-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OBg4AyWls1g9bpORP4LQOiNYPxfI6EoEe5Y/PJgTTN1+IKdkYKiGf8duhdlJi1l0 Zh8dqjNgl4vCv1ovWTX9Fg== 0000950116-96-000248.txt : 19960416 0000950116-96-000248.hdr.sgml : 19960416 ACCESSION NUMBER: 0000950116-96-000248 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960131 FILED AS OF DATE: 19960415 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MET PRO CORP CENTRAL INDEX KEY: 0000065201 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 231683282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07763 FILM NUMBER: 96547059 BUSINESS ADDRESS: STREET 1: P O BOX 144 STREET 2: 160 CASSELL ROAD CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2157236751 MAIL ADDRESS: STREET 1: 160 CASSELL ROAD STREET 2: BOX 144 CITY: HARLEYSVILLE STATE: PA ZIP: 19438 FORMER COMPANY: FORMER CONFORMED NAME: MET PRO WATER TREATMENT CORP DATE OF NAME CHANGE: 19740924 FORMER COMPANY: FORMER CONFORMED NAME: MET PRO INC DATE OF NAME CHANGE: 19661026 PRE 14A 1 ================================================================================ RULE 14A-101 SCHEDULE 14 A 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: /X/ Preliminary Proxy Statement / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Materials Pursuant to Exchange Act Rule 14a-11 or Rule 14a-12 - -------------------------------------------------------------------------------- MET-PRO CORPORATION (Name of registrant as specified in its charter) - -------------------------------------------------------------------------------- Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act RuleS 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each part 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: - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of 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: ================================================================================ LOGO 160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 1996 To the Stockholders of MET-PRO CORPORATION: Notice is hereby given that the Annual Meeting of Stockholders of MET-PRO CORPORATION, a Delaware corporation (the "Company"), will be held at the DOUBLETREE GUEST SUITES, 640 WEST GERMANTOWN PIKE (AT HICKORY ROAD) IN PLYMOUTH MEETING, PENNSYLVANIA, on June 5, 1996, at the hour of 11:30 a.m. for the following purposes: 1. To elect one Director to serve until the 1999 Annual Meeting of Stockholders. 2. To ratify the selection of Margolis & Company P.C. as independent certified public accountants for the Company's fiscal year ending January 31, 1997. 3. To transact such other business as may properly come before the meeting. Only stockholders of record at the close of business on April 12, 1996 are entitled to notice of and to vote at such meeting or any adjournment thereof. William F. Moffitt, Secretary Harleysville, Pennsylvania April 19, 1996 Whether or not you plan to attend the meeting, please sign and date the enclosed proxy, which is solicited by the Board of Directors of the Company, and return it to the Company. The proxy may be revoked at any time before it is voted, and stockholders executing proxies may attend the meeting and vote there in person, should they so desire. MET-PRO CORPORATION 160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438 --------------- PROXY STATEMENT --------------- The Board of Directors presents this proxy statement to all stockholders and solicits their proxies for the Annual Meeting of Stockholders to be held on June 5, 1996. All proxies duly executed and received will be voted on all matters presented at the meeting in accordance with the specifications made in such proxies. In the absence of specified instructions, proxies so received will be voted for the named nominee to the Company's Board of Directors and in favor of each of the other proposals set forth in the Notice of the Annual Meeting of Stockholders and described in this Proxy Statement. Management does not know of any other matters that may be brought before the meeting nor does it foresee or have reason to believe that proxyholders will have to vote for a substitute or alternate nominee. In the event that any other matter should come before the meeting or the nominee is not available for election, the person named in the enclosed proxy will have discretionary authority to vote all proxies not marked to the contrary with respect to such matters in accordance with their best judgment. The proxy may be revoked at any time before being voted by written notice to such effect received by the Company, 160 Cassell Road, Harleysville, Pennsylvania 19438, attention: