SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

McDonald & Co Investments Inc – ‘DEF 14A’ for 7/30/97

As of:  Thursday, 6/26/97   ·   For:  7/30/97   ·   Accession #:  950152-97-4736   ·   File #:  1-08526

Previous ‘DEF 14A’:  ‘DEF 14A’ on 6/27/96 for 8/7/96   ·   Next & Latest:  ‘DEF 14A’ on 6/26/98 for 7/29/98

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/26/97  McDonald & Co Investments Inc     DEF 14A     7/30/97    1:76K                                    Bowne BCL/FA

Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     McDonald & Company Investments, Inc. Annual Mtg.      26    130K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
8William B. Summers, Jr 
DEF 14A1st Page of 26TOC↑TopPreviousNext↓BottomJust 1st
 


================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 

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              
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule         
14a-6(e)(2))                                                          

MCDONALD & COMPANY INVESTMENTS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):                              
[X]  No fee required.                                                           
[ ]  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(set forth the amount on which the
         filing fee is calculated and state how it was determined):_____________

     (4) Proposed maximum aggregate value of transaction:_______________________

     (5) Total fee paid:________________________________________________________
[ ]  Fee paid previously with preliminary materials:                            

[ ]  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:________________________________________________

     (2) Form, Schedule or Registration Statement no.:__________________________

     (3) Filing Party:__________________________________________________________

     (4) Date Filed:____________________________________________________________
================================================================================


DEF 14A2nd Page of 26TOC1stPreviousNext↓BottomJust 2nd


                                        MCDONALD & COMPANY
                                       INVESTMENTS, INC.
                                        McDonald Investment Center
                                       800 SUPERIOR AVENUE
                                        CLEVELAND, OH 44114 - 216/443-2300

                                                                   June 26, 1997

To the Stockholders of McDonald & Company Investments, Inc.:                    

     This year's Annual Meeting of Stockholders will be held at 9:30 A.M. (EDT),
on Wednesday, July 30, 1997, at the McDonald Investment Center Auditorium, 20th 
Floor, McDonald Investment Center, 800 Superior Avenue, Cleveland, Ohio.        

We will be reporting on your Company's activities and you will have an
opportunity to ask questions about our operations.                              

    We hope that you are planning to attend the Annual Meeting personally, and
we look forward to seeing you. Whether or not you expect to attend in person,   
the return of the enclosed Proxy as soon as possible would be greatly           
appreciated and will ensure that your shares will be represented at the Annual  
Meeting. If you do attend the Annual Meeting, you may, of course, withdraw your 
Proxy should you wish to vote in person.                                        

  On behalf of the Board of Directors and management of McDonald & Company
Investments, Inc., we would like to thank you for your continued support and    
confidence.                                                                     

Sincerely yours,                                                                

/s/ THOMAS M. O'DONNELL                                                         
Chairman                                                                        

/s/ WILLIAM B. SUMMERS, JR.                                                     
President and Chief Executive Officer                                           


DEF 14A3rd Page of 26TOC1stPreviousNext↓BottomJust 3rd


MCDONALD & COMPANY
INVESTMENTS, INC. 
McDonald Investment Center
800 SUPERIOR AVENUE 
CLEVELAND, OH 44114 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 30, 1997

    NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of McDonald
& Company Investments, Inc. (the "Company") will be held at the McDonald        
Investment Center Auditorium, 20th Floor, McDonald Investment Center, 800       
Superior Avenue, Cleveland, Ohio, on Wednesday, July 30, 1997, at 9:30 A.M.     
(EDT), for the following purposes:                                              

          1. To nominate and elect three individuals as Directors of the Company
     for a three-year term ending at the Annual Meeting of Stockholders in 2000;

  2. To consider and act upon a proposal to approve and adopt an
 amendment to the Company's Certificate of Incorporation to increase the
   number of authorized shares of the Company's Common Stock from 15,000,000
to 50,000,000;                                                        

  3. To consider and act upon a proposal to approve and adopt an
amendment to the Company's 1995 Stock Bonus Plan; and                 

      4. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.                          

  Holders of Common Stock of record as of the close of business on May 30,
1997 are entitled to receive notice of and vote at the Annual Meeting.          

    It is important that your shares be represented at the Annual Meeting. For
that reason we ask that you promptly sign, date and mail the enclosed Proxy card
in the return envelope provided. Stockholders who attend the Annual Meeting may 
revoke their Proxies and vote in person.                                        

                                          By order of the Board of Directors

                       THOMAS F. MCKEE
                 Secretary
Cleveland, Ohio                                                                 
June 26, 1997                                                                   


DEF 14A4th Page of 26TOC1stPreviousNext↓BottomJust 4th


MCDONALD & COMPANY
INVESTMENTS, INC. 

PROXY STATEMENT 

MAILED ON OR ABOUT JUNE 26, 1997

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 30, 1997
------------------

GENERAL INFORMATION 

  This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of McDonald & Company Investments, Inc. (the  
"Company") to be used at the Annual Meeting of Stockholders of the Company to be
held on July 30, 1997, and any adjournments thereof. The time, place and        
purposes of the Annual Meeting are stated in the Notice of Annual Meeting of    
Stockholders which accompanies this Proxy Statement.                            

The accompanying Proxy is solicited by the Board of Directors of the  
Company and will be voted in accordance with the instructions contained thereon,
if it is returned duly executed and is not revoked. If no choice is specified on
the Proxy, it will be voted FOR the election of all of the individuals nominated
by the Board of Directors, FOR the proposal to approve and adopt an amendment to
the Company's Certificate of Incorporation to increase the number of authorized 
shares of the Company's Common Stock from 15,000,000 to 50,000,000, and FOR the 
proposal to approve and adopt an amendment to the Company's 1995 Stock Bonus    
Plan. A stockholder may revoke a Proxy at any time before it is exercised by    
delivery of written notice to the Secretary of the Company or by a duly executed
Proxy bearing a later date.                                                     

   The record date for determination of stockholders entitled to vote at the
Annual Meeting was the close of business on May 30, 1997. On that date, there   
were outstanding and entitled to vote 9,018,938 shares of Common Stock of the   
Company. Each share of Common Stock is entitled to one vote. The Company's      
Certificate of Incorporation does not provide for cumulative voting rights.     

The costs of soliciting Proxies will be borne by the Company. Brokers,
custodians and fiduciaries will be requested to forward proxy soliciting        
material to the owners of stock held in their name and the Company will         
reimburse them for their out-of-pocket expenses in connection therewith. In     
addition to solicitation by mail, the Company's Directors, officers and         
employees, without additional compensation, may solicit proxies by telephone,   
mail and personal interview. In addition, the Company has retained Corporate    
Investor Communications, Inc. to assist in the solicitation of proxies for a fee
estimated to be $4,500 plus reasonable out-of-pocket expenses.                  

    At the Annual Meeting, in accordance with the Delaware General Corporation
Law and the Company's Certificate of Incorporation, the inspectors of election  
appointed by the Board of Directors for the Annual Meeting will determine the   
presence of a quorum and will tabulate the results of stockholder voting.       
Pursuant to the Company's By-Laws, at the Annual Meeting the holders of a       
majority of the outstanding shares of the Company's Common Stock entitled to    
vote at the meeting, present in person or by proxy, will constitute a quorum.   
The shares represented at the Annual Meeting by proxies which are marked, with  
respect to the election of Directors, as "withheld" or, with respect to any     
other proposals, "abstain," will be counted as shares present for purposes of   
determining whether a quorum is present.                                        

    Under the rules of the New York Stock Exchange, brokers who hold shares in
street name for beneficial owners have the authority to vote on certain items   
when they have not received instructions from such beneficial owners. Under     
applicable Delaware law, if a broker returns a proxy and has not voted on a     
certain proposal, such broker non-votes will count for purposes of determining a
quorum.                                                                         

 1


DEF 14A5th Page of 26TOC1stPreviousNext↓BottomJust 5th


  Pursuant to the Company's By-Laws, at the Annual Meeting, a plurality of
the votes cast is sufficient to elect a nominee as a Director. In the election  
of Directors, votes may be cast in favor or withheld; votes that are withheld or
broker non-votes will have no effect on the outcome of the election of          
Directors.                                                                      

    Pursuant to the Company's By-Laws, all other questions and matters brought
before the meeting will be decided by the vote of the holders of a majority of  
the outstanding shares entitled to vote thereon present in person or by proxy at
the meeting, unless otherwise provided by law or by the Certificate of          
Incorporation. In voting for such other matters, votes may be cast in favor,    
against or abstained. Abstentions will count as present for purposes of the     
proposal on which the abstention is noted and will have the effect of a vote    
against the proposal. Broker non-votes, however, are not counted as present and 
entitled to vote for purposes of determining whether a proposal has been        
approved and will have no effect on the outcome of any proposal requiring the   
affirmative vote of the holders of a majority of the outstanding shares present 
and entitled to vote. The amendment to the Company's Certificate of             
Incorporation requires the approval of a majority of the outstanding shares of  
Common Stock of the Company. Abstentions and broker non-votes will have the same
effect as a vote against the proposed amendment to the Certificate of           
Incorporation.                                                                  

THE COMPANY                                                                     

McDonald & Company Investments, Inc. is a holding company which was   
incorporated under the laws of the State of Delaware on May 20, 1983, and       
through its principal subsidiary, McDonald & Company Securities, Inc. ("McDonald
Securities"), operates a regional investment banking, investment advisory, and  
brokerage business. As used in this Proxy Statement, the "Company" refers,      
unless the context requires otherwise, to McDonald & Company Investments, Inc.  
and its subsidiaries. The Company succeeded to the business of McDonald &       
Company, a partnership (the "Partnership") on July 20, 1983.                    

