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 the registrant X
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
X Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
AMERICAN LOCKER GROUP INCORPORATED
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 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:
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(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 0-11:1
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(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
___ Fee paid previously with preliminary materials.
____________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
___ 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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AMERICAN LOCKER GROUP
INCORPORATED
15 WEST SECOND STREET
JAMESTOWN, NEW YORK 14702-1000
__________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1996
__________
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders will be held at the
offices of Kirkpatrick & Lockhart LLP, 1500 Oliver Building,
Pittsburgh, PA 15222 on Tuesday, May 21, 1996, at 10:00 a.m.,
Eastern Daylight Time, for the following purposes:
1. To elect a Board of Directors consisting of seven
persons to serve until the next Annual Meeting of
Stockholders and until their respective successors are
duly elected and qualified; and
2. To consider and act upon such other matters as may
properly come before the meeting.
The Board of Directors has fixed the close of business on
March 25, 1996 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
Alexander N. Ditonto
Secretary
Jamestown, New York
April 5, 1996
AMERICAN LOCKER GROUP
INCORPORATED
15 WEST SECOND STREET
JAMESTOWN, NEW YORK 14702-1000
__________
PROXY STATEMENT
__________
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1996
This Proxy Statement and the enclosed proxy, which are being
mailed to stockholders commencing on or about April 5, 1996, are
furnished in connection with the solicitation by the Board of
Directors of American Locker Group Incorporated (referred to in
this Proxy Statement as the "Company") of proxies for the Annual
Meeting of Stockholders of the Company to be held on Tuesday,
May 21, 1996, at 10:00 a.m., Eastern Daylight Time, at the
offices of Kirkpatrick & Lockhart LLP, 1500 Oliver Building,
Pittsburgh, PA 15222.
Only holders of Common Stock of record at the close of
business on March 25, 1996, will be entitled to notice of and to
vote at the Annual Meeting. On that date there were outstanding
818,625 shares of Common Stock. Each share of the Company's
outstanding Common Stock is entitled to one vote on all matters
to come before the Annual Meeting.
If the enclosed Proxy is properly executed and returned, it
may nevertheless be revoked at any time prior to its use by
execution of a later dated proxy, by voting in person at the
Annual Meeting or by written or verbal notice of such revocation
to the Secretary of the Company at any time before such proxy is
voted.
A copy of the 1995 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
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their reasonable expenses incurred in sending proxy material to
beneficial owners and obtaining their proxies.
INTRODUCTION
PURPOSE OF THE ANNUAL MEETING
The purpose of the Annual Meeting is to elect seven
directors to serve for a term of one year and until their
successors are duly elected and qualified.
ELECTION OF DIRECTORS
Seven persons, constituting the entire Board of Directors of
the Company, are to be elected at the 1996 Annual Meeting of
Stockholders to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified. It is intended that the accompanying proxy will be
voted for the election of the seven nominees on the following
pages, five of whom are now directors. Alan H. Finegold,
Thomas Lynch IV, Harold J. Ruttenberg, Thomas P. Johnson and
James E. Ruttenberg were elected by the stockholders of the
Company at the 1995 Annual Meeting of Stockholders. The two
additional nominees are Roy J. Glosser, currently Vice President-
Operations, and Edward F. Ruttenberg.
All nominees have indicated that they are willing and able
to serve as directors if elected. If any nominees should be
unable or unwilling to serve, the proxies will be voted for the
election of such person as shall be designated by the Board of
Directors to replace such nominee.
The Company is organized under the laws of the State of
Delaware. The General Corporation Law of the State of Delaware
requires that directors be elected by a plurality of the votes of
the shares present in person or represented by proxy at a meeting
and entitled to vote in the election of directors. Accordingly,
an abstention from voting will have the effect of a vote against
a proposal to elect directors and broker non-votes will have no
effect on the outcome of such proposal. The stockholders of the
Company are not entitled to vote cumulatively in the election of
directors.
INFORMATION AS TO NOMINEES FOR DIRECTORS
The following sets forth certain information concerning the
nominees for election as directors, including the number of
shares of Common Stock of the Company beneficially owned directly
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or indirectly, by each on March 25, 1996. Also included are the
names of other companies filing reports pursuant to the
Securities Exchange Act of 1934, as amended, for which the
nominees serve as directors or trustees. There are no family
relationships between any nominees or principal officers of the
Company except, between Harold J. Ruttenberg, a nominee for
director, Chairman, Chief Executive Office and Treasurer, and his
sons, Edward F. Ruttenberg, and James E. Ruttenberg, each a
nominee for director, and between Alex N. Ditonto, President
Chief Operating Officer and Secretary, and his son, Michael A.
