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 (AMENDMENT NO. )
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))
ACI TELECENTRICS, INCORPORATED
- --------------------------------------------------------------------------------
(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 transactions 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:
<PAGE>
ACI TELECENTRICS, INCORPORATED
---------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 12, 1998
-----------------------------------------------------
TO THE SHAREHOLDERS OF ACI TELECENTRICS, INCORPORATED:
The 1998 Annual Meeting of Shareholders of ACI Telecentrics,
Incorporated will be held at the Minneapolis Marquette Hotel, 710 Marquette
Avenue, Minneapolis, Minnesota, 55402 at 3:30 p.m. on Tuesday, May 12, 1998, for
the following purposes:
1. To set the number of members of the Board of Directors
at seven (7).
2. To elect members of the Board of Directors
3. To take action on any other business that may properly
come before the meeting or any adjournment thereof.
Accompanying this Notice of Annual Meeting is a Proxy Statement,
form of Proxy and the Company's 1998 Annual Report to Shareholders.
Only shareholders of record as shown on the books of the Company at
the close of business on March 27, 1998 will be entitled to vote at the 1998
Annual Meeting or any adjournment thereof. Each shareholder is entitled to one
vote per share on all matters to be voted on at the meeting.
You are cordially invited to attend the 1998 Annual Meeting. Whether
or not you plan to attend the 1998 Annual Meeting, please sign, date and mail
the enclosed form of Proxy in the return envelope provided as soon as possible.
The Proxy is revocable and will not affect your right to vote in person in the
event you attend the meeting. The prompt return of proxies will help your
Company avoid the unnecessary expense of further requests for proxies.
BY ORDER OF THE BOARD OF DIRECTORS,
Rick N. Diamond, Chief Executive Officer
Dated: April 6, 1998
Minneapolis, Minnesota
<PAGE>
ACI TELECENTRICS, INCORPORATED
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 12, 1998
The accompanying Proxy is solicited by the Board of Directors of ACI
Telecentrics, Incorporated (the "Company") for use at the 1998 Annual Meeting of
Shareholders of the Company to be held on May, 12, 1998, at the location and for
the purposes set forth in the Notice of Annual Meeting, and at any adjournment
thereof.
The cost of soliciting proxies, including the preparation, assembly,
and mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to the beneficial owners of stock, will be borne by the
Company. Directors, officers and regular employees of the Company may, without
compensation other than their regular remuneration, solicit proxies personally
or by telephone.
Any shareholder giving a Proxy may revoke it any time prior to its
use at the 1998 Annual Meeting by giving written notice of such revocation to
the Secretary or any other officer of the Company or by filing a later dated
written Proxy with an officer of the Company. Personal attendance at the 1998
Annual Meeting is not, by itself, sufficient to revoke a Proxy unless written
notice of the revocation or a later dated Proxy is delivered to an officer
before the revoked or superseded Proxy is used at the 1998 Annual Meeting.
Proxies will be voted as directed therein. Proxies which are signed by
shareholders but which lack specific instruction with respect to any proposal
will be voted in favor of such proposal as set forth in the Notice of Meeting
or, with respect to the election of directors, in favor of the number and slate
of directors proposed by the Board of Directors and listed herein.
The presence at the Annual Meeting in person or by proxy of the
holders of a majority of the outstanding shares of the Company's Common Stock
entitled to vote shall constitute a quorum for the transaction of business. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the meeting for purposes of determining
a quorum but shall not be deemed to be represented at the meeting for purposes
of calculating the vote required for approval of such matter. If a shareholder
abstains from voting as to any matter, then the shares held by such shareholder
shall be deemed present at the meeting for purposes of determining a quorum and
for purposes of calculating the vote with respect to such matter, but shall not
be deemed to have been voted in favor of such matter. An abstention as to any
proposal will therefore have the same effect as a vote against the proposal.
