<PAGE> 1
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
LEXINGTON PRECISION CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1 N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / 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> 2
LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 1996
The Annual Meeting of Stockholders of LEXINGTON PRECISION CORPORATION
(the "Company") will be held at the offices of Nixon, Hargrave, Devans & Doyle
LLP, 437 Madison Avenue, 24th Floor, New York, New York, on Thursday, May 16,
1996, at 10:30 A.M. for the purpose of considering and acting upon the following
matters.
(1) The election of two directors as set forth in the accompanying Proxy
Statement.
(2) The ratification or disapproval of Ernst & Young LLP as independent
auditors of the Company for the year ending December 31, 1996.
(3) The transaction of such other business as may properly come before
the meeting and any adjournments thereof.
Pursuant to the provisions of the By-Laws, the Board of Directors has
fixed the close of business on April 1, 1996 as the record date for determining
the stockholders of the Company entitled to notice of and to vote at the meeting
and any adjournments thereof.
ALL STOCKHOLDERS ARE URGED TO DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY TO THE COMPANY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
By Order of the Board of Directors,
Kenneth I. Greenstein
Secretary
April 15, 1996
New York, New York
<PAGE> 3
LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 1996
SOLICITATION
This Proxy Statement is being mailed to stockholders on or about April
17, 1996, in connection with the solicitation of proxies by the Board of
Directors of LEXINGTON PRECISION CORPORATION, a Delaware corporation (the
"Company"), to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), to be held on May 16, 1996. Accompanying this Proxy Statement
is a Notice of Annual Meeting of Stockholders and a form of proxy for such
meeting. A copy of the Company's Annual Report for the year ended December 31,
1995, which contains financial statements and related data, also accompanies
this Proxy Statement.
All proxies which are properly completed, signed and returned to the
Company in time will be voted in accordance with the instructions thereon.
Proxies may be revoked by any stockholder upon written notice to the Secretary
of the Company prior to the exercise thereof and stockholders who are present at
the Annual Meeting may withdraw their proxies and vote in person if they so
desire.
The expense of preparing, assembling, printing and mailing the form of
proxy and the material used in the solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by use of the mails, the
Company may utilize the services of some of its officers and regular employees
(who will receive no additional compensation therefor) to solicit proxies
personally and by telephone. The Company has requested banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the proxy materials to
their principals and to request authority for the execution of proxies and will
reimburse such persons for their services in doing so. The cost of additional
solicitation incurred otherwise than by use of the mails is estimated not to
exceed $3,000. In addition, the Company may employ a proxy solicitation
organization at a cost not to exceed $15,000.
The Board of Directors has fixed the close of business on April 1, 1996,
as the record date for the determination of stockholders who are entitled to
notice of, and to vote at, the Annual Meeting and any adjournments thereof. As
of the record date, the Company had outstanding 4,228,036 shares of its common
stock, $.25 par value (the "Common Stock"), and 5,100 shares of its $8
Cumulative Convertible Preferred Stock, Series B, $100 par value (the "Series B
Preferred Stock"), the holders of each of which are entitled to one vote per
share. A plurality of the votes of the shares of the Company's Common Stock and
Series B Preferred Stock present in person or represented by proxy and entitled
to vote at the Annual Meeting is required for the election of directors. The
affirmative vote of a majority of shares of the Company's Common Stock and
Series B Preferred Stock present in person or represented by proxy and entitled
to vote at the Annual Meeting is required for the ratification of the selection
of auditors.
<PAGE> 4
With regard to the election of directors, votes may be cast in favor or
withheld. Votes withheld from any director will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business
at the Annual Meeting, but have no legal effect under Delaware law and,
consequently, will not affect the outcome of the voting on such proposal. With
regard to other proposals, abstentions may be specified. While there is no
definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions with respect to proposals such as those to be
considered at the Annual Meeting, the Company believes that abstentions are
shares present and entitled to vote on the subject matter and, therefore,
intends to count abstentions in respect of a particular proposal for purposes of
determining both the presence or absence of a quorum for the transaction of
business at the Annual Meeting and the total number of shares present and
entitled to vote with respect to such proposal. Accordingly, an abstention will
have the same effect as a vote against the subject proposal at the Annual
Meeting. Under Delaware law, broker non-votes (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter as to which the brokers or nominees do not have discretionary power) may
be counted as present or represented for purposes of determining the presence or
absence of a quorum for the transaction of business but not for purposes of
determining the voting power present with respect to nondiscretionary proposals.
Although the Company believes that the proposals to be considered at the Annual
Meeting are proposals in respect of which brokers and other nominees typically
have discretion, the Company believes that, due to the timing of the mailing of
this Proxy Statement and related materials, such proposals may be treated as
non-discretionary proposals. If there are any broker non-votes in respect of
these proposals, the Company intends to treat such broker non-votes as stated
above.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the Company's
Common Stock, as of April 1, 1996, by each person known to or believed by the
Company to own beneficially more than 5% of its outstanding Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES OF COMMON STOCK OWNED(1)CENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS OWNED
------------------- ---------------------- -----------
<S> <C> <C>
Michael A. Lubin 1,430,934 (2) 32.2%
Lubin, Delano & Company
767 Third Avenue
New York, New York 10017
Warren Delano 1,300,547 (3) 29.3
Lubin, Delano & Company
767 Third Avenue
New York, New York 10017
William B. Conner 219,906 (4) 5.2
Conner Holding Company
1030 State Street
Erie, Pennsylvania 16501
</TABLE>
- - ---------------------------------------
(1) The persons named in the table have sole voting and dispositive power with
respect to all shares of the Company's Common Stock shown as beneficially
owned by them, except as set forth in the notes to the table and subject to
community property laws, where applicable.
