AMERICAN
LOCKER GROUP
INCORPORATED
815 SOUTH MAIN STREET
GRAPEVINE, TEXAS 76051
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 15, 2005
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TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders will be held at the Company's
principal executive offices at 815 South Main Street, Grapvevine, Texas 76051 on
Thursday, December 15, 2005, at 10:00 a.m., Central Standard Time, for the
following purposes:
1. To elect a Board of Directors consisting of six 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 October 20,
2005 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,
Alan H. Finegold
Secretary
Grapevine, Texas
November 11, 2005
AMERICAN
LOCKER GROUP
INCORPORATED
815 SOUTH MAIN STREET
GRAPEVINE, TEXAS 76051
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 15, 2005
This Proxy Statement and the enclosed proxy, which are being mailed to
stockholders commencing on or about November 11, 2005, 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
Thursday, December 15, 2005, at 10:00 a.m., Central Standard Time, at the
Company's principal executive offices at 815 South Main Street, Grapevine, Texas
76051.
Only holders of Common Stock of record at the close of business on
October 20, 2005, will be entitled to notice of and to vote at the Annual
Meeting. On that date there were outstanding 1,546,146 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 the
proxy is voted.
A copy of the 2004 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.
1
INTRODUCTION
PURPOSE OF THE ANNUAL MEETING
The 2005 Annual Meeting of Stockholders will be held for the purpose of
electing six directors to serve for a term of one year and until their
successors are duly elected and qualified.
ELECTION OF DIRECTORS
Six persons, constituting the entire Board of Directors of the Company,
are to be elected at the 2005 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 six nominees named in this Proxy Statement. Two of the nominees
were elected by the stockholders of the Company at the 2004 Annual Meeting of
Stockholders, and four of the nominees were appointed to the Board of Directors
in July 2005 to fill vacancies. Three of the nominees, John E. Harris, Mary A.
Stanford and James T. Vanasek, have been determined by the Company to be
"independent" as defined in applicable regulations issued by the Securities and
Exchange Commission (the "SEC") and NASDAQ.
The nominees identified in the proxy statement were recommended to the
Board of Directors by the Nominating and Governance Committee of the Board of
Directors. The Company did not pay any third party to assist in the process of
identifying or evaluating candidates.
Steven Bregman, a current member of the Board of Directors, has
informed the Company that he has chosen not to stand for election to the Board
of Directors at the 2005 Annual Meeting of Stockholders. Accordingly, Mr.
Bregman has not been nominated. The Company wishes to thank Mr. Bregman for his
service and for the contributions that he has made to the Board of Directors,
including his service on the Audit Committee.
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, abstentions from voting and broker non-votes will have
no effect on the outcome of the election of Directors. The stockholders of the
Company are not entitled to vote cumulatively in the election of Directors.
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DIRECTOR NOMINATING PROCEDURES
The Nominating and Governance Committee actively seeks and identifies
individuals qualified to become members of the Board of Directors, consistent
with criteria approved by the Board of Directors, and selects the nominees for
Director. The Nominating and Governance Committee also selects the membership
composition of the committees of the Board of Directors. Only Directors who meet
the independence standards set by the SEC and by NASDAQ are permitted to serve
on the Nominating and Governance Committee. The Nominating and Governance
Committee has a written charter that describes its duties and powers. The
current charter of the Nominating and Governance Committee is included as
Appendix A to this Proxy Statement.
The Nominating and Governance Committee reviews with the full Board of
Directors at least annually the qualifications of new and existing members of
the Board of Directors, considering the level of independence of individual
members, together with such other factors as the Board of Directors deems
appropriate, including overall skills and excellence, to ensure the Company's
ongoing-compliance with the independence and other standards set by the SEC and
by NASDAQ.
The Nominating and Governance Committee will consider candidates
proposed by the stockholders of the Company, taking into consideration the needs
of the Board of Directors and the candidate's qualifications. To have a
candidate considered by the Nominating and Governance Committee, a stockholder
must submit the recommendation in writing and must include the following
information:
o The name and address of the proposed candidate;
o The proposed candidates resume or a list of his or her
qualifications to be a director of the Company;
o A description of what would make such person a good addition to
the Board of Directors;
o A description of any relationship that could affect such person's
qualifying as an independent director, including identifying all
other public company board and committee memberships;
o A confirmation of such person's willingness to serve as a director
if selected by the independent Directors and the Board;
o The name of the stockholder submitting the name of the proposed
candidate, together with information as to the number of shares
owned and the length of time of ownership; and
o Any information about the proposed candidate that, under the
federal proxy rules, would be required to be included in the
Company's proxy statement if such person were a nominee.
The stockholder recommendation and information described above must be
sent to the Corporate Secretary at 815 South Main Street, Grapevine, Texas
76051, and, in order to allow for timely consideration, must be received not
less than 120 days in advance of the anniversary date of the release of the
proxy statement for the most recent annual meeting of stockholders
3
Once a person has been identified by the Nominating and Governance
Committee as a potential candidate, the Nominating and Governance Committee may
collect and review publicly available information regarding the person to assess
whether the person should be considered further. Generally, if the person
expresses a willingness to be considered and to serve on the Board of Directors
and the Nominating and Governance Committee believes that the candidate has the
potential to be contributing members of the Board of Directors, the Nominating
and Governance Committee would seek to gather information from or about the
candidate, including through one or more interviews as appropriate and a review
of his or her accomplishments and qualifications generally, including in light
of any other candidates that the Nominating and Governance Committee may be
considering. The evaluation process does not vary based on whether the candidate
is recommended by a stockholder.
