<PAGE>
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 [_] 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 Section 240.14a-11(c) or Section 240.14a-12
CALPROP CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $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:
-------------------------------------------------------------------------
(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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Notes:
<PAGE>
CALPROP CORPORATION
5456 MCCONNELL AVENUE
LOS ANGELES, CALIFORNIA 90066
----------------
NOTICE OF THE 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 1995
----------------
To the Shareholders of
Calprop Corporation:
The 1995 Annual Meeting of Shareholders of Calprop Corporation, a California
corporation, (the "Company"), will be held on May 25, 1995 at 2:00 p.m., local
time, at the Red Lion Inn, 6161 Centinela Avenue, Culver City, California, for
the following purposes, all as more fully set forth in the accompanying Proxy
Statement:
1. To elect five directors of the Company;
2. To consider and act upon an amendment to the Company's Director Stock
Option Plan ("the Plan") increasing the annual grant of options to purchase
shares of Common Stock per year from 5,000 to 7,500 shares;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 5, 1995 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting and any adjournments thereof.
By Order of the Board of Directors,
Mark F. Spiro
Vice President/Secretary/Treasurer
Dated: April 20, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
<PAGE>
CALPROP CORPORATION
5456 MCCONNELL AVENUE
LOS ANGELES, CALIFORNIA 90066
----------------
PROXY STATEMENT FOR THE 1995 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 25, 1995
----------------
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 20, 1995, to the
shareholders of Calprop Corporation, a California corporation (the "Company"),
in connection with the solicitation of proxies on behalf of the Board of
Directors of the Company to be used at the 1995 Annual Meeting of the
Shareholders of the Company to be held on May 25, 1995 (the "Meeting") and any
adjournment or adjournments thereof. Any proxy given may be revoked at any time
prior to the exercise of the powers conferred by it by filing with the
Secretary of the Company a written notice signed by the shareholder revoking
such proxy or a duly executed proxy bearing a later date. In addition, the
powers conferred by such proxy may be suspended if the person executing the
proxy is present at the meeting and elects to vote in person. All shares
represented by each properly executed and unrevoked proxy received in time for
the Meeting will be voted (unless otherwise indicated thereon) in the manner
specified therein at the Meeting and any adjournment or adjournments thereof.
The Company will pay the expenses of soliciting proxies, including the
charges and expenses of brokerage firms and others for forwarding solicitation
material to beneficial owners of shares. In addition to the use of the mails,
some of the Company's directors, officers and regular employees, without extra
compensation, may solicit proxies by telegram, telephone and personal
interview.
The Annual Report of the Company for year ended December 31, 1994 is being
mailed to shareholders concurrently with the mailing of this Notice of Annual
Meeting and Proxy Statement.
VOTING RIGHTS
The close of business on April 5, 1995 (the "Record Date") has been fixed by
the Board of Directors as the record date for determining shareholders entitled
to notice of and to vote at the Meeting and any adjournment or adjournments
thereof. On the Record Date, there were outstanding 4,813,641 shares of the
Company's Common Stock, $1 par value ("Common Stock"), all of one class and all
of which are entitled to be voted at the Meeting. Holders of such issued and
outstanding shares of Common Stock are entitled to one vote for each share held
by them.
