Edgar Filing: ACMAT CORP

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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ACMAT CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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 21, 2001

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 21, 2001, at
11:00 A.M., for the following purposes:

1. To elect six directors for the ensuing year;

2. To approve 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 20, 2001 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, Sr.
HENRY W. NOZKO, SR.
May 4, 2001 Chairman of the Board and President
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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 21, 2001, at 11:00 A.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 30, 2001, there were outstanding 557,589 shares of Common Stock
and 1,843,018 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 20, 2001
will be entitled to vote at the Annual Meeting. These proxy materials will be
mailed to stockholders on or about May 7, 2001.

Security Ownership of Certain Beneficial Owners and Management

As of April 30, 2001, 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 NUMBER OF SHARES OF CLASS OF TOTAL
BENEFICIAL OWNER OF STOCK BENEFICIALLY OWNED(1) OUTSTANDING VOTING POWER(16)
---------------- -------- --------------------- ----------- ----------------

Henry W. Nozko, Sr. .............. Common 417,980(4) 68.79% 53.18%
Class A 61,000(3) 3.21
Henry W. Nozko, Jr. .............. Common 196,924(2)(4) 32.41 26.82
Class A 169,074(2)(5) 8.91
Victoria C. Nozko................. Class A 52,000(6) 2.78 .70
John C. Creasy.................... Common -- -- .36
Class A 26,500(7) 1.42
Arthur R. Moore................... Class A 10,000(8) .54 .13
Alfred T. Zlotopolski............. Class A 10,000(8) .54 .13
Sheet Metal Workers' National
Pension Fund.................... Class A 1,400,000(9) 43.17 15.87
Franklin Resources, Inc........... Class A 443,500(10) 24.06 5.98
Queensway Financial Holdings
Limited......................... Class A 204,814(11) 11.11 2.76
EQSF Advisors, Inc................ Class A 200,678(12) 10.89 2.70
First Manhattan Co................ Class A 175,513(13) 9.52 2.37

Old Kent Financial Corp........... Class A 130,000(14) 7.05 1.75
All Directors and Officers (8
persons) As a Group............. Common 514,904(15) 92.34 71.38
Class A 146,789(15) 7.52

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(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 5,925 shares of Common
Stock held by his wife, Gloria C. Nozko.

(3) Includes options to purchase 56,000 shares of Class A Stock.

(4) Includes options to purchase 50,000 shares of Common Stock.

(5) Includes options to purchase 55,000 shares of Class A Stock.

(6) Includes options to purchase 25,000 shares of Class A Stock.

(7) Includes options to purchase 26,500 shares of Class A Stock.

(8) Includes option to purchase 10,000 shares of Class A Stock.

(9) Assumes the full conversion of $15,400,000 principal amount of 11.5%
Convertible Note into 1,400,000 shares of Class A Stock. The Address of the
Fund is Suite 500, 601 North Fairfax Street, Alexandria, VA 22314.

(10) Address of Franklin Resources, Inc. is 777 Mariners Island Blvd. San Mateo,
CA 94404

(11) Address of Queensway Financial Holdings Limited is 90 Adelaide Street West,
Toronto, Ontario M5H3V9.

(12) Address of EQSF Advisors, Inc. is 767 Third Avenue, New York, NY
10017-2023.

(13) Address of First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.

(14) Address of Old Kent Financial Corp. is 111 Lyon Street N.W., Grand Rapids,
MI 49503.

(15) Excludes options to purchase shares of Common and Class A Stock.

(16) 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. All 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

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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, Sr.(1).......... 81 1951 Chairman of the Board, President and Chief Executive
Officer of the Company. Chairman of the Board and
Director of United Coastal Insurance Company, ACSTAR
Holdings, Inc. and ACSTAR Insurance Company. Co-Chief
Executive Officer of United Coastal Insurance Company.
Henry W. Nozko, Jr.(1).......... 54 1971 Executive Vice President, Chief Operating Officer, and
Treasurer of the Company. Member of the Audit Committee.
President, Co-Chief Executive Officer and Treasurer of
United Coastal Insurance Company. President and
Treasurer of ACSTAR Holdings, Inc. and ACSTAR Insurance
Company. Member, Boards of Directors of United Coastal
Insurance Company, ACSTAR Holdings, Inc., ACSTAR
Insurance Company.
Victoria C. Nozko(1)............ 82 1982 Housewife during past five years.
John C. Creasy.................. 81 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................. 67 1999 Former General President of Sheet Metal Workers'
International Association. Member of the Audit
Committee.
Alfred T. Zlotopolski........... 54 1999 General Secretary-Treasurer of the Sheet Metal Workers'
International Association. Previously was the Business
Manager and President of Local 36 of the Sheet Metal
Workers' International Association. Member of the Audit
Committee.