 2


DEF 14A6th Page of 26TOC1stPreviousNext↓BottomJust 6th


STOCK OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT 

The following table sets forth, as of May 30, 1997, the beneficial    
ownership of Common Stock of (i) each person who is known to the Company to own 
beneficially more than 5% of the Company's Common Stock, (ii) each Director of  
the Company, (iii) each of the executive officers named in the Summary          
Compensation Table included elsewhere herein, and (iv) all Directors and        
executive officers as a group as of May 30, 1997, and the percentage of the     
outstanding shares represented thereby:                                         

                                                        [Enlarge/Download Table]

   NAME OF BENEFICIAL OWNER, DIRECTOR, EXECUTIVE       AMOUNT AND NATURE OF       PERCENT 
       OFFICER OR NUMBER OF PERSONS IN GROUP           BENEFICIAL OWNERSHIP      OF CLASS 
----------------------------------------------------  -----------------------    ---------
                                                                                          
Peter R. Kellogg(1)                                                                       
  120 Broadway                                                                            
  New York, New York 10271..........................           600,000              6.65% 
Daniel F. Austin(2).................................            56,997(5)(6)           *  
Rena J. Blumberg(3).................................             8,000(5)              *  
Jeanette Grasselli Brown(3).........................             2,500(5)              *  
Robert T. Clutterbuck(4)............................           135,864(5)(6)(7)     1.50  
David W. Ellis III(2)...............................            76,138(6)(8)           *  
Edward Fruchtenbaum(3)..............................             3,000(5)              *  
James A. Karman(3)..................................             8,000(5)              *  
David W. Knall(2)...................................           117,991              1.31  
David N. McCammon(3)................................             1,000(5)              *  
Frederick R. Nance(3)...............................             6,890(5)              *  
Thomas M. O'Donnell(4)..............................           134,636(6)(9)        1.49  
William B. Summers, Jr.(4)..........................           181,181(5)(6)        2.00  
Donald E. Weston(4).................................           281,001(6)(10)       3.12  
All Directors and executive officers                                                      
  as a group (25 persons)...........................         1,425,410(5)(6)       15.65  

---------------                                                                 

* Less than one percent.                                                        

(1) Based solely upon information contained in a Schedule 13D filed with the  
Securities and Exchange Commission.                                   

(2) Executive officer of the Company.                                         

(3) Director of the Company.                                                  

(4) Director and executive officer of the Company.                            

(5) Includes the following number of shares of Common Stock which such        
   individual or group had the right to acquire within 60 days after May 30,
     1997 through (i) the exercise of stock options: 11,280 shares (Mr. Austin);
  6,800 shares (Ms. Blumberg); 2,000 shares (Ms. Brown); 7,200 shares (Mr.
   Clutterbuck); 2,000 shares (Mr. Fruchtenbaum); 6,800 shares (Mr. Karman);
   1,000 shares (Mr. McCammon); 5,840 shares (Mr. Nance); 24,000 shares (Mr.
Summers); and 77,768 shares (all Directors and executive officers as a
  group) and (ii) awards of shares of Common Stock distributed on June 13,
1997 pursuant to the Company's 1995 Stock Bonus Plan: 146 shares (Mr. 
    Clutterbuck); and 11,227 shares (all Directors and executive officers as a
 group). These individuals directly own the balance of their shares. For
   purposes of calculating the percentage of outstanding shares beneficially
owned by such individual or group, the shares which such individual or
group had the right to acquire during that period by exercise of stock
    options and shares of Common Stock issued on June 13, 1997 pursuant to the
Company's 1995 Stock Bonus Plan are deemed to be outstanding.         

(6) Includes shares of Common Stock owned under the Company's 1995 Stock Bonus
Plan and the Company's 1993 Stock Bonus Plan.                         

(7) Includes 20,122 shares of Common Stock owned by Mr. Clutterbuck's spouse  
     and 84 shares of Common Stock owned by Mr. Clutterbuck as custodian for his
children.                                                             

(8) Includes 6,306 shares of Common Stock beneficially owned by Mr. Ellis     
through a trust.                                                      

(9) Includes 1,000 shares of Common Stock owned by the T.M. and M.A. O'Donnell
Foundation of which Mr. O'Donnell serves as the Trustee.              

(10) Includes 2,000 shares held by the Weston Family Foundation and 277,831     
shares owned by the Donald E. Weston Revocable Trust.                 

 3


DEF 14A7th Page of 26TOC1stPreviousNext↓BottomJust 7th


ELECTION OF DIRECTORS 

The members of the Company's Board of Directors are divided into three
classes, with the term of office of one class expiring each year. On February 5,
1997, in accordance with the Company's By-laws and Certificate of Incorporation,
the Company's Board of Directors set the number of Directors at 10 and elected  
David N. McCammon to fill the vacancy thereby created in the class of Directors 
whose term of office will expire at the 1999 Annual Meeting. At the Annual      
Meeting, three Directors will be elected to serve a three-year term until the   
Annual Meeting in 2000 and until their successors have been elected and         
qualified. At its May 7, 1997 meeting, the Board of Directors nominated Thomas  
M. O'Donnell, Donald E. Weston and Edward Fruchtenbaum to stand for election as 
Directors at the Annual Meeting. All of the nominees are presently Directors of 
the Company.                                                                    

     Unless otherwise directed, the persons named in the accompanying Proxy will
vote for the election of the three nominees set forth in the table below as     
Directors of the Company for a three-year term. In the event of the death of or 
inability to act of any of the nominees, the Proxies will be voted for the      
election as a Director of such other person as the Board of Directors may       
recommend. The Board of Directors has no reason, however, to anticipate that    
this will occur. In no event will the accompanying Proxy be voted for more than 
three nominees or for persons other than those named below and any such         
substitute nominee for any of them.                                             

   The following table lists the nominees for election at the Annual Meeting
and those Directors who will continue in office subsequent to the Annual        
Meeting, and certain other information with respect to each individual,         
including the year certain individuals were partners in the Partnership, the    
predecessor to the Company's business.                                          

NOMINEES FOR ELECTION 

                                                        [Enlarge/Download Table]

                                                        PRINCIPAL OCCUPATION                
               NAME                 AGE                 AND DIRECTORSHIPS(1)                
----------------------------------- ---  ---------------------------------------------------
                                                                                            
Thomas M. O'Donnell (2)(7)(8)       61   Director of the Company since June 7, 1983; Chair- 
                                           man of the Board of the Company since April 1,   
                                           1989; Chairman of McDonald Securities from April 
                                           1, 1989 to June 1, 1995; Chief Executive Officer 
                                           of the Company and McDonald Securities from April
                                           1, 1989 to January 1, 1994; President of the     
                                           Company and McDonald Securities from July 23,    
                                           1984 to April 1, 1989; Secretary of the Company  
                                           from June 7, 1983 to July 23, 1984; Managing     
                                           Director (Corporate Finance and Special Products)
                                           and Secretary of McDonald Securities from June 7,
                                           1983 to July 23, 1984; Partner from 1968 to 1990 
                                           and Managing Partner from 1989 to 1990.          
Donald E. Weston (2)                62   Director of the Company since October 4, 1991;     
                                           Chairman and Chief Executive Officer of the      
                                           Gradison Division of McDonald Securities since   
                                           October 4, 1991; Chairman of the Board and Chief 
                                           Executive Officer of Gradison & Company          
                                           Incorporated from January, 1982 to October 4,    
                                           1991; Trustee and Chairman of the Board of the   
                                           Gradison-McDonald U.S. Government Trust from     
                                           January, 1982 to September 27, 1993, of the      
                                           Gradison Growth Trust since August, 1983, of the 
                                           Gradison-McDonald Government Income Fund since   
                                           September, 1987 and of the Gradison-McDonald     
                                           Municipal Custodian Trust since September, 1992. 

 4


DEF 14A8th Page of 26TOC1stPreviousNext↓BottomJust 8th


                                                        [Enlarge/Download Table]

                                                        PRINCIPAL OCCUPATION                
               NAME                 AGE                 AND DIRECTORSHIPS(1)                
----------------------------------- ---  ---------------------------------------------------
                                                                                            
Edward Fruchtenbaum (2)(5)          49   Director of the Company since November 25, 1995;   
                                           President and Chief Operating Officer of American
                                           Greetings Corporation since March 1, 1992; Presi-
                                           dent, U.S. Greeting Card Division of American    
                                           Greetings Corporation from January 1, 1990 to    
                                           February 29, 1992.                               