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 October 31, 2005.
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. Other than as indicated below, there are no family
relationships between any nominees or principal officers of the Company.
EDWARD F. RUTTENBERG
Mr. Ruttenberg, 58, has been a Director since 1996 and has been the
Company's Chairman and Chief Executive Officer since September 1998 and
President, Chief Operating Officer and Treasurer since May 2005. Mr. Ruttenberg
serves on the Executive Committee.
ALAN H. FINEGOLD
Mr. Finegold, 63, has been a Director since 1994 and is a member of
the Executive Committee. Mr. Finegold has been affiliated with the Law Offices
of Alan H. Finegold, LLC, a law firm, and the Alan H. Finegold Company, which
provides business and estate planning services, for more than five years.
JOHN E. HARRIS
Mr. Harris, 44, has been a Director since July 2005 and is a member of
the Stock Option - Executive Compensation and the Nominating and Governance
Committees. Mr. Harris has served as Principal of Harris Capital Advisors, a
consulting, investment analysis and private equity financing firm, since 2001.
Mr. Harris also served as Vice President of Emerson Partners, a real estate
private equity fund, from 2001 to 2003. Prior to that, Mr. Harris was a partner
at SunTx Capital Partners, a private investment firm, from 2000 to 2001.
4
HAROLD S. RABIN
Dr. Rabin, 58, has been a Director since July 2005 and is a member of
the Executive Committee. Dr. Rabin has been a diagnostic radiologist with
Quantum Imaging and Therapeutic Associates for over 25 years. Dr. Rabin
currently serves as a member of the group's Finance Committee and previously
served as its President. In addition, Dr. Rabin is a member of the Medical
Executive Committee of Holy Spirit Hospital in Camp Hill, Pennsylvania. Dr.
Rabin is Mr. Ruttenberg's brother-in-law.
MARY A. STANFORD
Dr. Stanford, 45, has been a Director since July 2005 and is a member
of the Audit, Stock Option - Executive Compensation and Nominating and
Governance Committees. Dr. Stanford has been an Associate Professor of
Accounting at the Neeley School of Business at Texas Christian University since
2002. Dr. Stanford previously was an Associate Professor of Accounting at
Syracuse University from 1999 to 2002.
JAMES T. VANASEK
Mr. Vanasek, 35, has been a Director since July 2005 and is a member of
the Audit and Nominating and Governance Committees. Mr. Vanasek has served as
Principal of VN Capital Management, LLC, a private hedge fund, since 2002.
Prior to that, Mr. Vanasek was an investment banking associate at JPMorgan.
STOCK OWNERSHIP OF NOMINEES AND EXECUTIVE OFFICERS
As of October 31, 2005, 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 AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP OF CLASS
- -----------------------------------------------------------------------------------------------------------------------------------
Edward F. Ruttenberg 76,821(2) 4.9%
Alan H. Finegold 10,000(3) *
John E. Harris 200 *
Harold S. Rabin 52,057(4) 3.4%
Mary A. Stanford 0 *
James T. Vanasek 121,809(5) 7.9%
5
Roy J. Glosser 23,300(6) 1.5%
(*) Less than 1%
(1) The address of each listed individual is c/o American Locker Group
Incorporated, 815 S. Main Street, Grapevine, Texas 76051.
(2) Includes 25,000 shares which Mr. Ruttenberg has the right to obtain upon
exercise of stock options. Also includes 44,489 shares held by Mr.
Ruttenberg, 2,000 shares held jointly by Mr. Ruttenberg and Sara Ruttenberg
and 5,332 shares held by Rollform of Jamestown, Inc., a company in which
Mr. Ruttenberg and his immediate family own a 97% interest.
(3) Includes 3,000 shares which Mr. Finegold has the right to acquire upon
exercise of stock options.
(4) Reflects 52,057 shares owned by Dr. Rabin's wife, with respect to which Dr.
Rabin disclaims beneficial ownership.
(5) Includes 300 shares held in Mr. Vanasek's 401(k) account and 121,509 shares
held by VN Capital Management, LLC, of which Mr. Vanasek is a Principal,
with respect to which Mr. Vanasek disclaims beneficial ownership.
(6) Includes 800 shares owned by Mr. Glosser's wife, with respect to which Mr.
Glosser disclaims beneficial ownership. Effective May 12, 2005, the Board
of Directors of the Company determined that Mr. Ruttenberg would assume the
duties of the positions of President, Chief Operating Officer and Treasurer
of the Company, which previously were performed by Mr. Glosser. Mr. Glosser
resigned as a Director of the Company effective July 28, 2005.
All directors and executive officers of the Company as a group (seven
persons), and persons who may be deemed to be part of the group with a director,
owned beneficially 260,887 shares of Company Common Stock, or approximately
16.6% of the shares outstanding, on October 31, 2005. For purposes of the
foregoing sentence, shares subject to stock options held by such persons (28,000
shares) are included in the number of shares held and the total number of shares
outstanding.