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(1) Mr. Henry W. Nozko, Sr. and Mrs. Victoria C. Nozko are husband and wife and
Mr. Henry W. Nozko, Jr. is their son.

Committees and Meetings

The Board of Directors of the Company held 2 meetings during 2000. Mr.
Zlotopolski missed one meeting. The Company has two committees of its Board of
Directors -- a Compensation Committee and an Audit Committee. During 2000 only
the Compensation Committee held a meeting. The Audit Committee considers and
reviews all matters arising in connection with external audit reports, auditors'
management reports and related matters. These matters were discussed by the full
Board of Directors throughout the year. The Compensation Committee reviews the
compensation of all officers of the Company. The Company does not have a
nominating committee.

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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 four most
highly compensated executive officers of the Company for the periods indicated.

ANNUAL ALL OTHER
COMPENSATION(A) COMPENSATION(B)
--------------- ---------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
--------------------------- ---- ------ -----

Henry W. Nozko, Sr............................ 2000 $460,700 $200,000 $10,617
Chairman, President 1999 $447,200 $395,000 $10,532
And Chief Executive Officer 1998 $447,200 $ -- $12,238
Henry W. Nozko, Jr. .......................... 2000 $332,000 $150,000 $10,617
Executive Vice President 1999 $322,500 $315,000 $10,430
and Chief Operating Officer 1998 $322,500 $ -- $12,120
Robert H. Frazer, Esq......................... 2000 $136,069 $ -- $ 6,765
Vice President, Secretary 1999 $171,600 $ 25,000 $10,392
and General Counsel 1998 $171,600 $ -- $12,075
Michael P. Cifone............................. 2000 $154,500 $100,000 $10,617
Vice President-Finance 1999 $150,000 $155,000 $10,289
1998 $114,400 $ -- $10,202

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(A) Amounts shown include cash compensation earned and received by the executive
officers. There are no other forms of non-cash compensation or other
perquisites for any executive officer.

The Company has a Management Compensation Plan based upon earnings of the
Company. As a guideline, the plan provides that participants may share in an
incentive fund equal to 12% of pretax earnings, provided such pretax
earnings amount to at least a 10% return on the Company's equity. However,
both the participants and the amount of bonus are discretionary, provided
the total amount of bonuses paid do not exceed the total incentive fund
available. In addition, the Company may offer separate incentives and
commissions on an individual basis.

(B) The amounts shown in this column represent contributions made by the Company
to the Company's 401(k) Plan and Thrift, Profit Sharing and Retirement Plan
("Plan"). The Plan was terminated on February 29, 2000. On January 1, 2000,
the Company adopted the ACMAT 401(k) plan for 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 participants according to a
formula based upon the employee's 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.

EMPLOYMENT ARRANGEMENT:

The Board of Directors has authorized an arrangement under which Mr. Henry
W. Nozko, Sr., Chairman, President and Chief Executive Officer, will receive a
five-year consulting agreement if and when he retires or otherwise ceases
employment. The annual consulting fee will be based on Mr. Nozko's last year of
employment. In the event of Mr. Nozko's death, the remainder of the consulting
fee would be paid as a death benefit funded with the proceeds of life insurance
policies owned by the Company.

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The following table provides information on options during 2000 by the
named Executive Officers and the value of their unexercised options at December
31, 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END 2000 OPTION VALUES

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
NAME 12/31/00(1) AT 12/31/00(2)
---- ------------------------- -------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE

Henry W. Nozko, Sr.
-- ACMAT Class A Stock Options................. 46,000/10,000 --/--
-- ACMAT Common Stock Options.................. 50,000/-- $412,500/--
Henry W. Nozko, Jr.
-- ACMAT Class A Stock Options................. 45,000/10,000 --/--
-- ACMAT Common Stock Options.................. 50,000/-- $412,500/--
Robert H. Frazer
ACMAT Class A Stock Options.................... 35,000/-- --/--
Michael P. Cifone
ACMAT Class A Stock Options.................... 10,000/10,000 --/--

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(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,
under the Management Compensation Plan.