(footnotes continued on next page)
- 2 -
<PAGE> 5
(footnotes continued from prior page)
(2) Includes (i) 35,000 shares owned by each of Mr. Lubin's two minor sons with
respect to which Mr. Lubin acts as custodian under the New York Uniform
Gifts to Minors Act, (ii) 222,200 shares which Mr. Lubin has the right to
aquire upon the conversion of $505,000 principal amount of the Company's
Junior Subordinated Convertible Notes, due May 1, 2000 (the "14%
Convertible Notes"), owned by Mr. Lubin at an initial conversion price
(subject to adjustment) of $2.27273 per share of Common Stock, (iii)
50,000 shares owned by an Individual Retirement Account of Mr. Lubin and
(iv) 50,000 shares owned by a profit sharing plan of which Mr. Lubin is a
beneficiary.
(3) Includes (i) 217,800 shares which Mr. Delano has the right to acquire upon
the conversion of $495,000 principal amount of the Company's 14% Convertible
Notes owned by Mr. Delano at an initial conversion price (subject to
adjustment) of $2.27273 per share of Common Stock, (ii) 110,750 shares owned
by Individual Retirement Accounts of Mr. Delano and (iii) 50,000 shares
owned by a profit sharing plan of which Mr. Delano is a beneficiary.
(4) Includes 158,594 shares owned by Conner Holding Company, a Nevada
corporation, of which Mr. Conner is President, a director and majority
stockholder.
PROPOSAL 1 - ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall be
divided into three classes, as nearly equal in number as possible, and that
directors shall be elected for terms of three years on a staggered basis. There
are presently six directors, two whose terms expire in 1996, two whose terms
expire in 1997 and two whose terms expire in 1998. Unless authority to vote for
the election of a director is specifically withheld by appropriate designation
on the face of the proxy, it is the intention of persons named in the
accompanying form of proxy to vote such proxy for the election at the Annual
Meeting of William B. Conner and Phillips E. Patton as directors, to serve until
the 1999 Annual Meeting of Stockholders and until their respective successors
shall have been elected and qualified. Messrs. Conner and Patton are presently
members of the Company's Board of Directors. The proxies cannot be voted for a
greater number of persons than two. Management has no reason to believe that the
named nominees will be unable or unwilling to serve if elected. However, in such
case, it is intended that the individuals named in the enclosed proxy will vote
for the election of such substituted nominees as the Company's Board of
Directors may recommend.
Certain information concerning the nominees and directors continuing in
office is set forth in the following table.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS
NAME AGE EXPERIENCE AND DIRECTORSHIPS
---- --- ------------------------------
<S> <C> <C>
NOMINEES FOR TERMS EXPIRING IN 1999
William B. Conner 63 Private Investor. President and director of Conner
Holding Company, a holding company for aviation
companies, and Chairman of the Board of the
subsidiaries thereof for more than five years.
Director of Acordia, Inc., a holding company for
insurance brokerage, claims administration and
employee benefits consulting companies, since April
1991. President of Robinson-Conner, Inc., an
insurance brokerage firm which became a subsidiary
of Acordia, Inc. in April 1991, from 1967 until June
1993. Executive Vice President of Acordia, Inc. from
April 1991 until March 1993. Director of the Company
since 1981.
(table continued on next page)
</TABLE>
- 3 -
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS
NAME AGE EXPERIENCE AND DIRECTORSHIPS
---- --- ------------------------------
<S> <C> <C>
Phillips E. Patton 58 Private Investor. Chairman of the Board and
President of Specialty Packaging Products Inc., a
manufacturer of metal and plastic packaging
components, from February 1984 until November 1992.
Director of Regency Bank, a Richmond, Virginia,
commercial bank, since 1987. Director of the Company
since 1993.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Warren Delano 45 President of the Company since January 1988 and
Chief Operating Officer of the Company from January
1988 through May 1991. Partner of Lubin, Delano &
Company, an investment banking and consulting firm,
for more than five years. Director of the Company
since 1985.
Kenneth I. Greenstein 66 Secretary of the Company since September 1979.
Stockholder of a professional corporation which is a
partner in Nixon, Hargrave, Devans & Doyle LLP, a
law firm, for more than five years. Director of the
Company since 1978.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
Michael A. Lubin 46 Chairman of the Board of the Company since May 1991
and Chief Executive Officer of the Company from
January 1988 through May 1991. Partner of Lubin,
Delano & Company, an investment banking and
consulting firm, for more than five years. Executive
Vice President and Chief Operating Officer of Salant
Corporation, a manufacturer of men's, women's and
children's apparel, since October 1995. Director of
the Company since 1985.
Arnold W. MacAlonan 77 Vice Chairman of the Board and Senior Vice President
of the Company from 1981 until retirement in
February 1986. Director of the Company since 1969.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors met four times during 1995. During 1995, each of
the directors attended 75% or more of the meetings held by the Board of
Directors and 75% or more of the meetings held by the Committees of the Board of
Directors on which such person served.
- 4 -
<PAGE> 7
As of December 31, 1995, the Board of Directors had standing Audit and
Compensation Committees. The members of those Committees were as follows:
<TABLE>
<CAPTION>
NAME OF COMMITTEE CHAIRMAN OTHER MEMBER
----------------- -------- ------------
<S> <C> <C>
Audit Committee Arnold W. MacAlonan Kenneth I. Greenstein
Compensation Committee William B. Conner Phillips E. Patton
</TABLE>
The Audit Committee, which is comprised of two non-management members of
the Board of Directors, met two times during 1995. Its functions included
consulting periodically with the Company's independent auditors as to the
nature, scope and results of their audit of the accounts of the Company,
reviewing the Company's internal accounting controls and procedures and such
other related matters as the Audit Committee deemed advisable.