INFORMATION WITH RESPECT TO COMMITTEES
AND COMPENSATION OF DIRECTORS
During 2004, the Board of Directors met three times, the Executive
Committee met one time, the Stock Option - Executive Compensation Committee met
one time, and the Audit Committee met twelve times. The Nominating and
Governance Committee, which was formed in May 2004 following the 2003 Annual
Meeting of Stockholders, did not meet in 2004 following its formation. 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 functions of the Stock Option - Executive
Compensation Committee consist of determining compensation to be paid to
executive officers of the Company and administering all stock option plans of
6
the Company, including making decisions relative to the grant of options. The
report of the Stock Option - Executive Compensation Committee is set forth below
under the caption "Compensation and Other Transactions with Management and
Others - Report on Executive Compensation". The functions of the Nominating and
Governance Committee are to identify individuals qualified to become Directors,
to select director nominees, to select the membership of the committees of the
Board of Directors and to oversee the development, implementation and evaluation
of the Company's corporate governance policies. The functions of the Audit
Committee are described below under the caption "Audit Committee - Audit
Committee Charter".
Each Director, other than the Chair of the Audit Committee, who is
not a salaried employee of the Company is paid a base director fee of $2,000 per
calendar quarter and a fee of $500 for each meeting of the Board of Directors or
of a Committee of the Board which the Director attends. In recognition of the
additional responsibilities and time commitment associated with the position,
the Chair of the Audit Committee instead receives a base director fee of $4,000
per calendar quarter and a fee of $500 for each meeting of the Board of
Directors or of a Committee of the Board attended. All payments of compensation
to directors are payable on a monthly basis.
All directors attended more than 75% of the aggregate total number of
meetings held in 2004 by the Board of Directors and the Committees of the Board
of Directors on which they serve.
COMPENSATION AND OTHER TRANSACTIONS
WITH MANAGEMENT AND OTHERS
The following information is given for 2004, 2003 and 2002 with respect
to the compensation which was paid or accrued for services in such years, or
which was paid in such years for services in prior years but not included in the
remuneration table in prior years' proxy statements, for each of the executive
officers of the Company as of December 31, 2004.
. Annual Compensation Long-Term Compensation
------------------------------------ ----------------------------------
Awards Payouts
Other
Annual Securities
Compen- Restricted Underlying LTIP All Other
NAME AND Salary Bonus sation Stock Options Payouts Compensation
PRINCIPAL POSITIONS Year ($) ($) ($) Award($) (Shares) ($) ($)(1)
-------------------------------------------------------------------------------------------------------------------
Edward F. Ruttenberg 2002 $187,440 $160,000 -- -- -- -- --
Chairman and Chief Executive 2003 $196,812 $120,000 -- -- -- -- --
Officer(2) 2004 $196,812 $140,000 -- -- -- -- --
Roy J. Glosser 2002 $168,720 $130,000 -- -- -- -- --
President, Chief Operating 2003 $177,156 $ 97,500 -- -- -- -- --
Officer and 2004 $177,156 $115,000 -- -- -- -- --
Treasurer(2)
(1) In accordance with applicable regulations, the amounts do not include
perquisites and other personal benefits received by the named officers because
the aggregate value of such benefits did not exceed the lesser of $50,000 or 10
percent of the total salary and bonus for the named officers.
(2) Effective May 12, 2005, the Board of Directors of the Company determined
that Mr. Ruttenberg would assume the duties of the positions of President, Chief
Operating Officer and Treasurer of the Company.
7
STOCK OPTIONS
1988 Plan
- ---------
In May 1988, the stockholders of the Company approved the American
Locker Group Incorporated 1988 Stock Incentive Plan (the "1988 Plan"). Grants
under the 1988 Plan were to be made to certain officers and directors of the
Company by the Stock Option - Executive Compensation Committee of the Board of
Directors (the "Committee"), which is comprised of at least two persons, in its
discretion. Under terms of the 1988 Plan, no new options can be granted after
February 29, 1998. During 2004, no options were exercised with respect to shares
under the 1988 Plan. The final options that were granted under the 1988 Plan
were exercised in June 2005, and there are no outstanding awards under the 1988
Plan.
The 1988 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 422 of the Internal Revenue Code of 1986, as amended, and
options not intended so to qualify. The 1988 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 1988 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 1988 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.
1999 Plan
- ---------
In May 1999, the stockholders of the Company approved the American
Locker Group Incorporated 1999 Stock Incentive Plan (the "1999 Plan").
Administration. The 1999 Plan is administered by the Committee. The
Committee has the sole discretion to interpret the 1999 Plan, establish and
modify administrative rules, impose conditions and restrictions on awards, and
take such other actions as it deems necessary or advisable. In addition, the
full Board of Directors of the Company can perform any of the functions of the
Committee under the 1999 Plan.
Amount of Stock. The 1999 Plan provides for awards of up to 150,000
shares of Common Stock. The number and kind of shares subject to outstanding
awards, the purchase price for such shares and the number and kind of shares
available for issuance under the 1999 Plan is subject to adjustments, in the
8
sole discretion of the Committee, in connection with the occurrence of mergers,
recapitalizations and other significant corporate events involving the Company.
The shares to be offered under the 1999 Plan will be either authorized and
unissued shares or issued shares which have been reacquired by the Company.
Eligibility and Participation. The participants under the 1999 Plan
will be those employees and consultants of the Company or any subsidiary who are
selected by the Committee to receive awards, including officers who are also
directors of the Company or its subsidiaries. No participant can receive awards
under the 1999 Plan in any calendar year in respect of more than 15,000 shares
of Common Stock.
Amendment or Termination. The 1999 Plan has no fixed expiration date.
The Committee will establish expiration and exercise dates on an award-by-award
basis. However, for the purpose of awarding incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
("incentive stock options"), the 1999 Plan will expire ten years from its
effective date of May 13, 1999.
