<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CVF CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
CVF CORP.
300 INTERNATIONAL DRIVE, SUITE 100
WILLIAMSVILLE, NEW YORK 14221
NOTICE OF
1997 ANNUAL STOCKHOLDERS' MEETING
To the Stockholders:
Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
"Meeting"), of CVF Corp. (the "Company"), will be held at the Buffalo Marriott
Hotel, 1340 Millersport Highway, Amherst, New York (immediately north of Route
I-290), at 2:00 p.m., New York time, on August 21, 1997 for the following
purposes:
1. To elect three directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified;
2. To consider and take action on a proposal to amend the Company's
Articles of Incorporation to change the Company's name from CVF Corp. to
CVF Corporation; and
3. To consider and take action upon such other matters as may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on July 22, 1997 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Nally
Treasurer and Secretary
Date: July 24, 1997
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
JULY 24, 1997
CVF CORP.
300 INTERNATIONAL DRIVE, SUITE 100
WILLIAMSVILLE, NEW YORK 14221
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 21, 1997
The following information is furnished in connection with the Annual
Meeting of Stockholders (the "Meeting"), of CVF Corp. (the "Company"), to be
held on August 21, 1997 at 2:00 p.m., New York time, at the Buffalo Marriott
Hotel, 1340 Millersport Highway, Amherst, New York (immediately north of Route
I-290). A copy of the Company's Annual Report to Stockholders for the fiscal
period ended December 31, 1996 accompanies this Proxy Statement. Additional
copies of the Annual Report, Notice, Proxy Statement and form of proxy and a
copy of the Company's Statement on Form 10-SB/A, General Form for Registration
of Securities of Small Business Issuers under Section 12(b) or 12(g) of the
Securities Act of 1934, as amended (the "Exchange Act"), may be obtained from
the Company's Secretary, 300 International Drive, Suite 100, Williamsville, New
York 14221. This Proxy Statement, Annual Report and form of proxy will first be
sent to stockholders on or about July 30, 1997.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Meeting is being solicited by the directors of
the Company. The proxy may be revoked by a stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date. The proxy may also be
revoked by a stockholder attending the Meeting, withdrawing such proxy and
voting in person. The cost of soliciting the proxies on the enclosed form will
be paid by the Company. In addition to the use of the mails, proxies may be
solicited by the directors and Company employees (who will receive no additional
compensation therefor) by means of personal interview, telephone or facsimile,
and it is anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorization for the execution of proxies. The
Company may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
material to their principals.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of common stock, $0.001 par value
per share, of the Company ("Shares"), entitled to vote at the Meeting has been
fixed at the close of business on July 22, 1997. On such date there were
5,771,449 Shares outstanding, entitled to one vote each.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the Shares beneficially owned, as of June
30, 1997, by each director and executive officer of the Company. Unless
otherwise stated, each person has sole voting and investment power with respect
to the Shares set forth in the table. Additionally, to the best of the Company's
knowledge, no person or group (as those terms are used in Section 13(d)(3) of
the Exchange Act) beneficially owned, as of June 30, 1997, more than five
percent of the Shares outstanding, except as set forth in the following table.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------------------------------------- ------------------ --------
<S> <C> <C>
Jeffrey I. Dreben 414,353(1) 7.14%
300 International Drive
Suite 100
Williamsville, New York 14221
Malcolm I. Gissing 413,782(2) 7.13%
1487 Lakeshore Road East
Oakville, Ontario L6J 1L9
George A. Khouri 0 0%
421 Field Point Road
Greenwich, Connecticut 06830
Robert A. Nally 414,353(1) 7.14%
189 Mary Street
Waterloo, Ontario N2J 1S1
Brant Investments Limited 541,650 9.33%
c/o Royal Trust Company -- Pension Dept
Royal Trust Tower, 7th Floor
77 King Street West
Toronto, Ontario M5W 1P9
Stepworth Holdings, Inc. 638,467 11.0%
1170 Rue Peel
Montreal, Quebec H3B 4P2
The Canada Trust Company 610,750 10.52%
c/o Prudential Insurance Co. of America
200 Consilium Place, Ste. 500
Scarborough, Ontario M1H 3E6
Bansco Group 694,081 11.96%
c/o The Bank of Nova Scotia
Securities Department
Lower Concourse
Scotia Plaza
44 King Street
West Toronto, Ontario M5H 1H1
Royal Trust Corporation 359,200 6.18%
Pension Dept.