President, prior to exercise of the proxy, by delivery of a later proxy or by a vote cast in person at the meeting. The Company will pay the entire expense of soliciting these proxies, which solicitation will be by use of the mails. The total number of shares of Common Stock of the Company outstanding as of April 12, 1996 was 4,638,465 (excluding treasury shares). The Common Stock is the only class of securities of the Company entitled to vote, each share being entitled to one noncumulative vote. Only stockholders of record as of the close of business on April 12, 1996 will be entitled to vote. A list of stockholders entitled to vote at the meeting will be available at the Company's offices, 160 Cassell Road, Harleysville, Pennsylvania, for a period of ten days prior to the meeting for examination by any stockholder. It is anticipated that these proxy materials will be mailed to stockholders of the Company on or about April 26, 1996. ELECTION OF DIRECTORS The Company's Board of Directors presently consists of seven members who have been divided into three classes: two classes of two Directors each and one class of three Directors, as provided in the Company's Certificate of Incorporation, as amended. Mr. Wofsey, who has served as a Director and Vice Chairman for many years and as General Counsel since the founding of the Company, has expressed his wish to retire as a Director. He has therefore declined renomination, but has consented to continue as General Counsel at the pleasure of the Board. The Company has reduced to six the number of Directors constituting the Board. Unless otherwise indicated in valid proxies received pursuant to this solicitation, such proxies will be voted for the election of the person listed below as nominee for the term set forth below. Management has no reason to believe that the nominee will not be available or will not serve if elected, but if he should become unavailable to serve as a Director, full discretion is reserved to the persons named as proxies to vote for such other person as may be nominated. The following sets forth certain information as to the nominee for election as a Director and for each other person whose term of office as a Director will continue after this Annual Meeting of Stockholders: 1
NUMBER AND PERCENTAGE OF SHARES OF COMMON STOCK YEAR OWNED BENEFICIALLY FIRST (DIRECTLY OR BECAME INDIRECTLY) AS OF NAME AGE PRINCIPAL OCCUPATION DIRECTOR APRIL 12, 1996* NOMINEE FOR TERM TO EXPIRE IN 1999 Walter A. Everett 74 Mr. Everett is the former President 1968 36,379 0.8% and current Chairman of the Board of the Company. Except for a brief period prior to August 15, 1990, he has been a Director of the Company for the past twenty-six years. DIRECTORS WHOSE TERM EXPIRES IN 1998 William L. Kacin 64 Mr. Kacin was elected President, 1993 45,534 1.0% Chief Executive Officer and a Director of the Company on February 18, 1993. Prior to that, he was Vice-President and General Manager of the Company's Sethco Division for seventeen years. Richard P. Klopp 75 Mr. Klopp, from 1968 to 1983, was 1987 32,069 0.7% Chairman of the Board, President and Chief Executive Officer of Catalytic, Inc., a company engaged in the design and manufacture of equipment related to the chemical and petrochemical industries. Mr. Klopp is presently retired. DIRECTORS WHOSE TERM EXPIRES IN 1997 Alan Lawley 62 Dr. Lawley is the Grosvenor 1990 11,782 0.3% Professor of Metallurgy in the Department of Materials Engineering at Drexel University, Philadelphia, Pennsylvania. He is a Fellow of ASM, a former President of the Metallurgical Society (1982) and of AIME (1987), and is Editor-in-Chief of the International Journal of Powder Metallurgy. He is an expert in physical and mechanical metallurgy, powder metallurgy, composite materials, and materials engineering design. He has consulted, lectured and published in these areas.
*Includes stock options currently exercisable. 2
NUMBER AND PERCENTAGE OF SHARES OF COMMON STOCK YEAR OWNED BENEFICIALLY FIRST (DIRECTLY OR BECAME INDIRECTLY) AS OF NAME AGE PRINCIPAL OCCUPATION DIRECTOR APRIL 12, 1996* Thomas F. Hayes 73 Mr. Hayes was President of Philadelphia Gear 1985 15,525 0.3% Corporation, a privately held corporation, from 1969 to 1984, when he retired. He is a West Point graduate, a member of the board of Managers of Beneficial Savings Bank, Philadelphia, Pennsylvania and a Director of PM Company, Philadelphia, Pennsylvania. William F. Moffitt 46 Mr. Moffitt has been Vice-President of 1993 27,912 0.6% Finance, Secretary, Treasurer and Chief Financial Officer of the Company since 1986. He is a Certified Public Accountant.
