Keystone Automotive Industries Inc – ‘S-4/A’ on 2/27/97 – EX-99.1

As of:  Thursday, 2/27/97   ·   Accession #:  912057-97-7102   ·   File #:  333-18663

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           233   1.16M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   2     12K 
 3: EX-8.2      Opinion re: Tax Matters                                6     23K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 
 5: EX-23.2     Consent of Experts or Counsel                          1      6K 
 6: EX-23.6     Consent of Experts or Counsel                          1      6K 
 7: EX-99.1     Miscellaneous Exhibit                                  2±    10K 
 8: EX-99.2     Miscellaneous Exhibit                                  5     15K 

EX-99.1   —   Miscellaneous Exhibit

EX-99.1
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                                                                    EXHIBIT 99.1

REVOCABLE PROXY                                                  REVOCABLE PROXY

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
Special Meeting of Shareholders - March 21, 1997  
 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

     The undersigned shareholder(s) of Keystone Automotive Industries,
Inc. (the "Company") hereby nominates, constitutes and appoints Charles J.      
Hogarty and John M. Palumbo, and each of them, the attorney, agent and proxy    
of the undersigned, with full power of substitution, to vote all stock of the   
Company which the undersigned is entitled to vote at the Special Meeting of     
Shareholders of the Company (the "Meeting") to be held at the Company's         
principal executive offices, 700 East Bonita Avenue, Pomona, California on      
Friday, March 21, 1997 at 10:00 a.m. and any adjournments thereof, as fully     
and with the same force and effect as the undersigned might or could do if      
personally thereat, as follows:                                                 

      1.   APPROVAL MERGER.  To approve the Agreement and Plan of Merger
dated December 6, 1996 and the transactions contemplated thereby.               
                          For / /        Against / /         Abstain / /

   2.   OTHER BUSINESS.  In their discretion, the proxyholders are
authorized to transact such other business as properly may come before the      
Meeting and any adjournment or adjournments thereof.                            
                          For / /        Against / /         Abstain / /

PLEASE SIGN AND DATE ON REVERSE SIDE

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MERGER.  IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE          
PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD  
OF DIRECTORS.                                                                   

        The undersigned hereby ratifies and confirms all that said attorneys
and proxyholders, or either of them, or their substitutes, shall lawfully do or 
cause to be done by virtue hereof, and hereby revokes any and all proxies       
heretofore given by the undersigned to vote at the Meeting.  The undersigned    
hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy       
Statement accompanying said notice.                                             

Date:                                                                           
     -----------------------                 -----------------------------------
                            (Number of Shares)

                                             -----------------------------------
                                        (Name of Shareholder, Printed)

                                             -----------------------------------
                                    (Signature of Shareholder)

                                             -----------------------------------
                                        (Name of Shareholder, Printed)

                                             -----------------------------------
                                    (Signature of Shareholder)

                                          (Please date this Proxy and sign
                                         your name as it appears on your
                                           stock certificate(s).  Executors,
                                         administrators, trustees, etc.,
                                             should give their full titles.  All
                                    joint owners should sign.)

                                            I (We) do / / do not / / expect to
                             attend the Meeting.

This Proxy will be voted "FOR" the election of all nominees whose names appears 
above unless authority to do so is withheld.  Unless "AGAINST" or "ABSTAIN" is  
indicated on the reverse hereof, this Proxy will be voted "FOR" ratification of 
the Merger.  PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN 
THE POSTAGE PREPAID ENVELOPE PROVIDED.                                          

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
		3/21/97		None on these Dates
Filed on:		2/27/97
		12/6/96
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