SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ACMAT CORPORATION
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(Name of Registrant as Specified In Its Charter)
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[ACMAT LOGO]
233 MAIN STREET
NEW BRITAIN, CT 06050-2350
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ACMAT CORPORATION
TO BE HELD
JUNE 26, 2003
To the ACMAT Stockholders:
The Annual Meeting of Stockholders of ACMAT CORPORATION will be held at
ACMAT's headquarters, 233 Main Street, New Britain, CT, on June 26, 2003, at
12:00 P.M., for the following purposes:
1. To elect six directors for the ensuing year;
2. To ratify the appointment of KPMG LLP as auditors of the books and
accounts of the Company for the current fiscal year; and
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on April 25, 2003 will
be entitled to notice of and to vote at this meeting.
We hope that as many stockholders as possible will attend the Annual
Meeting in person. Management will be present to answer any questions you may
have with respect to the operations of the Company. We would appreciate it if
you would complete, date, sign and return the enclosed proxy. A self-addressed
envelope is enclosed for your convenience in returning the proxy to us.
/s/ Henry W. Nozko, Jr.
HENRY W. NOZKO, JR.
May 2, 2003 Chairman of the Board and President
ACMAT CORPORATION
233 MAIN STREET, NEW BRITAIN, CT 06050-2350
(860) 229-9000
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of ACMAT
CORPORATION (sometimes referred to as "ACMAT", the "Company" or the
"Corporation") for use at the Annual Meeting of Stockholders of the Company to
be held on June 26, 2003, at 12:00 P.M., at ACMAT's headquarters, 233 Main
Street, New Britain, CT, for the purposes set forth in the accompanying Notice
of Annual Meeting. Any stockholder giving a proxy has the power to revoke it at
any time prior to its exercise by giving written notice of its revocation to the
Secretary of the Company, delivering a proxy bearing a later date or attending
the Annual Meeting and voting in person.
Outstanding Shares and Voting Rights
On April 21, 2003, there were outstanding 553,355 shares of Common Stock
and 1,827,019 shares of Class A Stock of the Company. Each share of Common Stock
is entitled to one vote and each share of Class A Stock is entitled to 1/10
vote. Only stockholders of record at the close of business on April 25, 2003
will be entitled to vote at the Annual Meeting. These proxy materials will be
mailed to stockholders on or about May 7, 2003.
Security Ownership of Certain Beneficial Owners and Management:
As of April 21, 2003, no person was known to the Company to be the
beneficial owner of more than five percent of its outstanding shares of Common
Stock or Class A Stock except as set forth in the following table which also
shows, as of that date, the total number of shares of each class of stock of the
Company beneficially owned, and the percent of the outstanding class of stock so
owned, by each director, and by all directors and officers of the Company, as a
group:
PERCENTAGE PERCENTAGE
CLASS OF NUMBER OF SHARES OF CLASS OF TOTAL
BENEFICIAL OWNER STOCK BENEFICIALLY OWNED(1) OUTSTANDING VOTING POWER(15)
---------------- -------- --------------------- ----------- ----------------
Victoria C. Nozko................. Common 321,280 58.11% 44.81%
Class A 67,000(3) 3.74
Henry W. Nozko, Jr................ Common 228,099(2)(4) 37.84 31.77
Class A 229,174(2)(5) 12.24
John C. Creasy.................... Class A 26,500(6) 1.49 .36
Arthur R. Moore................... Class A 11,500(7) .65 .16
Henry W. Nozko III................ Common 8,100 1.47 1.57
Class A 33,650(8) 1.90
Franklin Resources, Inc........... Class A 443,500(9) 25.27 6.09
Third Avenue Management........... Class A 200,678(10) 11.43 2.76
First Manhattan Co................ Class A 165,513(11) 9.43 2.27
Robotti & Company, Inc............ Class A 125,990(12) 7.18 1.73
Vanguard Group, Inc............... Class A 114,450(13) 6.52 1.57
All Directors and Officers (7
persons) As a Group............. Common 507,479(14) 91.79 71.91
Class A 162,740(14) 9.27
---------------
(1) The person listed has the sole power to vote the shares of Common Stock and
Class A Stock listed above as beneficially owned by such person and has
sole investment power with respect to such shares.