A majority of the outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are counted in the tabulation of the votes cast on proposals presented to
stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
<PAGE>
Victor Zaccaglin, Chairman of the Board, Chief Executive Officer and
President of the Company, beneficially owns approximately 33.3% of the
outstanding shares of the Company's Common Stock entitled to be voted at the
Meeting and has advised the Company that he intends to vote such shares for the
nominees for director listed below and for the proposal being submitted to
shareholders described herein. Other officers, directors and affiliates of the
Company beneficially own in the aggregate approximately 16.8% of the
outstanding shares of the Company's Common Stock entitled to be voted at the
Meeting, and it is anticipated that such persons will vote for the proposal and
for the nominees for director set forth below. Accordingly, if all such shares
are voted for the proposal and for the nominees for director set forth below,
no additional affirmative vote of the outstanding shares of the Company's
Common Stock will be required for approval of the proposal and election of the
nominees for director specified below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 21, 1995 (unless otherwise
indicated in the notes to the table), certain information concerning the
beneficial ownership of the Company's equity securities of each person known by
the Company to own beneficially five percent or more of the Company's Common
Stock, the Company's only outstanding class of securities presently entitled to
vote. A person is deemed to be the beneficial owner of securities, whether or
not he has any economic interest therein, if he directly or indirectly has (or
shares with others) voting or investment power with respect to the securities
or has the rights to acquire such beneficial ownership within sixty days. The
percentages set forth in the following table and in the table under the caption
"Beneficial Ownership of Management" as to each person's ownership of the
Company's Common Stock are based on the 4,813,641 shares of Common Stock
outstanding on March 21, 1995, plus any shares which may be acquired upon
exercise of stock options or the conversion of preferred stock held by such
person which are exercisable or convertible on or within sixty days after such
date. Accordingly, the percentages are based upon different denominators.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF OF COMMON STOCK PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
------------------- --------------------- --------
<S> <C> <C>
Victor and Hannah Zaccaglin(2)............. 4,316,026(3) 57.9%
5456 McConnell Avenue
Los Angeles, California 90066
John Curci(4).............................. 2,394,293(5) 35.6%
717 Lido Park Drive
Newport Beach, California 92663
Dimensional Fund Advisors, Inc.(6)......... 238,903 5.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- - --------
(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in the table or
included in filings with the Securities and Exchange Commission. Except as
indicated in the notes to the table, each shareholder included in the table
has sole voting and dispositive power with respect to the shares shown to
be beneficially owned by such shareholder. The table may not reflect
limitations on voting power and investment power arising under community
property and similar laws.
2
<PAGE>
(2) Various members of Victor and Hannah Zaccaglin's family own Common Stock of
the Company. Although there is no agreement or understanding between such
parties as to the holding or voting of their respective shares of Common
Stock, it is anticipated that such persons (including John Curci) will vote
for the slate of Directors as listed below and for the proposal described
herein.
(3) This amount includes 2,349,662 shares of Common Stock acquirable upon the
conversion of presently convertible Preferred Stock owned by Mr. Victor
Zaccaglin on March 21, 1995. This amount also includes 290,000 shares
acquirable under options which were exercisable by Mr. Zaccaglin on or
within sixty (60) days after March 21, 1995. This amount also includes
73,368 shares (1.5%) held in trust by Victor and Hannah Zaccaglin for the
benefit of their children and relatives.
(4) John Curci is Victor Zaccaglin's cousin.
(5) This amount includes 1,909,273 shares of Common Stock acquirable upon the
conversion of presently convertible Preferred Stock owned by Mr. John Curci
on March 21, 1995.
(6) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 238,903 shares of the
Company's Common Stock as of December 31, 1994, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, the DFA Investment Trust Company, a registered
open-end investment company, or the DFA Group Trust and the DFA
Participating Group Trust, investment vehicles for qualified employee
benefit plans, for all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares. According to
an amended Schedule 13G dated as of February 09, 1995 filed by Dimensional
with the Securities and Exchange Commission, Dimensional has sole
dispositive power over all of such 238,903 shares and sole voting power
over 169,125 of such shares. In addition, according to the Schedule 13G,
persons who are officers of that company serve as officers of an open-end
investment company and in such capacity vote the balance of 69,178 shares.
3
<PAGE>
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 21, 1995, certain information
concerning the beneficial ownership of the equity securities of the Company of
(i) each director and nominee for director of the Company, (ii) each executive
officer of the Company covered by the Summary Compensation Table below and
(iii) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME AND ADDRESS OF COMMON STOCK PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED (1)(2) OF CLASS
------------------- -------------------------- --------
<S> <C> <C>
William E. McKenna...................... 25,000 0.5%
John L. Curci(3)........................ 171,530 3.6%
Ronald S. Petch(4)...................... 240,115 4.8%
Angelo Leparulo......................... 15,000 0.3%
Victor Zaccaglin(5)..................... 4,316,026 57.9%
All Directors and Executive Officers as
a group (7 persons).................... 4,862,671 63.3%
</TABLE>
- - --------
(1) See Note 1 to the preceding table.
(2) Includes the following numbers of shares of Common Stock acquirable under
options which were exercisable on or within sixty days after March 21,
1995: William E. McKenna, 15,000; Angelo Leparulo, 15,000; Ronald S. Petch,
189,000; Victor Zaccaglin, 290,000; John L. Curci, 15,000; all Directors
and Executive Officers as a group, 586,000.