*Includes stock options currently exercisable. BOARD AND COMMITTEE PARTICIPATION The Board of Directors of the Company held six (6) meetings during the fiscal year ended January 31, 1996. All Directors were in attendance at each of such meetings. The Audit Committee of the Board (composed of Mr. Hayes, Chairman, and Dr. Lawley) reviews the activities of the Company's independent auditors (including fees, services and scope of the audit), reviews the Company's internal audit policies and procedures and the preparation of the Company's financial statements, and reports and makes recommendations to the Board with respect thereto. The Audit Committee met once during fiscal 1996. The Compensation Committee of the Board (composed of Mr. Wofsey, Chairman, and Mr. Klopp) reviews and recommends to the Board appropriate action with respect to all matters pertaining to compensation of officers and other key employees of the Company. See the Committee's report on page 4 of this proxy statement. The Compensation Committee met once in fiscal 1996. The Stock Option Committee (composed of Mr. Everett, Chairman, and Dr. Lawley) met once during fiscal 1996. The Company does not have a nominating committee charged with the search for and recommendation to the Board of potential nominees for Board positions. This function is performed by the Board as a whole. It has been, and continues to be, the Board's policy to entertain stockholder recommendations for prospective Board nominees. Any such recommendations may be submitted to the Board, in writing, addressed to Walter A. Everett, Chairman. Non-employee Directors currently receive a fee of $1,250 per regular meeting, but no fee for committee meetings, telephone meetings or stockholder meetings. A retainer fee of $7,500 per year is also paid to all Directors in quarterly installments. Mr. Wofsey received a salary of $39,000 as Vice Chairman and received $108,000 for legal services as General Counsel during fiscal 1996. 3 PRINCIPAL SECURITY HOLDERS The following table sets forth as of April 12, 1996 the number and percentage of shares held by all persons who, to the knowledge of the Company's management, are the record and/or beneficial owners of, or who otherwise exercise voting or dispositive control over, 5% or more of the Company's outstanding shares of Common Stock and the holdings of all of the Company's officers and Directors as a group: NAME AND ADDRESS APPROXIMATE OF OWNER OR AMOUNT OF PERCENTAGE IDENTITY OF GROUP SHARES OWNED OF CLASS - ----------------- ------------ ----------- Dimensional Fund Advisors, Inc. 276,081(1) 5.9% 1299 Ocean Avenue Santa Monica, CA 90401 All officers and Directors 401,839(2) 8.6% as a group (15 persons) - --------- (1) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed to have beneficial ownership of 184,054 shares of stock as of December 31, 1994, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors, Inc. serves as investment manager. Dimensional disclaims beneficial ownership of all such shares, per Schedule 13G as most recently filed with the SEC on January 31, 1995. To adjust for the 3-for-2 stock split of May 12, 1995, the 184,054 shares previously reported were increased to 276,081. (2) Includes exercisable options to purchase 46,975 shares of Common Stock. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee is responsible for reviewing compensation plans, programs and policies relating to cash remuneration, monitoring performance and cash compensation of executive officers and reporting to the Board concerning that area of executive compensation. In formulating its recommendations, the Committee considers the Company's after-tax earnings and sales volume as compared to previous years, taking into account expenditures generated in pursuit of long term growth objectives. Officers' salaries are keyed to maintaining compensation at competitive levels to assure continued availability of highly qualified personnel, with due consideration given to economic conditions in the locale where officers are employed. Compensation opportunities consist of year-end salary increases and bonuses. Salary increases for Vice Presidents managing the Company's Divisions are based on managerial performance, significant problem solving, cost control, contribution of a