The Compensation Committee, which is comprised of two members of the
Board of Directors (none of whom is an employee of the Company or eligible to
receive restricted stock awards pursuant to the Company's 1986 Restricted Stock
Award Plan), met two times during 1995. Its functions included reviewing
salaries, cash bonus awards and existing or potential compensation plans for the
Company's executive officers and other key employees and making recommendations
to the Board of Directors regarding such salaries, cash bonus awards and
incentive compensation plans. Additionally, this Committee administers the 1983
Incentive Stock Option Plan and the 1986 Restricted Stock Award Plan. The
Committee is responsible for, among other matters, determining the employees of
the Company to whom, and the time or times at which, options or awards shall be
granted as well as the number of shares issuable upon exercise of each option to
be awarded.
Each member of the Board of Directors receives an annual fee of $8,000.
Each member of the Company's Audit Committee receives an additional annual fee
of $4,000. Directors receive $1,000 for each Board or Committee meeting attended
in person as well as reasonable out-of-pocket expenses incurred in connection
with attending such meetings. Directors receive $250 for each Board meeting and
each Audit Committee meeting attended by telephone. There are no other fees paid
to directors for services rendered as members of the Board of Directors or
Committees of the Board of Directors.
- 5 -
<PAGE> 8
EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES
The following table sets forth certain information concerning the
executive officers and other key employees of the Company.
<TABLE>
<CAPTION>
NAME POSITION AND OFFICES AGE
---- -------------------- ---
<S> <C> <C>
Michael A. Lubin Chairman of the Board 46
Warren Delano President 45
Dennis J. Welhouse Senior Vice President, Chief Financial Officer 47
and Assistant Secretary
Kelly L. MacMillan Treasurer 30
James B. Bergman President of Lexington Components, Inc., a 51
subsidiary of the Company ("LCI"), and
President of the Electrical Insulator Division
of LCI
Keith G. Blockinger President of the Precision Seals Division of 37
LCI
Robert A. Dewey President of Ness Precision Products, 41
a division of the Company ("Ness")
Arthur K. Martin President of Falconer Die Casting Company, 67
a division of the Company ("Falconer")
John C. Miller President of Lexington Manufacturing, 38
a division of the Company
</TABLE>
Mr. Lubin has been Chairman of the Board of the Company since May 1991.
Mr. Lubin was Chief Executive Officer of the Company from January 1988 through
May 1991. For more than five years, Mr. Lubin has been a partner of Lubin,
Delano & Company, an investment banking and consulting firm which has been
retained by the Company. Since October 1995, Mr. Lubin has served as Executive
Vice President and Chief Operating Officer of Salant Corporation, a manufacturer
of men's, women's and children's apparel.
Mr. Delano has been President of the Company since January 1988. Mr.
Delano was Chief Operating Officer of the Company from January 1988 through May
1991. For more than five years, Mr. Delano has been a partner of Lubin, Delano &
Company, an investment banking and consulting firm which has been retained by
the Company.
Dennis J. Welhouse has been Senior Vice President of the Company since
March 1992 and Chief Financial Officer and Assistant Secretary of the Company
since November 1988. Mr. Welhouse was Vice President-Finance of the Company from
November 1988 through March 1992.
Kelly L. MacMillan has been Treasurer of the Company since July 1995.
Ms. MacMillan was Assistant Treasurer of the Company from November 1991 through
June 1995. Prior to joining the Company in July 1991, Ms. MacMillan was employed
as an audit senior for Arthur Andersen LLP.
James B. Bergman has been President of LCI since July 1989 and President
of the Electrical Insulator Division of LCI since January 1996. Mr. Bergman was
President of Elastomeric Products, Inc., a former subsidiary of the Company
which was merged into LCI in April 1991 ("EPI"), from July 1989 through April
1991.
- 6 -
<PAGE> 9
Keith G. Blockinger has been President of the Precision Seals Division
of LCI since July 1995. Mr. Blockinger was Vice President of LCI and General
Manager of the Precision Seals Division from December 1992 through June 1995 and
General Manager of the Precision Seals Division from April 1991 to December
1992. Prior to April 1991, Mr. Blockinger was General Manager of EPI.
Robert A. Dewey has been President of Ness since May 1991. Mr. Dewey was
Vice President, General Manager of the Casa Grande, Arizona, facility of Ness
from March 1989 through May 1991.
Arthur K. Martin has been President of Falconer for more than five
years.
John C. Miller has been President of Lexington Manufacturing since April
1995. Mr. Miller was Vice President, Engineering of LCI from January 1993
through March 1995 and Corporate Process Engineer of LCI from January 1992
through January 1993. Prior to joining the Company in January 1992, Mr. Miller
was employed as a project engineer for Robbin Industries, Inc., a manufacturer
of rubber components.
Each of the Company's executive officers and other key employees serves
at the pleasure of the Board of Directors.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock, as of April 1, 1996, by each director and director nominee, by
each of the named executive officers and by all directors and executive officers
as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS OWNED
------------------------ ---------------------- -----------
<S> <C> <C>
Michael A. Lubin 1,430,934(2) 32.2%
Warren Delano 1,300,547(3) 29.3
William B. Conner 219,906(4) 5.2
Phillips E. Patton 92,000 2.2
Dennis J. Welhouse 65,842 1.6
Kenneth I. Greenstein 35,636(5) *
Arnold W. MacAlonan 10,000(6) *
Directors and executive officers
as a group (8 persons) 3,154,865(7) 67.4
</TABLE>
- - ---------------------------------------
* Less than one percent.