(3) John L. Curci is the son of Mr. Zaccaglin's cousin, John Curci, who is a
principal shareholder of the Company. See "Beneficial Ownership of
Principal Shareholders," above.
(4) Mr. Petch is Victor Zaccaglin's nephew.
(5) See Notes 2 and 3 to the preceding table.
ELECTION OF DIRECTORS
The Board of Directors of the Company is comprised of five directors each of
whom is standing for election at the annual meeting. Each director elected at
the meeting will hold office for a term expiring at the 1996 Annual Meeting of
Shareholders and until his successor is duly elected and qualified.
It is intended that the shares represented by the enclosed proxy will be
voted, unless otherwise instructed, for the election of the five nominees named
below. While the Company has no reason to believe that any of the nominees will
be unable to serve as a director, it is intended that if such an event should
occur, such shares will be voted for such substitute nominee or nominees as may
be selected by the Board of Directors. The candidates receiving a plurality of
the votes of the shares present and entitled to vote at the meeting in person
or by proxy will be elected.
4
<PAGE>
Set forth below is certain information regarding the nominees for director of
the Company. The nominees for director named below are presently serving as
directors of the Company for terms expiring at the Meeting.
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE AND OTHER POSITIONS WITH THE COMPANY SINCE
---- --- ------------------------------------ --------
<C> <C> <S> <C>
John L. Curci 58 General Manager and Partner, Curci- 1986
Turner Company (1986 to Present);
Owner and Officer of Val Vista Es-
tates, Inc. (August, 1976 to Pres-
ent); Owner and President of Lido
Management Co. (1964 to Present);
Managing Partner of Bristol Company,
HCH Developments, and Morro Shores.
Angelo Leparulo 67 Formerly Executive Vice President of 1986
Occidental Petroleum Corporation;
formerly Chairman of Occidental En-
gineering Corp. and Occidental Re-
source Recovery System Inc. and
formerly President of Occidental
International Engineering Co. and
Occidental LNG Corp.
Ronald S. Petch 50 President of the Company since No- 1974
vember, 1993 and prior to that he
served as Executive Vice President,
Operations since February, 1992.
William E. McKenna 75 Since December, 1977, general part- 1981
ner of MCK Investment Company (pri-
vate investment company) in Beverly
Hills, CA. Director of the following
publically traded companies: Drexler
Technology Corp., WMS Industry Inc.,
Williams Hospitality Group, Inc.,
California Amplifier, Inc., Safe-
guard Health Enterprises, Inc.,
Midlantic Corp., and Midlantic Na-
tional Bank.
Victor Zaccaglin 74 Chairman of the Board and Chief Ex- 1961
ecutive Officer of the Company since
1961 and also President from 1961 to
October, 1987 and from March, 1992
to November, 1993.
</TABLE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of four regular meetings
during 1994. No director attended less than 75% of the aggregate of (a) the
total number of meetings of the Board of Directors and (b) the total number of
meetings of all committees of the Board on which he served.
5
<PAGE>
The Company has an Audit Committee, the function of which is to assist the
Board of Directors in fulfilling its responsibilities with respect to corporate
accounting, auditing, and reporting practices. In performing such function, the
Audit Committee is responsible for selecting the firm of certified public
accountants to be retained as the Company's auditors and maintains a direct
line of communication with the Company's independent auditors. The Audit
Committee held two meetings during 1994. Its current members are Messrs.
Leparulo and McKenna (the Chairman of the Audit Committee).
The Company also has a Compensation Committee which authorizes and reviews
officers' compensation. This committee held one meeting during 1994, and its
current members are Messrs. McKenna, Leparulo and Zaccaglin.
The Company has no Nominating Committee.