(2) Does not include 400 shares of Class A Stock and 8,100 shares of Common
Stock held by his wife, Gloria C. Nozko.
(3) Includes options to purchase 35,000 shares of Class A Stock.
(4) Includes options to purchase 50,000 shares of Common Stock.
(5) Includes options to purchase 116,500 shares of Class A Stock.
(6) Includes options to purchase 26,500 shares of Class A Stock.
(7) Includes option to purchase 11,500 shares of Class A Stock.
(8) Includes options to purchase 20,000 shares of Class A Stock.
(9) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd. San Mateo,
CA 94404.
(10) Address of Third Avenue Management LLC is 767 Third Avenue, New York, NY
10017-2023.
(11) Address of First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.
(12) Address of Robotti & Company, Inc. is 52 Vanderbilt Avenue, Suite 503, New
York, NY 10017.
(13) Address of Vanguard Group, Inc. is 100 Vanguard Blvd. Malvern, PA 19355.
(14) Excludes options to purchase shares of Common and Class A Stock.
(15) Based upon one vote for each share of Common Stock and one-tenth vote for
each share of Class A Stock.
1. ELECTION OF DIRECTORS
The first purpose of the meeting is to elect a Board of Directors, six in
number, for a term of one year and until their successors shall be elected and
qualify in their stead. It is the intention of the persons named in the proxy to
vote, unless otherwise instructed, the proxies for the election as directors of
the six nominees listed below. Five of the nominees are presently directors of
the Company previously elected by stockholders. In the event that any nominee
should be unwilling or unable to serve as director (which is not now
anticipated) the persons named as proxies reserve full discretion to vote for
such other person as may be nominated by the Board of Directors.
The following table shows for each director (a) his or her age, (b) the
year in which the director first served as a director of the Company, (c)
position with the Company and business experience during the past five years,
including principal occupation, (d) his or her committee assignments, and (e)
his or her other directorships. Each director is elected for a term of one year
and until his or her successor shall be elected.
DIRECTOR POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE DURING
NAME AGE SINCE LAST FIVE YEARS, INCLUDING OCCUPATION
---- --- -------- --------------------------------------------------------
Henry W. Nozko, Jr.(1).......... 56 1971 President, Chief Executive Officer, Treasurer, Director
and Chairman of the Board of the Company. President,
Chief Executive Officer, Treasurer, Director and
Chairman of the Board of United Coastal Insurance
Company, ACSTAR Holdings, Inc., ACSTAR Insurance
Company.
Victoria C. Nozko(1)............ 84 1982 Housewife during past five years.
John C. Creasy.................. 83 1987 Retired Chief Executive Officer of Danbury Hospital,
Member, Board of United Coastal Insurance Company.
Member of the Compensation Committee and Audit
Committee.
Arthur R. Moore................. 69 1999 Former General President of Sheet Metal Workers'
International Association. Member of the Audit
Committee.
2
DIRECTOR POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE DURING
NAME AGE SINCE LAST FIVE YEARS, INCLUDING OCCUPATION
---- --- -------- --------------------------------------------------------
Henry W. Nozko III(1)........... 25 2003 Construction Manager of the Company and an Underwriting
Manager of ACSTAR and United Coastal Insurance
Companies. Member, Board of United Coastal Insurance
Company.
Andrew M. Sullivan.............. 60 -- Retired Partner of KPMG LLP. Director and Finance
Committee Chairman of Connecticut Resources Recovery
Authority since June 2002. Trustee and Investment
Committee Chairman of Mark Twain House since November
1997.
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(1) Mrs. Victoria C. Nozko is the mother of Mr. Henry W. Nozko, Jr. Mr. Henry W.
Nozko III is the son of Mr. Henry W. Nozko, Jr. and the grandson of Mrs.
Victoria C. Nozko.
Committees and Meetings
The Board of Directors of the Company held 5 meetings during 2002. The
Company has two committees of its Board of Directors -- a Compensation Committee
and an Audit Committee. During 2002 the Audit Committee and the Compensation
Committee each held one meeting. The Audit Committee considers and reviews all
matters arising in connection with external audit reports, auditors' management
reports and related matters. The Compensation Committee reviews the compensation
of all officers of the Company. The Company does not have a nominating
committee.