DIRECTORS CONTINUING IN OFFICE                                                              

William B. Summers, Jr. (3)(8)      47   Director of the Company since June 7, 1983; Chief  
                                           Executive Officer of the Company and McDonald    
                                           Securities since January 1, 1994; President of   
                                           the Company since April 1, 1989; President of    
                                           McDonald Securities from April 1, 1989 to June 1,
                                           1995; Executive Vice President of the Company and
                                           McDonald Securities from November 1, 1988 to     
                                           April 1, 1989; Managing Director (Fixed Income   
                                           Institutional Sales) of McDonald Securities from 
                                           June 7, 1983 to November 1, 1988; Partner from   
                                           1975 to 1990.                                    
Frederick R. Nance (3)(5)(6)        43   Director of the Company since July 28, 1992;       
                                           Partner since 1987 and member of the Management  
                                           Committee of Squire, Sanders & Dempsey L.L.P.,   
                                           Attorneys-at-Law, Cleveland, Ohio. Mr. Nance also
                                           serves on the board of various civic and         
                                           charitable organizations, including St. Ignatius 
                                           High School, Ohio State Legal Services           
                                           Association, Parmadale and the Cleveland State   
                                           University Foundation.                           
Jeanette Grasselli Brown (3)(5)(7)  68   Director of the Company since January 31, 1996;    
                                           Until her retirement in January 1989, served as  
                                           Director of Corporate Research, Environmental and
                                           Analytical Sciences, BP America, Inc.; Distin-   
                                           guished Visiting Professor and Director, Research
                                           Enhancement, Ohio University from 1989 to 1995;  
                                           past Chair of the Board of Trustees of Ohio      
                                           University; Member, Ohio Board of Regents, Board 
                                           of Trustees of the Great Lakes Science Center,   
                                           Holden Arboretum and the Musical Arts            
                                           Association, White House Joint High Level        
                                           Advisory Panel on US/Japan Science and Technology
                                           Agreements; Chair of the Board of Trustees of the
                                           Cleveland Scholarship Programs, Inc.             
James A. Karman (4)(5)(6)(7)        60   Director of the Company since May 1, 1990;         
                                           President and Chief Operating Officer for more   
                                           than five years of RPM, Inc., Medina, Ohio, a    
                                           diversified manufacturer of products for the     
                                           waterproofing, corrosion control and general     
                                           maintenance markets, and products for the        
                                           do-it-yourself homeowner and hobby markets.      

 5


DEF 14A9th Page of 26TOC1stPreviousNext↓BottomJust 9th


                                                        [Enlarge/Download Table]

                                                        PRINCIPAL OCCUPATION                
               NAME                 AGE                 AND DIRECTORSHIPS(1)                
----------------------------------- ---  ---------------------------------------------------
                                                                                            
Rena J. Blumberg (4)(5)(6)          62   Director of the Company since July 31, 1990; Chief 
                                           Executive Officer of Rainmaker, Inc. since       
                                           January 1, 1992, a corporate advisory organiza-  
                                           tion; Community Relations Director for more than 
                                           five years for WRMR-AM/WDOK-FM radio stations,   
                                           Cleveland, Ohio; Community Consultant since 1988 
                                           for Sun Newspapers, Inc., Cleveland, Ohio, a pub-
                                           lisher of suburban newspapers. Ms. Blumberg also 
                                           serves as a Trustee of Brandeis University, and  
                                           as a director of various other civic and         
                                           charitable organizations.                        
Robert T. Clutterbuck (4)           46   Director of the Company since August 7, 1996; Trea-
                                           surer of the Company since January 1, 1994;      
                                           President and Chief Operating Officer of McDonald
                                           Securities since June 1, 1995; Chief Financial   
                                           Officer of McDonald Securities from January 1,   
                                           1994 to June 14, 1996; Executive Managing        
                                           Director of McDonald Securities from January 1,  
                                           1994 to June 1, 1995; Senior Managing Director   
                                           (Municipal Bond Trading and Underwriting) from   
                                           June 1, 1992 to December 31, 1993; Managing      
                                           Director from May 1, 1987 to May 31, 1992; Senior
                                           Vice President from May 1, 1984 to April 30,     
                                           1987; First Vice President from June 7, 1983 to  
                                           April 30, 1984; Partner from 1978 to 1990.       
David N. McCammon (4)(5)            62   Director of the Company since February 5, 1997;    
                                           From October 13, 1987 until his retirement on    
                                           January 1, 1997, he served as Vice President --  
                                           Finance of Ford Motor Company; Mr. McCammon also 
                                           serves as Vice Chairman of the Board of Trustees 
                                           for the Henry Ford Health Care System.           

---------------                                                                 

(1) The following Directors of the Company also serve as directors for the      
publicly-held corporations listed opposite their names below:           

                                                                [Download Table]
                                                                 
Jeanette Grasselli Brown           AGA Gas, Inc.                 
                                   BDM International, Inc.       
                                   USX Corp.                     
                                   B. F. Goodrich Company        
Edward Fruchtenbaum                American Greetings Corporation
James A. Karman                    RPM, Inc.                     
                                   Metropolitan Financial Corp.  
                                   A. Schulman, Inc.             
                                   Shiloh Industries, Inc.       
David N. McCammon                  Pulte Corporation             
                                   Stone & Webster, Incorporated 
Thomas M. O'Donnell                Seaway Food Town, Inc.        

(2) Term as Director expires in 1997. Nominee for election to three-year term to
expire in 2000.                                                         

(3) Term as Director expires in 1998.                                           

(4) Term as Director expires in 1999.                                           

(5) Member of the Audit Review Committee.                                       

(6) Member of the Compensation Committee.                                       

(7) Member of the Nominating Committee.                                         

(8) Member of the Management Committee.                                         

 6


DEF 14A10th Page of 26TOC1stPreviousNext↓BottomJust 10th


The Company pays its Directors who are not officers of the Company an 
annual retainer of $16,000 plus $1,500 for each Board of Directors meeting      
attended. Each Director who is not an officer of the Company receives $1,000 for
each Committee meeting attended. The Chairperson of each Committee receives     
$1,500 for each committee meeting attended. The Board of Directors generally    
meets quarterly.                                                                

COMMITTEES OF THE BOARD OF DIRECTORS                                            

The Board of Directors has a Management Committee, an Audit Review    
Committee, a Compensation Committee and a Nominating Committee, the members of  
each of which are indicated in the foregoing table.                             

    The Management Committee exercises the power and authority of the Board of
Directors in the interim period between Board meetings. The Management Committee
did not meet during the last fiscal year. The Audit Review Committee reviews the
activities of the Company's internal auditors and independent public            
accountants, as well as various Company policies and practices. The Audit Review
Committee met three times during the last fiscal year. The Compensation         
Committee is responsible for the determination of compensation payable to the   
executive officers of the Company and McDonald Securities. The Compensation     
Committee is also responsible for the administration of the Company's 1995 Stock
Bonus Plan, the 1995 Key Employees Stock Option Plan and the 1995 Stock Option  
Plan for Non-Officer Directors and has the authority, under these Plans, to     
determine to whom shares are granted, the number of shares granted and the time 
the shares are granted, all subject to the provisions of the Plans. The         
Compensation Committee met twice during the last fiscal year. The Nominating    
Committee reviews potential candidates for election as Directors of the Company 
and makes recommendations to the Board of Directors as to nominees for election.
Although the Nominating Committee did not formally meet during the last fiscal  
year, a number of informal discussions were held among the members of this      
Committee concerning potential Director nominees. Stockholders of the Company   
desiring to submit names of potential candidates for consideration by the       
Nominating Committee for election as Directors of the Company may do so by      
writing to the Chairman of the Nominating Committee, at the address of the      
Company's principal executive offices, McDonald Investment Center, 800 Superior 
Avenue, Cleveland, Ohio 44114.                                                  

The Company's Board of Directors met four times during the last fiscal
year. No Director, with the exception of Mr. Fruchtenbaum, attended fewer than  
75% of the aggregate number of meetings of the Board of Directors and the       
committees on which he or she served during the period for which he or she was a
member of the Board.                                                            

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

    Frederick R. Nance, a member of the Compensation Committee of the Board of
Directors, is a partner in the law firm of Squire, Sanders & Dempsey L.L.P.,    
which rendered legal services to the Company during fiscal 1997.                

CERTAIN TRANSACTIONS                                                            

 In the ordinary course of its business McDonald Securities has extended
credit to employees, including Directors and officers, under Regulation T, which
regulates credit in cash and margin accounts. Such extensions of credit are     
performing and are made on the same terms as for customers.                     