COMPENSATION AND IDENTIFICATION OF EXECUTIVE OFFICERS;
TRANSACTIONS WITH MANAGEMENT
EXECUTIVE COMPENSATION
The following table sets forth as to the Chief Executive Officer and the
President of the Company information concerning the annual and long-term
compensation for services rendered in all capacities to the Company during the
fiscal year ended December 31, 1994, and the two preceding fiscal years. No
other executive officer received more than $100,000 in annual salary and bonus
during 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(1) LONG-TERM COMPENSATION
------------------- -----------------------
RESTRICTED ALL OTHER
NAME AND POSITION YEAR SALARY BONUS STOCK(4) STOCK OPTION COMPENSATION(5)
----------------- ---- -------- ----- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Victor Zaccaglin(2) 1994 $185,000 $-0- $ -0- 100,000 $1,470
Chairman of the Board, 1993 185,600 -0- $20,625 130,000 569
Chief Executive Officer 1992 185,600 -0- -0- 130,000 230
and Director
Ronald S. Petch(3) 1994 $125,000 $-0- $15,000 70,000 $-0-
Director, Chief 1993 110,008 -0- $13,750 100,000 -0-
Operating Officer 1992 97,300 -0- $28,750 139,000 -0-
and President
</TABLE>
- - --------
(1) Does not include certain amounts paid by the Company which may have value
to the recipient as personal benefits. Although such amounts cannot be
precisely determined, the Company has concluded that the aggregate amount
thereof does not exceed 10% of the cash compensation of Mr. Zaccaglin nor
that of Mr. Petch.
(2) Mr. Zaccaglin, age 74, has been Chairman of the Board and Chief Executive
Officer of the Company since 1961. He was President from March, 1992 to
November, 1993 and prior to that from 1961 to October, 1987.
(3) Mr. Petch, age 50, has been President since November, 1993 and prior to
that was Vice President, Operations of the Company since February 1992.
Since 1974, he has been a director of the Company, and from March 1981
until February 1992, he was engaged in real estate investments, development
and marketing.
6
<PAGE>
(4) Based upon the closing market price of shares of the Company's Common Stock
on the date of the restricted stock award multiplied by the number of
shares awarded. Mr. Zaccaglin has received the following awards of
restricted stock: 20,000 shares on December 31, 1991, valued at $50,000.00
and 30,000 shares on December 31, 1993, valued at $22,500.00. Mr. Petch has
received 10,000 shares on February 2, 1992, valued at $28,750.00, 20,000
shares on October 6, 1993, valued at $15,000.00 and 20,000 shares on
October 6, 1994, valued at $15,000.00. 20% of each award vests on the
anniversary date of each grant, resulting in Mr. Zaccaglin and Mr. Petch
holding a total of 18,000 and 8,000 vested shares, respectively, as of
December 31, 1994.
(5) Such other compensation represents the amount of insurance premiums paid by
the Company with respect to term life insurance for the benefit of Mr.
Zaccaglin.
In addition to Mr. Zaccaglin and Mr. Petch, the Company currently has two
other executive officers: Mark F. Spiro, age 43, has been employed by the
Company since November 1993 as its Vice President of Finance, Secretary and
Treasurer. From July 1989 until September 1993 he was employed as chief
financial officer at Inco Homes, a residential builder in Southern California.
His areas of responsibility included oversight of the company's accounting and
financing activities. Mr. Spiro served as controller for Inco Homes and
assistant controller of MCG and Associates from 1983 to 1989. Richard Greene,
age 48, is a Vice President of the Northern California Division of the Company.
He has been employed by the Company since July 1985, and prior to September
1991, was a Senior Project Manager for the Company. All of the Company's
executive officers serve at the pleasure of the Board of Directors.
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information on grants of stock options pursuant to the 1993
Stock Option Plan during the fiscal year ended December 31, 1994 to Mr.
Zaccaglin and Mr. Petch, the executive officer of the Company named in the
foregoing Summary Compensation Table. Pursuant to the Securities and Exchange
Commission rules, the table also shows the value of the options granted at the
end of the five year option period if the stock price were to appreciate
annually by 5% and 10% respectively. There is no assurance that the stock price
will appreciate at the rates shown in the table. The table also indicates that
if the stock price does not appreciate, there will be no increase in the
potential realizable value of the options granted.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES TOTAL OPTIONS
OF COMMON STOCK GRANTED TO EXERCISE
UNDERLYING OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(1) 1994 (PER SHARE) DATE
- - ---- ------------------ ------------- ----------- ----------
<S> <C> <C> <C> <C>
Victor Zaccaglin........ 100,000 37.0% $.825 10-04-99
Ronald S. Petch......... 70,000 25.9% $.75 10-04-04
</TABLE>
- - --------
(1) Such options were all granted under the Company's 1993 Stock Option Plan.