The mailing address of the principal executive office of the Company
is 3100 West Lake Street, Suite 300, Minneapolis, Minnesota 55416. The Company
expects that this Proxy Statement,
<PAGE>
the related Proxy and Notice of Meeting will first be mailed to shareholders on
or about April 6, 1998.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 27, 1998 as
the record date for determining shareholders entitled to vote at the 1998 Annual
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the 1998 Annual Meeting. At the close of business on March 27, 1998,
there were 5,714,803 shares of the Company's Common Stock, no par value, issued
and outstanding. The Common Stock is the only outstanding class of capital stock
of the Company. Each share of Common Stock is entitled to one vote on each
matter to be voted upon at the 1998 Annual Meeting. Holders of Common Stock are
not entitled to cumulative voting rights.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT SHAREHOLDINGS
The following table provides information as of March 27, 1998
concerning the beneficial ownership of the Company's Common Stock by (i) the
persons known by the Company to own more than 5% of the Company's outstanding
Common Stock, (ii) each director of the Company, (iii) the named executive
officers in the Summary Compensation Table, and (iv) all directors and executive
officers as a group. Except as otherwise indicated, the persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock owned by them.
Name (and Address of 5% Number of Shares Percent
Owner) or Identity of Group Beneficially Owned(1) of Class
- --------------------------- --------------------- --------
Rick N. Diamond 2,100,000(2) 35.8%
Gary B. Cohen 2,100,000(3) 35.8%
Dana Olson 117,600(4) 2.0%
Steven A. Kahn 10,600(5) *
Seymour Levy 4,000(6) *
Phillip T. Levin 4,000(7) *
James W. Lupient 3,000(8) *
Douglas W. Franchot 3,000(9) *
<PAGE>
Name (and Address of 5% Number of Shares Percent
Owner) or Identity of Group Beneficially Owned(1) of Class
- --------------------------- --------------------- --------
Thomas F. Madison 2,250(10) *
All Executive Officers
and Directors as a Group
(11 Individuals) 4,353,507 74.3%
- ---------------------
* Less than 1%
(1) Under the rules of the Securities and Exchange Commission, shares
not actually outstanding are nevertheless deemed to be beneficially
owned by a person if such person has the right to acquire the shares
within 60 days. Pursuant to such SEC rules, shares deemed
beneficially owned by virtue of a person's right to acquire them are
also treated as outstanding when calculating the percent of class
owned by such person and when determining the percentage owned by a
group.
(2) Includes 525,000 shares held by the Rick A. Diamond Term Trust U/A
dated 2/3/97.
(3) Includes 525,000 shares held by the Cohen Term Trust U/A dated
2/3/97.
(4) Includes 117,600 shares which may be purchased by Mr. Olson upon
exercise of currently exercisable options.
(5) Includes 5,600 shows which may be purchased by Mr. Kahn upon
exercise of a currently exercisable option.
(6) Includes 3,000 shares which may be purchased by Mr. Levy upon
exercise of a currently exercisable option.
(7) Includes 3,000 shares which may be purchased by Mr. Levin upon
exercise of a currently exercisable option.
(8) Includes 3,000 shares which may be purchased by Mr. Lupient upon
exercise of a currently exercisable option.
(9) Includes 3,000 shares which may be purchased by Mr. Franchot upon
exercise of a currently exercisable option.
(10) Includes 2,250 shares which may be purchased by Mr. Madison upon
exercise of a currently exercisable option.
<PAGE>
ELECTION OF DIRECTORS
(Proposals #1 and #2)
The Bylaws of the Company provide that the number of directors shall
be the number set by the shareholders, which shall be not less than one. The
Board of Directors unanimously recommends that the number of directors be set at
seven and that seven directors be elected. Unless otherwise instructed, the
Proxies will be so voted.
Under applicable Minnesota law, approval of the proposal to set the
number of directors at seven and the election of the nominees to the Board of
Directors require the affirmative vote of the holders of the greater of (1) a
majority of the voting power of the shares represented in person or by proxy at
the Annual Meeting with authority to vote on such matter, or (2) a majority of
the voting power of the minimum number of shares that would constitute a quorum
for the transaction of business at the Annual Meeting.
In the absence of other instruction, the Proxies will be voted for
each of the individuals listed below. If elected, such individuals shall serve
until the next annual meeting of shareholders and until their successors shall
be duly elected and shall qualify. All of the nominees are members of the
present Board of Directors. If, prior to the 1998 Annual Meeting of
Shareholders, it should become known that any one of the following individuals
will be unable to serve as a director after the 1998 Annual Meeting by reason of
death, incapacity or other unexpected occurrence, the Proxies will be voted for
such substitute nominee(s) as is selected by the Board of Directors.