Royal Trust Tower, 7th Floor
Toronto, Ontario M5W 1P9
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------------------------------------- ------------------ --------
<S> <C> <C>
Montowr & Co. 299,174 5.16%
c/o Montreal Trust -- Pension & Inv. Fund Service
Montreal Trust Tower, 8th Floor
15 King Street West
Toronto, Ontario M5H 1B4
Mutual Life Assurance Company of Canada 359,200 6.19%
227 King Street South
Waterloo, Ontario N2J 4C5
BCE Inc. 359,200 6.19%
c/o BCE Ventures
1000 Rue de la Gauchetiere West
Suite 3600
Montreal, Quebec H3B 4Y7
Directors and Officers as a 1,176,420 20.27%
Group (1)(2)(3)
</TABLE>
- ---------------
(1) A warrant (the "Warrant") for a total of 952,784 Shares is held and is
exercisable by Canadian Venture Founders Management Limited ("CVF
Management"). A portion (approximately 22.43%) of the Shares (i.e., 213,709
Shares) underlying the Warrant are attributed to each of Messrs. Dreben and
Nally because Mr. Dreben's wife and Mr. Nally's wife each owns approximately
22.43% of the beneficial interest in CVF Management. Each of Messrs. Dreben
and Nally expressly disclaims beneficial ownership in the Shares, issuable
upon exercise of the Warrant.
(2) Attributed to Mr. Gissing in the table are 213,138 of the Shares issuable
upon exercise of the Warrant, because of Mr. Gissing's ownership of
approximately 22.37% of the beneficial interest in CVF Management, holder of
the Warrant.
(3) Includes 200,664 Shares owned by Mr. Nally's wife as to all of which Mr.
Nally disclaims beneficial ownership.
OPTIONS, WARRANTS AND RIGHTS
The following table sets forth, as of June 30, 1997, the outstanding
options and warrants issued by the Company:
<TABLE>
<CAPTION>
TITLE AND EXERCISE
NAME OF HOLDER AMOUNT OF SECURITIES PRICE DATE OF EXERCISE
- -------------------- -------------------- -------- ----------------------
<S> <C> <C> <C>
CVF Management(1) Warrant to acquire $3.05 Exercisable upon the
952,784 Shares(2) occurrence of certain
conditions until
September 20, 2000
</TABLE>
- ---------------
(1) CVFLP's general partner. The Company acquired all of the assets of CVFLP
pursuant to an Asset Purchase Agreement dated August 20, 1995.
(2) 16.42% of the Shares outstanding as of June 30, 1997.
3
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
In accordance with the Bylaws of the Company, the Board of Directors has by
resolution fixed the number of directors to be elected at the Meeting at three.
All three positions on the Board are to be filled by the affirmative vote of a
majority of the stockholders at the Meeting. Each person so elected shall serve
until the next Annual Meeting of Stockholders and until his successor is elected
and qualified.
The directors of the Company recommend a vote FOR the nominees listed
below. All nominees are currently serving as directors of the Company and were
elected directors at the 1996 Annual Meeting of Shareholders except Mr. Khouri
who was appointed a director in April 1997. As part of his retirement, Mr.
Gissing, presently a director of the Company, will not be standing for
reelection. Mr. P. Anthony Bordes, Jr. resigned from his positions as a director
and officer of the Company in November, 1996.
