary Bonus Options / SAR's
Jonathan M. Spiller, CEO 1994 $140,001 $62,000 432,000
(COO in 1992) 1993 $137,801 -0- -0-
1992 $135,256 -0- -0-
J. Michael Elliott, Sr. 1994 $ 90,010 $27,000 138,000
VP
(VP during 1993 and 1993 $ 85,020 -0- -0-
1992)
1992 $ 78,389 -0- -0-
W. Howard Johnson, VP 1994 $102,132 -0- 15,000
1993 $ 90,000 -0- -0-
1992 $ 90,599 -0- -0-
The Company paid no compensation to its executive officers under
any long term compensation or retirement plans during the last
three years. The incremental cost of certain incidental
personal benefits does not exceed the lesser of $50,000 or 10%
of compensation for any named executive officer of the Company.
In April 1994, the Company entered into an employment agreement with
Jonathan M. Spiller, the President and Chief Executive Officer of the
Company, providing for a salary of $140,000 per year, a signing bonus to
be paid in 1994 of $40,000, bonuses equal to 6% of the Company's pre-tax
income in excess of $400,000 up to a maximum of 70% of base salary, a
Company provided automobile and membership in a club of the employee's
choosing. Salary increases are subject to Board review and approval.
This agreement provides for the issuance under the Company's Incentive
Stock Plan of 432,000 options to acquire the Company's Common Stock with
25% of such options exercisable upon signing of the contract, 25% being
exercisable at December 31, 1994 and the remainder exercisable in two
equal amounts on December 31, 1995 and December 31, 1996. Such options
are priced as follows: 226,000 at $.79 per share and 206,000 at $1.05 per
share. Additionally, the agreement provides that upon a change in control
of the Company or termination of Mr. Spiller's employment for any reason
except for cause, Mr. Spiller is entitled to receive a continuation of his
base compensation for the greater of the remaining term of the Agreement,
or six months and all stock options granted under the agreement will
become immediately exercisable. This agreement commenced effective
January 1, 1994 and terminates on December 31, 1995.
The Company also entered into an employment agreement with J. Michael
Elliott, the Senior Vice President of the Company, providing for a salary
of $90,000 per year, a signing bonus to be paid in 1994 of $20,000,
bonuses equal to 2% of the Company's pre-tax income in excess of $45,000,
reimbursement of reasonable automobile expenses and reimbursement of boat
dock rental fees. Salary increases are subject to Board review and
approval. This agreement provides for the issuance under the Company's
Incentive Stock Plan of 138,000 options to acquire the Company's Common
Stock with 25% of such options exercisable upon signing of the contract,
25% being exercisable at December 31, 1994 and the remainder exercisable
in two equal amounts on December 31, 1995 and December 31, 1996. Such
options are priced as follows: 78,000 at $.79 per share and 60,000 at
$1.05 per share. The agreement also entitles Mr. Elliott to 12,000 stock
grants of the Company's Common Stock. One-third of these shares shall
vest on each anniversary date of this agreement as long as Mr. Elliott
remains employed by the Company. Additionally, the agreement provides
that upon a change in control of the Company or termination of Mr.
Elliott's employment for any reason except for cause, Mr. Elliott is
entitled to receive a continuation of his base compensation for the
greater of the remaining term of the Agreement, or six months. This
agreement commenced effective January 1, 1994 and terminates on December
31, 1995.
No employment agreement has been entered into between W. Howard Johnson
and the Company.
GRANTS OF STOCK OPTIONS
The following tables summarize options to purchase shares of the Company's
Common Stock granted during the 1994 fiscal year to the Named Executives:
STOCK OPTION GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options Market Price
Underlying Granted to Exercise of Underlying
Options Employees in Price ($ Security on
Name Granted (1) Fiscal Year per share) Date of Grant Expiration Date
Jonathan M. Spiller 226,000 34.3% $0.79 $1.00 1/1/2004
206,000 31.3% $1.05 $1.00 1/1/2004
J. Michael Elliott 78,000 11.8% $0.79 $1.00 1/1/2004
60,000 9.1% $1.05 $1.00 1/1/2004
W. Howard Johnson 15,000 2.3% $0.97 $1.00 6/30/2004
<FN>
(1) Stock option grants consist of stock options granted in June 1994,
pursuant to the Company's Incentive Stock Plan and Employment Agreements.
The exercise dates of the options for Mr. Spiller and Mr. Elliott are
discussed in the previous paragraphs. One third of Mr. Johnson's options
become exercisable on each anniversary date of the grant.