 7


DEF 14A11th Page of 26TOC1stPreviousNext↓BottomJust 11th


COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information concerning the annual and  
long-term compensation for services in all capacities to the Company for each of
the fiscal years ended March 28, 1997, March 29, 1996 and March 31, 1995 of     
those persons who were (i) the chief executive officer during the fiscal year   
ended March 28, 1997 and (ii) the other four most highly compensated executive  
officers of the Company for the fiscal year ended March 28, 1997 (the "Named    
Executive Officers"):                                                           

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                           LONG-TERM                        
                                                                                         COMPENSATION                       
                                             ANNUAL COMPENSATION                    -----------------------                 
                           -------------------------------------------------------  RESTRICTED   NUMBER OF                  
                                                                      OTHER ANNUAL    STOCK      SECURITIES     ALL OTHER   
   NAME AND PRINCIPAL                                                   COMPEN-      AWARDS      UNDERLYING      COMPEN-    
        POSITION           YEAR     SALARY       BONUS                 SATION(1)     (2)(3)       OPTIONS       SATION(4)   
-------------------------  ----    --------    ----------             ------------  ---------    ----------  ---------------
                                                                                                                            
William B. Summers, Jr.,   1997    $200,000    $1,128,750(5)             $4,500     $ 19,122           --        $ 3,328    
President and Chief        1996     200,000       820,000                 4,500      211,786           --          2,504    
Executive Officer          1995     200,000       757,371(2)(6)           3,000           --           --          1,738    
of the Company,                                                                                                             
Chief Executive Officer                                                                                                     
of McDonald Securities                                                                                                      

David W. Knall,            1997           0     2,016,541(7)                  0           --           --              0    
Senior Managing Director,  1996           0     1,953,338(7)                  0           --           --              0    
Investment Consultant and  1995           0     1,764,659(7)              3,000           --           --              0    
Co-Resident Manager                                                                                                         
(Indianapolis, IN) of                                                                                                       
McDonald Securities                                                                                                         

David W. Ellis III,                                                                                                         
 C.P.A.,                   1997           0     1,334,761(2)(6)(7)        4,500           --           --          2,404    
Managing Director/         1996       5,000     1,230,786(2)(6)(7)        4,500           --           --          2,404    
Portfolio Manager,         1995      16,250     1,048,457(2)(6)(7)        3,000           --           --          2,404    
Gradison-McDonald Asset                                                                                                     
Management                                                                                                                  
Division of McDonald                                                                                                        
Securities                                                                                                                  

Robert T. Clutterbuck,     1997     170,833       983,242(5)              4,500       24,630           --          6,179    
Treasurer of the           1996     150,000       740,000                 4,500      188,258           --          5,131    
Company, President and     1995     143,333       757,371(2)(6)           3,000           --           --          4,096    
Chief Operating Officer                                                                                                     
of McDonald Securities                                                                                                      

Daniel F. Austin,          1997     132,500     1,170,210(5)              4,500       23,551           --          7,198    
Vice Chairman of           1996     120,000       620,000                 4,500      152,969           --          6,652    
McDonald Securities        1995     118,333       509,938(2)(6)           3,000           --           --          7,182    

---------------                                                                 

     No Named Executive Officer received personal benefits or perquisites during
fiscal 1997 in excess of the lesser of $50,000 or 10% of his aggregate salary   
and bonus.                                                                      

(1) Represents amounts contributed to the McDonald & Company Securities, Inc.   
Retirement Savings Trust and Plan.                                      

(2) Includes the value of awards of shares of Common Stock under the Company's  
   stock bonus plans. The Company's 1995 Stock Bonus Plan and 1993 Stock Bonus
    Plan provide for issuance of shares of the Company's Common Stock in lieu of
    a portion of the cash bonus that participants in the Plan would otherwise be
entitled to receive. For fiscal years 1997 and 1996 under the 1995 Stock
  Bonus Plan, participants may elect to receive shares of Common Stock which
are subject to forfeiture for a period of three years from the June 1st 
following the end of the plan year with respect to which such shares are
   awarded. If such an election is not made, the shares of Common Stock issued
   to the participant may not be sold or transferred for a period of two years
  from the June 1st following the end of the plan year with respect to which
    such shares are awarded. Shares issued under the 1995 Stock Bonus Plan which
    are subject to forfeiture for three years are issued at an Adjusted Purchase
 Price equal to 85% of the market value of the Common Stock, as determined
under the provisions of the Plan. Shares issued under the Plan which are
   subject to restriction from sale or transfer for two years are issued at an
Adjusted Purchase Price equal to 95% of the market value of the Common  
   Stock, as determined under the provisions of the Plan. For fiscal year 1995
under the 1993 Stock Bonus Plan, shares are restricted from transfer    

 8


DEF 14A12th Page of 26TOC1stPreviousNext↓BottomJust 12th


    for a period of two years from the date of grant. Dividends were paid on the
    shares issued pursuant to the 1995 Stock Bonus Plan and the 1993 Stock Bonus
Plan.                                                                   

(3) For fiscal 1997, Messrs. Summers, Clutterbuck and Austin elected to receive 
    shares of Common Stock under the 1995 Stock Bonus Plan which were subject to
   forfeiture for three years. Shares were valued based on the market value of
   the Company's Common Stock, as determined under the provisions of the Plan.
 The number of shares of Common Stock granted to each of these individuals
    during fiscal 1997 was as follows: 639 shares (Mr. Summers), 785 shares (Mr.
   Clutterbuck) and 787 shares (Mr. Austin). As of the end of fiscal 1997, the
   number and value of the aggregate restricted stock holdings which are still
   subject to forfeiture under the provisions of the 1995 Stock Bonus Plan for
  each of these individuals was as follows: 11,614 shares valued at $435,525
   (Mr. Summers), 10,409 shares valued at $390,338 (Mr. Clutterbuck) and 8,740
    shares valued at $327,750 (Mr. Austin). Dividends are paid on the restricted
shares held by these individuals. For fiscal 1996, Messrs. Summers,     
  Clutterbuck and Austin elected to receive shares of Common Stock under the
1995 Stock Bonus Plan which were subject to forfeiture for three years. 
   Shares were valued based on the market value of the Company's Common Stock,
as determined under the provisions of the Plan. The number of shares of 
   Common Stock granted to each of these individuals during fiscal 1996 was as
follows: 10,975 shares (Mr. Summers), 9,770 shares (Mr. Clutterbuck) and
7,953 shares (Mr. Austin).                                              

(4) Includes the compensation value of Split Dollar Life Insurance premiums and 
Executive Supplemental Life Insurance premiums for each of the Named    
Executive Officers.                                                     

(5) For fiscal 1997, the bonus amounts reported for Messrs. Summers, Clutterbuck
and Austin include amounts which were deferred to subsequent periods    
    pursuant to the Company's Deferred Compensation Plan in order to comply with
   Section 162(m) of the Internal Revenue Code. Portions of such bonus amounts
would have been stock grants under the 1995 Stock Bonus Plan; however,  
    subject to the approval of the stockholders of the proposed amendment to the
    1995 Stock Bonus Plan, the amounts of such stock grants have been reduced so
    that such individual's compensation does not exceed the $1 million deduction
  limitation set forth under Section 162(m). Such individual's account under
  the Company's Deferred Compensation Plan was credited with an amount equal
to the value of the shares under the 1995 Stock Bonus Plan by which his 
  award was reduced. The amount of bonus deferred to a subsequent period for
each of these individuals was as follows: $329,255, including a stock   
    portion of $192,750 representing 6,011 shares of Common Stock (Mr. Summers);
    $160,089, including a stock portion of $159,242 representing 4,992 shares of
  Common Stock (Mr. Clutterbuck); and $382,370, including a stock portion of
$198,000 representing 6,175 shares of Common Stock (Mr. Austin).        

(6) For fiscal 1997, the bonus amount reported for Mr. Ellis includes (i)       
 commissions, (ii) cash bonus awards and (iii) $74,161, the value of 1,975
  shares granted under the Company's 1995 Stock Bonus Plan. For fiscal 1996,
   the bonus amount reported for Mr. Ellis includes (i) commissions, (ii) cash
   bonus awards and (iii) $66,290, the value of 3,417 shares granted under the
Company's 1995 Stock Bonus Plan. Under the terms of the 1995 Stock Bonus
   Plan, Mr. Ellis elected to receive shares which were subject to restriction
 from sale or transfer for a period of two years from the June 1 following
 the date of grant. For fiscal 1995, the bonus amount reported for Messrs.
 Summers, Ellis, Clutterbuck and Austin includes (i) cash bonus awards and
   (ii) the value of shares granted under the Company's 1993 Stock Bonus Plan.
 Under the 1993 Stock Bonus Plan, shares were issued subject to a two year
 restriction from sale or transfer. Shares were valued based on the market
  value of the Company's Common Stock, as determined under the provisions of
  the Plan. The number of shares and the value of the shares of Common Stock
  granted to each of these individuals during fiscal 1995, respectively, was
as follows: 9,182 shares valued at $147,371 (Mr. Summers); 6,508 shares 
valued at $87,370 (Mr. Ellis); 9,182 shares valued at $147,371 (Mr.     
Clutterbuck); and 6,002 shares valued at $95,812 (Mr. Austin).          

