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The following is an excerpt from a DEF 14A SEC Filing, filed by ELECTRIC & GAS TECHNOLOGY INC on 2/11/1998.
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ELECTRIC & GAS TECHNOLOGY INC - DEF 14A - 19980211 - PROXY_STATEMENT
PROXY STATEMENT

This proxy statement is furnished to stockholders of Electric & Gas Technology, Inc. in connection with the solicitation by the Board of Directors of proxies to be used at the Annual Meeting of Stockholders of the Company to be held at the Dallas Medallion Hotel, 4099 Valley View Lane, Dallas, Texas 75244, on Friday, April 3, 1998, at 4:30p.m. CDST, and all adjournments thereof. The Company's Annual Report for its fiscal year ended July 31, 1997, including financial statements, and this proxy statement and form of proxy/voting instruction card ("proxy card" or "proxy") are being mailed to the stockholders commencing March 6, 1998.

VOTING

Only stockholders of record at the close of business on February 27, 1998 are entitled to notice of, and to vote at, the meeting. At that date, there were outstanding 8,035,624 shares of Common Stock, $.01 par value and 90,000 shares of 7% Convertible Preferred Stock (Series A), $10.00 par value of ELGT. Each share is entitled to one vote.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted by (1) giving notice to ELGT of such revocation; (2) voting in person at the meeting; or (3) executing and delivering a proxy bearing a later date.

All properly executed proxies not revoked will be voted at the meeting in accordance with the instructions contained therein. Proxies containing no instructions specified in the form of proxy will be voted in favor of management's nominees to the Board of Directors and ratification of Jackson & Rhodes P.C. as the Company's auditors. If any other matters are brought before the meeting and submitted to a vote, all proxies will be voted in accordance with the judgement of the persons voting the proxies. A stockholder who has executed and returned a proxy may revoke it at any time before it is voted, but only by executing and returning a proxy bearing a later date, by giving written notice or revocation to the Secretary of the Company, or by attending the meeting and voting in person. Only votes cast in person or by proxy will be counted at the meeting. Abstentions will be reflected in the minutes of the meeting.

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EXPENSES OF SOLICITATION

The cost of soliciting proxies will be paid by the Company. Solicitation of proxies may be accomplished by use of mail, telephone or telegraph by the directors, officers or regular employees of ELGT. The Company may request persons holding stock in their name for others, or in the names of nominees for others, to obtain proxies from their principals and the Company will reimburse such persons for their expenses in so doing. The cost involving postage, telephone, legal, accounting, printing and stock transfer requirements, for the solicitation of proxies is estimated to be no greater than $10,000.

1. ELECTION OF DIRECTORS

The By-laws of the Company provide that the number of Directors to be elected at any meeting of stockholders shall be determined by the Board of Directors. The Board has determined that six directors of which two are non-management nominees shall be elected at the Annual Meeting.

The following six (6) persons are nominees for re-election as Directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. Unless authority to vote at the election of Directors is withheld, it is the intention of the persons named in the enclosed form of Proxy to nominate and vote for the persons named. The following sets forth the names of the nominees and related information:

     Name of                                             Director
     Nominee             Age     Principal occupation       Since

S. Mort Zimmerman*       70   President and Chief Executive  1985
                              Officer of the Company

Daniel A. Zimmerman*     37   Senior Vice President of the   1989
                              Company

Edmund W. Bailey         55   Vice President and Chief       1994
                              Financial Officer of the
                              Company

Fred M. Updegraff        63   Vice President and Treasurer   1987
                              of the Company

James J. Ling            75   Chairman and CEO Empiric       1996
                              Energy, Inc. and President,
                              Hill Investors, Inc.

Dick T. Bobbitt 73 Consultant 1996

* S. Mort Zimmerman and Daniel A. Zimmerman are father and son.

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S. Mort Zimmerman: Mr. Zimmerman is Chairman of the Board President and Chief Executive Officer of the Company since its formation in March 1985.