REMUNERATION OF OFFICERS AND DIRECTORS
The following table provides certain summary information regarding
compensation of the Company's Chief Executive Officer and each of the most
highly compensated executive officers of the Company for the periods indicated.
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION CLASS A
------------------------------ STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(A) OTHER(B) OPTIONS COMPENSATION(C)
--------------------------- ---- ------ -------- -------- ------- ---------------
Henry W. Nozko, Jr. ...... 2002 $371,925 $135,000 $365,233 65,500 $11,562
Chairman, President 2001 $337,833 -- -- -- $ 8,633
and Chief Executive Officer 2000 $332,000 $150,000 -- 10,000 $10,432
Michael P. Cifone......... 2002 $176,347 $135,000 -- 40,000 $11,562
Senior Vice President 2001 $160,333 -- -- -- $ 8,633
and Chief Financial Officer 2000 $154,500 $100,000 -- 10,000 $10,432
Robert H. Frazer, Esq. ... 2002 $151,314 $ 25,000 -- 20,000 $ 9,824
Vice President, Secretary 2001 $115,185 -- -- -- $ 4,987
and General Counsel 2000 $136,069 -- -- -- $ 6,648
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(A) Represents a bonus earned in a reporting year and paid in the subsequent
year. Individual discretionary bonuses are paid to various officers and
employees.
(B) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than the lesser of $50,000 or 10% of the total
salary and bonus reported. Henry W. Nozko, Jr. was paid $365,233 for unused
vacation time which was payable only from the proceeds of the life insurance
policies owned by the Company on Henry W. Nozko, Sr.
(C) The amounts shown in this column represent contributions made by the Company
to the Company's 401(K) Plan. All nonunion employees employed on a full time
or part time salaried basis are eligible to participate on the first day of
January or July after twelve consecutive months of employment. The Company
contributes amounts, as determined by the Board of Directors, to be
allocated among the
3
participants according to a formula based upon the employee's years of
service and compensation. A participant becomes vested at the rate of 20%
per year commencing after two years of service.
Directors who are not employees of the Company are paid an annual fee of
$4,000.
The following table provides information on options during 2002 by the
named Executive Officers and the value of their unexercised options at December
31, 2002.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END 2002 OPTION VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 12/31/02(1) AT 12/31/02(2)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
Henry W. Nozko, Jr.
-- ACMAT Class A Stock Options................. 71,500/45,000 $71,500/-0-
-- ACMAT Common Stock Options.................. 50,000/-- $ -0-/--
Michael P. Cifone
-- ACMAT Class A Stock Options................. 24,000/36,000 $35,000/-0-
Robert H. Frazer
-- ACMAT Class A Stock Options................. 37,000/18,000 $61,250/-0-
---------------
(1) Represents the number of options held at year end.
(2) Represents the total gain that would have been realized if all options for
which the year-end stock price was greater than the exercise price were
exercised on the last day of the year.
REPORT OF THE BOARD OF DIRECTORS COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of a
non-employee director. The Committee makes recommendations to the Board of
Directors as to policies which govern both annual compensation and stock
ownership programs for the Chief Executive Officer and certain other executive
officers. Each year, salaries are determined and awards are made, if warranted,
based upon the Company's performance.
The Committee annually evaluates the Company's performance, executive
compensation and incentive programs compared with our industry and with a
broader group of companies.
The Company's compensation programs are designed to reward executives for
long-term strategic management and the enhancement of shareholder value, and are
leveraged on the basis of performance in terms of both cash compensation and
incentive plans, paying more with good performance and less when it is below
standard. The Chief Executive Officer received a salary increase of 15% during
2002 reflective of his new duties.
During 2003, the Compensation Committee will continue to carefully consider
executive compensation in relation to the Company's performance compared to that
of industry performance levels.
The Company has no formal employment agreements.
COMPENSATION COMMITTEE:
John Creasy
REPORT OF THE BOARD OF DIRECTORS AUDIT COMMITTEE
In accordance with its written charter, which was approved in its current
form by the Board of Directors on June 22, 2000, the Audit Committee assists the
Board in oversight of the quality and integrity of the accounting, auditing, and
the financial reporting practices of ACMAT.
