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 240.14a-11(c) or 240.14a-12
BURKE MILLS, INC.
(Name of Registrant as Specified In Its Charter)
S. Scott Womack
(Name of Person(s) Filing Proxy Statement)
Payment Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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:
Common stock
------------
2) Aggregate number of securities to which transaction
applies:
2,741,168
---------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
N/A
<PAGE>
4) Proposed maximum aggregate value of transaction:
N/A
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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>
BURKE MILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
1995
The 1995 annual meeting of the shareholders of Burke Mills, Inc.
("the Company") will be held at the executive offices of the Company,
191 Sterling Street N.W., Valdese, North Carolina, at 2:00 P.M. on Tuesday,
May 16, 1995, for the following purposes:
(1) To elect five directors to serve until the next annual meeting
of the shareholders and until their successors shall be elected and
shall qualify.
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on March 30, 1995, has been fixed as the record
date for the determination of the shareholders entitled to notice of and to
vote at said meeting.
Management hopes all shareholders can attend this meeting. Whether
or not you expect to be present, you are requested to date and sign the
enclosed proxy and return it promptly in the enclosed envelope. The proxy
will be returned to any shareholder who attends the meeting and requests such
return.
By order of the Board of Directors
Pender R. McElroy
Secretary of Burke Mills, Inc.
April 13, 1995
<PAGE>
PROXY STATEMENT
Annual Meeting of the Shareholders
of Burke Mills, Inc. to be held
May 16, 1995
SOLICITATION AND REVOCATION OF APPOINTMENT OF PROXY
The enclosed appointment of proxy is solicited by the board of
directors of Burke Mills, Inc. ("the Company"). It is revocable upon
receipt of written notice of revocation by the Secretary of the Company at
any time before it is exercised. If the enclosed appointment of proxy is
signed and returned, the shares covered by the appointment will be voted at
the meeting (and all adjourned sessions).
The cost of soliciting appointments of proxy will be borne by the
Company, and such costs are not expected to exceed an amount normally
expended for a solicitation for an election of directors in the absence of
a contest and costs represented by salaries and wages of regular employees
and officers, who will carry out any solicitations to be made, which amount
is not expected to exceed $1,000.00.
The mailing address of the principal executive offices of the
Company is:
Burke Mills, Inc.
Post Office Box 190
Valdese, North Carolina 28690
The approximate date on which the proxy statements and proxy cards
are first sent or given to shareholders is April 13, 1995.
VOTING RIGHTS
The holders of stock of the Company on March 30, 1995 are the only
shareholders entitled to notice of and to vote at the meeting of shareholders
on May 16, 1995 and at any adjournments thereof. On March 30, 1995 (the
record date) there were 2,741,168 shares of stock outstanding and entitled
to vote. Each share of stock is entitled to one vote.
<PAGE>
CUMULATIVE VOTING FOR DIRECTORS
Every shareholder entitled to vote for the election of directors
shall have the right to cast one vote per share outstanding in the name of
such shareholder for as many persons as there are directors to be elected
and for whose election he, she or it has a right to vote.
If at the time of the election the stock transfer book of the Company
discloses, or it otherwise appears, that there is one shareholder who owns
or controls more than one-fourth of the voting stock of the Company, then
under North Carolina law the right of cumulative voting shall exist. It is
not management's intention to call for cumulative voting but the right to do
so is reserved. The right of cumulative voting may be exercised by any
shareholder or proxyholder who announces in open meeting, before the voting
for directors starts, his or her intention so to vote cumulatively; the chair
shall then declare that all shares entitled to vote have the right to vote
cumulatively.
If the right of cumulative voting exists, a shareholder may cumulate
his or her votes by giving one candidate as many votes as the number of
directors to be elected multiplied by the number his or her shares shall
equal, or by distributing such votes on the same principle among any number
of such candidates.