 9


DEF 14A13th Page of 26TOC1stPreviousNext↓BottomJust 13th


(7) Bonuses for Messrs. Knall and Ellis include (i) sales commissions,          
  representing a percentage of gross commissions on sales and (ii) incentive
 bonuses, based on a formula relating to gross commissions on sales. Sales
  commissions for Messrs. Knall and Ellis, respectively, for the 1997 fiscal
  year equalled $1,783,156 and $1,180,159; for the 1996 fiscal year equalled
   $1,739,501 and $1,091,535; and for the 1995 fiscal year equalled $1,556,917
   and $918,421. Incentive bonuses for Messrs. Knall, and Ellis, respectively,
for the 1997 fiscal year were $233,385 and $154,602; for the 1996 fiscal
   year were $213,837 and $139,251; and for the 1995 fiscal year were $207,742
and $130,036.                                                           

OPTION EXERCISES AND FISCAL YEAR-END VALUES                                     

Shown below is information with respect to the exercise of options to 
purchase the Company's Common Stock by the Named Executive Officers and         
unexercised options to purchase the Company's Common Stock for the Named        
Executive Officers.                                                             

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND MARCH 28, 1997 OPTION VALUE 

                                                        [Enlarge/Download Table]

                                                    NUMBER OF SECURITIES                                 
                                                   UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED    
                           NUMBER OF                     OPTIONS AT              IN-THE-MONEY OPTIONS    
                            SHARES                     FISCAL YEAR-END           AT FISCAL YEAR-END(1)   
                          ACQUIRED ON   VALUE    ---------------------------  ---------------------------
          NAME             EXERCISE    REALIZED  EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
------------------------  -----------  --------  -----------   -------------  -----------   -------------
                                                                                                         
William B. Summers, Jr.         --     $     0      24,000         6,000       $ 595,008      $ 148,752  
David W. Knall                  --           0           0             0               0              0  
David W. Ellis III              --           0           0             0               0              0  
Robert T. Clutterbuck           --           0       7,200         4,800         179,251        119,500  
Daniel F. Austin             4,800      55,603      11,280         6,720         288,576        167,301  

---------------                                                                 

(1) Based on the difference between the exercise price of the options and the   
 closing price of the Common Stock on the New York Stock Exchange on March
   27, 1997 (the last trading day of the Company's fiscal year ended March 28,
1997).                                                                  

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION 

GENERAL                                                                         

    The Compensation Committee of the Board of Directors reviews the Company's
existing and proposed executive compensation plans and makes recommendations to 
the Board of Directors regarding such plans and the awards to be made           
thereunder. All members of the Committee are non-employee Directors.            

COMPENSATION PHILOSOPHY                                                         

The Company seeks to provide executives with compensation that rewards
individual performance during the year and provides incentives to executives to 
improve the long-term performance of the Company. The Company has traditionally 
paid relatively modest base salaries to its salaried officers and has           
supplemented these salaries with performance-based bonuses. A portion of these  
bonuses are paid in shares of Common Stock.                                     

In 1993, Congress adopted Section 162(m) of the Internal Revenue Code.
Section 162(m) limits the ability of public companies to deduct compensation in 
excess of $1,000,000 paid to certain executive officers, unless such            
compensation is "performance based" within the meaning of Section 162(m). The   
Committee intends to seek to preserve the tax deductibility of compensation to  
executive officers to the extent possible without impairing the operation and   
effectiveness of the Company's compensation policies, plans and programs. To    
this end, the Board of Directors has adopted, subject to stockholder approval,  
an amendment to the Company's 1995 Stock Bonus Plan. Likewise, the Committee has
in recent years determined that it                                              

10


DEF 14A14th Page of 26TOC1stPreviousNext↓BottomJust 14th


may, at its discretion, require that all compensation subject to 162(m) in      
excess of $1,000,000 which may be paid to an executive subject to Section 162(m)
be deferred to subsequent periods pursuant to a deferred compensation program.  
However, in determining compensation for the Company's executive officers, the  
primary consideration is achievement of the Company's strategic goals, taking   
into consideration competitive practices, market conditions and other factors.  
To the extent that fulfilling these goals is consistent with obtaining tax      
deductions, the Company is committed to making compensation awards that will    
qualify for tax deductions.                                                     

FISCAL 1997 COMPENSATION DECISIONS                                              

Salaries.  Investment brokers generally receive minimal or no base    
salaries, and are compensated primarily or exclusively on a commission basis. In
making decisions on base salaries for persons other than investment brokers, the
Committee evaluated the performance of each individual considered during the    
prior year, the Company's results of operations and the responsibilities of the 
executive officers. In keeping with its desire to base much of the compensation 
of the Company's executives on performance during the year, the Committee       
generally determined to only make changes in the base salaries of certain       
executives due to their new positions and increased responsibilities, and to    
maintain salaries for most other executive officers at the same level as the    
prior year.                                                                     

   Bonuses.  The bonuses paid to the Company's executive officers for fiscal
1997 were awarded under its Incentive Compensation Plan. Participants in the    
Incentive Compensation Plan have an opportunity to earn significant cash bonuses
based on the Company's financial performance, as compared to certain other      
regional investment firms, and the participant's performance during the fiscal  
year.                                                                           

     The amount allocated to the Incentive Compensation Plan for fiscal 1997 was
based on the Committee's assessment of the Company's financial performance as   
compared to prior years and to the performance of five other regional investment
banking firms. Certain companies used for comparative purposes are included in  
the Lipper Regional Brokerage Firm Index, and were chosen because their mix of  
business was deemed comparable to that of the Company. In measuring the         
Company's comparative performance the Committee considered various financial    
ratios, including pre-tax return on revenues and average equity, net revenues   
per employee, pre-tax earnings per employee, compensation as a percent of net   
revenues, pre-tax earnings gain, common stock performance, increase in equity   
capital and profit margin improvement. The incentive bonuses paid to individual 
executives were based primarily upon the Committee's assessment of their        
individual performance. An executive's individual performance is measured       
primarily by reference to the volume of business generated by or under the      
direction of the executive during the fiscal year. In determining the overall   
levels of compensation payable to each of the Company's executive officers, the 
Committee also considered the results of an independent survey of compensation  
paid by other securities firms to persons serving in similar capacities. The    
firms included in the independent survey included a broader range of securities 
firms than those included in the Lipper Regional Brokerage Firm Index.          

     Stock Options and Bonuses.  The Company has established a stock bonus plan,
which provides for participants to receive a portion of their annual incentive  
bonus, which would otherwise be paid in cash, in shares of the Company's Common 
Stock. In general, the portion of an incentive bonus that is payable in Common  
Stock increases with the size of a participant's incentive bonus in accordance  
with a formula set forth in the Stock Bonus Plan. The amount of awards to each  
executive officer of the Company who participated in the Stock Bonus Plan were  
determined by reference to this formula. Participation in the Stock Bonus Plan  
was not optional for the participants, except for certain age and stock         
ownership limitations. The Committee did not grant any stock options during the 
1997 fiscal year.                                                               

11


DEF 14A15th Page of 26TOC1stPreviousNext↓BottomJust 15th


COMPENSATION OF CHIEF EXECUTIVE OFFICER                                         

 William B. Summers, Jr. has been Chief Executive Officer of the Company
since January 1, 1994.                                                          

    Consistent with the Committee's desire to base much of the compensation of
the Company's executives on performance during the year, the Committee          
determined not to make any adjustments to Mr. Summers' base salary for fiscal   
1997. Mr. Summers' salary was last adjusted in January 1994, when he assumed the
responsibilities of Chief Executive Officer.                                    

  Mr. Summers participates in the Incentive Compensation Plan and, as with
other participants, the Committee's decisions concerning his bonus are based    
primarily upon its assessment of his individual performance. In determining the 
amount of Mr. Summers' bonus, the Committee considered the fact that as Chief   
Executive Officer, Mr. Summers has responsibility for managing the Company's    
operations and has direct responsibility for its financial performance.         
Therefore, the Committee primarily measures his performance by reference to the 
Company's overall financial performance and its assessment of his contributions 
to achieving strategic objectives during the year. In assessing Mr. Summers'    
contribution to the Company's financial performance, the Committee took into    
account the fact that the Company achieved its highest level of revenues, net   
income and earnings per share during fiscal 1997. In assessing Mr. Summers'     
contribution to achieving the Company's strategic objectives, the Committee     
considered the fact that during the year, the Company further expanded the range
of services that it was able to provide to customers, increased the number of   
its sales personnel, continued its cost containment efforts and made certain    
enhancements to its operations.                                                 

  After considering the foregoing factors, the Committee determined to pay
Mr. Summers, including a salary of $200,000 and a bonus of $1,145,000, total    
compensation of $1,345,000 for fiscal 1997.                                     

                                  THE COMPENSATION COMMITTEE
                                   James A. Karman, Chairman
                          Rena J. Blumberg
                            Frederick R. Nance

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

   Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and Directors, and persons who own    
more than ten percent of the Company's Common Stock, to file reports of         
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and  
Exchange Commission and the New York Stock Exchange. Executive officers,        
Directors and greater than ten-percent shareholders are required by SEC         
regulations to furnish the Company with copies of all Forms 3, 4 and 5 they     
file.                                                                           

Based solely on review of the copies of such forms furnished to the   
Company, or written representations that no Forms 5 were required, the Company  
believes that during the fiscal year ended March 28, 1997 all Section 16(a)     
filing requirements applicable to its executive officers, Directors and greater 
than ten-percent beneficial owners were complied with.                          