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 and other executive officers received
salary increases of 3% during 2000. There were awards made under the Management
Compensation Plan based on the Company's performance in 2000.

During 2001, 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

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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. A copy of the Audit Committee
charter is attached to ACMAT's proxy statement as Annex A.

The Audit Committee consists of three independent members (as independence
is defined by the rules of the Nasdaq Stock Exchange).

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, 2000 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, 2000, for
filing with the Securities and Exchange Commission.

THE AUDIT COMMITTEE:

John C. Creasy
Arthur R. Moore
Alfred T. Zlotopolski

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ACMAT STOCK PERFORMANCE GRAPH

The following chart compares the value of $100 invested on January 1, 1996
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
----------------- ----------------- ------------------ --------------

1995 100.00 100.00 100.00 100.00
1996 125.00 113.50 123.00 109.70
1997 131.30 130.80 150.70 94.30
1998 135.90 117.30 212.50 39.90
1999 118.80 55.80 394.80 85.00
2000 118.80 54.80 237.40 19.80

2. APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected the firm of KPMG LLP to act as
independent auditors for the Company for the fiscal year which began January 1,
2001. This firm has acted in a similar capacity for several years. The
appointment will be submitted for approval by the stockholders at the meeting
and the Board of Directors recommends a vote FOR approval.

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 during
the year ended December 31, 2000:

Audit fees: Audit fees paid by ACMAT to KPMG in connection with KPMG's
review and audit of ACMAT's annual financial statements for the year ended
December 31, 2000 and KPMG's review of ACMAT's interim financial statements
included in ACMAT's Quarterly Reports on Form 10-Q during the year ended
December 31, 2000 totaled approximately $128,000.

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Financial Information Systems Design and Implementation Fees: ACMAT did not
engage KPMG to provide advice to ACMAT regarding financial information systems
design and implementation during the year ended December 31, 2000.

All Other Fees: Fees billed to ACMAT by KPMG during the year ended December
31, 2000 for all other non-audit services rendered to ACMAT (including tax
related services) totaled approximately $39,700.

SHAREHOLDER PROPOSALS

Proposals of stockholders for the 2002 Annual Meeting must be received by
the Company at its offices addressed to its Secretary no later than April 1,
2002 to be considered for inclusion in the proxy statement and form of proxy
relating to the 2002 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 of the Board
of Directors which are set forth under the heading "Election of Directors"; and
(2) "FOR" the approval 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 4, 2001

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ANNEX 1

ACMAT CORPORATION

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
AS OF JUNE 12, 2000

I. PURPOSE

The primary purpose of the Audit Committee of the Board of Directors of
ACMAT Corporation is to provide independent and objective oversight of the
accounting functions and internal controls of ACMAT Corporation, its
subsidiaries and affiliates and to ensure the objectivity of ACMAT's financial
statements. The Committee and the Board shall have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent accountants. The Committee shall also review and advise the Board
with respect to ACMAT's risk management policies and tax policies.

II. FUNCTIONS

The Audit Committee shall perform the following functions:

1. INDEPENDENT ACCOUNTANTS. Recommend to the Board the firm to be
employed by ACMAT as its independent accountants, which firm shall be
ultimately accountable to the Board and the Committee as
representatives of shareholders.

2. PLAN OF AUDIT. Consult with the independent accountants regarding the
plan of audit. The Committee also shall review with the independent
accountants their report on the audit and review with management the
independent accountant's suggested changes or improvements in ACMAT's
accounting practices or controls.

3. ACCOUNTING PRINCIPLES AND DISCLOSURE. Review significant developments
in accounting rules. The Committee shall review with management
recommended changes in ACMAT's methods of accounting or financial
statements. The Committee also shall review with the independent
accountants any significant proposed changes in accounting principles
and financial statements.