Ditonto, Vice President - Business Development, and his son-in-
law, Roy J. Glosser, Vice President - Operations and a nominee
for director.
ALAN H. FINEGOLD
Mr. Finegold, 53, a director since 1994, and a member of the
Executive Committee and the Audit Committee, has served as a
partner of Kirkpatrick & Lockhart LLP, a Pittsburgh law firm, for
more than five years.
THOMAS LYNCH, IV
Mr. Lynch, 52, a director since 1994, and a member of the
Executive Compensation Committee, has served as a First Vice
President of Janney, Montgomery and Scott, a brokerage firm, for
five years.
ROY J. GLOSSER
Roy J. Glosser, 35, has, since 1995, been Vice President
Operations of the Company. He has been employed by the Company
since 1992. Prior to that, he was product manager of Acu-Rite
Inc., an electronics/manufacturing firm. It is expected that Mr.
Glosser will be appointed President and Chief Operating Officer
of the Company with such appointment to become effective on May
21, 1996 immediately following the Annual Meeting.
THOMAS P. JOHNSON
Mr. Johnson, 81, a director since 1973, and Chairman of the
Executive Compensation Committee and member of the Audit
Committee of the Board of Directors, has served as counsel to
Kirkpatrick & Lockhart LLP, a Pittsburgh law firm, for more than
five years.
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EDWARD F. RUTTENBERG
Mr. Edward F. Ruttenberg, 49, has, for more than five years,
been President and a director of Rollform of Jamestown, Inc., a
rollforming company. It is anticipated that Mr. Edward
Ruttenberg will be appointed Vice Chairman of the Board (assuming
his election at the Annual Meeting) effective May 21, 1996,
immediately following the Annual Meeting.
HAROLD J. RUTTENBERG
Mr. Harold J. Ruttenberg, 81, a director since 1973, has
been Chairman, Chief Executive Officer and Treasurer for more
than five years, and is Chairman of the Executive Committee of
the Board of Directors. Mr. Ruttenberg also serves as Chairman
of the Board and Treasurer of Rollform of Jamestown, Inc.
JAMES E. RUTTENBERG
Mr. James E. Ruttenberg, 54, a director since 1994 and a
member of the Executive Compensation Committee of the Board of
Directors, has served as Executive Vice President of Claremont
Billing Systems, Inc., a data processing/telephone billing firm,
for more than five years.
STOCK OWNERSHIP OF NOMINEES AND EXECUTIVE OFFICERS
As of March 25, 1996, 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:
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NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
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Alan H. Finegold 1,000 *
1500 Oliver Building
Pittsburgh, Pa 15222
Thomas Lynch, IV 0 *
201 Lexington Avenue
Pittsburgh, PA 15215
Harold J. Ruttenberg 189,082(1) 22.8%
300 South Craig Street
Second Floor
Pittsburgh, PA 15213
Thomas P. Johnson 152,085(2) 18.6%
1500 Oliver Building
Pittsburgh, PA 15222
Alexander N. Ditonto 25,700 3.1%
15 West Second Street
Jamestown, NY 14701
James E. Ruttenberg 6,814(3) *
254 South Main St.
New York, NY 10956
Edward F. Ruttenberg 4,250(4) *
5864 Aylesboro Avenue
Pittsburgh, PA 15217
Roy J. Glosser 300(5) *
15 West Second Street
Jamestown, NY 14701
____________
(*) Less than 1%
(1) Includes 12,000 shares which Mr. H. J. Ruttenberg has the
right to acquire under stock options. Also includes 54,000
shares held by Mr. H. J. Ruttenberg's wife with respect to
which Mr. H. J. Ruttenberg disclaims beneficial ownership
and 2,583 shares held by Rollform of Jamestown, Inc. in
which Mr. H. J. Ruttenberg owns a 66% interest. Mr. H. J.
Ruttenberg disclaims beneficial ownership of any shares of
the Company owned by Rollform of Jamestown, Inc.
(2) Includes 300 shares owned by Mr. Johnson's wife with respect
to which Mr. Johnson disclaims beneficial ownership.