12


DEF 14A16th Page of 26TOC1stPreviousNext↓BottomJust 16th


PERFORMANCE GRAPH 

Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the   
cumulative total return of the S&P Composite-500 Stock Index and the Lipper     
Regional Brokerage Firm Index for the period from March 31, 1992 to March 31,   
1997. The companies comprising the Lipper Regional Brokerage Firm Index are: The
Advest Group, Inc.; Alex. Brown Incorporated; First Albany Companies Inc.;      
Interra Financial Incorporated; Interstate/Johnson Lane, Inc.; Kinnard          
Investments, Inc.; Legg Mason, Inc.; Morgan Keegan & Company, Inc.; Piper       
Jaffray Companies Inc.; Raymond James Financial, Inc.; Scott & Stringfellow     
Financial, Inc.; Southwest Securities Group, Inc.; Stifel Financial Corp.; and  
the Company. The graph assumes that the value of the investment in the Company's
Common Stock and each index was $100 at March 31, 1992 and that all dividends,  
if any, were reinvested.                                                        

COMPARISON OF THE COMPANY'S COMMON STOCK, 
S&P 500 INDEX AND THE LIPPER REGIONAL BROKERAGE FIRM INDEX

[Graph]                                                                         

                                                                [Download Table]

                                                                    LIPPER    
      MEASUREMENT PERIOD          MCDONALD &                     REGIONAL FIRM
    (FISCAL YEAR COVERED)        COMPANY (MDD)   S&P 500 (S&P)    INDEX (LRI) 
                                                                              
3/31/92                                    100             100             100
3/31/93                                    149             115             111
3/31/94                                    162             117             122
3/31/95                                    159             135             133
3/31/96                                    219             178             183
3/31/97                                    418             213             262

PROPOSAL TO APPROVE AND ADOPT AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK 

GENERAL                                                                         

  The Company's Certificate of Incorporation (the "Certificate") presently
provides for authorized capital stock of 200,000 shares of Preferred Stock and  
15,000,000 shares of Common Stock. On May 7, 1997, the Board of Directors       
unanimously approved, subject to stockholder approval, an amendment to the      
Certificate to increase the number of authorized shares of Common Stock to      
50,000,000 shares.                                                              

  The proposed increase in the number of authorized shares has been deemed
advisable by the Board of Directors in order to provide additional authorized   
but unissued shares for issuance from time-to-time for such proper corporate    
purposes as may be determined by the Board, without further action or           
authorization by the stockholders. Such corporate purposes might                

13


DEF 14A17th Page of 26TOC1stPreviousNext↓BottomJust 17th


include the raising of additional capital through the issuance of stock, the    
acquisition of other companies, or the declaration of stock splits and/or stock 
dividends. Although the Company from time to time considers possible financing  
transactions and acquisitions involving the issuance of stock, it is not        
presently engaged in negotiations concerning any transaction involving the      
issuance of additional shares.                                                  

 On June 13, 1997, there were issued and outstanding 9,191,159 shares of
Common Stock. In addition, a total of 1,657,292 shares were reserved for        
issuance pursuant to the 1995 Stock Bonus Plan, 173,358 shares were reserved for
issuance pursuant to the Company's Stock Option Plan, 14,400 shares were        
reserved for issuance pursuant to the 1990 Stock Option Plan for Outside        
Directors, 50,000 shares were reserved for issuance pursuant to the 1995 Stock  
Option Plan for Non-Officer Directors and 500,000 shares were reserved for      
issuance pursuant to the 1995 Key Employees Stock Option Plan.                  

  The proposed increase in the number of authorized shares of Common Stock
will not change the rights of holders of presently outstanding shares of Common 
Stock. The newly authorized shares will have the same rights as presently       
outstanding shares. Present stockholders of the Company would not have any      
preemptive rights to purchase a portion of the newly authorized shares.         

The increase in authorized but unissued shares may have an incidental 
anti-takeover effect in that additional shares could be used to dilute the stock
ownership of persons seeking to obtain control of the Company. The resulting    
effect may be to render more difficult or to discourage the possibility of      
certain mergers, tenders offers or proxy contests.                              

     If the proposed amendment is approved, all or any part of the authorized by
unissued shares may thereafter be issued without further approval from the      
stockholders, except as required by law or the policies of the New York Stock   
Exchange, for such purposes and on such terms as the Board of Directors may     
determine. The Company is not presently subject to any law or stock exchange    
policy which would require further stockholder approval prior to the issuance of
Common Stock, except in limited situations involving the issuance of a          
substantial block of stock.                                                     

RECOMMENDATION; REQUIRED VOTE                                                   

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.  The persons
named in the accompanying Proxy or their substitutes will vote such Proxy for   
this proposal unless it is marked to the contrary. A favorable vote of shares   
representing a majority of the total number of shares of Common Stock of the    
Company issued and outstanding as of the record date is required to approve and 
adopt the amendment to the Company's Certificate of Incorporation. Thus,        
abstentions and broker non-votes will have the same effect as a vote against the
proposed amendment to the Certificate of Incorporation. The full text of the    
proposed amendment is attached hereto as Appendix A to this Proxy Statement.    

APPROVAL AND ADOPTION OF AN AMENDMENT TO
THE COMPANY'S 1995 STOCK BONUS PLAN 

    At the Annual Meeting, stockholders will be asked to approve and adopt the
First Amendment (the "Amendment") to the Company's 1995 Stock Bonus Plan (the   
"Stock Bonus Plan" or the "Plan"). The Amendment would reduce the number of     
shares of Common Stock (the "Shares") that may be awarded to certain employees  
of the Company under the Stock Bonus Plan in order to allow the Company to      
comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), and thereby deduct from income the amount of compensation paid to its  
highly compensated executives.                                                  

14


DEF 14A18th Page of 26TOC1stPreviousNext↓BottomJust 18th


BACKGROUND                                                                      

Section 162(m) of the Code disallows a publicly held corporation's    
deduction for compensation in excess of $1 million (per taxable year) paid to   
the corporation's chief executive officer and other four most highly compensated
executives (each a "Covered Employee") unless certain exceptions are satisfied. 
The Company has complied with Section 162(m), and thereby benefits from the     
deduction for compensation to its highly paid executives, by requiring its      
affected executives to defer receipt of compensation in excess of $1 million. On
May 7, 1997, the Board of Directors unanimously approved and adopted, subject to
stockholder approval, an amendment to the Stock Bonus Plan that reduces the     
number of Shares that may be awarded to a Covered Employee to an amount which   
ensures that a Covered Employee's compensation, including any Shares awarded    
under the Plan, does not exceed the $1 million deduction limitation set forth   
under Section 162(m) of the Code. Such executive's account under the Company's  
Deferred Compensation Plan is credited with an amount equal to the Adjusted     
Purchase Price (as defined below) of that number of Shares by which his or her  
award was reduced. Additionally, upon the termination of the three (3) year     
restriction placed on certain of the Shares awarded under the Plan, the         
Amendment would also permit the forfeiture to the Company of that number of     
Shares that would cause a Covered Employee to exceed the $1 million deduction   
limit and the subsequent credit of an amount equal to the value of the forfeited
Shares to the Covered Employee's account under the Company's Deferred           
Compensation Plan. The affirmative vote of a majority of the shares of the      
Company's Common Stock represented in person or by proxy is required for        
approval of the Amendment.                                                      

   The following is a summary of the principal provisions of the Stock Bonus
Plan and the Amendment and is qualified in its entirety by reference to the     
Amendment and the Plan. A copy of the Amendment is attached hereto as Appendix  
B. A copy of the Plan is available upon written request to the Secretary of the 
Company.                                                                        

PURPOSE OF THE PLAN AND AMENDMENT                                               

   The purpose of the Plan is to further the growth, success and interest of
the Company, McDonald Securities and the stockholders of the Company by         
requiring certain Covered Employees of McDonald Securities who participate in   
the Company's bonus programs to receive a portion of their annual incentive     
bonuses in Shares under the terms and conditions of and in accordance with the  
Plan, thereby increasing their direct involvement in the future success of the  
Company. The purpose of the Amendment is to allow the Company and its           
stockholders to continue to benefit from the deduction of compensation paid from
taxable income while continuing to provide performance incentives to the Covered
Employees.                                                                      

ADMINISTRATION OF THE PLAN                                                      

The Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee is composed of no fewer than three   
members of the Board of Directors of the Company who are designated by the Board
of Directors. Each member of the Committee must be a "non-employee director"    
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act  
of 1934, as amended, and any successor to such rule as may be in effect from    
time to time.                                                                   

 The Committee is authorized to (i) construe and interpret the Plan; and
(ii) to issue such rules and interpretations as, in its judgment, are necessary 
in order to administer the Plan effectively.                                    

EMPLOYEES ELIGIBLE FOR THE PLAN                                                 

    Any employee of McDonald Securities is eligible to participate in the Plan
if the individual has been awarded a bonus under McDonald Securities' Incentive 
Compensation Program or its Sales and Sales Management Programs. An individual  
who may be eligible to participate in the                                       

15


DEF 14A19th Page of 26TOC1stPreviousNext↓BottomJust 19th


Plan may elect not to participate in the Plan if the individual delivers a      
written election not to participate and provides written evidence that he or she
satisfies any of the following conditions:                                      

         (a) the individual has attained age fifty-seven (57) on the first day
of the relevant plan year; or                                         

   (b) the individual is not a Senior Managing Director, Executive
  Managing Director, President, Chief Executive Officer or Chairman of the
    Board and owns at least the following number of Shares on the first day of
the relevant plan year:                                               

    (i) 10,000 Shares if the individual is awarded a Sales Bonus; or

       (ii) 25,000 Shares if the individual is awarded an Incentive Bonus.

The term "Incentive Bonus" means a bonus paid to an employee under the
Company's Incentive Compensation Program. The term "Sales Bonus" means a bonus  
paid to an employee under the Company's Sales and Sales Management Compensation 
Programs.                                                                       

SHARES SUBJECT TO THE AMENDED PLAN                                              

   The Plan authorizes the Company to issue stock bonuses with respect to an
aggregate of 2,000,000 Shares. As of June 13, 1997, an aggregate of 342,708     
Shares have been awarded as bonuses under the Plan.                             