Unless instructed otherwise, proxies will be voted FOR the nominees listed
below. Although the directors do not contemplate that any of the nominees will
be unable to serve prior to the Meeting, if such a situation arises, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy.
The table below sets forth certain information regarding the nominees for
election to the Company's Board of Directors.
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION AND BUSINESS
TENURE WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS (1)
- -------------------------------- ---- --------------------------------------------------------
<S> <C> <C>
Jeffrey I. Dreben 52 Director, Chairman, President and Chief Executive
Director, Chairman, President Officer of the Company since 1995; Director, Vice
and Chief Executive Officer President and Treasurer of CVF Management from 1989 to
since 1995 1995.
Robert A. Nally 49 Director and Consultant of the Company since 1995 and
Director and Consultant since Treasurer and Secretary of the Company since 1997; Vice
1995, Treasurer and Secretary President and Secretary of CVF Management from 1989 to
since 1997 1995.
George A. Khouri 50 Director and Special Consultant of the Company since
Director and Special 1997; Managing Director -- Capital Markets for Nomura
Consultant since 1997 Securities International Inc. from 1995 to 1997; Vice
President of Trigon Group (an investment banking
boutique) from 1992 to 1995; Managing Director of
Prudential Bache Capital Partners until 1992.
</TABLE>
- ---------------
(1) Unless otherwise stated, each nominee has held the position indicated for at
least the past five years.
OTHER DIRECTORSHIPS AND TRUSTEESHIPS
No members of the Board of Directors, except Mr. Nally, serve on the Boards
of Directors or the Boards of Trustees of any other publicly-held companies. Mr.
Nally serves on the Boards of Directors of Virtek Holding Inc. and Mindflight
Corporation, both of which are publicly-held Canadian corporations. The Company
has no investment or other financial interest in either of these corporations.
COMMITTEES AND MEETING DATA
The Company does not have any committees. During the year ended December
31, 1996, the full Board of Directors met on four occasions. Each director
attended all (100%) of the meetings of the Board except Mr. P. Anthony Bordes,
Jr. who attended less than 75% of the Board meetings.
4
<PAGE> 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that directors, officers and
more than 10 percent stockholders of the Company file reports with the SEC
within the first 10 days of the month following any purchase or sale of Shares.
During 1996, when the Company was not registered under the Exchange Act, no
officer or director of the Company was required to file a report under Section
16(a) with respect to the Company's Securities.
EXECUTIVE OFFICERS
The following is a list of the Company's executive officers. Mr. P. Anthony
Bordes, Jr. resigned from his position as Treasurer and Secretary of the Company
in November, 1996.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME, POSITION AND BUSINESS
TENURE WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS
- ----------------------------------- ---- ------------------------------
<S> <C> <C>
Jeffrey I. Dreben 52 See table under "Nominees."
Chairman, President and Chief
Executive Officer since 1995
Robert A. Nally 49 See table under "Nominees."
Treasurer and Secretary since
1997
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes, for the fiscal years ended December 31,
1996 and 1995, the amount of the compensation paid by the Company to its Chief
Executive Officer. No other executive officer received cash compensation during
the year ended December 31, 1996 which exceeded $100,000. Mr. Dreben became an
executive officer of the Company in 1995.
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------
NAME AND PRINCIPAL POSITION YEAR SALARY
- ------------------------------ ----- ------------
<S> <C> <C>
Jeffrey I. Dreben 1996 $102,765
Chairman, President and
Chief Executive Officer 1995 $ 26,273(1)
</TABLE>
- ---------------
(1) Paid in Canadian currency but translated in the table to U.S. currency based
on the exchange rate of Canadian $1.00 = U.S. $0.7298 on July 11, 1997.
Option Grants and Exercises. No options for Shares were granted to Mr.
Dreben during the years ended December 31, 1996 and December 31, 1995. In
addition, Mr. Dreben did not exercise any options for Shares during the years
ended December 31, 1996 and December 31, 1995.