Alternatively, the Proxies may, at the Board's discretion, be voted for such
fewer number of nominees as results from such death, incapacity or other
unexpected occurrence. The Board of Directors has no reason to believe that any
of the following nominees will be unable to serve.
<TABLE>
<CAPTION>
Name and Age of Current Position Director
Director/Nominee Age with the Company Since
- ----------------------- --- ----------------- -----
<S> <C> <C> <C>
Rick N. Diamond 35 Chairman of the Board, Chief Executive Officer 1987
Gary B. Cohen 36 President and Director 1987
Seymour Levy 74 Director 1996
Douglas W. Franchot 52 Director 1996
Phillip T. Levin 54 Director 1996
James W. Lupient 63 Director 1996
Thomas F. Madison 62 Director 1996
</TABLE>
<PAGE>
BUSINESS EXPERIENCE OF THE DIRECTOR NOMINEES
RICK N. DIAMOND is co-founder of the Company and has served as the
Chief Executive Officer and a director of the Company since its inception in
1987. Mr. Diamond holds a B.A. degree from the University of Wisconsin and J.D.
degree from Washington University in St. Louis, Missouri. Prior to and since
founding the Company, he has been active in community and business affairs.
GARY B. COHEN is co-founder of the Company and has served as the
Company's President and as a director since its inception in 1987. Mr. Cohen
holds a B.S. degree from the University of Minnesota. Prior to and since
founding the Company, he has been active in community and business affairs.
SEYMOUR LEVY has served as President of Sy Levy & Associates, Inc.,
a management and organizational consulting firm since 1974.
DOUGLAS W. FRANCHOT has served as President of Wood, Franchot Inc.,
an executive search consulting company since August 1985.
PHILLIP T. LEVIN has served as a director and officer of Metacom, a
distributor of audio cassettes, since he co-founded it in 1970. Mr. Levin has
also served as Chairman of the Board of Directors of Zomax Optical Media, Inc.,
a manufacturer of compact discs, since April 1996.
JAMES W. LUPIENT has served as Chief Executive Officer of Lupient
Automotive Group, which owns and operates twenty-three automobile franchises in
sixteen locations in Minnesota and Wisconsin, since January 1986. Mr. Lupient
serves on the Board of Directors of the Greater Minneapolis Chamber of Commerce,
the Better Business Bureau, North Memorial Medical Center, the St. Louis Park
Rotary Foundation and Firstar Bank.
THOMAS F. MADISON has served as Chairman of Communications Holdings,
Inc., a distributor of communication equipment since December 1996. Mr. Madison
has served as President and CEO of MLM Partners, a venture capital firm since
January 1993. From February 1994 to September 1994, Mr. Madison served as Vice
Chair and Office of the CEO of Minnesota Mutual Insurance. From July 1988 to
December 1992, Mr. Madison served as President - US WEST Communications Markets.
BOARD AND COMMITTEE MEETINGS
During fiscal 1997, the Board of Directors held seven formal
meetings. No director attended less than 75 % of the meetings of the Board and
the committees on which such director served during 1997. The Company's Board of
Directors has two standing committees, the Audit Committee and the Compensation
Committee.
The Audit Committee members are Phillip T. Levin and Thomas F.
Madison. This committee reviews the selection and work of the Company's
independent auditors and the
<PAGE>
adequacy of internal controls for compliance with corporate policies and
directives. During 1997, the Audit Committee met twice.
The Compensation Committee members are Seymour Levy, Phillip T.
Levin and Douglas W. Franchot. This committee recommends to the Board of
Directors from time to time the salaries to be paid to executive officers of the
Company and any plan for additional compensation it deems appropriate. In
addition, this committee is vested with the same authority as the Board of
Directors with respect to the granting of options and the administration of the
Company's 1996 Stock Option Plan. During 1997, the Compensation Committee met
twice.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid or accrued during each of the Company's last three fiscal
years to the Chief Executive Officer, and the two other most highly compensated
executive officers of the company whose salary and bonus exceeded $100,000 in
the last fiscal year. No other executive officer's total annual salary and bonus
exceeded $100,000 based on salary and bonus earned during fiscal year 1997.