4
The Audit Committee consists of three independent members (as independence
is defined by the rules of the Nasdaq Stock Exchange). Upon election to the
Board of Directors, Mr. Andrew M. Sullivan will become a member and Chairman of
the Audit Committee.
In performing its oversight functions, the Audit Committee reviewed and
discussed the audited consolidated financial statements of ACMAT as of and for
the year ended December 31, 2002 with management and ACMAT's independent
accountants. The Audit Committee also discussed with ACMAT's independent
auditors all matters required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and discussed and reviewed the results of
the independent auditors' examination of the financial statements.
The Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and ACMAT that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees." The Audit
Committee discussed with the auditors any relationships that may have an impact
on their objectivity and independence and satisfied itself as to the auditors'
independence. The Audit Committee also considered whether the provision of
information technology services and other non-audit services by KPMG LLP,
ACMAT's principal independent accountants, to ACMAT is compatible with
maintaining KPMG's independence.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that ACMAT's audited consolidated financial statements be included in ACMAT's
Annual Report on Form 10-K for the fiscal year ended December 31, 2002, for
filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE:
John C. Creasy
Arthur R. Moore
ACMAT STOCK PERFORMANCE GRAPH
The following chart compares the value of $100 invested on January 1, 1998
in the Company's Common Stock and Class A Stock and the NASDAQ Stock Market
Index (U.S. Companies only) and the Center for Research in Security Prices
(CRSP) Index for Special Trade Contractors. The NASDAQ Stock Market Index
represents a broad market group in which the Company participates.
(ACMAT STOCK PERFORMANCE GRAPH)
NASDAQ STOCK CRSP INDEX FOR
ACMAT CORPORATION ACMAT CORPORATION MARKET INDEX (U.S. SPECIAL TRADE
COMMON STOCK CLASS A STOCK COMPANIES) CONTRACTORS
----------------- ----------------- ------------------ --------------
1997 100.00 100.00 100.00 100.00
1998 109.50 89.70 141.00 42.30
1999 90.50 42.60 261.50 90.20
2000 90.50 41.90 157.80 20.90
2001 90.50 44.70 125.20 8.60
2002 50.20 52.90 86.50 7.60
5
2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The firm of KPMG LLP served as the Company's independent auditors for the
fiscal year ended December 31, 2002. The Board of Directors has selected the
firm of KPMG LLP to continue in that capacity for 2003 and is submitting this
matter to shareholders for their ratification. The Board of Directors recommends
a vote FOR approval of the ratification of the appointment of KPMG LLP as the
Company's independent auditors. Notwithstanding approval by the shareholders,
the Board of Directors reserves the right to replace the independent auditors at
any time upon the recommendation of the Audit Committee of the Board of
Directors.
The Company has been advised by KPMG LLP that no member of that firm has
any direct financial interest or any material indirect financial interest in the
Company and that it has never had any connection with the Company in the
capacity of promoter, underwriter, voting trustee, director or employee.
Representatives of KPMG LLP will be present at the meeting and will be
afforded the opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to questions from the Company's
stockholders regarding the Company's financial statements.
DISCLOSURE OF AUDITOR FEES
The following is a description of the fees billed to ACMAT by KPMG LLP
during the year ended December 31, 2002:
Audit fees: Audit fees billed to ACMAT by KPMG LLP in connection with the
review and audit of ACMAT's annual financial statements for the year ended
December 31, 2002 and the review of ACMAT's interim financial statements
included in ACMAT's Quarterly Reports on Form 10-Q during the year ended
December 31, 2002 totaled approximately $155,757.
Financial Information Systems Design and Implementation Fees: ACMAT did not
engage KPMG LLP to provide advice to ACMAT regarding financial information
systems design and implementation during the year ended December 31, 2002.
All Other Fees: Fees billed to ACMAT by KPMG LLP during the year ended
December 31, 2002 for all other non-audit services rendered to ACMAT (including
tax related services) totaled $47,320.
SHAREHOLDER PROPOSALS
Proposals of stockholders for the 2004 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
2004 to be considered for inclusion in the proxy statement and form of proxy
relating to the 2004 Annual Meeting.