The right of cumulative voting shall not be exercised unless some
shareholder or proxyholder announces in open meeting, before the voting for
directors starts, his or her intention so to vote cumulatively. If such
announcement is made, the chair shall declare that all shares entitled to
vote have the right to vote cumulatively and shall thereupon grant a recess
of not less than one nor more than four hours, as the chair shall determine,
or of such period of time as is then unanimously agreed upon.
Discretionary authority to cumulate votes is solicited for the
holders of the proxies.
Discretionary authority to cumulate votes is solicited because the
right to cumulative voting exists for all shareholders under North Carolina
law. Such solicitation is fully consistent with the purpose of
North Carolina law (to enable minority shareholders to have representation
on the board of directors) in that the cumulation of votes by management
will not and cannot prevent minority shareholders who own at least one-sixth
of the outstanding stock plus one share from electing one director if such
shareholders vote cumulatively.
<PAGE>
SUBSTANTIAL SHAREHOLDERS
As of March 1, 1995 the following persons are the only persons
known to the Company to be the beneficial owners of more than five percent
of the common stock of the Company (the only voting securities of the
Company):
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- -------------------- --------
Common Naseus, Inc. 1,443,329 shares 52.7%
Stock Flat 72, Building 383 (Direct)
Road 1912
Manama Town 319, Bahrain
Common Humayun N. Shaikh 1,443,329 shares 52.7%
Stock Nafees Cotton Mills, Ltd. (Indirect)
Ismail Aiwan-i-Science
Shahrah-i-Jalaluddin Roomi
Lahore - 54600, Pakistan
Common Khalid A. H. Al Sagar 721,664 shares 26.3%
Stock Flat 72, Building 383 (Indirect)
Road 1912
Manama Town 319, Bahrain
United Arab Emirates
Common Hickory Industries, Inc. 270,000 shares 9.85%
Stock Box 429 (Direct)
Hickory, N.C. 28603
28603
Common Robert E. Bell, Jr. 270,000 shares 9.85%
Stock Hickory Industries, Inc. (Indirect)
Box 429
Hickory, N.C. 28603
The shares beneficially owned by Humayun N. Shaikh are shares owned
of record by Naseus, Inc. Naseus, Inc., a Panamanian corporation, holds
1,443,329 shares of the Company's stock as nominee for Khalid A. H. Al Sagar.
Mr. Al Sagar has sole investment power as to 721,664 shares of the stock of
the Company owned by Naseus, Inc. Humayun N. Shaikh, who is chairman,
treasurer and a director of the Company, holds the sole voting power as
to the stock of the Company owned by Naseus, Inc. and investment power as
to 721,665 shares of the stock of the Company owned by the Naseus, Inc.
Naseus, Inc. is a holding company for business interests and does not
conduct any active operations.
<PAGE>
Robert E. Bell, Jr. is the president, director and sole shareholder
of Hickory Industries, Inc. Hickory Industries, Inc. directly owns of
record 270,000 shares of the stock of the Company.
The Company is informed and believes that as of February 27, 1995
Cede & Co. held 622,913 shares of the Company (22.7%) as nominee for
Depository Trust Company, 55 Water Street, New York, New York 10004, that
Cede & Co. and Depository Trust Company both disclaim any beneficial
ownership thereof, and that such shares are held for the account of
numerous other persons, no one of whom is believed to beneficially own five
percent or more of the common stock of the Company.
ELECTION OF DIRECTORS
Five directors are to be elected at the annual meeting of
shareholders to be held on May 16, 1995. Directors are to be elected to
serve until the next annual meeting of shareholders and until their
successors shall be elected and shall qualify. Absent cumulative voting,
a plurality of the shares present in person and by proxy is necessary for
election of the directors. Votes will be counted by adding the votes by
proxy to the votes cast in person. Abstentions will not be counted in
favor of or against a motion. Broker non-votes are not counted.