Stock Options. The Committee may grant to a participant incentive stock
options, options which do not qualify as incentive stock options ("non-qualified
stock options") or a combination thereof. The terms and conditions of stock
option grants including the quantity, price, vesting periods, and other
conditions on exercise will be determined by the Committee. Incentive stock
option grants shall be made in accordance with Section 422 of the Code.
The exercise price for stock options will be determined by the
Committee at its discretion, provided that the exercise price per share for each
stock option shall be at least equal to 100% of the fair market value of one
share of Common Stock on the date when the stock option is granted.
Upon a participant's termination of employment for any reason, any
stock options which were not exercisable on the participant's termination date
will expire, unless otherwise determined by the Committee.
Upon a participant's termination of employment for reasons other than
death, disability or retirement, the participant's stock options will expire on
the date of termination, unless the right to exercise the options is extended by
the Committee at its discretion. In general, upon a participant's termination by
reason of death or disability, stock options which were exercisable on the
participant's termination date (or which are otherwise determined to be
exercisable by the Committee) may continue to be exercised by the participant
(or the participant's beneficiary) for a period of twelve months from the date
of the participant's termination of employment, unless extended by the
Committee. Upon a participant's termination by reason of retirement, stock
options which were exercisable upon the participant's termination date (or which
are otherwise determined to be exercisable by the Committee) may continue to be
exercised by the participant for a period of three months from the date of the
participant's termination of employment, unless extended by the Committee. If
upon the disability or retirement of the participant, the participant's age plus
years of continuous service with the company and its affiliates and predecessors
(as combined and rounded to the nearest month) equals 65 or more, then all of
the participant's options will be exercisable on the date of such disability or
retirement for the exercise period stated above. In no event, however, may the
options be exercised after the scheduled expiration date of the options.
9
Subject to the Committee's discretion, payment for shares of Common
Stock on the exercise of stock options may be made in cash, by the delivery
(actually or by attestation) of shares of Common Stock held by the participant
for at least six months prior to the date of exercise, a combination of cash and
shares of Common Stock, or in any other form of consideration acceptable to the
Committee (including one or more "cashless" exercise forms).
Stock Appreciation Rights. Stock appreciation rights ("SARs") may be
granted by the Committee to a participant either separate from or in tandem with
non-qualified stock options or incentive stock options. SARs may be granted at
the time of the stock option grant or, with respect to non-qualified stock
options, at any time prior to the exercise of the stock option. A SAR entitled
the participant to receive, upon its exercise, a payment equal to (i) the excess
of the fair market value of a share of Common Stock on the exercise date over
the SAR exercise price, times (ii) the number of shares of Common Stock with
respect to which the SAR is exercised.
The exercise price of a SAR is determined by the Committee, but in the
case of SARs granted in tandem with stock options, may not be less than the
exercise price of the related stock option. Upon exercise of a SAR, payment will
be made in cash or shares of Common Stock, or a combination thereof, as
determined at the discretion of the Committee.
Change in Control. In the event of a change in control of the Company,
all stock options and SARs will immediately vest and become exercisable. In
general, events which constitute a change in control include: (i) acquisition by
a person of beneficial ownership of shares representing 30% or more of the
voting power of all classes of stock of the Company; (ii) during any year or
period of two consecutive years, the individuals who at the beginning of such
period constitute the Board no longer constitute at least a majority of the
Board; (iii) a reorganization, merger or consolidation; or (iv) approval by the
stockholders of the Company of a plan of complete liquidation of the Company.
No options were granted or exercised in 2004 under the 1999 Plan. 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, 2004. Share data
reflects the four-for-one stock distribution which was distributed on June 25,
1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised In-The-Money
on Exercise Realized Options at 12/31/04 (#) Options at 12/31/04 ($)(1)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ------------- --------- ----------- ------------- ----------- -------------
Edward F. Ruttenberg -- -- 25,000 -- $368,750 --
Roy J. Glosser -- -- 22,000 -- $324,500 --
(1) Calculated on the basis of the closing price of the underlying securities at
the closing of the market on December 31, 2004 ($14.75 per share) minus the
applicable exercise price.
ESTIMATED RETIREMENT BENEFITS
10
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. Edward F. Ruttenberg is credited with six years of service
under this plan. See Note 17 - Subsequent Events to the Company's Annual Report
on Form 10-K for its fiscal year ended December 31, 2004 for additional
information about the Company's decision in May 2005 to freeze its obligations
under the defined benefit plan such that after July 15, 2005 no benefits will
accrue under this plan.
Annual Pension Benefits for Years of
Credited Service Shown (1)
------------------------------------
Lifetime Average
Annual Earnings 10 Years 20 Years 30 Years
--------------- -------- -------- --------
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.
Effective February 1, 1999, the Company has established a 401(K) Plan
under which it matches employee contributions at the rate of $.10 per $1.00 of
employee contributions up to 10% of employee's wages.
SUPPLEMENTAL RETIREMENT PLAN
In December 1997, the Board of Directors of the Company adopted the
American Locker Group Incorporated Supplemental Executive Retirement Plan (the
"Supplemental Plan"), effective January 1, 1998. The Supplemental Plan provides
for supplemental retirement benefits to certain executive level employees of the
Company as established by the Stock Option - Executive Compensation Committee of
the Board of Directors from time to time. No director of the Company may be the
beneficiary of the Supplemental Plan unless such director also serves as an
employee of the Company.