Directors' Fees. The Company does not currently pay any additional fees to
the directors who are also officers of or consultants to the Company. For the
two-month period in 1997 when George Khouri was rendering consulting services
under his first consulting agreement with the Company, he received, in addition
to consulting fees of $750 per day, director fees of $1,000 per month. See
"Certain Transactions and Relationships."
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Transactions with CVF, Inc. Pursuant to a stock purchase agreement dated
February 5, 1997, the Company repurchased 601,932 Shares from CVF, Inc. for an
aggregate purchase price of $10.00. The shareholders of CVF, Inc. at that time
included Messrs. Dreben and Nally, current directors and nominees for directors
of the Company, and Mr. Gissing, a director of the Company. Also on February 5,
1997, the
5
<PAGE> 8
Company issued options to purchase an aggregate of 601,932 Shares for $.05 per
Share to Messrs. Dreben, Nally and Gissing. The transactions of February 5, 1997
were structured to be a like-kind exchange with no effect on earnings. On May
30, 1997, these options were exercised.
Service Agreement with D and N Consulting Corporation. The Company entered
into a Service Agreement dated February 10, 1997 with D and N Consulting
Corporation ("D and N"), identical to its agreement the Company formerly had
with CVF, Inc., the predecessor to D and N, pursuant to which D and N would
provide a variety of administrative, managerial and clerical services to the
Company. Under the Service Agreement, D and N would be responsible for all
administrative requirements of the Company, including, but not limited to,
maintaining the books of the Company, preparing periodic reports to the Board of
Directors of the Company and providing office facilities and travel expenses. In
return for the above services, D and N is to be paid a service fee based on an
annual budget prepared by D and N and approved by the Board of Directors of the
Company. Messrs. Dreben and Nally are each officers and 50% shareholders of D
and N. D and N and the Company have mutually agreed to defer operation of the
Service Agreement. Instead, the services continue to be provided by officers,
employees and consultants of the Company, and the Company has neither paid nor
accrued service fees under the Service Agreement.
Consulting Arrangement with Mr. Khouri. Pursuant to an Independent
Consultant Agreement, for the months of April and May 1997, Mr. Khouri, a
nominee for director of the Company, provided the Company with consulting
services, as well as services as a director, in exchange for which Mr. Khouri
received consulting fees of $750 per day and director fees of $1,000 per month.
Effective June 1, the Company reached a new agreement with Mr. Khouri pursuant
to which Mr. Khouri will provide the Company with consulting services and report
directly to the President of the Company in exchange for which Mr. Khouri will
receive $10,500 per month and no additional fees as a director for a one-year
term which is renewable if mutually agreed to by the parties. The parties intend
to execute a written agreement to the same effect. This consulting agreement may
be terminated by either party upon 90 days notice of the intent to so terminate.
Upon termination, Mr. Khouri will resign as a director. Periodically, the
President of the Company will review Mr. Khouri's performance and determine
whether to continue Mr. Khouri's consulting arrangement. Also, after each
one-year term, the Board of Directors of the Company will review Mr. Khouri's
performance and the recommendation of the President and, may, in their sole
discretion, grant Mr. Khouri an option to purchase up to 45,000 Shares.
Additionally, Mr. Khouri will automatically receive options to purchase 45,000
Shares, one quarter of which (options to purchase 11,250 Shares) will vest every
three-month period effective June 1, 1997 and all of such options will have an
exercise price of $5.00 per Share.
Consulting Arrangement with Mr. Nally. The Company has an oral
understanding with Mr. Nally, a director, nominee for director and an officer of
the Company, pursuant to which Mr. Nally provides the Company with certain
consulting services, particularly with respect to technology management, in
exchange for which Mr. Nally receives compensation as determined by the Board of
Directors. The parties intend to execute a written agreement to the same effect.
In 1996, Mr. Nally received $80,543 for his services as a consultant to the
Company.