The purchase price of shares covered by such stock options may not be less
than the fair market value of the Company's Common Stock at the date of
grant. The term of each such option and the increments in which it is
exercisable are determined by the committee which administers the 1983 and
1993 Plans, provided that no option may have a term of more than 10 years
from the date of grant and no option may be exercised by a holder prior to
one year of continued employment with, or service as a director for, the
Company.
7
<PAGE>
FISCAL YEAR END OPTION VALUES
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock granted under the 1993 Stock Option Plan
and in prior years under the 1983 Stock Option Plans to Mr. Zaccaglin and Mr.
Petch. Neither Mr. Zaccaglin nor Mr. Petch exercised any stock options during
1994.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1994 DECEMBER 31, 1994
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Victor Zaccaglin............ 290,000 -0- -0- -0-
Ronald S. Petch............. 119,000 70,000 -0- -0-
</TABLE>
COMPENSATION OF DIRECTORS
Each director of the Company (other than Mr. Zaccaglin and Mr. Petch since
his appointment as an officer) receives compensation of $3,000 per quarter for
serving as a director and no additional fees for serving as a member of any
committee of the Board of Directors. All directors of the Company (except
directors serving on the Stock Option Committee) are eligible to receive stock
options under the Company's 1983 Stock Option Plan and under the 1993 Stock
Option Plan. All non-employee directors then serving on the Stock Option
Committee are eligible to receive stock options under the Company's Director
Stock Option Plan, described below.
DIRECTOR STOCK OPTION PLAN
The Company maintains the Calprop Corporation Director Stock Option Plan (the
"Director Option Plan") which authorizes the granting of options to purchase a
maximum of 100,000 shares of the Company's Common Stock to non-employee
directors of the Company who are serving on the Company's Stock Option
Committee. The Board of Directors has adopted an amendment to the Director
Option Plan. The amendment and the terms of the Plan are described below in
"Proposal to Approve an Amendment to the Company's Stock Option Plan."
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
In January 1991, the Company formed a limited partnership (the "Limited
Partnership") with Curci-Turner Company, a California general partnership
("Curci-Turner"), for development of real property owned by the Company located
in Oceanside, California. The Company is the general partner of the Limited
Partnership and Curci-Turner is the limited partner of the Limited Partnership.
John Curci, a principal shareholder of the Company, is a general partner of
Curci-Turner (with a 50% ownership interest therein) and John L. Curci, the son
of John Curci and a director of the Company, is also a general partner of
Curci-Turner (with a 25% ownership interest therein). Curci-Turner loaned
$3,000,000 to the Company, secured by a deed of trust on the Oceanside real
property, the proceeds of which loan were used by the Company to pay off the
existing loan on the real property. The Company then contributed the Oceanside,
California real property to the Limited Partnership, subject to the deed of
trust in favor of Curci-Turner, and the Limited Partnership assumed the
Company's loan from Curci-Turner which is at bank prime rate plus 2%, or 12%,
8
<PAGE>
whichever is higher. The Limited Partnership was dissolved in June 1992, by
returning to Curci-Turner its capital contributions of $230,603. In March 1993,
the land was taken by the State of California through eminent domain. The
Company has received a deposit of probable compensation of $2,332,000 and has
reduced the note to $668,000 which has been converted to a general corporate
note. The interest paid in 1993 was $56,441. Curci-Turner exchanged all
principal due (consisting of $668,000) for 521,875 shares of Preferred Stock
convertible to 668,000 shares of Common Stock.
In October 1993 and March and June 1994, Curci-Turner made a construction
loans up to a maximum of $2,000,000 each, at 10% interest, to the Company for
the construction of the first, second and third 25 units of the Summertree Park
project. In addition to the interest payable to Curci-Turner, the loan contains
a profit sharing provision which provides for the payment to Curci-Turner of
50% of "Net Sales Proceeds" as defined in the agreement (which is comparable to
gross profit) upon the sale of the units in the Project. As of December 31,
1994, the Company had repaid these loans in their entirety.
In 1994, Curci-Turner made additional construction loans up to a maximum of
$2,750,000 and $1,000,000 at interest rates of 12% and 10%, respectively, to
the Company for the construction of the Cypress Cove project. In addition to
the interest payable to Curci-Turner, the loans required loans fees of 10 and
0.75 points, respectively. As of December 31, 1994, the Company owed $2,150,000
and $232,084, respectively, on these loans. These loans are due on December 31,
1995 and February 28, 1995, respectively. The remaining balance of this
$1,000,000 loan was re-paid in its entirety prior to February 28, 1995.