The Supplemental Plan provides for payment by the Company to the
participant of a specified monthly benefit and the provision by the Company of
supplemental medical benefits for the benefit of the participant and his
dependents (the "Health Benefit"). The obligations of the Company under the
Supplemental Plan are triggered by the actual retirement of the participant
(defined as the date on which the participant ceases, for reasons other than
death, all active employment with the Company) or upon a change of control. For
purposes of the Supplemental Plan, "Change of Control" is defined as a change in
ownership or control of the Company such that (i) any person, as defined in
Section 13(d) or 14(d) of the Securities and Exchange Act of 1934 becomes
beneficial owner of more than 50% of the Company; (ii) during any two year
period (including periods prior to the adoption of the Supplemental Plan) there
shall cease to be a majority of the Board of the Company comprised of
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individuals who at the beginning of such period were on the Board and any new
members whose election was approved by a vote of the majority of the directors
who were then still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved;
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company (other than merger or consolidation, which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent at least 80% of the combined voting power of the
surviving entity after the merger or consolidation), the approval by the
stockholders of the Company of a complete liquidation of the Company, or the
Company enters into a plan to sell all or substantially all of the Company's
assets, in a single transaction or series of related transactions.
The Supplemental Plan also provides that upon the death of a
participant, the Company shall continue to pay to the participant's spouse for
the remainder of such spouse's life an amount equal to one-half of the benefit
paid to the participant and to continue to provide the Health Benefit for the
benefit of such spouse.
As of December 31, 2004, no eligible employees or spouses are
designated to receive benefits under the Supplemental Plan.
REPORT ON EXECUTIVE COMPENSATION
This Report on Executive Compensation is furnished by the Stock Option
- - Executive Compensation Committee of the Board of Directors (referred to in
this Report on Executive Compensation as the "Committee"). In accordance with
the rules of the Securities and Exchange Commission, this report is not
incorporated by reference into any of the Company's registration statements
under the Securities Act of 1933.
The Committee is responsible for all aspects of executive compensation
of the Company. The Committee determines levels of executive compensation for
each of the two principal executive officers of the Company and administers the
Company's 1999 Stock Incentive Plan, the Company's 1988 Stock Incentive Plan,
and the Supplemental Retirement Plan. Following its deliberations, the Committee
makes periodic reports to the entire Board of Directors.
The Committee currently consists of two members, John E. Harris and
James T. Vanasek, both of whom are independent non-employee directors. Both
current members of the Committee were initially appointed to the Board of
Directors in July 2005. Reference is made to the Report on Executive
Compensation contained in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (the "2004 Report"), which was filed with
the Securities and Exchange Commission on July 27, 2005 and which appears in the
2004 Annual Report of the Company. None of the members of the Committee at the
time the 2004 Report was issued are currently members of the Committee or of the
Board of Directors of the Company. The current members of the Committee were not
involved in the determination of and have not evaluated in any respect (i) the
compensation policies applicable to the Company's executive officers with
respect to compensation reported for the Company's last completed fiscal year,
(ii) the bases for the Compensation reported for the Company's Chief Executive
Officer for the Company's last completed fiscal year or (iii) the relationship
of the Company's performance to the Chief Executive Officer's compensation for
12
the Company's last completed fiscal year.
THE STOCK OPTION - EXECUTIVE
COMPENSATION COMMITTEE
John E. Harris
Mary A. Stanford
James T. Vanasek
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Stock Option - Executive Compensation Committee is an
officer or employee of the Company. No other member of the Committee has a
current or prior relationship, and no officer who is a statutory insider of the
company has a relationship to any other company, required to be described under
the Securities and Exchange Commission rules relating to disclosure of executive
compensation.
EMPLOYMENT CONTRACT
In November 1999, the Company entered into an employment agreement with
Edward F. Ruttenberg, effective November 18, 1999 (as amended on May 15, 2002,
March 1, 2005 and September 20, 2005, the "Ruttenberg Agreement"). The
Ruttenberg Agreement provides, among other things, (i) that the term of
employment will expire on December 31, 2005, (ii) that base salary will be
$12,301 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 upon the occurrence of a "Trigger Event," Mr. Ruttenberg will be entitled
to receive as a special bonus an amount equal to two times his annual base
salary at the rate in effect on the closing of such Trigger Event plus the
annual bonus, if any, received with respect to the most recently completed
fiscal year of the Company. For purposes of the Ruttenberg Agreement, a Trigger
Event shall mean the occurrence of the event described in subsection (i) below
and one or more of the events described in subsection (ii) below; (i) any Rights
issued under the American Locker Group Incorporated Stock Rights Agreement dated
November 18, 1999 become exercisable under terms of such Rights Agreement, as
amended and in effect from time to time, and (ii) the occurrence of any of the
following: (a) a substantial reduction in the base salary, benefits or
perquisites provided Mr. Ruttenberg; (b) a relocation of the Company's principal
place of business to a location which is more than 50 miles from its then
current location in Jamestown, New York; or (c) the assignment to Mr. Ruttenberg
of any duties inconsistent in any respect with Mr. Ruttenberg's current position
with the Company (including status, offices, titles and reporting requirements),
or any action by the Company which results in diminution in such position, or
Mr. Ruttenberg's current authority, duties or responsibilities, but excluding
for this purpose any isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Company. Mr. Ruttenberg has agreed that
the relocation of the Company's headquarters to Grapevine, Texas, does not
constitute a "relocation" of the Company's headquarters for purposes of the
Ruttenberg Agreement. The Ruttenberg Agreement also provides that in the event
of a sale of the Company, Mr. Ruttenberg will be entitled to receive an
incentive bonus equal to one year's base salary as in effect on the date of the
sale. The Ruttenberg 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 or more than a majority of the
outstanding shares if the Company entitled to vote upon the election of
13
directors. The Ruttenberg Agreement also provides that (a) if a Trigger Event
and the sale of the Company occur at the same time, only the payment required to
be made as a result of the occurrence of the Trigger Event shall be payable; and
(b) if a payment is made as a result of the sale of the Company, any payment
made as a result of the subsequent occurrence of a Trigger Event shall be
reduced by the amount of such prior payment.