GENERAL
The cost of soliciting proxies will be borne by the Company. The only costs
anticipated are those ordinarily incurred in connection with the preparation and
mailing of proxy material.
In addition to solicitation by mail, proxies may be solicited personally or
by telephone by certain directors, officers and regular employees of the Company
in the ordinary course of the performance of their duties and without extra
compensation for such work.
The Board of Directors knows of no other matters which will be presented to
the meeting, but if any other matters should properly come before the meeting,
the persons named in the accompanying form of proxy will vote on such matters in
accordance with their best judgment. The shares represented by all effective
proxies received by management will be voted. Unless otherwise specified in the
proxy forms which are returned to management, such proxies will be voted as
follows: (1) "FOR" the election, as directors, of the six nominees
6
of the Board of Directors which are set forth under the heading "Election of
Directors"; and (2) "FOR" the ratification of the selection of KPMG LLP as
auditors.
By order of the Board of Directors
/s/ Robert H. Frazer
ROBERT H. FRAZER, Esquire
Secretary
May 2, 2003
7
-- FOLD AND DETACH HERE --
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ANNUAL MEETING OF SHAREHOLDERS OF
ACMAT CORPORATION
CLASS A STOCK
JUNE 26, 2003
Please date, sign and mail
your proxy card in
the envelope provided as soon
as possible.
Please detach and mail in the envelope provided.
--------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF DIRECTORS AND "FOR" PROPOSAL 2.
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: Henry W. Nozko, Jr.,
Directors Henry W. Nozko III,
Victoria C. Nozko,
John C. Creasy,
Arthur R. Moore,
Andrew M. Sullivan
For all, except vote withheld from the following nominee(s):
--------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment [ ] [ ] [ ]
of KPMG LLP as auditors of the
Corporation.
3. In their discretion, the proxies are authorized to vote upon other business
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
To change the address on your account, please check the box at right and [ ]
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
SIGNATURE(S) _____________________________________________ DATE ________________
Note: This proxy must be signed exactly as the name appears hereon. When
shares are held jointly each holder should sign. When signing as executor,
administrator, attorney, trustee, or guardian, please give full title as
such. If the signer is a corporation, please sign full company name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
CLASS A STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for the Annual Meeting of Shareholders June 26, 2003
The undersigned hereby appoints Henry W. Nozko, Jr. and Henry W. Nozko
III., as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side of
this proxy, all the shares of CLASS A Stock of ACMAT Corporation held of record
by the undersigned on April 25, 2003, at the Annual Meeting of Shareholders to
be held on June 26, 2003, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
-- FOLD AND DETACH HERE --
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ANNUAL MEETING OF SHAREHOLDERS OF
ACMAT CORPORATION
COMMON STOCK
JUNE 26, 2003
Please date, sign and mail
your proxy card in
the envelope provided as soon
as possible.
Please detach and mail in the envelope provided.
--------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF DIRECTORS AND "FOR" PROPOSAL 2.
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: Henry W. Nozko, Jr.,
Directors Henry W. Nozko III,
Victoria C. Nozko,
John C. Creasy,
Arthur R. Moore,
Andrew M. Sullivan
For all, except vote withheld from the following nominee(s):
--------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment [ ] [ ] [ ]
of KPMG LLP as auditors of the
Corporation.
3. In their discretion, the proxies are authorized to vote upon other business
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN AND RETURN THE PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
To change the address on your account, please check the box at right and [ ]
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
SIGNATURE(S) _____________________________________________ DATE ________________
Note: This proxy must be signed exactly as the name appears hereon. When
shares are held jointly each holder should sign. When signing as executor,
administrator, attorney, trustee, or guardian, please give full title as
such. If the signer is a corporation, please sign full company name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
COMMON STOCK
ACMAT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for the Annual Meeting of Shareholders June 26, 2003
The undersigned hereby appoints Henry W. Nozko, Jr. and Henry W. Nozko
III., as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side of
this proxy, all the shares of Common Stock of ACMAT Corporation held of record
by the undersigned on April 25, 2003, at the Annual Meeting of Shareholders to
be held on June 26, 2003, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)