After attending Georgia Institute of Technology and Oglethorpe, Mr. Zimmerman graduated in 1958 with a Bachelor of Science in Electrical Engineering from Pacific International University. He established the first electronics subsidiary for the predecessor corporation of LTV Corporation which was formed to market a low cost television camera invented by Zimmerman and for which he was awarded a United States Patent in 1958. Prior to 1963 he participated in the engineering and installation of 18 television stations.

In 1965 Mr. Zimmerman formed the first "one-bank holding company" of its kind in the United States and which later served as a model from which many bank holding companies were formed. He served as Chairman of the Board of four individual banking institutions, three of which were located in Florida (Springs National of Tampa, Metropolitan of Miami and Mercantile National of Miami Beach) and New York City (Underwriters Trust). After obtaining a public underwriting these banks were sold to others. In 1967 Intercontinental Industries, Inc. was organized and Mr. Zimmerman served as its Chairman and Chief Executive Officer. This diversified holding company was primarily engaged in the operations of Intercontinental Manufacturing Company, a weapons manufacturer that was later sold. Through his research and development in the field of video X-ray and imaging, Mr. Zimmerman caused the organization of Video Science Technology, Inc. in 1981 to exploit the inventions for which he was awarded two U. S. Patents. Patents awarded include: Television Camera- Video Amplifier and Blanking Circuits-1958, Electronic Thermometer-1963, Video-X-Ray Imaging System and Method-1977, Video System and Method for Presentation and Reproduction of X- Ray Film Images-1977, Electromagnetic Radio Frequency Excited Explosion Proof Lighting Method and System-1986, and Laser Display of an Electronically Generated Image Signal-1987. Recently, Mr. Zimmerman participated as a co-inventor on new Electronic Refrigeration technology to which patents are pending.

Daniel A. Zimmerman: Mr. Zimmerman was elected Senior Vice President in 1991 and was re-elected as a Director of the Company in 1990 (Mr. Zimmerman served as a director from March, 1985 to January, 1988). Mr. Zimmerman is presently serving as President and Director of Reynolds Equipment Company and Atmospheric & Magnetics Technology, Inc., subsidiaries of the Company. He received his Liberal Arts Degree from Austin College in Sherman, Texas in May, 1982.

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Edmund W. Bailey, CPA: Mr. Bailey has served as Vice President and Chief Financial Officer of the Company since March, 1992. He was elected a member of the Board of Directors May 1994. From January 1989 to March, 1992, Mr. Bailey was a shareholder in the public accounting firm of Jackson & Rhodes P.C., Dallas, Texas. From August, 1987 to December, 1988, Mr. Bailey served as Vice President and Chief Financial Officer of Southern Foods Group, Inc., an independent milk producer. From May, 1986 to July, 1987, he was with the public accounting firm of Pannell Kerr Foster, Dallas, Texas. Prior experience included 16 years in public accounting with Fox & Company and Arthur Young & Company (now Ernst & Young). Mr. Bailey earned a B.S. degrees in Business from Monmouth College, West Long Branch, New Jersey, and an M.B.A. degree from Southern Methodist University, Dallas, Texas. Mr. Bailey is licensed in the State of Texas as a Certified Public Accountant.

Fred M. Updegraff: Mr. Updegraff has served as Vice President and Treasurer of the Company since 1985. He was elected Treasurer and a member of the Board of Directors in May, 1987. Mr. Updegraff is also Vice President, Controller and Director of DOL Resources which files reports under Section 13 of the Securities Act of 1934. From 1976 to 1981, he was Vice President of a manufacturing company engaged in the manufacture of brass valves for the plumbing industry. Mr. Updegraff graduated from Emporia State University with Bachelor Degrees in Business Administration and Education.

James J. Ling: Mr. Ling is co-founder, chairman and chief executive officer of Empiric Energy, Inc. since November 1992. Mr. Ling founded Ling Electronics in 1955 and through a series of mergers and acquisitions which includes, Temco Aircraft Corporation, Chance-Vought, The Wilson Company, Braniff Airlines, Jones & Laughlin and National Car Rental, guided the conglomerate Ling-Temco-Vought (LTV) to a position among the largest companies in the Nation with annual sales of $3.2 billion. Mr. Ling resigned in 1971. Since 1985, Mr. Ling has been President of Hill Investors, Inc., a company organized to hold oil and gas investments and which also offers business consulting services.