The Ruttenberg 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 six months from the date of disability and
at the rate of 60% thereafter for the balance of the term of the agreement. The
Ruttenberg Agreement also provides that such payments shall be reduced by any
payments to which Mr. Ruttenberg is entitled under any disability plan then
maintained by the Company and by any payments to which Mr. Ruttenberg is
entitled under the Federal Social Security disability program.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require the
Company to disclose late filings of reports of stock ownership and changes in
stock ownership by its Directors and statutory insiders. Based solely upon a
review of Forms 3 and 4 and amendments thereto furnished to the Company during
2004, all filings made by these individuals were made on a timely basis in 2004.
AUDIT COMMITTEE
The duties and responsibilities of the Audit Committee of the Board of
Directors are governed by an Amended and Restated Audit Committee Charter. The
Audit Committee provides assistance to the Board of Directors in fulfilling its
oversight responsibility to the stockholders, potential stockholders, the
investment community and others relating to:
o the integrity of the Company's financial statements;
o the Company's compliance with legal and regulatory requirements;
o the qualifications and independence of the Company's independent registered
public accounting firm; and
o the performance of the Company's internal audit function and its
independent registered public accounting firm.
The Audit Committee consists of three directors, Steven Bregman, Mary
A. Stanford and James T. Vanasek, each of whom qualifies as "independent" under
applicable NASDAQ and SEC rules. Each member of the Audit Committee is able to
read and understand fundamental financial statements, including balance sheets,
income statements and cash flow statements. The Board of Directors has
14
determined that Steven Bregman qualifies as an "audit committee financial
expert" as defined by SEC regulations and possesses "financial sophistication"
as defined by SEC regulation as a result of previous experience and the exercise
of financial oversight responsibilities in prior positions.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Company's Annual
Report for 2004 with management, including a discussion of the quality, not just
the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements.
The Audit Committee reviewed with Schneider Downs & Co., Inc.,
the independent registered public accounting firm responsible for expressing
their opinion on the conformity of those audited financial statements with
generally accepted accounting principles, their judgments as to the quality,
not just the acceptability of the Company's accounting principles and such
other matters as are required to be discussed with the Audit Committee under
generally accepted auditing standards. In addition, the Audit Committee
received the written disclosures and the letter from Schneider Downs & Co.,
Inc. required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees),
and discussed with Schneider Downs & Co., Inc. its independence from
management and the Company.
The Audit Committee discussed with Schneider Downs & Co., Inc. the
overall scope and plans for its audit. The Audit Committee meets with the
Company's independent registered public accounting firm, without management
present, to discuss the results of its examination, its evaluation of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Audit Committee held one such meeting during 2004.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Annual Report
on Form 10-K for the year ended December 31, 2004 for filing with the Securities
and Exchange Commission. The Audit Committee also appointed Travis, Wolff &
Company, LLP as the Company's independent registered public accounting firm for
the year ending December 31, 2005.
THE AUDIT COMMITTEE
Mary A. Stanford, Chair
Steven Bregman
James T. Vanasek
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Business Conduct and Ethics which is
applicable to all employees, officers and Directors of the Company. The Code of
15
Business Conduct and Ethics is intended to address conflicts of interest,
corporate opportunities, confidentiality, fair dealing, protection and proper
use of Company assets and compliance with laws, rules and regulations (including
inside trading and reporting requirements). The Code of Business Conduct and
Ethics establishes special ethical rules with respect to the Chief Executive
Officer and senior financial officials of the Company. It also establishes
compliance procedures and mechanisms for reporting suspected violations. The
Code of Business Conduct and Ethics is available on the Company's website
(www.americanlocker.com). The Company intends to disclose amendments to, or
waivers from, provisions of the Code of Ethics that apply to the Chief Executive
Officer and senior financial officials by posting such information on its
website. The contents of the Company's website are not part of this Proxy
Statement.
CUMULATIVE TOTAL STOCKHOLDER RETURN
The graph set forth below shows the cumulative total stockholder return
(i.e., price change plus reinvestment of dividends) on the Common Stock from the
first day of trading in the Common Stock for the past five calendar years as
compared to the Russell 2000 Index and a peer group consisting of a group of
business equipment manufacturers, including Hon Industries, Inc., Herman Miller,
Inc., Xerox Corporation, Steelcase Inc. and Pitney Bowes, Inc. The graph assumes
that $100 was invested on January 1, 1999.
In accordance with the rules of the Securities and Exchange Commission,
this presentation is not incorporated by reference into any of the Company's
registration statements under the Securities Act of 1933.
COMPARATIVE CHART REFLECTING FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG AMERICAN LOCKER GROUP INCORPORATED,
RUSSELL 2000 INDEX AND MG GROUP INDEX
[Performance Graph]
COMPANY/INDEX/MARKET
1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----
American Locker 100.00 97.78 302.22 237.33 198.40 262.20
Coredata Group Index 100.00 60.90 81.51 70.22 102.81 117.26
Russell 2000 Index 100.00 95.68 96.66 75.80 110.19 129.47
16
OTHER TRANSACTIONS
ALSSI currently has a manufacturing agreement with Signore, Inc.