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(3) Includes 2,020 shares owned by Julie R. Ruttenberg,
daughter, as to which shares Mr. J. E. Ruttenberg disclaims
beneficial ownership.
(4) Includes 2,750 shares held by Edward F. Ruttenberg, 500
shares held jointly by Edward F. Ruttenberg and Sara
Ruttenberg. Also included are 1,000 shares owned by their
son, as to which shares Edward F. Ruttenberg disclaims
beneficial ownership.
(5) Includes 200 shares owned by Mr. Glosser's wife with respect
to which Mr. Glosser disclaims beneficial ownership.
All directors and executive officers of the Company as a
group (eight persons) and persons who may be deemed to be part of
the group with a director owned beneficially 377,511 shares of
Company Common Stock, or approximately 45.4% of the shares
outstanding, on March 25, 1996. For purposes of the foregoing
sentence, shares subject to stock options held by such persons
(12,000 shares) are included in the number of shares held and the
total number of shares outstanding.
INFORMATION WITH RESPECT TO COMMITTEES
AND COMPENSATION OF DIRECTORS
During 1995, the Board of Directors met one time (plus three
actions by unanimous written consent), the Audit Committee met
once, and the Executive Compensation and the Executive Committee
each took one action by unanimous written consent. The functions
of the Audit Committee consist primarily of reviewing the scope
and results of the audit of the Company's financial statement and
the findings and recommendations of the Company's independent
accountants with respect to the system of internal controls and
recommending to the Board of Directors the selection of the
independent accountants for the Company for the next year. The
functions of the Executive Compensation Committee consist of
determining compensation to be paid to executive officers of the
Company and administering all stock option plans of the Company,
including making decisions relative to the grant of options. The
function of the Executive Committee is to exercise the powers of
the Board of Directors in the management of the affairs of the
Company between the meetings of the Board of Directors. The
Company does not have a nominating committee.
Each director who is not a salaried employee of the Company
is paid an annual fee of $2,500 and a fee of $200 for each
meeting of the Board of Directors or of a Committee of the Board
which he attends. Only one fee is payable if the Board and a
Committee meet on the same day.
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All directors attended more than 75% of the aggregate total
number of meetings held in 1995 by the Board of Directors and the
Committees of the Board of Directors on which they serve.
COMPENSATION AND OTHER TRANSACTIONS
WITH MANAGEMENT AND OTHERS
The following information is given for 1995, 1994 and 1993
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 three
highest paid executive officers of the Company whose aggregate
compensation from the Company and its subsidiaries exceeded
$100,000:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ALL OTHER
NAME AND PRINCIPAL COMPENSATION
Year Salary Bonus
POSITION
Harold J. Ruttenberg 1993 $132,000 $12,000 $0
Chairman, Chief 1994 150,000 25,000 0
Executive Officer and 1995 150,000 72,500 0
Treasurer
Alexander N. Ditonto 1993 $133,000 $ 9,000 $0
President, Chief 1994 133,000 40,000 0
Operating Officer and 1995 133,000 67,500 0
Secretary
Roy J. Glosser 1995 $ 75,796 $25,000 $0
Vice President -
Operations
OTHER BENEFIT PLANS
In December 1985, the Board of Directors adopted a plan of
incentive awards to be made to executive officers of the Company
in the discretion of the Executive Compensation Committee based
upon individual performance. No such awards were made with
respect to the year ended December 31, 1995.
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STOCK OPTIONS
In May 1988 the stockholders of the Company approved the
American Locker Group Incorporated 1988 Stock Incentive Plan (the
"Plan"). Grants under the Plan are to be granted to certain
officers and directors of the Company by the Executive
Compensation Committee of the Board of Directors (the
"Committee") in its discretion.
The Plan provides for the grant of rights to receive cash
and/or Company Common Stock, including options intended to
qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1986, as amended, and options not
intended so to qualify. A maximum of 100,000 shares of Company
Common Stock could be paid to participants under the Plan, and/or
purchases pursuant to stock options granted under the Plan,
subject to antidilution and other adjustments in certain events
specified in the Plan.