Consulting Arrangement with Mr. Gissing. The Company has an oral
understanding with Mr. Gissing, a current director of the Company, pursuant to
which Mr. Gissing provides the Company with certain consulting services and sits
on the Boards of certain companies affiliated with the Company in exchange for
which Mr. Gissing receives $6,000 Canadian dollars (approximately $4,379 U.S.
dollars based on the exchange rate of Canadian $1.00 = U.S. $.7298 on July 11,
1997) per month.
PROPOSAL NO. 2
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
At the Meeting, stockholders of the Company will be asked to vote on a
proposal to consider and take action on a proposal to amend the Company's
Articles of Incorporation to change the name of the Company from CVF Corp. to
CVF Corporation. The affirmative vote of at least a majority of Shares
outstanding and
6
<PAGE> 9
entitled to vote is required to approve and adopt the amendment to the Articles
of Incorporation. The management of the Company believes the name change is
desirable to avoid confusion and errors resulting from the assumption of some
persons that the use of "Corp." is simply an informal abbreviation and that
"Corporation" is the correct last word of the Company's name. The Board of
Directors recommends a vote FOR approval of the amendment. Unless otherwise
instructed, proxies will be voted FOR approval of the amendment to change the
Company's name to CVF Corporation.
If the name change is approved, stockholders may retain their existing
stock certificates, as there is no need to exchange them for new certificates.
PROPOSAL NO. 3
OTHER MATTERS
So far as management of the Company is aware, no matters other than those
outlined in this Proxy Statement will be presented to the Meeting for action on
the part of the stockholders. If any other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote thereon the Shares to which the proxy relates in accordance with their
best judgment.
INDEPENDENT ACCOUNTANTS
Feldman Radin & Co., P.C., an affiliate of DFK International, has audited
the accounts of the Company since 1995. A representative of Feldman Radin & Co.,
P.C. is expected to be present at the Meeting and will have an opportunity to
make a statement, if he so desires, and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received at the Company's offices no later
than April 1, 1998 in order to be considered for inclusion in the Company's
proxy materials for the 1998 Annual Meeting of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Nally
Treasurer and Secretary
Williamsville, New York
7
<PAGE> 10
CVF CORP. PROXY
300 International Drive, Suite 100
Williamsville, New York 14221
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey I. Dreben and Robert A. Nally, and
each or either of them, Proxies for the undersigned, with full power of
substitution, to vote all shares of common stock, $0.001 par value per share
("Shares") of CVF Corp. (the "Company") which the undersigned would be entitled
to vote at the Annual Meeting of Stockholders (the "Meeting") to be held at the
Buffalo Marriott Hotel, 1340 Millersport Highway, Amherst, New York on August
21, 1997, at 2:00 p.m., New York time, and directs that the Shares represented
by this Proxy shall be voted as indicated below:
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees
below) listed below
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through his name in the list
below:
Jeffrey I. Dreben; Robert A. Nally; and George A. Khouri.
2. AMENDMENT TO THE ARTICLES OF INCORPORATION
Proposal to amend the Company's Articles of Incorporation to change the
Company's name from CVF Corp. to CVF Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSALS 1 AND 2. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 ABOVE AND WILL
BE VOTED IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO ANY
MATTER REFERRED TO IN 3 ABOVE. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY
MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS FORM.
Dated: , 1997
PLEASE SIGN EXACTLY AS NAME(S) APPEAR
ON STOCK CERTIFICATE(S). A corporation
is requested to sign its name by its
President or other authorized officer,
with the office held so designated. A
partnership should sign in the
partnership name by an authorized
person. Executors, administrators,
trustees, guardians and corporate
officers are requested to indicate the
capacity in which they are signing.
JOINT TENANTS SHOULD BOTH SIGN.
--------------------------------------
--------------------------------------
(Signature of Stockholder(s))
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, OR THIS PROXY MAY BE
SENT BY FACSIMILE TO COLONIAL STOCK AT (801) 355-6505.