Division to pre-tax earnings, development of new products, exploitation of markets and other growth factors. Salary increases and bonuses of the Chief Executive Officer and the Financial Vice President are based on the overall financial results of operations and their perceived skills, as demonstrated in problem solving and daily management, as well as in planning and carrying out short-term and long-term objectives. The Company's bonus program for officers is not designed to establish a category of "at risk" compensation. It is rather an extra award for satisfactory to exceptional performance. Where bonuses are granted, they generally range from 3% to 10% of annual salary, but can be as high as 25% in cases of unusual achievement. 4 The Chief Executive Officer presents to the Committee a written evaluation of each officer's performance and his recommendation as to salary increases and bonuses and this is carefully considered by the Committee and discussed with the Chairman of the Board and the Chief Executive Officer. Earl J. Wofsey (Chairman) Richard P. Klopp December 13, 1995 EXECUTIVE COMPENSATION AND OTHER INFORMATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following table shows, for the fiscal years ended January 31, 1994, 1995 and 1996, the cash compensation paid by the Company, as well as certain other compensation paid or accrued for those years, to each of the most highly compensated executive officers of the Company where cash compensation exceeded $100,000 (the "Named Executive Officers") in all capacities in which they served. SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation --------------------------------------- ---------------------- Awards ------ All Other Name and Principal Salary Bonus Options Compensation Position Year ($) ($) (#) ($)(A) - ------------------ ---- -------- ------- ------- ------------ W. A. Everett 1996 $121,500 $ 0 0 $3,627 Chairman 1995 114,000 0 0 2,655 1994 114,000 0 5,000 2,627 W. L. Kacin 1996 $234,625 $42,000 20,000 $4,477 President & Chief 1995 219,375 35,000 0 3,438 Executive Officer 1994 195,962 25,000 10,000 5,435 W. F. Moffitt 1996 $143,750 $24,000 12,000 $4,477 Vice President, Finance, 1995 130,625 20,000 0 3,438 Secretary/Treasurer, 1994 115,833 15,000 10,000 3,314 Chief Financial Officer J. B. Lechner 1996 $106,629 $15,000 5,000 $3,630 Vice President & 1995 102,550 15,000 1,000 2,693 General Manager 1994 89,750 18,000 0 2,771 Stiles-Kem Division - ---------------
(A) The total amount shown in this column for all fiscal years are contributions to the Salaried Employee Stock Ownership Trust (ESOT) as described on page 7. There are no other Long Term Compensation Programs other than a Pension Plan and Directors' deferred compensation program as discussed on page 6. 5 OPTION EXERCISES AND HOLDINGS The following table sets forth information with respect to the named executive officers, concerning the exercise of options during the last fiscal year and unexercised options held as of the fiscal year ended January 31, 1996: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR END OPTION VALUE
VALUE OF UNEXERCISED SHARES NUMBER OF UNEXERCISED IN-THE-MONEY ACQUIRED OPTIONS AT OPTIONS AT FY-END ON VALUE FY-END(#) ($)(B) EXERCISE REALIZED ----------------------------------- --------------------------------- NAME (#) ($) (A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- -------- -------- ----------- ------------- ----------- ------------- W. A. Everett 5,000 $52,500 0 0 $ 0 $ 0 W. L. Kacin 7,225 68,874 11,250 20,000 81,056 30,000 W. F. Moffitt 4,725 47,274 15,000 12,000 108,075 18,000 J. B. Lechner 4,725 52,778 1,125 7,875 6,891 11,813