FISCAL YEAR-END VALUES
Number of Unexercised
Securities Underlying Options Value of Unexercised In-the-
at Fiscal Year End Money Options at Fiscal Year
Exercisable (E) / End Exercisable (E) /
Name Unexercisable (U) Unexercisable (U)
Jonathan M. Spiller 216,000 (E) $23,730 (E)
216,000 (U) $23,730 (U)
J. Michael Elliott 69,000 (E) $ 8,190 (E)
69,000 (U) $ 8,190 (U)
W. Howard Johnson 15,000 (U) $ 450 (U)
No options were exercised by the Named Executives during 1994.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past three years the Company has purchased substantially all of
the ballistic resistant fabric used in the manufacture of its products
from Clark-Schwebel Fiberglass Corporation, see "Voting Securities and
Principal Holders Thereof". Such purchases approximated $4.6 million and
$3.9 million in 1994 and 1993, respectively, and are made in the normal
course of business at prices which are competitive with other available
sources for such materials. The Company has historically purchased this
raw material from this supplier.
RATIFICATION OF APPOINTMENT OF PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee of the Board of Directors,
the Board has appointed Deloitte & Touche as independent certified public
accountants for the Company to audit the consolidated financial statements
of the Company and its subsidiary for the 1995 fiscal year.
Deloitte & Touche have acted in this capacity since 1990. Its
representatives will attend the Meeting, will be given an opportunity to
make a statement if they desire, and will respond to questions directed to
them relating to their audit of the Company's financial statements.
The Company's Board of Directors recommends the ratification of the
appointment of Deloitte & Touche as independent certified public
accountants for the Company to audit the financial statements of the
Company for the fiscal year 1995. If a majority of the shareholders
voting at the Meeting, in person or by proxy, should not approve such
appointment, the Audit Committee and the Board of Directors of the Company
will reconsider the appointment of independent certified public
accountants.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any matter for action at the Annual Meeting other than
as set forth in the Notice of Annual Meeting. If any other matters
properly come before the meeting, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for the
Company's 1996 Annual Meeting of Shareholders, any shareholder proposal to
take action at such meeting must be received at the Company's principal
executive offices by January 9, 1996, or if the date of the next Annual
Meeting of Shareholders shall be changed by more than thirty (30) calendar
days from the date presently contemplated, such shareholder proposal must
be received at the Company's principal executive offices a reasonable time
before the solicitation of proxies with respect to such meeting is made.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, certain of the officers
and employees of the Company, without extra remuneration, may solicit
proxies personally or by telephone, telegraph or cable. The Company will
also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting materials to the beneficial owners of stock held of
record and will reimburse such persons for forwarding such materials.
ANNUAL REPORT AND FORM 10-KSB
The Annual Report to Shareholders, including financial statements of the
Company for the year ended December 31, 1994 and the period from September
21, 1993 through December 31, 1993, is included with these proxy
materials. The annual report is not a part of the proxy solicitation
materials.
A copy of the Company's annual report on Form 10-KSB to the Securities and
Exchange Commission may be obtained by Shareholders, without charge by
writing: American Body Armor & Equipment Inc., P.O. Drawer 1769,
Fernandina Beach, Florida 32035, Attention Secretary.
FOR THE BOARD OF DIRECTORS
J. MICHAEL ELLIOTT
Secretary
This Proxy is Solicited by the Board of Directors of
American Body Armor & Equipment, Inc.
ANNUAL MEETING
June 9, 1995
The undersigned hereby appoints Jonathan Spiller and Robert Sullivan,
proxies to represent the undersigned, with full power of substitution, at
the Annual Meeting of Shareholders of American Body Armor & Equipment,
Inc., 85 Nassau Place, Yulee, Florida 32097, and any adjournments thereof:
1. ELECTION OF ___ FOR all nominees listed below
DIRECTORS (except as marked to the contrary
below)
___ WITHHOLD AUTHORITY to vote for all
nominees listed below
Jonathan M. Spiller Julius Lasnick
Gardner F. Davis Robert Sullivan
John Innes
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through or otherwise
strike the nominee's name in the list above.
2. Proposal to ratify the selection of Deloitte & Touche as the
Company's independent auditors for the year ending December 31,
1995:
/__/ FOR /__/ AGAINST /__/ WITHHOLD AUTHORITY TO VOTE
3. In their discretion, the Proxies are authorized to vote upon
such other business that may properly come before the meeting.
THIS BALLOT WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS OTHERWISE SPECIFIED, THE
SHARES WILL BE VOTED "FOR" EACH PROPOSAL
Dated: ________________ ________________________________________
Signatures of Shareholder(s)
NOTE: Signature should agree with name on stock certificate as printed
thereon. Executors, administrators, trustees and other
fiduciaries should so indicate when signing.
PLEASE DATE, SIGN AND RETURN THIS PROXY. THANK YOU.