("Signore"), which formerly was a wholly owned subsidiary of the Company, to
furnish fabricating, assembly and shipping services. The manufacturing agreement
has been amended and restated to provide for a term which expires August 31,
2006, subject to automatic renewal for a one-year period on September 1, 2006,
and subject to termination by either party with one-year's notice to the other
party. On May 24, 2005, ALSSI delivered to Signore a one-year advance written
notice of termination of the manufacturing agreement, with such termination to
be effective May 24, 2006, as per the terms for termination in the manufacturing
agreement. 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 $2,990,000, $2,751,000 and
$3,109,000 of material from Signore during 2004, 2003 and 2002, respectively.
Alexander Ditonto serves as Chairman of Signore and is the father-in-law of Roy
J. Glosser, a former director of the Company who resigned from the Board of
Directors effective June 28, 2005. The Company does not preclude reaching a new
manufacturing agreement with Signore. The Company is, however, actively engaged
in finding potential alternate sources of manufacturing, fabricating and
assembly for certain of its products.
One of the Company's subsidiaries purchases fabricated parts from
Rollform of Jamestown, Inc., a rollforming company owned and managed by Edward
F. Ruttenberg, his wife and family, and other relatives of Mr. Ruttenberg.
Pursuant to this arrangement, the Company purchased $245,000, $151,100 and
$183,000 of materials from Rollform of Jamestown, Inc. in 2004, 2003 and 2002,
respectively.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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 October 31, 2005:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- ---------
Lawrence J. Goldstein 148,247(1) 9.6%
Santa Monica Partners L.P.
1865 Palmer Avenue
Larchmont, NY 10538
James T. Vanasek 121,508(2) 7.9%
VN Capital Management, LLC
198 Broadway, Suite 406
New York, NY 10038
17
(1) Based upon a Schedule 13D/A filing made by Mr. Goldstein on March 31,
2005. Includes 4,288 shares owned by Mr. Goldstein, 7,800 shares owned
by L. J. Goldstein Company Incorporated Pension Plan and 161,550
shares owned by Santa Monica Partners, L.P. Mr. Goldstein serves as
Trustee of the L. J. Goldstein Company Incorporated Pension Plan. Mr.
Goldstein is sole owner and serves as President of SMP Asset
Management, L.L.C., the sole general partner of Santa Monica Partners,
L.P. and may be deemed to be beneficial owner of shares held by Santa
Monica Partners, L.P. as a result. Mr. Goldstein disclaims beneficial
ownership of such shares held by Santa Monica Partners, L.P. for all
other purposes.
(2) Based on a Schedule 13D/A filing made by VN Capital Management, LLC on
March 28, 2005. The general partners of VN Capital Fund I, L.P. are VN
Capital Management, LLC and Joinville Capital Management, LLC. James
T. Vanasek, a Director of the Company, and Patrick Donnell Noone are
the Managing Members of VN Capital Management, LLC and Joinville
Capital Management, LLC.
INDEPENDENT AUDITORS
In conjunction with the movement of the Company's headquarters to its
facilities in Grapevine, Texas, the Audit Committee of the Board of Directors of
the Company has appointed Travis Wolff & Company, LLP, which is based in Dallas,
Texas, as the independent registered public accounting firm to audit the
financial statements of the Company and its subsidiaries for the fiscal year
ended December 31, 2005. Previously, the Company engaged Schneider Downs & Co.,
Inc. and Ernst & Young LLP as the independent registered public accounting firms
to audit the financial statements of the Company and its subsidiaries for the
fiscal years ended December 31, 2004 and 2003, respectively.
The following table presents fees and other expenses for professional
audit services rendered by (i) Schneider Downs & Co., Inc. for the audit of the
Company's annual financial statements for the year ended December 31, 2004 and
fees and other expenses for other services rendered during that period and (ii)
Ernst & Young LLP for the audit of the Company's annual financial statements for
the year ended December 31, 2003 and fees and other expenses for other services
rendered during that period.
2004 2003
----------- -------------
Audit fees ........................................... $185,000 $121,390
Audit-related fees ................................... 0 8,850
Tax fees ............................................. 2,600 47,611
All other fees ....................................... 500 0
---------- -------------
Total ................................................ $188,100 $177,851
============= =============
AUDIT FEES
Audit fees in 2004 relate to services rendered in connection with the
audit of the Company's consolidated financial statements and the quarterly
review of the financial statements included in the Company's Form 10-Q for its
third fiscal quarter.
18
AUDIT-RELATED FEES
Audit-related fees in 2004 include fees for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's financial statements and that are not reported under the
caption "Audit Fees" above.
TAX FEES
Tax fees in 2004 include fees for services with respect to tax
compliance, tax advice and tax planning.
OTHER FEES
Other fees in 2004 include fees for the provision of market information
relating to executive compensation matters at the request of the Company's Stock
Option - Executive Compensation Committee.
The Audit Committee considered whether the provision of all services
described above was compatible with maintaining the auditor's independence, and
has determined that such services for 2004 and 2003 were compatible with
maintaining the auditor's independence. All services described above were
pre-approved by the Audit Committee pursuant to Rule 2-01(c)(u)(i)(C) of
Regulation S-X promulgated by the Securities and Exchange Commission.