- ---------- (A) Market rate of underlying securities at date of exercise, minus the exercise price. (B) Market value of underlying securities at year-end, minus the exercise price. LONG-TERM INCENTIVE PROGRAMS With a view to encouraging long term service by Directors and continuity of management, while making such service more attractive to possible replacements when necessary, the Company adopted a deferred compensation program for the Directors on October 12, 1994. The Plan provides that Directors who have completed six (6) years of service will be eligible to receive deferred compensation after they cease to serve or reach age 70, whichever last occurs. Payment will be made in annual installments based on $1,000 for each year of service as a Director, up to a maximum of $10,000, and for a period equal to the length of service, up to a maximum of 15 installments. Directors who have served as Chief Executive Officers will be eligible to receive additional annual deferred compensation at the rate of $1,000 for each year of service as an executive officer, up to a maximum of $20,000, for a period equal to the length of such service, up to twenty (20) years. In the event of death before payments have been completed, a lump sum will be paid to the deceased's spouse or estate equal to the total amount payable over ten years, less the total paid prior to death. EMPLOYMENT AGREEMENTS The Company has no employment agreements. TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS Certain executive officers of the Company are party to a written agreement with the Company which provides that in the event the Company terminates their employment, other than for cause, within nine (9) months following a change of control, or if such employee voluntarily terminates such employment within nine (9) months subsequent to a change of control, the Company shall be obligated to pay him a sum of money equal to two (2) years' base compensation. Payment would be made in a lump sum upon cessation of employment or, at such person's option, in equal monthly installments over a two (2) year period. Change of control is defined under the agreement as either the acquisition by any person or group of persons acting in concert of 35% or more beneficial ownership of the Company's voting securities or a change in the majority composition of the Company's Board of Directors. The base annual salaries currently payable to Messrs. Kacin and Moffitt are $242,000 and $145,000, respectively. 6 SALARIED EMPLOYEE STOCK OWNERSHIP PLAN Pursuant to the Company's Salaried Employee Stock Ownership Plan (the "Ownership Plan"), the Company makes discretionary contributions to the Company's Salaried Employee Stock Ownership Trust (the "Trust") either in cash or in Company Common Stock. The Trust uses the cash contributions and dividends received to purchase shares of the Company's Common Stock. All full-time salaried employees who are at least 21 years of age and who have been employed by the Company on a full-time basis for at least one year are eligible to participate in the Ownership Plan. All shares acquired by the Trust are allocated to the accounts of eligible employees based on their respective salaries. Employees nearing retirement have discretion to diversify a portion of their investment. During the Company's three fiscal years ended January 31, 1996, the Company made contributions to the Trust in the aggregate amount of $8,909 for Walter A. Everett, $13,350 for William L. Kacin, $11,229 for William F. Moffitt, $9,094 for John B. Lechner and $79,089 for all executive officers as a group (12 persons). STOCK OPTION PLANS The Company's 1987 Stock Option Plan (the "1987 Plan") was adopted by the Company's Board of Directors on April 9,1987 and by its stockholders on June 3, 1987. The Company's 1992 Stock Option Plan (the "1992 Plan") was adopted by the Company's Board of Directors on October 10, 1991 and by its stockholders on June 3, 1992. All options granted under the 1987 Plan expire no later than June 3, 1997. All options granted under the 1992 Plan expire on October 9, 2001. Both Plans provide for the grant of options ("Incentive Stock Options"), which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986 (the "Code"), as well as options which are not intended to satisfy such requirements ("Nonstatutory Stock Options"). The total number of shares of the Company's Common Stock which may be issued pursuant to each Plan may not exceed one hundred thousand (100,000) shares plus an indeterminate number of additional shares resulting from anti-dilution adjustments. On December 19, 1995, the Company granted Incentive Stock Options to buy a total of 89,000 shares to ten officers at market ($13.625 per share) and Nonstatutory Stock Options to buy 9,000 shares each at $9.00 per share to Messrs. Hayes and Klopp. The following table relates to certain of the options, all of which expire October 9, 2001.