The Plan provides that the exercise price of stock options
must be no less than the fair market value on the date of grant
of the shares of Company Common Stock subject thereto and no
stock option granted under the Plan may be exercisable more than
ten years after its grant. In the case of a holder of 10% or
more of the Company Common Stock, options intended to be
incentive stock options must have an exercise price of at least
110% of the fair market value of the underlying shares of Company
Common Stock on the date of grant and such options must expire
within five years of the date of grant. Upon exercise of a stock
option, the option price is required to be paid in cash, or at
the discretion of the Committee, in shares of Company Common
Stock, valued at the fair market value thereof on the date of
payment, or in a combination of cash and shares of Company Common
Stock.
The Plan authorizes the Committee, in the event of any
tender offer or exchange offer (other than an offer by the
Company) for shares of Company Common Stock, to take such action
as it may deem appropriate to enable the recipients of
outstanding awards to avail themselves of the benefits of such
offer, including acceleration of payment or exercise dates and
purchase outstanding stock options.
The Board of Directors is empowered to amend or terminate
the Plan at any time, provided, however, that no such action
would be permitted to adversely affect any rights or obligations
with respect to any awards theretofore made under the Plan, and
provided further, that no such amendment, without approval of the
holders of a majority of the shares of Company Common Stock voted
thereon in person or by proxy, shall increase the number of
shares of Company Common Stock subject to the Plan, extend the
period during which awards may be granted, increase the maximum
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term for which stock options may be issued under the Plan,
decrease the minimum price at which stock options may be issued
under the Plan, or materially modify the requirements for
eligibility to participate in the Plan.
No options were granted under the Plan in 1995 and no
options were exercised in 1995.
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, 1995. No shares were
acquired on exercise of options by such persons during the year
ended December 31, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Shares
Ac- Value of
quired Unexercised
on Value Number of in-the-Money
Exer- Real- Unexercised Options/SARs
cise ized Options/SARs at FY-
Name (#) ($) at FY-End(#) End($)(1)
Exer- Un- Exer- Un-
cis- exer- cis- exer-
able cis- able cis-
able able
Harold J. -0- -0- 12,000 -0- $94,500 -0-
Ruttenberg
Alexander -0- -0- -0- -0- -0- -0-
N. Ditonto
Roy J. -0- -0- -0- -0- -0- -0-
Glosser
(1) Calculated on the basis of the fair market value of the
underlying securities at December 31, 1995 ($10.75) minus
the exercise price.
ESTIMATED RETIREMENT BENEFITS
The Company's pension plan for salaried employees provides
for an annual pension upon normal retirement computed under a
career average formula, presently equal to 2% of an employee's
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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.
Annual pension benefits for years of
Lifetime average credited service shown(1)
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.
As of April 1, 1992, Harold J. Ruttenberg and Alexander N.
Ditonto elected to receive a lump sum distribution from a prior
terminated salaried pension plan and are participants in the new
salaried pension plan described above. Alexander N. Ditonto is
credited with seven years service under such plan, Roy J. Glosser
is credited with four years service, and Mr. Harold J.
Ruttenberg is required to withdraw a lump sum distribution
yearly.
EMPLOYMENT CONTRACTS
Mr. A. N. Ditonto has advised the Board that he will retire
as President, Chief Operating Officer and Secretary of the
Company effective May 21, 1996. It is expected that the Company
will enter into an employment agreement with Roy J. Glosser,
effective May 21, 1996, pursuant to which Mr. Glosser will become
President and Chief Operating Officer of the Company. The
Glosser Agreement is expected to provide, among other things
(i) that the term of employment shall expire on June 30, 1999,
(ii) that the base compensation shall be $8,334 per month, plus
any increase in base salary and any incentive compensation as
determined by the Board of Directors of the Company, and
(iii) that in the event of the sale of the Company, Mr. Glosser
shall be entitled to an incentive bonus equal to one year's base
salary in effect at the date of the sale.
It is expected that the Glosser Agreement will define "sale
of the Company" as any merger or sale of substantially all assets
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of the Company or the sale or exchange to or with one entity or
group acting in concert of more than a majority of the
outstanding shares of the Company entitled to vote upon the
election of directors.
The Glosser Agreement is also expected to provide that in
the event of permanent disability, the Company shall pay the
employee 100% of his base salary at the rate then in effect for a
period of eight months from the date of disability and at the
rate of 60% thereafter for the balance of the term of the
agreement. The Glosser Agreement is also expected to provide
that such payments shall be reduced by any payments to which
Mr. Glosser is entitled under any disability plan then maintained
by the Company and by any payments to which Mr. Glosser is
entitled under the Federal Social Security disability program.