The Company has been advised that representatives of Travis, Wolff &
Company, LLP will be present at the 2005 Annual Meeting of Stockholders. Those
representatives 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.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
The Board of Directors has established a process to receive
communications from stockholders and other interested parties. To communicate
with the Board of Directors, any individual Director or any group or committee
of Directors, correspondence should be addressed to the Board of Directors or
such individual or group or committee and sent "c/o Corporate Secretary" at 815
S. Main Street, Grapevine, Texas 76051. Communications sent in this matter will
be reviewed by the office of the Corporate Secretary for the sole purpose of
determining whether the contents represent a message to one or more of the
Company's Directors.
19
In addition, it is the Company's policy that each member of the Board
of Directors attends the Annual Meeting of the Company's stockholders. All
members of the Board of Directors as of the date of the 2004 Annual Meeting were
in attendance at the 2004 Annual Meeting.
STOCKHOLDER PROPOSALS
Under Rule 14a-8 of the Securities and Exchange Commission, any
stockholder who intends to submit a proposal for action at the 2005 Annual
Meeting of Stockholders must provide notice to the Company which must be
received by the Secretary of the Company a reasonable time before the Company
begins to print and mail management's proxy statement and form of proxy relating
to the 2005 Annual Meeting of Stockholders. The Company will inform stockholders
of this deadline in a timely manner by appropriate means.
By Order of the Board of Directors
Alan H. Finegold
Secretary
November 11, 2005
20
APPENDIX A
AMERICAN LOCKER GROUP INCORPORATED
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Purpose
The purpose of the Nominating and Governance Committee of the Board of Directors
(the "Board") is to assist the Board in its responsibilities relating to Board
membership by:
o identifying individuals qualified to become Board members;
o selecting the director nominees for the next annual meeting of the
shareholders of the Company;
o selecting the membership composition of the committees of the Board; and
o at the direction of the Board, overseeing the development, implementation
and evaluating the Company's corporate governance policies.
Committee Membership
The Nominating and Governance Committee shall consist of at least three members,
one of whom shall serve as the chairperson of the Committee. The members of the
Nominating and Governance Committee shall meet the applicable membership and
independence requirements under National Association of Securities Dealers
("NASD") Rule 4200.
The members of the Nominating and Governance Committee and the chairperson of
the Nominating and Governance Committee shall be appointed at least annually by
the Board. The Board from time to time may remove members of the Nominating and
Governance Committee and fill any resulting vacancy.
Meetings
The Nominating and Governance Committee shall hold at least two
meetings per year and such additional meetings as the Nominating and Governance
Committee or its chairperson shall determine.
Committee Duties and Powers
To carry out its purpose, the Nominating and Governance Committee
shall have thefollowing duties and powers:
Identification of Potential Board Members. The Nominating and Governance
Committee actively shall seek and identify individuals qualified to become
members of the Board, consistent with criteria approved by the Board.
A-1
Selection of Director Nominees. The Nominating and Governance Committee shall
select nominees for election at each annual meeting of the shareholders of the
Company.
Independence and Qualification of Members of the Board. The Nominating and
Governance Committee shall review with the Board at least annually the
qualifications of new and existing members of the Board, considering the level
of independence of individual members, together with such other factors as the
Board may deem appropriate, including overall skills and experience, to ensure
the Company's on-going compliance with the independence and other standards set
by the NASD.
Committee Composition. The Nominating and Governance Committee shall determine
the membership composition of other committees of the Board and shall evaluate
the composition of each such committee periodically to ensure the Company's
on-going compliance with the independence and other standards set by the NASD.
Subcommittees. The Nominating and Governance Committee may form and delegate
authority to subcommittees when appropriate.
Corporation Governance. The Nominating and Governance Committee shall, at the
direction of the Board, oversee the development, implementation and periodic
evaluation of the Company's corporate governance policies.
Reports to the Board. The Nominating and Governance Committee shall make regular
reports to the Board.
Nominating and Governance Committee Charter. The Nominating and Governance
Committee shall review and reassess the adequacy of this charter annually and
recommend any proposed changes to the Board for approval.
Other Duties. The Nominating and Governance Committee also shall perform such
additional duties and have such additional responsibilities and functions as the
Board from time to time may determine.
Reports of the Committee
At each regular meeting of the Board, the Nominating and Governance
Committee shall report the substance of all actions taken by the Nominating and
Governance Committee since the date of its last report to the Board. Each report
shall be filed with the minutes of the Board to which it is presented, as a part
of the corporate records.
A-2
PROXY
AMERICAN LOCKER GROUP INCORPORATED
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICAN LOCKER GROUP INCORPORATED
The undersigned hereby appoints Edward F. Ruttenberg and Alan H.
Finegold, 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 American Locker Group Incorporated,
815 South Main Street, Grapevine, Texas, on December 15, 2005 at 10:00 A.M.,
Central Standard 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)
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Address Change/Comments (Mark the corresponding box on the reverse side)
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FOLD AND DETACH HERE
Please /_/
Mark Here
for Address
Change or
Comments
SEE REVERSE SIDE
1. ELECTION OF BOARD OF DIRECTORS 01 Edward F. Ruttenberg, 02 Alan H.
OF SIX MEMBERS Finegold, 03 John E. Harris, 04 Harold S.
Rabin, 05 Mary A. Stanford and 06 James T.
Vanasek
FOR (To withhold authority to vote for an individual
all nominees listed nominee, write his name on the following line)
(except as otherwise WITHHOLD AUTHORITY _______________________________________________
indicated with vote for all (The shares represented by this proxy will be
respect to individual nominees listed voted "FOR" each nominee unless authority to
nominees) vote is withheld in the manner provided above).
/_/ /_/
Dated: _______________________, 2005
-----------------------------------
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
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FOLD AND DETACH HERE
S