(1) The persons named in the table have sole voting and dispositive power with
respect to all shares of the Company's Common Stock shown as beneficially
owned by them, except as set forth in the notes to the table and subject to
community property laws, where applicable.
(2) Includes (i) 35,000 shares owned by each of Mr. Lubin's two minor sons with
respect to which Mr. Lubin acts as custodian under the New York Uniform
Gifts to Minors Act, (ii) 222,200 shares which Mr. Lubin has the right to
acquire upon the conversion of $505,000 principal amount of the Company's
14% Convertible Notes owned by Mr. Lubin at an initial conversion price
(subject to adjustment) of $2.27273 per share of Common Stock, (iii) 50,000
shares owned by an Individual Retirement Account of Mr. Lubin and (iv)
50,000 shares owned by a profit sharing plan of which Mr. Lubin is a
beneficiary.
(footnotes continued on next page)
- 7 -
<PAGE> 10
(footnotes continued from prior page)
(3) Includes (i) 217,800 shares which Mr. Delano has the right to acquire upon
the conversion of $495,000 principal amount of the Company's 14% Convertible
Notes owned by Mr. Delano at an initial conversion price (subject to
adjustment) of $2.27273 per share of Common Stock, (ii) 110,750 shares owned
by Individual Retirement Accounts of Mr. Delano and (iii) 50,000 shares
owned by a profit sharing plan of which Mr. Delano is a beneficiary.
(4) Includes 158,594 shares owned by Conner Holding Company, a Nevada
corporation, of which Mr. Conner is President, a director and majority
stockholder.
(5) Includes 8,170 shares owned by a pension plan of which Mr. Greenstein is
sole beneficiary.
(6) Represents, shares of Common Stock which Mr. MacAlonan has the right to
acquire through the conversion of 675 shares of the Company's Series B
Preferred Stock. Does not include the following equity securities in which
Mr. MacAlonan disclaims any beneficial interest: (i) 11,268 shares of Common
Stock owned by Mr. MacAlonan's wife; (ii) 10,311 shares of Common Stock
which Mr. MacAlonan's wife has the right to acquire through the conversion
of 696 shares of Series B Preferred Stock; or (iii) 11,319 shares of Common
Stock which a trust of which Mr. MacAlonan's wife is one of three contingent
beneficiaries has the right to acquire through the conversion of 764 shares
of Series B Preferred Stock.
(7) See footnotes 1 through 6, above.
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), and the rules promulgated thereunder require 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 ("SEC") and to
furnish to the Company copies of all such filings. The Company has determined,
based solely upon a review of (i) those reports and amendments thereto furnished
to the Company during and with respect to the year ended December 31, 1995, and
(ii) written representations from certain reporting persons, that (a) each of
Mr. Lubin and Mr. Delano was inadvertently late in filing a Form 4 reporting the
purchase of 8,611 shares of the Company's common stock, (b) Arthur K. Martin was
inadvertently late in filing a Form 4 reporting the purchase through option
exercise of 10,000 shares of the Company's common stock and subsequent sale of
17,222 shares, (c) Kelly L. MacMillan was inadvertently late in filing a Form 3
reporting her status as an officer of the Company effective July 1, 1995, and
(d) Messrs. Blockinger and Miller inadvertently failed to file Form 3's
reporting their status as key employees of the Company effective April 1 and
July 1, 1995, respectively.
EXECUTIVE COMPENSATION
The following table summarizes compensation, for the Company's past
three fiscal years, paid to the Company's chief executive officer and other most
highly compensated executive officers whose total annual salary and bonus
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND FISCAL ------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)
- - --------------------------- ------ --------- ----------- ---------------
<S> <C> <C> <C> <C>
Michael A. Lubin 1995 211,250(2) 175,000(3) -0-
Chairman of the 1994 188,667(2) -0- -0-
Board and Director 1993 158,250(4) 164,205(5) -0-
Warren Delano 1995 211,250(6) 175,000(3) -0-
President and Director 1994 188,417(6) -0- -0-
1993 158,250(7) 164,205(5) -0-
Dennis J. Welhouse 1995 126,552 28,474 6,741(8)
Senior Vice President, 1994 121,680 -0- 7,525(8)
Chief Financial Officer 1993 117,000 35,100 5,702(8)
and Assistant Secretary
</TABLE>
- - ---------------------------------------
(footnotes on next page)
- 8 -
<PAGE> 11
(footnotes to table from prior page)
(1) Amounts reported in a particular year reflect bonuses earned for services
rendered in that year and paid in that year or the following year.
(2) Represents (i) compensation in the amounts of $200,000 and $175,000,
respectively, paid indirectly to Mr. Lubin through Lubin, Delano & Company
pursuant to the 1995 and 1994 compensation packages with Lubin, Delano &
Company for his services rendered as an executive officer of the Company and
(ii) fees paid to Mr. Lubin for serving as a member of the Company's Board
of Directors. Lubin, Delano & Company is an investment banking and
consulting firm of which Messrs. Lubin and Delano are the two partners. See
"Compensation Committee Report on Executive Compensation" and "Certain
Relationships and Transactions."
(3) Amount represents (i) a bonus payment of $75,000 and (ii) 50% of a $200,000
fee paid in cash to Lubin, Delano & Company for services rendered in
connection with the refinancing of certain of the Company's indebtedness on
January 31, 1995.
(4) Represents (i) compensation in the amount of $50,000 paid indirectly to Mr.