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------------
Annual Compensation Awards Payouts
----------------------------------- --------------------------------------------
Restricted LTIP
Name and Principal Fiscal Stock Payouts
Position Year Salary ($) Bonus ($) Other ($) Awards ($) Options ($)
- ---------------------------- ----- ---------- --------- --------- ---------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Rick N. Diamond, 1997 175,000 -- 19,657(1) -- -- --
Chief Executive 1996 158,333 -- 17,935(1) -- -- --
Officer 1995 115,625 -- 12,415(2) -- -- --
Gary B. Cohen, 1997 175,000 -- 19,751(1) -- -- --
President 1996 158,333 -- 19,672(1) -- -- --
1995 115,625 -- 7,447(2) -- -- --
Steve Kahn 1997 125,000 -- -- -- -- --
Chief Financial Officer 1996 36,683 13,906 -- -- 28,000 --
Dana Olson 1997 100,000 -- -- -- -- --
Vice President 1996 87,575 19,485 -- -- 140,000 --
1995 78,875 -- -- -- -- --
- ----------------
</TABLE>
(1) Other compensation reported represents (a) the premiums
paid by the company for life insurance for the benefit
of such officer (b) value of personal use portion of
company provided automobile (c) and other miscellaneous
income. The dollar value of each such benefit for the
year ended December 31, 1997 is R. Diamond (a) $17,692,
(b) $1,965, (c) $0; G. Cohen (a) $13,140, (b) $6,611,
(c) $0. Messrs. Kahn and Olson had no other compensation
in 1995-1997. The dollar value of each such benefit for
the year ended December 31, 1996 is: R. Diamond (a)
$11,545, (b) $2,340, (c) $4,050; G. Cohen (a) $10,960,
(b) $8,712, (c) $0.
<PAGE>
(2) Represent premiums paid by the Company for life
insurance for the benefit of such officer.
OPTION GRANTS DURING 1997 FISCAL YEAR
There were no stock option grants to the named executive officers in
the Summary Compensation Table in 1997. The Company has not granted any stock
appreciation rights.
OPTION EXERCISES DURING 1997 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table provides information as to options exercised by
the named executive officers in the Summary Compensation Table during fiscal
1997 and the number and value of options at December 31, 1997. The Company does
not have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at December 31, 1997(1) December 31, 1997(2)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Rick N. Diamond ---- ----
Gary B. Cohen ---- ----
Dana Olson 117,600 22,400 --- ---
Steven A. Kahn 5,600 22,400 --- ---
- ------------------
</TABLE>
(1) Includes options exercisable within 60 days of fiscal
year end.
(2) There are no "In-the-money" options at December 31, 1997
as the option exercise price exceeds the $3.50 closing
sale price for the Company's Common Stock at December
31, 1997 as quoted by the Nasdaq SmallCap Market.
COMPENSATION TO DIRECTORS
Members of the Board of Directors receive a per-meeting payment of
$500. In addition, the Board of Directors has granted to each director a
nonqualified option to purchase 3,000 shares of Common Stock which become
exercisable to the extent of 50% of the shares immediately and 25% of the shares
on the first and second anniversary of the grant.
Wood, Franchot Inc., an executive search firm, billed the Company
$43,026 for services provided to the Company in 1997. Douglas W. Franchot, a
director of the Company, is President of Wood, Franchot Inc.
<PAGE>
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Each of Mr. Diamond and Mr. Cohen has entered into an employment
agreement with the Company providing for a two-year term with a minimum annual
base salary of $175,000 and for 24 months' continuation of base salary and
health benefits if employment is terminated by the Company for any reason during
the initial two-year term of the agreement. If employment is terminated by
either party following the initial two-year term, Mr. Diamond and Mr. Cohen will
receive 12 months salary and health benefits. These agreements require each of
Mr. Diamond and Mr. Cohen to vote his shares for election of the other to serve
on the Company's Board of Directors. Each of these agreements includes strict
confidentiality protections and prohibits each of Mr. Diamond and Mr. Cohen from
competing with the Company for a period equal to the period during which the
Company is obligated to make severance payments.