4. INTERNAL ACCOUNTING CONTROLS. Consult with the independent accountants
regarding the adequacy of internal accounting controls. Where
appropriate, consultation with the independent accountants regarding
internal controls shall be conducted out of management's presence. In
connection with this function, the Committee may require the General
Counsel to circulate a questionnaire to evaluate ACMAT's compliance
with financial disclosure and accounting laws.

5. FINANCIAL DISCLOSURE DOCUMENTS. Review with management and the
independent accountants ACMAT's financial disclosure documents,
including all financial statements and reports filed with the
Securities and Exchange Commission or sent to stockholders and
following the satisfactory completion of each year-end review recommend
to the Board the inclusion of the audited financial statements in
ACMAT's filing on Form 10-K. The review shall include any significant
problems and material disputes between management and the independent
accountants and a discussion with the independent accountants out of
management's presence of the quality of ACMAT's accounting principles
as applied in its financial reporting, the clarity of ACMAT's financial
disclosures and degree of aggressiveness or conservatism of ACMAT's
accounting principles and underlying estimates, and a frank and open
discussion of other significant decisions made by management in
preparing the financial disclosure and reviewed by the independent
accountants.

6. INTERNAL CONTROL SYSTEMS. Review with management and internal auditors
ACMAT's internal control systems intended to ensure the reliability of
financial reporting and compliance with applicable codes of conduct,
laws, and regulations. The review shall include any significant
problems and regulatory concerns. The Committee also shall review
internal audit plans in significant compliance areas.
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7. ETHICAL ENVIRONMENT. Consult with management on the establishment and
maintenance of an environment that promotes ethical behavior, including
the establishment, communication, and enforcement of codes of conduct
to guard against dishonest, unethical, or illegal activities.

8. OVERSIGHT OF EXECUTIVE OFFICERS AND DIRECTORS AND CONFLICTS OF
INTEREST. Review significant conflicts of interest involving directors
or executive officers. The Committee shall review compliance with
Company policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets, and
consider the results of any review of these areas by the internal
auditor or the independent accountant. The Committee also shall review
significant questionable or illegal payments.

9. OVERSIGHT OF INDEPENDENT ACCOUNTANTS. Evaluate the independent
accountants on an annual basis and where appropriate recommend a
replacement for the independent accountants. In such evaluation, the
Committee shall ensure that the independent accountants deliver to the
Committee a formal written statement delineating all relationships
between the accountants and ACMAT. The Committee also shall engage in a
dialogue with the accountants with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the independent accountants and in response to the
independent accountant's report take, or recommend that the Board take,
appropriate action to satisfy itself of the independent accountant's
independence.

10. ADEQUACY OF PERSONNEL. Review periodically the adequacy of ACMAT's
accounting, financial, and auditing personnel resources.

11. RISK MANAGEMENT. Review and evaluate risk management policies in light
of ACMAT's business strategy, capital strength and overall risk
tolerance. The Committee also shall evaluate on a periodic basis
ACMAT's investment and derivatives risk management policies, including
the internal system to review operational risks, procedures for
derivatives investment and trading, and safeguards to ensure compliance
with procedures.

12. TAX POLICIES. Review periodically ACMAT's tax policies and any pending
audits or assessments.

13. OFFERINGS OF SECURITIES. Perform appropriate due diligence on behalf
of the Board of Directors with respect to ACMAT's offerings of
securities.

14. CHARTER AMENDMENTS. Review this Charter annually, assess its adequacy
and propose appropriate amendments to the Board.

The Committee's function is one of oversight and review, and it is not
expected to audit ACMAT, to define the scope of the audit, to control ACMAT's
accounting practices, or to define the standards to be used in preparation of
ACMAT's financial statements.

III. COMPOSITION & INDEPENDENCE

The Committee shall consist of not less than two independent members, who
shall be appointed by the Board of Directors. Members of the Committee shall be
financially literate or become financially literate within a reasonable period
of time after appointment to the Committee and at least one member of the
Committee shall have accounting, related financial management expertise, or any
other comparable experience or background that results in the individual's
financial sophistication.

No member of the Committee shall be employed or otherwise affiliated with
ACMAT's independent accountants.