Lubin through Lubin, Delano & Company for his services rendered as an
executive officer of the Company, (ii) compensation in the amount of
$100,000 paid indirectly to Mr. Lubin through Lubin, Delano & Company
pursuant to an Investment Banking and Consulting Agreement and (iii) fees
paid to Mr. Lubin for serving as a member of the Company's Board of
Directors. See "Certain Relationships and Transactions."
(5) Represents 50% of a $328,410 fee paid to Lubin, Delano & Company, pursuant
to an Investment Banking and Consulting Agreement, for services rendered in
connection with the restructuring of the Company's indebtedness, which was
consummated on January 18, 1994. The fee was comprised of cash compensation
of $250,000 and 100,000 shares of the Company's Common Stock having an
estimated fair market value, as of January 18, 1994, of $78,410 (based upon
then-current known large block trades executed at arms' length as well as
conversations with market-makers in the Company's Common Stock). See
"Certain Relationships and Transactions."
(6) Represents (i) compensation in the amounts of $200,000 and $175,000,
respectively, paid indirectly to Mr. Delano through Lubin, Delano & Company
pursuant to the 1995 and 1994 compensation packages with Lubin, Delano &
Company for his services rendered as an executive officer of the Company and
(ii) fees paid to Mr. Delano for serving as a member of the Company's Board
of Directors. See "Compensation Committee Report on Executive Compensation"
and "Certain Relationships and Transactions."
(7) Represents (i) compensation in the amount of $50,000 paid indirectly to Mr.
Delano through Lubin, Delano & Company for his services rendered as an
executive officer of the Company, (ii) compensation in the amount of
$100,000 paid indirectly to Mr. Delano through Lubin, Delano & Company
pursuant to an Investment Banking and Consulting Agreement and (iii) fees
paid to Mr. Delano for serving as a member of the Company's Board of
Directors. See "Certain Relationships and Transactions."
(8) Represents (i) Company contributions of $6,252, $7,064 and $5,265 made to
Mr. Welhouse's account under the Company's 401(k) Plan in 1995, 1994 and
1993, respectively; and (ii) insurance premiums in the amount of $489, $461
and $437 paid by the Company in respect of term life insurance owned by Mr.
Welhouse in 1995, 1994 and 1993, respectively.
No stock options were granted to any of the persons named in the Summary
Compensation Table above during 1995. No stock appreciation rights have been
issued to any of such persons. The following table sets forth, for each of such
persons, information concerning stock options exercised during 1995 and
unexercised stock options.
- 9 -
<PAGE> 12
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
----------------------------------------------
AND FY-END OPTION VALUES
------------------------
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- - ----------------------- ------------ --------------- -------------- -----------------
<S> <C> <C> <C> <C>
Michael A. Lubin -0- -0- -0- -0-
Warren Delano -0- -0- -0- -0-
Dennis J. Welhouse 5,000 4,375(1) -0- -0-
- - ---------------------------------------
<FN>
(1) Amount based on an estimated market value of $2.50 per share on May 19,
1995, the exercise date.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised of two non-employee directors of
the Company. The Compensation Committee is responsible, subject to the approval
of the Board of Directors, for administering the Company's compensation program.
COMPENSATION PHILOSOPHY AND POLICY
The Company's compensation program generally is designed to motivate and
reward the Company's executive officers and other personnel responsible for
attaining financial, operational and strategic objectives that will contribute
to the overall goal of enhancing stockholder value. In administering the plan,
the Compensation Committee assesses the performance of individuals and the
Company relative to those objectives.
The Company's compensation program generally provides incentives to
achieve annual and longer term objectives. The principal elements of the
compensation plan include base salary, cash bonus awards and stock awards in the
form of grants of restricted Common Stock. These elements generally are blended
in order to provide compensation packages which provide competitive pay, reward
the achievement of financial, operational and strategic objectives designed to
enhance stockholder value and align the interests of the Company's executive
officers and other high level personnel with those of the Company's
stockholders.
BASE SALARY. Messrs. Delano and Lubin are compensated indirectly by the
Company through payments made to Lubin, Delano & Company, an investment banking
and consulting firm of which they are the only partners. During 1995, the
aggregate annual payments made to Lubin, Delano & Company for services provided
by Messrs. Delano and Lubin in the capacities of President and Chairman of the
Board, respectively, were $400,000. The Company's arrangements with Lubin,
Delano & Company also provided for additional compensation as agreed upon for
services provided by Lubin, Delano & Company in connection with any
acquisitions, divestitures, financings or similar transactions involving the
Company and an incentive fee based upon the Company's performance as measured
against its 1995 budgeted operating profit. Pursuant to these arrangements,
during 1995 the Company paid additional compensation of $200,000 to Lubin,
Delano & Company for services provided by Lubin, Delano & Company in connection
with a refinancing of certain of the Company's indebtedness which was completed
on January 31, 1995, and accrued $150,000 for 1995 incentive fees owing to
Lubin, Delano & Company.
- 10 -
<PAGE> 13
The compensation package for Lubin, Delano & Company for investment
banking and financial advisory services was determined as a result of
negotiations between the Company and Lubin, Delano & Company. The compensation
paid for the combined services of Messrs. Delano and Lubin as President and
Chairman of the Board of the Company, respectively, was determined by
considering the competitive marketplace for executive talent and the
responsibilities of such positions after taking into account the compensation
payable to Lubin, Delano & Company for investment banking and financial advisory
services. During October 1995, Mr. Lubin was named Executive Vice President and
Chief Operating Officer of Salant Corporation. The Compensation Committee
believes that, notwithstanding Mr. Lubin's engagement by Salant Corporation, the
compensation package payable to Lubin, Delano & Company for the combined
services of Messrs. Delano and Lubin over the course of the year as executive
officers of the Company comports with the Compensation Committee's subjective
perception of the base compensation levels of chief executives employed by other
industrial companies, both public and private.