Dick T. Bobbitt: Mr. Bobbitt has been president of VEC Technology, Inc. (VEC) since August 1991. VEC is a consulting firm involved in research and development of new products. Mr. Bobbitt was one of the founders of American Technological University and served as Chairman of the Board from 1973 to 1979. Prior years were spent with RCA Corporation and Random House Publishing Co.

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THE BOARD OF DIRECTORS AND ITS COMMITTEE

The Board of Directors of the Company held Three meetings during the fiscal year ended July 31, 1997. The all incumbent directors attended all such meetings.

The Company's Audit Committee consist of the two outside directors, Mr. James J. Ling (Chairman) and Mr. Dick T. Bobbitt and Mr. Edmund W. Bailey. The Audit Committee held two meetings during fiscal 1997. The Audit Committee recommends to the Board of Directors the independent public accountants and reviews the scope of the audit and the actual audit performed by them. It is responsible for insuring that the financial statements present fairly the financial condition of the Company.

There are no other standing committees.

2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation from the Audit Committee, has appointed Jackson & Rhodes P.C. as independent public accountants of the Company with respect to its operations for the fiscal year ended July 31, 1998, subject to ratification by the holders of Common Stock of the Company. Jackson & Rhodes P.C. has served the Company in this capacity since its original retention for the fiscal year ended July 31, 1991. A representative of the firm will be available at the Annual Meeting to answer appropriate questions of stockholders.

5

SECURITY OWNERSHIP

The following table sets forth information regarding the number of shares of Common Stock beneficially owned by the executive officers and directors of the Company and shareholders of the Company known to the Company to be the beneficial owners of more than five (5%) percent of its Common Stock at February 28, 1998:

                              Amount and Nature of     Percent of
Name and Address              Beneficial Owner            Class

S. Mort Zimmerman                867,351 (1)              10.29%
Chairman of the
Board & President
13636 Neutron Road
Dallas, Texas  75244-4410

Daniel A. Zimmerman(5)           377,381 (2)               4.48%
Sr. Vice President
and Director
13636 Neutron Road
Dallas, Texas  75244-4410

Edmund W. Bailey                  49,471 (3)                   *
Vice President, Chief Financial
Officer and Director
13636 Neutron Road
Dallas, Texas  75244-4410

Fred M. Updegraff                 79,574 (4)                   *
Vice President
Treasurer & Director
13636 Neutron Road
Dallas, Texas  75244-4410

James J. Ling                     10,000 (5)                   *
Director
13636 Neutron Road
Dallas, Texas  75244-4410

Dick T. Bobbitt                   18,500 (6)                   *
Director
13636 Neutron Road
Dallas, Texas  75244-4410

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                            Amount and Nature of         Percent of
Name and Address              Beneficial owner             Class

All Officers &
Directors, as a
Group                           1,419,888                  16.85%

* Less than 1%

(1) Includes (i) 212,000 shares subject to options owned by Mr. S. Mort Zimmerman; (ii) 82,888 shares of the 828,878 shares owned beneficially and of record by Trans-Exchange Corporation, in which Mr. S. Mort Zimmerman has a 10% beneficial interest; and (iii) 31,429 shares owned by Glauber Management Company, a firm 42% owned by Mr. S. Mort Zimmerman and in which he effectively controls the voting of the Company's stock owned by such firm. Mr. S. Mort Zimmerman disclaims any beneficial interest in the shares owned by his wife's estate and their adult children.

(2)  Includes  31,667  shares subject  to  options  owned by  Mr.
Zimmerman.

(3)  Includes  36,666  shares subject  to  options  owned by  Mr.
Bailey.

(4)  Includes  31,666  shares subject  to  options  owned by  Mr.
Updegraff.

(5)  10,000 shares subject to a option owned by Mr. Ling.

(6)  Includes  12,000  shares subject  to  options  owned by  Mr.
Bobbitt.

(7) S. Mort Zimmerman and Daniel A. Zimmerman are father and son.

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