 The Shares awarded under the Plan are shares of Common Stock, par value
$1.00 per share, of the Company. Either authorized and unissued Shares or Shares
re-acquired by the Company may be made available for re-offering under the Plan.
In the event that the outstanding Shares of the Company should be changed by    
reason of stock splits or dividends, then the number of Shares issued under the 
Plan may be appropriately adjusted by the Committee to reflect such change.     

AWARD OF SHARES                                                                 

Incentive Bonuses.  The number of Shares awarded to a participant is  
determined by dividing the stock portion of a participant's Incentive Bonus by  
the Adjusted Purchase Price (as defined below) of one Share. The stock portion  
of a participant's Incentive Bonus is calculated as a specific percentage of the
individual's bonus determined on the basis of a graduated scale formula that is 
approved by the Committee and appended to the Plan. A participant's Incentive   
Bonus may not be aggregated with any other Incentive Bonus awarded during the   
fiscal year for the purpose of determining the stock portion of the Incentive   
Bonus. The Committee may adopt as many different formulas as it deems necessary 
for each class of employees who receive Incentive Bonuses. The Company typically
pays Incentive Bonuses in December and June.                                    

     Sales Bonuses.  The number of Shares awarded to a participant entitled to a
Sales Bonus is determined on the same basis as for Incentive Bonuses except that
a different graduated percentage scale formula, approved by the Committee and   
appended to the Plan, is used which varies depending on the specific service    
provided by the individual to the Company. As with the Incentive Bonuses, the   
Committee may adopt as many different formulas as it deems necessary for each   
class of employees who receive a qualifying bonus.                              

    The Adjusted Purchase Price of one Share will be determined by calculating
the average closing price of one Share for the five (5) trading days ending on  
the last day of the month immediately preceding the month during which payment  
of the Incentive Bonus or Sales Bonus is actually made, and multiplying such    
average price by either (a) ninety-five percent (95%) if the employee elects to 
receive Shares that are restricted from sale for two years or (b) eighty-five   
percent (85%) if the employee elects to receive Shares that are subject to      
complete forfeiture for three years. No fractional shares will be awarded under 
the Plan. In the event that                                                     

16


DEF 14A20th Page of 26TOC1stPreviousNext↓BottomJust 20th


a participant is entitled to a fractional share, such participant shall be      
entitled to round up such fractional amount to the next larger whole share.     

LIMITATIONS ON TRANSFER                                                         

    Under the terms of the Stock Bonus Plan, an employee must elect to receive
the stock portion of his or her bonus subject to one of two forms of            
restrictions on transfer. The employee may elect to receive Shares valued at    
ninety-five percent (95%) of fair market value, in which case the Shares awarded
thereunder may not be sold, transferred or otherwise disposed of, or pledged,   
until the earliest of (i) the second anniversary of the June 1st immediately    
following the end of the plan year for which such Shares were awarded; (ii) a   
change in control that occurs with respect to the Company or (iii) the          
termination of the Plan. The foregoing restrictions on transfer will not apply  
if a participant's employment with the Company terminates by reason of death or 
total disability prior to the earliest of the events set forth in clauses (i)   
through (iii) above.                                                            

Alternatively, an employee may elect to receive Shares valued at      
eighty-five percent (85%) of fair market value. Shares awarded under such an    
election will be subject to forfeiture to the Company for a three (3) year      
period. The three (3) year forfeiture restriction will not apply if a           
participant's employment is terminated by reason of death or total disability   
prior to the earliest of (i) the second anniversary of the June 1st immediately 
following the end of the plan year for which such Shares were awarded; (ii) a   
change in control that occurs with respect to the Company or (iii) the          
termination of the Plan.                                                        

  If the Amendment is adopted, the stock portion of the bonus to a Covered
Employee will be automatically reduced by that number of Shares necessary to    
permit the total compensation paid to such Covered Employee to be deductible by 
the Company after taking into account Section 162(m) of the Code. The number of 
Shares by which the stock portion of the Covered Employee's bonus is reduced    
will thereupon be immediately liquidated to a value equal to the Adjusted       
Purchase Price of such amount of Shares. The Covered Employee's account under   
the Company's Deferred Compensation Plan will then be credited with an amount   
equal to such Adjusted Purchase Price. When the Adjusted Purchase Price of the  
number of Shares by which the Covered Employee's bonus is reduced is transferred
to the Covered Employee's account under the Company's Deferred Compensation     
Plan, it will be deferred compensation and will not be included in the          
compensation calculation for purposes of Section 162(m) until the deferred      
amounts are actually paid to the Covered Employee at a later date.              

 Additionally, the Amendment will also permit a Covered Employee who has
previously elected to take Shares subject to a three-year forfeiture restriction
and who has not elected, under Section 83(b) of the Code, to be taxed on the    
value of those Shares, to forfeit such number of Shares necessary so that the   
compensation amount attributable to the remaining Shares that would otherwise   
become unrestricted at the end of the three (3) year restriction period will not
be non-deductible by the Company under Section 162(m) at that time. The         
Amendment will then permit the Covered Employee to receive a per Share credit to
his or her account under the Company's Deferred Compensation Plan equal to the  
average closing price of a Share for the five (5) trading day period ending on  
the May 31 prior to the June 1 cessation of the three-year restriction period.  
Upon transfer to the Covered Employee's account under the Company's Deferred    
Compensation Plan, the value of the forfeited Shares will be deemed deferred    
compensation and will not be included in the compensation calculation for       
purposes of Section 162(m) until the deferred amounts are actually paid to the  
Covered Employee at a later date.                                               

     If approved by the stockholders, the Amendment would improve the ability of
the Company to tie the performance of its employees with the long-term          
performance of the Company while enabling the Company to grant bonuses within   
the deductibility limit of Section 162(m).                                      

17


DEF 14A21st Page of 26TOC1stPreviousNext↓BottomJust 21st


TERMINATION OF THE PLAN                                                         

 The Plan will terminate on June 30, 2001 or such earlier date as may be
determined by the Board of Directors of the Company. Notwithstanding the        
foregoing, the Committee's right to award any Shares shall terminate after the  
last award of Shares with respect to the plan year ending in 1998.              

FEDERAL INCOME TAX CONSEQUENCES                                                 

If a participant in the Plan elects to receive Shares which will be   
restricted from sale for two years, the participant will be taxed on the value  
of the Shares issued pursuant thereto on the date of the award of such Shares.  
The participant will recognize as income the full fair market value of the      
Shares at ordinary income tax rates in effect at the time.                      

     If a participant in the Plan elects to receive Shares which will be subject
to a risk of forfeiture for three years, the participant will be taxed on the   
value of the Shares issued pursuant thereto on the date the forfeiture          
provisions lapse, unless a participant makes an election to be taxed on the     
value of the Shares on the date of the award of such Shares. The participant    
will recognize as income the full fair market value of the Shares at ordinary   
income tax rates in effect when he or she is taxed on the value of the Shares.  

     If a participant receives a credit to his or her account under the Deferred
Compensation Plan, the participant will recognize as income the amount paid to  
him at ordinary income tax rates in effect at that time.                        

Subject to the restrictions of Section 162(m) as explained above, the 
Company is entitled to a deduction of the fair market value of the Shares or the
amount paid from the Deferred Compensation Plan at the time the participant     
recognizes income on such Shares or amount.                                     

RECOMMENDATION; REQUIRED VOTE                                                   

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.  The persons
named in the accompanying Proxy or their substitutes will vote such proxy for   
this proposal unless it is marked to the contrary. A favorable vote of the      
holders of a majority of the outstanding shares of Common Stock of the Company  
present, either in person or by proxy, at the Annual Meeting is required to     
approve and adopt the Amendment to the 1995 Stock Bonus Plan. Thus, stockholders
who vote to abstain will in effect be voting against the proposal. Broker       
non-votes, however, are not counted as present for determining whether this     
proposal has been approved and have no effect on its outcome.                   

18


DEF 14A22nd Page of 26TOC1stPreviousNext↓BottomJust 22nd


OTHER MATTERS 

     The Board of Directors is not aware of any matter to come before the Annual
Meeting other than those set forth in the Notice of Annual Meeting of           
Stockholders. If other matters, however, properly come before the Annual        
Meeting, it is the intention of the persons named in the accompanying Proxy to  
vote in accordance with their best judgment on such matters insofar as the      
Proxies are not limited to the contrary.                                        

A representative of the firm of Ernst & Young LLP, the Company's      
independent auditors, will be present at the Annual Meeting and will have an    
opportunity to make a statement if so desired and to respond to appropriate     
questions from stockholders.                                                    

SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING 
AND ADDITIONAL INFORMATION

    Any stockholder who wishes to submit a proposal for inclusion in the proxy
materials to be distributed by the Company in connection with its Annual Meeting
of Stockholders to be held in 1998 must do so no later than February 26, 1998.  
To be eligible for inclusion in the 1998 proxy materials of the Company,        
proposals must conform to the requirements set forth in Regulation 14A under the
Exchange Act.                                                                   

 Upon the receipt of a written request from any stockholder, the Company
will mail, at no charge to the stockholder, a copy of the Company's Annual      
Report on Form 10-K, including the financial statements and schedules required  
to be filed with the Securities and Exchange Commission pursuant to Rule 13a-1  
under the Exchange Act, for the Company's most recent fiscal year. Written      
requests for such Report should be directed to:                                 

Mr. Robert T. Clutterbuck   
Treasurer                   
        McDonald & Company Investments, Inc.
McDonald Investment Center  
800 Superior Avenue         
Cleveland, Ohio 44114       

     You are urged to sign and return your Proxy promptly in the enclosed return
envelope to make certain your shares will be voted at the Annual Meeting.       