The Company, through the Compensation Committee, and Lubin, Delano &
Company are discussing the compensation arrangements for 1996. Pending the
resolution of such discussions, Lubin, Delano & Company is being compensated for
the services provided by Messrs. Delano and Lubin to the Company at the basic
fee rate of $400,000 per year.
In determining the base pay levels and increases therein for the other
executive officers and key employees of the Company, the Compensation Committee
considers the compensation paid by a group of industrial companies which are
generally similar to the Company. The number and composition of the group with
which the Company compares itself for this purpose is subject to change as the
companies change size or focus, merge or are acquired. Base pay levels, prior to
taking into account other factors considered by the Compensation Committee, are
at the mid-range of base pay levels for such group of companies. The
Compensation Committee believes that the Company's most direct competitors are
private companies which do not publicly disclose executive compensation,
financial condition or operating performance information. The Compensation
Committee also believes that the companies with which the Company compares
itself for determining executive compensation are not necessarily included in
the indices used to compare stockholder returns which are contained elsewhere in
the Proxy Statement in which this report appears. In determining the salary
component of the cash compensation packages and base pay levels and increases
for these officers and employees, the Compensation Committee also takes into
consideration the recent performance of the individual and the Company, the
experience of the individual and the scope and complexity of the position. The
Compensation Committee does not assign weights to these factors nor consider any
one more important than the others.
In evaluating the performance and setting the compensation of Messrs.
Delano and Lubin and the Company's other senior management during 1995, the
Compensation Committee took particular note of management's success in
restructuring the Company's operations over the last five years to maximize
efficiencies by (i) closing and consolidating certain of the Company's
facilities, (ii) improving the profitability of continuing operations by
creating specialized strategic business units focused on niche markets and
introducing technological improvements designed to permit the Company to service
these markets efficiently, (iii) acquiring and integrating complementary
businesses, (iv) constructing new facilities and relocating certain operations,
(v) discontinuing unprofitable divisions (vi) restructuring the Company's
capital structure and expanding of its working capital financing arrangements
and (vii) increasing the sales and pretax operating profits of the Company
during each of the last three years. These factors were considered in connection
with the transaction-related compensation paid to Lubin, Delano & Company in
respect of 1995.
INCENTIVE COMPENSATION PLAN. The Company has an incentive compensation
plan which provides for the payment of cash bonus awards to certain officers and
key employees of the Company to provide incentive to increase profitability
while efficiently managing the Company's assets. Cash bonus awards are paid to
eligible officers and key employees selected by an operating company president
and the president of the Company from bonus funds accumulated based upon the
performance of the Company or its operating companies, as appropriate, during
the prior year. The amount of an employee's award under the plan is based upon
the attainment of predetermined operating profit targets, sales targets, or
both; for the Company, the operating company or the manufacturing facility, as
well as such employee's personal performance and aggregate base salary received
- 11 -
<PAGE> 14
during the year. The Compensation Committee of the Company's Board of Directors
is responsible for the supervision of the plan. Messrs. Delano and Lubin were
eligible to receive compensation under the incentive compensation plan for 1995.
Messrs. Delano, Lubin and Welhouse received $75,000, $75,000 and $28,474,
respectively, pursuant to the Company's incentive compensation plan for services
rendered during 1995.
STOCK AWARDS. To promote the Company's long-term objectives, stock
awards are made to officers and certain key employees who are in a position to
make a significant contribution to the Company's long-term success. The stock
awards are made pursuant to the Company's 1986 Restricted Stock Award Plan, in
the form of grants of restricted Common Stock.
A restricted stock award consists of a grant of a specified number of
shares of the Company's Common Stock with an appropriate restrictive legend
affixed thereto. Shares of restricted Common Stock may not be sold or otherwise
transferred by an employee until ownership vests in the employee, at the time
and in the manner specified by the Compensation Committee at the time of the
award.
Since the restricted stock awards vest and may grow in value over time,
these components of the Company's compensation plan are designed to reward
performance over a sustained period and to enhance stockholder value through the
achievement of corporate objectives. The Company intends that these awards will
strengthen the focus of its officers and other key employees on managing the
Company from the perspective of a person with an equity stake in the Company.
Stock awards are not granted each year. In selecting recipients and the
size of grants, the Compensation Committee considers various factors such as the
potential of the recipient, prior grants, a comparison of awards made to
officers in comparable positions at similar companies and Company performance.
The assessment of Company performance may include an analysis of (i) growth in
earnings and market share and (ii) Company earnings as compared to earnings
growth of other precision component parts manufacturers. No stock awards were
made during 1995.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Beginning in 1994, the
Internal Revenue Code (the "Code") imposed limitations upon the federal income
tax deductibility of compensation paid to the Company's chief executive officer
and to each of the other four most highly compensated executive officers. Under
these limitations, the Company may deduct such compensation only to the extent
that during any fiscal year the compensation does not exceed $1,000,000 or meets
certain specified conditions (such as stockholder approval). Based on the
Company's current compensation plans and policies, the Company and the
Compensation Committee believe that, for the near future, there is little risk
that the Company will lose any significant tax deduction for executive
compensation. The Company's compensation plans and policies will be modified to
ensure full deductibility of executive compensation if the Company and the
Compensation Committee determine that such an action is in the best interests of
the Company.
COMPENSATION COMMITTEE
William B. Conner, Chairman
Phillips E. Patton
- 12 -
<PAGE> 15
STOCK PRICE PERFORMANCE
Set forth below is a line graph comparing the yearly cumulative total
stockholder return on the Common Stock, based on the market price of the Common
Stock, with the cumulative total return of companies in the S & P 500 Stock
Index and the NASDAQ Market Index.
