Fill and Sign the Amic Reverse Stock Split Proxy Amic Draft Secgov Form

PROPOSAL FOR THE STOCK SPLIT AND THE INCREASE IN THE AUTHORIZED NUMBER OF SHARES (Item 3) General On _________________, __________, the Board of Directors approved unanimously resolutions to amend Article 4 of the Corporation’s Certificate of Incorporation to change the par value per share of the Common Stock from $______________ to $________________ (thereby effecting a 3-for-1 stock split) and to change the number of authorized shares of the Common Stock from 1,500,000 to 10,000,000. See the following section entitled “Capitalization” for a pro forma presentation of this proposal with respect to the Corporation’s consolidated capital accounts. Reasons for the Stock Split The price per share of the Common Stock has steadily increased since the termination of the Corporation’s most recent stock offering on _____________, _________. At such termination date, the Common Stock was selling at $_____________ per share. The closing NASDAQ bid price as of ___________ was $_______________ per share. The price per share is currently in a price range that makes the Common Stock less affordable for purchase in lots of 100 or more shares. Moreover, the number of shares outstanding needs to be increased in order to encourage and facilitate trades in the Common Stock which the Corporation believes would establish a more liquid market in the Common Stock. Since the proposed 3-for-1 stock split will increase the number of shares held in the public market, the Board of Directors believes that the price per share of the Common Stock will be more affordable thereby enabling more people to make a purchase of the Common Stock, thus creating more liquidity in each shareholder’s investment. The 3-for-1 stock split is effected by an amendment to Article 4 of the Corporation’s Certificate of Incorporation. The amendment changes the par value per share from $________________ to $_____________. Delivery of Additional Share Certificates Within 15 calendar days from the date of the filing of the Articles of Amendment to the Corporation’s Certificate of Incorporation (which date is the Effective Date for the 3-for-1 stock split), the Corporation will mail to each shareholder of record on such Effective Date, a share certificate representing the number of shares of the Common Stock that, when aggregated with each shareholder’s present number of shares, will equal three times the number of shares of the Common stock each shareholder held on such Effective Date. For example, if a shareholder owns 100 shares of the Common Stock on such Effective Date, the Corporation will mail to him or her a share certificate for two hundred shares. Therefore, the shareholder will then be the owner of 300 shares of the Common Stock. Reasons for the Increase in the Number of Authorized Shares of Common Stock The effect of the 3-for-1 stock split would be to increase threefold the number of issued and outstanding shares of Common Stock. At present, the Corporation is authorized to issue 1,500,000 shares of Common Stock and has 1,119,886 shares of Common Stock outstanding. If the proposed stock split is approved, the number of shares of Common Stock outstanding would be 3,359,658.The Corporation is also proposing changes to the Dividend Reinvestment Plan, Employees Stock Purchase Plan and Board of Directors Stock Purchase Plan. The principal change in these plans would provide for a new methodology to determine the purchase price per share. Such determination would be based upon a closing NASDAQ bid price and would create more of an opportunity for shares of the Common Stock to be purchased through these plans. Such increased activity would also increase the number of shares of Common Stock that would be issued and outstanding. Moreover, in order to insure that the Corporation will have a sufficient number of authorized and unissued shares of Common Stock to provide for other corporate opportunities, such as additional stock offerings, acquisitions, and stock dividends (although there are no present plans to implement any of the foregoing), the Board of Directors decided to increase the number of authorized shares of Common Stock from 1,500,000 to 10,000,000. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. CAPITALIZATION The following table sets forth the consolidated capitalization of the Corporation at December 31, 1993, and the pro forma consolidated capitalization of the Corporation as adjusted to give effect to the proposal to change the par value and number of authorized shares of Common Stock. December 31, 1993 ______________________________ Actual Pro Forma (in thousands, except Per Share Data) (Unaudited) STOCKHOLDER’S EQUITY Common Stock, par value $_________ per share; 1,500,000 shares authorized; 1,115,378 shares outstanding; and 10,000,000 shares authorized and 3,346,134 shares outstanding as adjusted……………………………… $_______$_______ Surplus……………………………………………………… $_______$_______ Retained Earnings…………………………………………... $_______$_______ Less: Treasury Shares………………………………………. $_______$_______ Total Stockholders’ Equity……………………………… $_______$_______ Net Tangible Book Value Per Share(1)……………….. $_______ $_______ _______________________________ (1) Net tangible book value per share represents the amount of the total consolidated assets of the Company reduced by the amount of its total consolidated liabilities divided by the number of shares of the Common Stock outstanding. Exhibit A (Stock Split/Increase in Number of Authorized Shares of Common Stock) RESOLVED, that in accordance with the applicable provisions of the New Jersey Business Corporation Act, the Board of Directors approves, ratifies, adopts and consents to an amendment to Article 4 of the Certificate of Incorporation to read as set forth in full: 4. CAPITALIZATION. The total authorized capital stock of the Corporation shall consist of 10,000,000 shares of common stock, par value $.50 per share. BE IT FURTHER RESOLVED, that such amendment shall be submitted to the shareholders of this Corporation for their approval at the 1994 Annual Meeting of Shareholders; NOT, THEREFORE, BE IT FURTHER RESOLVED, that the proper officers of this Corporation are hereby authorized and empowered to prepare appropriate proxy solicitation materials to be furnished to the shareholders with respect to such amendment and in connection with such annual meeting.