The enclosed proxy will be voted in favor of the election of the
following nominees as directors:
Amount (Shares)
and Nature of
Name Principal Beneficial Percent
(Age)(Year lst Elected) Occupation Ownership of Class
- ----------------------- ---------- --------------- --------
Humayun N. Shaikh Chairman and 1,443,329 52.7%
(52) (1978) Treasurer of (Direct and
the Company Indirect)
Richard F. Whisenant President of 1,828 0.07%
(57) (1979) the Company (Direct)
Robert E. Bell, Jr. President, 270,000 9.9%
(52) (1993) Hickory Indus- (Indirect)
tries, Inc.
Robert P. Huntley Executive Vice 120,000 4.4%
(57) (1993) President, (Direct)
Newton Transpor-
tation Company,
Inc.
Ahmed H. Shaikh CEO, Nafees Cotton 0 0.0%
(26) (1994) Mills, Ltd.
<PAGE>
All nominees are incumbents.
"Direct" ownership means ownership as record owner.
"Indirect" ownership means beneficial ownership other than as record owner.
Mr. Humayun Shaikh serves as a director of Nafees Cotton Mills, Ltd
(engaged in synthetic yarn spinning) of Lahore, Pakistan, and has so served
for more than the past five years. Until 1994 he was a director of Colony
Textile Mills, Ltd. (engaged in spinning and weaving of yarn and dyeing and
printing of fabric) and of National Security Insurance Co., Ltd. (engaged in
the writing of property and casualty insurance) both of Karachi, Pakistan,
and so served for more than the five years prior to 1994. Mr. Shaikh devotes
approximately half of his time to the management of the Company. Mr. Shaikh
served as President of the Company from January 1981 until May 1992, when he
became Chairman. He has been Treasurer of the Company since 1979.
Mr. Whisenant, prior to becoming President of the Company in
May 1992, served as Executive Vice President from January 1981 until
May 1992 and as Vice President of Manufacturing from 1978 to 1981. Prior
to that time Mr. Whisenant served as plant manager and manufacturing manager
of the knit division of the Company.
Mr. Bell has been President of Hickory Industries, Inc., Hickory,
North Carolina, since 1987. Hickory Industries, Inc. is a narrow fabric
manufacturer (draw cords, shoe laces, etc.) and shoe care products.
Mr. Bell is licensed as a certified public accountant and a certified
management accountant.
Mr. Huntley has been Executive Vice President of Newton
Transportation Company, Inc., Lenoir, North Carolina, since 1986.
Newton Transportation Company, Inc. is a long haul new furniture carrier.
Mr. Huntley has business interests in other areas including real estate,
lumber, fabric and furniture. Mr. Huntley is licensed as a certified public
accountant.
Mr. Ahmed Shaikh graduated from Brown University with a Bachelor of
Arts degree in Economics in May 1991. While in college, Mr. Shaikh worked
during the summer at Nafees Cotton Mills and at the Company. Upon his
graduation in 1991, he worked during the summer of 1991 at the Company.
From September 1991 to September 1992, Mr. Shaikh was employed by Colony
Textile Mills, Ltd. in Karachi, Pakistan, in a management position. Since
1992 Mr. Shaikh has been employed by Nafees Cotton Mills, Ltd. in a
management position, and on October 1, 1994 he became Chief Executive
Officer of this company. Mr. Shaikh is the son of Humayun Shaikh, Chairman
of the Board of the Company.
The board of directors of the Company met twice during the fiscal
year ended December 31, 1994. Mr. Humayun Shaikh, Mr. Whisenant and
Mr. Huntley attended both meetings. Mr. Bell attended one of the meetings.
Mr. Ahmed Shaikh was unable to attend either meeting.
<PAGE>
The board of directors of the Company does not have standing
nominating or compensation committees or any committees performing similar
functions. Mr. Whisenant, Mr. Bell and Mr. Huntley serve on the Board's
audit committee. The committee has met once since the beginning of the
fiscal year on January 2, 1994. The duties of the audit committee are to
review the work of the Company's auditors and to confer with the auditors
on matters concerning the annual audit.