COMPARISON OF FIVE YEAR TOTAL RETURN
FOR LEXINGTON PRECISION CORPORATION, S&P 500 STOCK INDEX AND NASDAQ MARKET INDEX
[FIGURE]
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------
LEXINGTON PRECISION CORPORATION
SHARE OF COMMON STOCK S&P 500 STOCK INDEX NASDAQ MARKET INDEX
- - --------------------------------------------------------------------------------------------------
CLOSING INDEXED TO INDEXED TO INDEXED TO
DATE PRICE 12/31/90 CLOSE 12/31/90 CLOSE 12/31/90
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
12/31/90 $ 0.25 $ 100.00 330.22 $100.00 373.84 $100.00
12/31/91 0.25 100.00 417.09 126.31 586.34 156.84
12/31/92 0.25 100.00 435.71 131.95 676.95 181.08
12/31/93 1.00 400.00 466.45 141.25 776.82 207.79
12/31/94 1.75 700.00 459.27 139.08 751.96 201.14
12/31/95 2.50 1,000.00 615.93 186.52 1,052.14 281.44
- - --------------------------------------------------------------------------------------------------
</TABLE>
As of December 31, 1991, 1992 and 1993, no material trading data for the
Company's Common Stock was publicly available. For purposes of the above graph,
the Company utilized a bid quotation for the Company's Common Stock of $0.25 per
share, and $1.00 per share as of December 31, 1993 based upon conversations with
market-makers in the Company's Common Stock. Since April 8, 1994, trading
information has been available from the OTC Bulletin Board provided by the
National Association of Securities Dealers. Using this information the Company
has estimated that the market price of the Company's common stock as of December
31, 1994 and 1995 was $1.75 and $2.50 per share, respectively. The Company
believes that five brokerage firms currently make a market in the Company's
Common Stock, although both bid and asked quotations may at times be limited.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
Conner and Patton. Until June 1993, Mr. Conner was the President of
Robinson-Conner, Inc., an insurance brokerage firm which specialized in
providing a complete line of commercial insurance coverage, life and accident
insurance and third-party administration of health claims. Robinson-Conner, Inc.
was purchased by Acordia, Inc., a holding company for insurance brokerage,
claims administration and employee benefits consulting companies, in April 1991.
Mr. Conner has been a director of Acordia, Inc. since April 1991 and was
Executive Vice President of Acordia, Inc. from April 1991 until March 1993.
After a competitive bidding process, the Company has from time to time secured
large portions of its insurance coverage through and purchased its third-party
administration services from certain subsidiaries of Acordia, Inc. During 1995,
Acordia of Western Pennsylvania, a subsidiary of Acordia, Inc., acted as agent
in connection with the purchase of certain insurance coverages and the
collection of insurance company premiums and brokerage fees in the amount of
$798,000. The Company also paid Acordia
- 13 -
<PAGE> 16
National, a subsidiary of Acordia, Inc., fees in the amount of $88,000
for the administration of certain of the Company's group health insurance plans.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Warren Delano and Michael A. Lubin beneficially own 29.3% and 32.2%,
respectively, of the Common Stock of the Company.
Messrs. Delano and Lubin are successors to the rights of L&D Precision
Limited Partnership ("Precision") under a 1985 agreement between Precision and
the Company. Pursuant to the agreement, the Company enlarged its Board of
Directors and elected Messrs. Delano and Lubin, as Precision's representatives,
to the Company's Board of Directors and Executive Committee. Mr. Delano also was
elected to the Company's Compensation Committee and Mr. Lubin was elected to the
Company's Audit Committee. The agreement provides that so long as Precision or
its nominees holds beneficially and of record at least 325,000 shares of Common
Stock (subject to adjustment) issued to Precision in connection with a 1985
private placement (the "Private Placement"), the Company will utilize its best
efforts to ensure that (i) each of the representatives of Precision elected to
the Company's Board of Directors (or his successor designated by Precision) will
be nominated to serve in such capacity for each succeeding term of such
director, (ii) each of the two representatives of Precision then serving as a
director of the Company also will serve as a member of the Company's Executive
Committee and (iii) at least one of such representatives will serve on each of
the Audit Committee and the Compensation Committee of the Company's Board of
Directors. The agreement also provides that, so long as Precision holds
beneficially and of record at least 200,000 of such shares (subject to
adjustment), the Company will utilize its best efforts to ensure that (i) one of
the representatives of Precision elected to the Board of Directors (or his
successor designated by Precision) will be nominated to serve in such capacity
for each succeeding term of such director, (ii) such representative of Precision
also will serve as a member of the Executive Committee and (iii) such
representative will serve on each of the Audit Committee and the Compensation
Committee of the Board of Directors. Messrs. Delano and Lubin have waived their
rights to have representatives serve on the Executive Committee, the Audit
Committee and the Compensation Committee until such further time as they desire
to invoke such right.
Messrs. Delano and Lubin serve as the President and Chairman of the
Board of the Company, respectively, and are also the partners of Lubin, Delano &
Company, an investment banking and consulting firm. For 1995, the Company agreed
to compensate Messrs. Delano and Lubin indirectly through Lubin, Delano &
Company by payment of an annual fee of $400,000, an incentive fee based upon the
Company's performance as measured against its 1995 budgeted operating profit,
and additional compensation, as may be agreed to by the Company and Lubin,
Delano & Company, for investment banking and financial advisory services
rendered in connection with acquisitions, divestitures, financings and other
transactions consummated by the Company during 1995. The Company also has agreed
to reimburse Lubin, Delano & Company for certain expenses. Pursuant to these
arrangements, during 1995, the Company paid a fee to Lubin, Delano & Company of
$400,000 as compensation for the combined services of Messrs. Delano and Lubin
as President and Chairman of the Board of the Company, respectively, and accrued
incentive compensation in the amount of $150,0000 based upon the 1995 operating
profit of the Company. For services provided in connection with a refinancing of
certain of the Company's indebtedness on January 31, 1995, the Board of
Directors of the Company approved the payment to Lubin, Delano & Company of a
fee consisting of $200,000 in cash.