                                          By order of the Board of Directors
                       THOMAS F. MCKEE
                 Secretary
June 26, 1997                                                                   

19


DEF 14A23rd Page of 26TOC1stPreviousNext↓BottomJust 23rd


                                                                      APPENDIX A

PROPOSED AMENDMENT TO ARTICLE IV
OF THE CERTIFICATE OF INCORPORATION 
OF MCDONALD & COMPANY INVESTMENTS, INC. 

    That Article IV of the Certificate of Incorporation be amended by deleting
the first full sentence in its entirety and substituting in lieu thereof the    
following:                                                                      

"The total authorized capital stock of the Corporation consists of fifty
million two hundred thousand (50,200,000) shares, of which number two   
   hundred thousand (200,000) are shares of Preferred Stock, without par value
("Preferred Stock"), and fifty million (50,000,000) are shares of Common
Stock, par value $1.00 per share ("Common Stock")."                     

 A-1


DEF 14A24th Page of 26TOC1stPreviousNext↓BottomJust 24th


                                                                      APPENDIX B

FIRST AMENDMENT TO THE
MCDONALD & COMPANY INVESTMENTS, INC.
1995 STOCK BONUS PLAN 

  WHEREAS, McDONALD & COMPANY INVESTMENTS, INC. (the "Parent Corporation")
adopted the McDONALD & COMPANY INVESTMENTS, INC. 1995 STOCK BONUS PLAN (the     
"Plan") effective April 1, 1995; and                                            

     WHEREAS, pursuant to Section 9.1 of the Plan, the Board of Directors of the
Parent Corporation has the right to amend the Plan; and                         

    WHEREAS, the Board of Directors of the Parent Corporation desires to amend
the Plan to adopt certain coordination provisions with the McDonald & Company   
Securities, Inc. Deferred Compensation Plan to facilitate compliance with       
Section 162(m) of the Internal Revenue Code;                                    

    NOW, THEREFORE, the Plan is hereby amended effective March 30, 1996 as set
forth below; provided, however, that this Amendment shall be of no force or     
effect if it is not approved by the shareholders of the Parent Corporation:     

   The Plan is hereby amended by the addition of a new Article 13 at the end
thereof to read as follows:                                                     

"13. COORDINATION WITH DEFERRED COMPENSATION PLAN.                    

          13.1 Notwithstanding anything in this Plan to the contrary, the Shares
  awarded or held by a participant who is a covered employee under Section
    162(m) of the Internal Revenue Code ("Section 162(m)") shall be subject to
the following provisions:                                             

    (a) in the event that an award of Shares to such a participant would
           result in the receipt of an amount of compensation in excess of the
            amount that may be deducted under Section 162(m), then the following
actions shall be taken:                                 

        (i) the number of Shares that would otherwise be awarded to such a
            participant hereunder shall be reduced by the number of Shares
           necessary so that the compensation amount attributable to the
           remaining Shares awarded to the participant hereunder will be
             deductible by the Corporation after taking into account Section
162(m); and                                       

      (ii) an amount equal to the Adjusted Purchase Price of the total
        number of Shares that are not awarded to the participant
           pursuant to subparagraph (i) above shall be credited to the
              account of such participant under the terms of the Amended and
     Restated McDonald & Company Securities, Inc. Deferred
     Compensation Plan ("Deferred Compensation Plan"); and

   (b) in the event that such a participant has previously received an
         award of Shares that are subject to the restrictions set forth in
            Section 6.2 above, such a participant has not made an election under
        Section 83(b) of the Internal Revenue Code and the lapse of such
            restrictions will result in the receipt of an amount of compensation
          in excess of the amount that may be deducted under Section 162(m),
       such participant may make an election to forfeit such number of
            Shares necessary so that the compensation amount attributable to the
            remaining Shares that will become unrestricted on the next immediate
      June 1 will be deductible by the Corporation after taking into
        account Section 162(m) and to receive as a credit to his account
   under the Deferred Compensation Plan an amount equal to (i)
multiplied by (ii) where:                               

        (i) equals the average closing price of one Share for the five (5)
trading day period                                

 B-1


DEF 14A25th Page of 26TOC1stPreviousNext↓BottomJust 25th


        ending on the May 31 immediately prior to such June 1; and

          (ii) equals the number of Shares that the participant has elected to
forfeit pursuant to this paragraph (b).         

      The participant may make such an election only during the period
       commencing May 1 and ending May 21 which immediately precedes the
        June 1 on which the restrictions for such Shares lapse pursuant to
        Section 6.2 above. Such election shall be made on such form and be
          subject to such further requirements as determined by the Company in
its sole discretion."                                     

 B-2


DEF 14ALast Page of 26TOC1stPreviousNext↓BottomJust 26th


MCDONALD & COMPANY INVESTMENTS, INC.
PROXY 
ANNUAL MEETING OF STOCKHOLDERS -- JULY 30, 1997 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

 The undersigned hereby (i) appoints WILLIAM B. SUMMERS, JR. and ROBERT T.
CLUTTERBUCK, and each of them, as Proxy holders and attorneys, with full power  
of substitution, to appear and vote all of the shares of Common Stock of        
McDonald & Company Investments, Inc. which the undersigned shall be entitled to 
vote at the Annual Meeting of Stockholders of the Company, to be held at the    
McDonald Investment Center Auditorium, 20th Floor, McDonald Investment Center,  
800 Superior Avenue, Cleveland, Ohio, on Wednesday, July 30, 1997, at 9:30 A.M. 
(EDT), and at any adjournments thereof, hereby revoking any and all proxies     
heretofore given, and (ii) authorizes and directs said Proxy holders to vote all
of the shares of Common Stock of the Company represented by this Proxy as       
follows, WITH THE UNDERSTANDING THAT IF NO DIRECTIONS ARE GIVEN BELOW, SAID     
SHARES WILL BE VOTED "FOR" THE ELECTION OF THE THREE DIRECTORS NOMINATED BY THE 
BOARD OF DIRECTORS, "FOR" THE PROPOSAL TO APPROVE AND ADOPT AN AMENDMENT TO THE 
COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED     
SHARES OF THE COMPANY'S COMMON STOCK FROM 15,000,000 TO 50,000,000 AND "FOR" THE
PROPOSAL TO APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY'S 1995 STOCK BONUS    
PLAN.                                                                           

(1) ELECTION OF DIRECTORS                                               

                                                                [Download Table]
                                                                             
[ ] FOR all nominees listed                 [ ] WITHHOLD AUTHORITY           
  (except as marked to the contrary below)    to vote for all nominees listed

THOMAS M. O'DONNELL, DONALD E. WESTON and EDWARD FRUCHTENBAUM 

(INSTRUCTION: To withhold authority to vote for any individual nominee, 
    write that nominee's name on the following line)

     ---------------------------------------------------------------------------
                                      (Continued and to be signed on other side)

PROXY NO.                                                                 SHARES
(Proxy -- continued from other side)

   (2) PROPOSAL to approve and adopt an amendment to the Company's Certificate
   of Incorporation to increase the number of authorized shares of the
Company's Common Stock from 15,000,000 to 50,000,000.           

[ ]  FOR the Proposal  [ ]  AGAINST the Proposal  [ ]  ABSTAIN

  (3) PROPOSAL to approve and adopt an amendment to the Company's 1995 Stock
Bonus Plan.                                                     

[ ]  FOR the Proposal  [ ]  AGAINST the Proposal  [ ]  ABSTAIN

(4) In their discretion to act on any other matter or matters which may 
properly come before the Annual Meeting.                        

                                                  Please date, sign and return
                                                  promptly in the accompanying
                               envelope.

                                                   Dated:................ , 1997

                                                   .............................

                                                  Your signature to this Proxy
                                                form should be exactly the
                                                same as the name imprinted
                                                hereon. Persons signing as
                                                executors, administrators,
                                            trustees or in similar
                                          capacities should so
                                                   indicate. For joint accounts,
                                                  the name of each joint owner
                                     must be signed.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE NOMINEES AND THE PROPOSALS 
LISTED ABOVE

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘DEF 14A’ Filing    Date First  Last      Other Filings
6/30/0121
2/26/9822
For Period End:7/30/97226PRE 14A
Filed on:6/26/97222
6/13/97619
5/30/9736
5/7/97718
3/31/9716
3/28/97111510-K405
3/27/9713
2/5/9779
1/1/979
8/7/969DEF 14A
6/14/969
3/30/9624
3/29/961110-K405
1/31/968
11/25/958
6/1/9579
4/1/9524
3/31/951110-K
1/1/94715
12/31/93910-Q
9/27/937
7/28/928
6/1/929
5/31/929
3/31/9216
3/1/928
2/29/928
1/1/929
 List all Filings 
↑Top
Filing Submission 0000950152-97-004736   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Tue., Apr. 23, 12:00:11.2pm ET