STOCK OWNED BY OFFICERS AND DIRECTORS
As of March 30, 1995, the common stock of the Company (the only
class of equity securities of the Company) beneficially owned by the chief
executive officer, Humayun N. Shaikh, by the four most highly compensated
executive officers other than Mr. Shaikh, and by all officers and director
nominees as a group is as follows:
Amount (Shares)
and Nature of Percent
Name/Group Beneficial Ownership of Class
Humayun N. Shaikh 1,443,329 52.7%
Chairman and Treasurer Indirect
Richard F. Whisenant 1,828 0.07%
President Direct
S. Scott Womack
Vice President-Finance 0 0.00%
Richard F. Byers 6,000 0.20%
Vice President-Sales Direct
J. Ronald Shuffler 0 0.00%
Vice President-Manufacturing
All officers and director 1,841,757 67.2%
nominees as a group (Direct and
(8 persons) Indirect)
EXECUTIVE OFFICERS OF THE COMPANY
All executive officers of the Company are serving until the annual
or substitute annual meeting of directors and until their successors have
been duly elected and qualified. The current executive officers of the
Company, in addition to Humayun N. Shaikh and Richard F. Whisenant, are
as follows:
<PAGE>
S. Scott Womack (age 41) is Vice President-Finance of the Company,
having assumed that office in September 1994. Prior to that time,
Mr. Womack was Vice President of Finance at Tanner Industries, Inc.,
Rutherfordton, North Carolina, from 1992 to May 1994. From 1989 to 1992,
Mr. Womack served as corporate comptroller for Tanner Industries, Inc.
Richard Byers (age 55) is Vice President-Sales of the Company,
having assumed that office in December 1978. Mr. Byers served as production
control manager of the Company from 1968 to December 1978.
Maggie Simmons Hughes (age 55) is Vice President-Human Resources of
the Company, having assumed that office in May 1991. Ms. Hughes served as
personnel manager of the Company from 1980 to May 1991.
J. Ronald Shuffler (age 50) is Vice President-Manufacturing of the
Company, having assumed that office in May 1991. Mr. Shuffler served as
manufacturing manager of the Company from 1989 to May 1991, and as industrial
engineering manager of the Company from 1983 to 1989.
Pender R. McElroy (age 54) is Secretary of the Company, having
assumed that office in April 1981. Mr. McElroy is a member of the law firm
of James, McElroy & Diehl, P.A., Charlotte, North Carolina, legal counsel
for the Company.
Michael B. Smith (age 38) is Assistant Secretary of the Company,
having assumed that office in May 1985. Mr. Smith has been employed by the
Company as a cost accountant since 1978.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
All plan and non-plan compensation awarded to, earned by, or paid to
the chief executive officer, Humayun N. Shaikh, and to Richard F. Whisenant,
for the past three fiscal years is shown in the following table:
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)
- -----------------------------------------------------------------------------
Humayun N. Shaikh 1992 $ 84,000 0 0 0
Chairman 1993 $ 84,000 0 0 0
1994 $150,000 0 0 0
Richard F. Whisenant 1992 $ 70,000 0 0 764
President 1993 $109,333 0 0 2,112
1994 $115,000 0 0 $12,692
There is no executive officer of the Company whose total annual
salary and bonus during each of the last three fiscal years exceeded
$100,000, except for Humayun N. Shaikh and Richard F. Whisenant.
Annual compensation exceeded that figure during the last fiscal year for
Mr. Shaikh and the last two fiscal years for Mr. Whisenant.
The Company has no long-term compensation arrangements with its
executive officers.
For the last three fiscal years, the Company has paid Nafees Cotton
Mills, Ltd. $18,000 annually toward the expense of maintaining and operating
an office for the Company in Pakistan. Mr. Humayun N. Shaikh is a director
of Nafees Cotton Mills, Ltd.