In the event that a Committee member faces a potential or actual conflict
of interest with respect to a matter before the Committee, that Committee member
shall be responsible for alerting the Committee Chairman, and in the case where
the Committee Chairman faces a potential or actual conflict of interest, the
Committee Chairman shall advise the Chairman of the Board of Directors. In the
event that the Committee Chairman, or the Chairman of the Board of Directors,
concurs that a potential or actual conflict of interest

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exists, an independent substitute Director shall be appointed as a Committee
member until the matter, posing the potential or actual conflict of interest, is
resolved.

IV. QUORUM AND MEETINGS

A quorum of the Committee shall be declared when a majority of the
appointed members of the Committee are in attendance. The Committee shall meet
on a regular basis. Meetings shall be scheduled at the discretion of the
Chairman. Notice of the meetings shall be provided at least five days in
advance. The Committee may ask members of management or others to attend the
meeting and provide pertinent information as necessary.

V. REPORTS

The Committee will report to the Board from time to time with respect to
its activities and its recommendations. When presenting any recommendation or
advice to the Board, the Committee will provide such background and supporting
information as may be necessary for the Board to make an informed decision. The
Committee will keep minutes of its meetings and will make such minutes available
to the full Board for its review.

The Committee shall report to shareholders in Company's proxy statement for
its annual meeting whether the Committee has satisfied its responsibilities
under this Charter.

VI. OTHER AUTHORITY

The Committee is authorized to confer with Company management and other
employees to the extent it may deem necessary or appropriate to fulfill its
duties. The Committee is authorized to conduct or authorize investigations into
any matters within the Committee's scope of responsibilities. The Committee also
is authorized to seek outside legal or other advice to the extent it deems
necessary or appropriate, provided it shall keep the Board advised as to the
nature and extent of such outside advice.

The Committee will perform such other functions as are authorized for this
Committee by the Board of Directors Statement of Purpose and Responsibilities or
the Board of Directors.

3
14
CLASS A STOCK

ACMAT CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 21, 2001

The undersigned hereby appoints Henry W. Nozko, Sr. and Henry W. Nozko,
Jr., 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 21, 2000 at the Annual Meeting of Shareholders to
be held on June 21, 2001, or any adjournment thereof.

(TO BE SIGNED ON REVERSE SIDE)

SEE REVERSE
SIDE

15
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -

A PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.

WITHHOLD Authority
FOR to vote for
all nominees all nominees FOR AGAINST ABSTAIN

Nominees: H. Nozko, Sr. 2. Proposal to approve the appointment
1. Election of H. Nozko, Jr. of KPMG LLP as auditors of the / / / / / /
Directors. / / / / V. Nozko Corporation
J. Creasy
A. Moore 3. In their discretion, the proxies are authorized to vote
A. Zlotopolski upon other business as may properly come before the
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR meeting.
ANY INDIVIDUAL NOMINEE(S), DO NOT CHECK EITHER BOX
AND INSTEAD WRITE THAT NOMINEE'S NAME(S) IN THE THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
SPACE PROVIDED BELOW 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.

SIGNATURE(S): Date:
------------------------------------ ------------------------
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an Attorney, Executor,
Administrator, Trustee or Guardian, please give full title as such. If a
Corporation, please sign in full corporate name by President or other
authorized Officer. If a partnership, please sign in partnership name by
authorized person.
16
COMMON STOCK

ACMAT CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 21, 2001

The undersigned hereby appoints Henry W. Nozko, Sr. and Henry W. Nozko,
Jr., 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 21, 2000 at the Annual Meeting of Shareholders to
be held on June 21, 2001, or any adjournment thereof.

(TO BE SIGNED ON REVERSE SIDE)

SEE REVERSE
SIDE

17
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED -

A PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.

WITHHOLD Authority
FOR to vote for
all nominees all nominees FOR AGAINST ABSTAIN

Nominees: H. Nozko, Sr. 2. Proposal to approve the appointment
1. Election of H. Nozko, Jr. of KPMG LLP as auditors / / / / / /
Directors. / / / / V. Nozko of the Corporation
J. Creasy
A. Moore 3. In their discretion, the proxies are authorized to vote
A. Zlotopolski upon other business as may properly come before the
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR meeting.
ANY INDIVIDUAL NOMINEE(S), DO NOT CHECK EITHER BOX
AND INSTEAD WRITE THAT NOMINEE'S NAME(S) IN THE THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
SPACE PROVIDED BELOW 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.