BUY/SELL AGREEMENTS. Each of Mr. Diamond and Mr. Cohen has entered
into a Buy/Sell Agreement with the Company and each other. These Agreements give
each of Mr. Diamond and Mr. Cohen the option to purchase shares of the Company's
stock from the other in the event the other dies, attempts a voluntary sale of
stock, or is subject to a possible involuntary transfer of the stock. In
addition, these Agreements require each of Mr. Diamond and Mr. Cohen to maintain
life insurance on each other and to use the proceeds thereof to purchase shares
from the decedent's estate at fair market value. The Company has an option to
purchase any shares not purchased by Mr. Diamond or Mr. Cohen, as the case may
be. In all instances, purchase options are at fair market value, as measured by
the average market price of the Company's publicly traded common stock over a
period of 90 days prior to the event giving rise to an option.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by
it, the Company believes that, during fiscal year 1997, all officers, directors
and greater than ten-percent beneficial owners complied with the applicable
filing requirements.
CERTAIN TRANSACTIONS
STOCK OPTION VOTING AGREEMENT. Each holder of stock options under
the Company's 1996 Stock Option Plan has entered into a voting agreement which
grants to Mr. Diamond and Mr. Cohen (acting jointly) the voting rights for all
shares acquired pursuant to exercise of such options, until the earlier of five
years from date of exercise or until the holder sells such shares in the public
market. Shares sold into the public market will not thereafter be subject to the
voting agreement.
<PAGE>
OTHER BUSINESS
Management knows of no other matters to be presented at the 1998
Annual Meeting. If any other matter properly comes before the 1998 Annual
Meeting, the appointees named in the proxies will vote the proxies in accordance
with their best judgment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company
and intended to be presented at the 1999 Annual Meeting must be received by the
Company by November 15, 1998 to be included in the Company's proxy statement and
related proxy for the 1999 Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1997, including financial statements, accompanies this
Notice of Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy soliciting material.
FORM 10-KSB
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY
IS BEING SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND A LIST OF EXHIBITS TO SUCH FORM 10-KSB. THE COMPANY
WILL FURNISH TO ANY SUCH PERSON ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING
THE FORM 10-KSB UPON THE ADVANCE PAYMENT OF REASONABLE FEES. REQUESTS FOR A COPY
OF THE FORM 10-KSB AND/OR ANY EXHIBIT(S) SHOULD BE DIRECTED TO STEVE KAHN, VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER, ACI TELECENTRICS, INCORPORATED, 3100 WEST
LAKE STREET, SUITE 300, MINNEAPOLIS, MINNESOTA 55416. YOUR REQUEST MUST CONTAIN
A REPRESENTATION THAT, AS OF MARCH 23, 1998, YOU WERE A BENEFICIAL OWNER OF
SHARES ENTITLED TO VOTE AT THE 1998 ANNUAL MEETING OF SHAREHOLDERS. COPIES OF
THE COMPANY'S 10KSB, PROXY AND OTHER INFORMATION MAY ALSO BE OBTAINED FROM THE
SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT http://www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
Rick N. Diamond, Chief Executive Officer
Dated: April 6, 1998
<PAGE>
ACI TELECENTRICS, INCORPORATED
------------------
PROXY
FOR ANNUAL MEETING TO BE HELD MAY 12, 1998
------------------
The undersigned hereby appoints RICK N. DIAMOND and GARY B. COHEN, and each of
them, with full power of substitution, his or her Proxies to represent and vote,
as designated below, all shares of the Common Stock of ACI Telecentrics,
Incorporated registered in the name of the undersigned at the 1998 Annual
Meeting of Shareholders of the Company to be held at the Minneapolis Marquette
Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402 at 3:30 p.m. on
Tuesday, May 12, 1998, and at any adjournment thereof. The undersigned hereby
revokes all proxies previously granted with respect to such Annual Meeting.
The Board of Directors recommends that you vote "FOR" each proposal.
1. Set the number of directors at seven (7).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Elect Directors. Nominees: Rick N. Diamond Gary B. Cohen
Seymour Levy Douglas W. Franchot
Phillip T. Levin James W. Lupient
Thomas F. Madison
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to
(except those whose names have vote for all nominees
been written on the line below) listed above.
------------------------------------------------
3. Other Matters. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL SPECIFICALLY IDENTIFIED ABOVE.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Date: ___, 1998
PLEASE DATE AND SIGN ABOVE exactly as name appears at the left, indicating,
where proper, official position or representative capacity. For stock held in
joint tenancy, each joint owner should sign.