The Company made matching contributions to its Savings and Retirement
Plan and Trust (401(k) Plan) during each of the last three fiscal years.
As a participant in that plan, Mr. Whisenant's account was allocated a
portion of each such contribution. Those amounts are shown under
"All Other Compensation" in the Summary Compensation Table.
Directors who are employed by the Company are not compensated for
services as directors. Directors not employed by the Company receive $500
for each board meeting or committee meeting attended. Mr. Humayun Shaikh
receives reimbursement for actual travel expenses incurred while travelling
for the Company.
The policy of the board of directors for compensation of the
Chief Executive Officer and the executive officers has been and is to
compensate those officers at a level as close to what the board believes is
competitive in the industry for companies of comparable size and geographic
location (the piedmont area of North and South Carolina). The board does
not tie company performance to the level of compensation of the
Chief Executive Officer or the other executive officers.
<PAGE>
Humayun N. Shaikh Richard F. Whisenant
Robert E. Bell, Jr. Robert P. Huntley
Ahmed H. Shaikh
COMPARATIVE SHAREHOLDER RETURN
The graph which follows compares the yearly percentage change in the
Company's cumulative shareholder return on its common stock with the
cumulative total return of (a) all United States companies traded on the
NASDAQ stock market and (b) 37 companies traded on the NASDAQ stock market
which carry NASDAQ Standard Industrial Classification (SIC) Code 22, being
companies producing textile mill products (which is an index published by
the Center for Research in Security Prices of the University of Chicago
Graduate School of Business, Chicago, Illinois.) A list of the 37 companies
will be provided to any shareholder upon written request.
<PAGE>
[Explanation of graph for purposes of electronic filing with the Securities
and Exchange Commission. Original graph not filed electronically.]
The performance graph shows dollar figures from $0 through $600 along the
left side of the graph. Along the base of the graph, the starting point is
December 29, 1989, and the graph is divided into five main segments, each
representing the year end from 1990 through 1994, and each of the five
segments is divided into 12 sections representing the twelve months of the
year. There are four lines on the graph:
(1) One line is a level undeviated line over the five-year period which
begins and ends at the $100 level.
(2) There is a solid line showing the total returns index for
Burke Mills, Inc.
(3) A broken line showing all the U.S. companies on the NASDAQ stock
market.
(4) Another broken line showing the total returns for 37 NASDAQ stocks
carrying the NASDAQ standard industrial classification code 22.
The legend on the graph indicates as follows:
<TABLE>
Legend
<CAPTION>
CRSP Total Returns
Index for: 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
<S> <C> <C> <C> <C> <C> <C>
Burke Mills, Inc. 100.0 57.1 66.7 66.7 104.8 285.7
Nasdaq Stock Market
(U.S. Companies) 100.0 84.9 136.3 158.6 180.9 176.9
NASDAQ Stocks
(SIC 2200-2299 U.S.
Companies)
Textile mill products 100.0 67.7 84.0 98.1 140.4 93.7
</TABLE>
<PAGE>
EXERCISE OF STOCK OPTIONS
No officer or director of the Company was granted, exercised or
realized any stock appreciation rights, options, or warrants during the
fiscal year ended December 31, 1994 and since that date through March 30,
1995.
DISCRETIONARY AUTHORITY
The proxy being solicited confers, and the holders of each proxy
shall have, discretionary authority to vote with respect to any of the
following matters:
(1) Matters which the persons making the solicitation do not know,
a reasonable time before the solicitation, are to be presented at the
meeting.
(2) Approval of the minutes of the prior meeting but such approval
shall not amount to ratification of the action taken at that prior meeting.
(3) The election of any person to any office for which a bona fide
nominee is named in the proxy statement and such nominee is unable to serve
or for good cause will not serve.
(4) Any proposal omitted from the proxy statement and form of proxy
pursuant to Rule 14a-8 or Rule 14a-9 of the Rules of the Securities and
Exchange Commission.