The Company, through the Compensation Committee, and Lubin, Delano &
Company are discussing the compensation arrangements for 1996. Pending the
resolution of such discussions, Lubin, Delano & Company is being compensated for
the services provided by Messrs. Delano and Lubin to the Company at the basic
fee rate of $400,000 per year.
Messrs. Delano and Lubin and their affiliates are holders of $1,500,000
principal amount of the Company's 12 3/4% Senior Subordinated Notes due February
1, 2000, $1,000,000 principal amount of the
- 14 -
<PAGE> 17
Company's 14% Junior Subordinated Convertible Notes due May 1, 2000 and
$347,000 principal amount of the Company's 14% Junior Subordinated
Nonconvertible Notes due May 1, 2000. In 1995, Messrs. Delano and Lubin and
their affiliates received interest payments on these notes in the aggregate
amount of $188,545.
The Company made cash payments in respect of fees and expenses of
approximately $376,000 to the law firm of Nixon, Hargrave, Devans & Doyle LLP
during 1995. Kenneth I. Greenstein, Secretary and a director of the Company, is
a stockholder of a professional corporation which is a partner in that law firm.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, on the recommendation of the Audit Committee,
has appointed the firm of Ernst & Young LLP, independent public accountants, to
audit the accounts of the Company for the year ending December 31, 1996. Ernst &
Young LLP has been employed by the Company as its independent auditor since the
year ended May 31, 1989.
Stockholders are asked to approve the action of the Board of Directors
in appointing Ernst & Young LLP. It is intended that, unless marked to the
contrary, the shares represented by proxy shall be voted for the ratification of
such appointment.
It is expected that a representative of Ernst & Young LLP will be
present at the Annual Meeting to answer questions of stockholders and will have
the opportunity, if desired, to make a statement.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next annual
meeting (to be held in 1997) must be received by the Secretary of the Company on
or before December 4, 1996 in order to be included in the proxy statement and
the proxy for that meeting. Proposals should be directed to Secretary, Lexington
Precision Corporation, 767 Third Avenue, New York, New York 10017.
OTHER MATTERS
Management does not know of any other matters which are likely to be
brought before the Annual Meeting. However, in the event that any other matters
properly come before the Annual Meeting, the persons named in the enclosed proxy
will vote in accordance with their judgment on such matters.
A copy of the Company's Report to Stockholders for the year ended
December 31, 1995, which includes financial statements and related data,
accompanies this Proxy Statement.
According to SEC rules, the information presented in this Proxy
Statement under the captions "Compensation Committee Report on Executive
Compensation" and "Stock Price Performance" shall not be deemed to be
"soliciting material" or to be filed with the SEC under the Securities Act of
1933 or the Securities Exchange Act of 1934 and nothing contained in any
previous filings made by the Company under such Acts shall be interpreted as
incorporating by reference the information presented under the specified
captions.
By Order of the Board of Directors,
Kenneth I. Greenstein
Secretary
Dated: April 15, 1996
New York, New York
- 15 -
<PAGE> 18
LEXINGTON PRECISION CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017
P
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
R THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 16, 1996
The undersigned hereby appoints as Proxies, WARREN DELANO and
O DENNIS J. WELHOUSE, each with full power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated
X below, all shares of capital stock of Lexington Precision
Corporation held of record by the undersigned on April 1, 1996,
Y at the Annual Meeting of Stockholders to be held on May 16, 1996
and any adjournments thereof.
<TABLE>
<S> <C>
Nominees for election as directors: COMMENTS OR CHANGE OF ADDRESS
William B. Conner ___________________________________________
Phillips E. Patton
___________________________________________
___________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. YOU ARE
ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL (OTHER THAN PROPOSAL 3),
THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES OF AMERICA.
SEE REVERSE
SIDE
<PAGE> 19
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
</TABLE>
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C>
1. Election of / / / / 2. Ratify the appointment / / / / / /
Directors of Ernst & Young LLP
(see reverse) as independent auditors.
For, except vote withheld from the following nominee(s): 3. In their discretion, the proxies are authorized to vote
________________________________________________________ upon any other business that may properly come
before the meeting.
Comments / /
or
Change of
Address
Plan to / /
Attend
Meeting
IF SHARES ARE REGISTERED IN MORE THAN ONE NAME,
THE SIGNATURES OF ALL SUCH PERSONS ARE REQUIRED.
A CORPORATION SHOULD SIGN IN ITS FULL CORPORATE
NAME BY A DULY AUTHORIZED OFFICER STATING HIS
TITLE. TRUSTEES, GUARDIANS, EXECUTORS AND
ADMINISTRATORS SHOULD SIGN IN THEIR OFFICIAL
CAPACITY GIVING THEIR FULL TITLE AS SUCH.
IF A PARTNERSHIP, PLEASE SIGN IN THE PARTNERSHIP
NAME BY AUTHORIZED PERSONS.
SIGNATURE(S)_______________________________________________ DATE__________
SIGNATURE(S)_______________________________________________ DATE__________
NOTE: Please sign exactly as name appears hereon.
</TABLE>