POTENTIAL REALIZABLE VALUE NUMBER OF PERCENTAGE OF OF ASSUMED ANNUAL RATES OF SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION UNDERLYING GRANTED TO FOR OPTION TERM OPTIONS EMPLOYEES ------------------------------------ NAME GRANTED IN FISCAL YEAR 5% ($) 10% ($) ---- ------- -------------- ------ ------- (a) (b) (c) (d) (e) W. L. Kacin 20,000 22.5% $75,300 $166,300 W. F. Moffitt 12,000 13.5% 45,180 99,780 J. B. Lechner 7,500 8.4% 28,238 66,263
PENSION PLAN Participants in the Company's pension plans receive retirement income based on their salaries for the final five years of service, their age at retirement and their total number of years of service to the Company. The following table indicates the estimated benefits payable for various salary levels upon retirement at age 65, after 20, 25, 30 and 35 years of credited service to the Company:
YEARS OF SERVICE FINAL FIVE YEAR AVERAGE SALARY 20 25 30 35 $ 50,000 $10,000 $12,500 $15,000 $17,500 75,000 15,000 18,750 22,500 26,250 100,000 20,000 25,000 30,000 35,000 125,000 25,000 31,250 37,500 43,750 150,000 30,000 37,500 45,000 52,500
Costs of the Company's pension plans are not and cannot be readily allocated to individual employees. The Company's contributions to these plans during its fiscal year ended January 31, 1996 approximated 1.4% of the total remuneration paid to all plan participants. 7 CERTAIN TRANSACTIONS Everett Process Systems, owned by Bruce Everett (the son of Walter A. Everett), purchases certain products from Met-Pro Corporation for resale. The purchases, which amounted to $223,517 during the past fiscal year, were at prices and terms applicable generally to the Company's distributors. PERFORMANCE GRAPH COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN Met-Pro Corporation, AMEX Market Value Index and AMEX Capital Goods Index $250------------------------------------------------------------------- # $200------------------------------------------------------------------- $ #$ * $150------------------------------------------------------------------- $ $ $# # # * * $100--*$#-------------------------------------------------------------- * * $50-------------------------------------------------------------------- 1991 1992 1993 1994 1995 1996 - ------------------------------------------------------------------------------- * Met-Pro Corporation $ AMEX Market Value # AMEX Capital Goods - -------------------------------------------------------------------------------
Met-Pro Corporation 100.00 93.60 74.70 102.97 123.10 161.31 AMEXMarket Value Index 100.00 129.55 129.46 152.95 136.25 174.50 AMEXCapital Goods Index 100.00 126.47 122.76 155.47 139.07 204.06
(A) The graph above compares the performance of Met-Pro Corporation with that of the AMEX Market Value Index and the AMEX Capital Goods Index, which are published industry indices. (B) The comparison of total return on investment (change in year-end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on January 31, 1991 in each of Met-Pro Corporation, the AMEX Market Value Index and the AMEX Capital Goods Index. 8 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS Unless instructed to the contrary, the persons named in the enclosed proxy intend to vote the same in favor of the ratification of the selection of Margolis & Company P.C. as independent certified public accountants to the Company to serve until the next Annual Meeting of Stockholders, unless such employment shall be earlier terminated. That firm, which has acted as independent auditors of the Company's accounts since 1971, has reported to the Company that none of its members has any direct financial interest or material indirect financial interest in the Company. A representative of Margolis & Company P.C. is expected to attend the meeting and have an opportunity to make a statement and/or respond to appropriate questions from stockholders. STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the Company's 1997 Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended, must be received at the Company's offices in Harleysville, Pennsylvania, by January 1, 1997, for inclusion in the Company's proxy statement and form of proxy relating to that meeting. William F. Moffitt, Secretary Harleysville, Pennsylvania April 19, 1996 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE DIRECTED TO WILLIAM L. KACIN, PRESIDENT, MET-PRO CORPORATION, 160 CASSELL ROAD, HARLEYSVILLE, PENNSYLVANIA 19438. 9 PROXY MET-PRO CORPORATION 160 Cassell Road Harleysville, Pennsylvania 19438 This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints Thomas F. Hayes and Earl J. Wofsey as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side, all the shares of Common Stock of Met-Pro Corporation held of record by the undersigned on April 12, 1996 at the Annual Meeting of Stockholders to be held on June 5, 1996 or any adjournment thereof. (Continued on reverse side) --FOLD AND DETACH HERE-- - ------------------------------------------------------------------------------- This Proxy when properly executed will be voted in the Please mark manner directed here by the undersigned stockholders. your votes as / X / If no direction is made, this Proxy will be voted FOR indicated in Proposals 1 and 2. this example 1. Election of one Director for a term expiring in 1999: Walter A. Everett FOR WITHHOLD AUTHORITY / / / / 2. Proposal to Ratify the Appointment of Margolis & Company P.C. as independent auditors. FOR AGAINST ABSTAIN / / / / / / 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. Please sign exactly as name appears. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1996 ---------------------------------------------- ---------------------------------------------------------- Signature ---------------------------------------------------------- Signature if held jointly PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE --FOLD AND DETACH HERE-- -----END PRIVACY-ENHANCED MESSAGE-----