As noted above, Mr. A. N. Ditonto has advised the Board that
he will retire as President, Chief Operating Officer and
Secretary of the Company effective May 21, 1996. Mr. A. N.
Ditonto and the Company are parties to an employment agreement
which runs through December 31, 1998 which provides for base
compensation of $133,000 per year and provides for an incentive
bonus equal to one year's base salary upon sale of the Company,
such term being defined in the same fashion as in the Glosser
Agreement. The Ditonto Agreement also contains a disability
provision similar to that in the Glosser Agreement. Mr. A. N.
Ditonto and the Company are expected to execute a formal
termination of the Ditonto Agreement as of May 21, 1996.
OTHER TRANSACTIONS
Mr. Alan H. Finegold and Mr. Thomas P. Johnson, directors of
the Company, are respectively a partner in and counsel to the law
firm of Kirkpatrick & Lockhart LLP which has provided legal
services to the Company and its subsidiaries since May 1973 and
will continue to provide such services in the future.
Mr. Thomas Lynch, IV, a director of the Company, is First
Vice President of Janney, Montgomery and Scott, a brokerage firm
which makes a market in the Common Stock of the Company.
One of the Company's subsidiaries entered into a
Manufacturing Agreement with Signore, Inc., to furnish
fabricating, assembly and shipping services. The Agreement
became effective on January 1, 1989 for a term which has been
extended through April 30, 2000. The Agreement provides that the
cost to the Company for these services be equal to Signore's cost
divided by 80%. Pursuant to the Manufacturing Agreement, the
Company purchased $3,470,582 and $2,793,880 of material from
Signore, Inc. during 1995 and 1994, respectively, at prices that
the Company believes are at arm's length. Alexander N. Ditonto,
President, Secretary and a Director of the Company, serves as a
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Director and President of Signore, Inc. Michael A. Ditonto, Vice
President Business Development of the Company serves as Vice
President and Director of Signore, Inc.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the management of the Company, only the
following persons or groups owned of record or beneficially 5% or
more of the outstanding Common Stock of the Company as of
March 25, 1996:
Name and Address of Shares Percent
Beneficial Owner Beneficially Owned of Class
------------------- ------------------ ---------
Harold J. Ruttenberg 189,082(1) 22.8%
300 South Craig Street
Pittsburgh, PA 15213
Thomas P. Johnson 152,085(2) 18.6%
1500 Oliver Building
Pittsburgh, PA 15222
__________
(1) Includes 12,000 shares which Mr. H. J. Ruttenberg has the
right to acquire under stock options. Also includes 54,000
shares held by Mr. H. J. Ruttenberg's wife, and 2,583 shares
held by Rollform of Jamestown, Inc. with respect to which
Mr. H. J. Ruttenberg disclaims beneficial ownership.
(2) Includes 300 shares owned by Mr. Johnson's wife. Mr.
Johnson disclaims ownership of such shares.
FILING REQUIREMENTS
In one instance, one director of the Company has failed to
file on a timely basis a stock ownership disclosure form with the
Securities and Exchange Commission. In March 1995, Mr. James E.
Ruttenberg filed a disclosure report regarding Company Common
Stock received as gift by his daughters in December 1994.
INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Ernst &
Young LLP as independent auditors to audit the financial
statements of the Company and its subsidiaries for the fiscal
year ending December 31, 1995 and to report on such audit to the
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stockholders of the Company. The firm of Ernst & Young LLP has
audited the Company's books annually since 1964. The Company has
been advised that the representatives of Ernst & Young LLP will
be present at the Annual Meeting of Stockholders and they will
have an opportunity to make a statement, if they desire to do so
and they will be available to respond to appropriate questions.
OTHER MATTERS
The management of the Company knows of no other matters
which are to be brought before the Annual Meeting other than
those matters set forth in this Proxy Statement. However, if any
other matters come before the meeting, the holders of the proxies
will vote on such matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Any stockholder who intends to submit a proposal for action
at the 1997 Annual Meeting of Stockholders must provide notice to
the Company which must be received by the Secretary of the
Company before December 9, 1996 in order for the proposal to be
included in management's proxy statement and form of proxy
relating to the 1997 Annual Meeting of Stockholders.
By Order of the Board of Directors
Alexander N. Ditonto
Secretary
April 5, 1996
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