(5) Matters incident to the conduct of the meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Cole, Samsel & Bernstein LLC, New York, New York, is the independent
public accounting firm for the Company and is expected to serve in such
capacity through the end of the current fiscal year on December 30, 1995.
Cole, Samsel & Bernstein LLC, under the name of Cole, Roberts & Herbert,
was the independent public accounting firm for the Company for the fiscal
year ended December 31, 1994. A representative from Cole, Samsel &
Bernstein LLC is expected to be present at the annual shareholders meeting.
That representative will have the opportunity to make a statement if he
desires to do so and is expected to be available to respond to appropriate
questions.
FILING OF FORMS 3 AND 4
To the knowledge of the Company, all directors, officers, beneficial
owners of more than ten percent of the common stock of the Company and other
persons required to so file did file on a timely basis the reports required
by Section 16(a) of the Securities Exchange Act of 1934 on Form 3 and Form 4
during the most recent fiscal year and prior fiscal years.
<PAGE>
PROPOSALS OF SHAREHOLDERS
Any proposals of shareholders intended to be presented at the 1996
annual meeting of the shareholders, now scheduled for May 21, 1996, must be
received by the Company for inclusion in the Company's proxy statement and
form of proxy relating to that meeting not later than December 20, 1995.
Any such proposal must be received at the principal executive offices of
the Company.
FORM 1O-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED,
UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 1O-K, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES
THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1994. SUCH REQUEST SHOULD BE DIRECTED TO
PENDER R. McELROY, JAMES, McELROY & DIEHL, P.A., 600 SOUTH COLLEGE STREET,
CHARLOTTE, NORTH CAROLINA 28202.
<PAGE>
[Specimen of proxy card for purposes of electronic filing
with the Securities and Exchange Commission]
BURKE MILLS, INC.
APPOINTMENT OF PROXY
Annual Meeting of Shareholders, May 16, 1995
The undersigned shareholder hereby appoints Humayun N. Shaikh,
Chairman of the Company, and Richard F. Whisenant, President of the Company,
with full power of substitution, the lawful attorneys, agents and proxies of
the undersigned to vote all shares of Burke Mills, Inc. held by the
undersigned, cumulatively or not cumulatively, with respect to the election
of directors, at the Annual Meeting of its shareholders to be held at
2:00 P.M. on May 16, 1995, at the executive offices of the Company in
Valdese, North Carolina, and all adjourned sessions thereof, with all the
powers the undersigned would possess if personally present at such meeting,
and upon the following matters:
1. The election of the following persons who will be nominated
to serve as directors:
Humayun N. Shaikh Robert E. Bell, Jr.
Richard F. Whisenant Robert P. Huntley
Ahmed H. Shaikh
INSTRUCTIONS: You May Withhold Authority To Vote For Any Nominee By
Lining Through Or Otherwise Striking Out The Name Of Any Nominee. If You
Execute This Proxy In Such A Manner As Not To Withhold Authority To Vote
For The Election Of Any Nominee, This Proxy Shall Be Deemed To Grant Such
Authority.
2. Such other business and matters as may be brought before the
meeting or any adjournments thereof, including any matters which are not
known or anticipated a reasonable time before the solicitation.
The shares represented by this proxy will be voted as directed by
the shareholder. If the person solicited specifies that authority to vote
for a nominee for director be withheld, the shares will be voted in
accordance with such specification. If no direction is given, the shares
will be voted FOR all nominees for director. To be voted, the proxy must be
received prior to the meeting.
This Appointment of Proxy Confers Upon the Holders Discretionary
Authority To Vote On The Matters Specified In The Proxy Statement Under The
Heading "Discretionary Authority."
This Appointment of Proxy is Solicited By The Board of Directors Of
The Company.
Dated: , 1995
Signature of Shareholder
(Please Sign exactly as name appears
on this proxy. Executors, Trustees,
etc. should give full title).