Management expects to re-pay the remaining balance of the $2,750,000 loan
during 1995.
In September 1994, Curci-Turner loaned $2,000,000 to the Company, secured by
a deed of trust on the Mission Gorge real property, at an interest rate of 10%
which is due in September 1997. In addition to the interest payable to Curci-
Turner, the loan contains a profit sharing provision which provides for the
payment to Curci-Turner of 50% of "Net Sales Proceeds" as defined in the
agreement (which is comparable to gross profit) upon sale of the units in the
Project. As of December 31, 1994, the Company owed $2,000,000. Management
expects to re-pay this loan off prior to its due date.
As of March, 1994, Curci-Turner has committed to make an additional loan of
$4,000,000 to purchase 120 lots in Laguna Oaks in Sacramento County, California
at an interest rate of prime plus 1.5%. In addition to the interest payable to
Curci-Turner, the loan contains a profit sharing provision which provides for
the payment to Curci-Turner to 40% of "Net Sales Proceeds" as defined in the
agreement (which is comparable to net profit before income taxes) upon sale of
the units in the Project.
During 1994, Mr. Zaccaglin made additional loans to the Company to help its
cash flow requirements. Loans were made in March 1994 totaling $800,000,
bearing interest at an annual rate of 10%. As of December 31, 1994, there were
loans totaling $500,000 to the Company by Mr. Zaccaglin.
In March 1994, the Company sold its headquarters building in Marina Del Rey,
California in an arms-length transaction and entered into a three year lease in
the same building. The Company owned a one-third interest in the headquarters
building. The remaining two-thirds interest in the building was owned by the
estate of a relative of Victor Zaccaglin and leased back to the Company. The
Company's annual rental payments through March 1994 were approximately $18,600
which approximated the amount required to service the debt on the building and
provide an annualized yield of 10% to the estate of such relative.
9
<PAGE>
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
DIRECTOR STOCK OPTION PLAN
In 1992, the shareholders approved the Calprop Corporation Director Stock
Option Plan (the "Director Option Plan") which authorized the granting of
options to purchase a maximum of 100,000 shares of the Company's Common Stock
to non-employee directors of the Company and its subsidiaries who are serving
on the Company's Stock Option Committee. The Director Option Plan was adopted
in order to permit non-employee directors of the Company who serve on the Stock
Option Committee administering the Company's 1983 and 1993 Stock Option Plans
to continue to be eligible to receive stock options without adversely affecting
the qualification of the 1993 Plan under Rule 16b-3 under the Securities
Exchange Act of 1934 in accordance with certain new rules adopted by the
Securities and Exchange Commission in 1991. The Director Option Plan currently
provides for annual grants of options to purchase 5,000 shares of the Company's
Common Stock to members of the Company's Stock Option Committee on the date of
the organizational meeting of the Board of Directors of the Company (which is
the first meeting of the Board following the Company's Annual Meeting of
Shareholders). The Board of Directors has adopted, subject to shareholder
approval, an amendment to the Director Option Plan to increase the annual grant
to members of the Company's Stock Option Committee to provide for the annual
grant of options to purchase 7,500 shares of the Company's Common Stock. The
principal features of the Director Option Plan, as proposed to be amended, are
summarized below.
TERMS OF THE DIRECTOR OPTION PLAN
The Director Option Plan authorizes the granting during the period concluding
on October 30, 2001, of stock options to purchase an aggregate of 100,000
shares of the Company's Common Stock. Persons who are incumbent directors of
the Company who are not at the time employees of the Company or any subsidiary
of the Company and who are serving on the Company's Stock Option Committee are
the only persons eligible to participate in the Director Option Plan. If this
amendment is approved by the shareholders, Messrs. McKenna and Leparulo, the
current members of the Stock Option Committee, will receive a grant of options
to purchase 7,500 shares of Common Stock on the date of the 1995 organizational
meeting.
The Director Option Plan is administered by the Board of Directors of the
Company which has the authority, subject to the terms of the Director Option
Plan, to prescribe, amend and rescind rules and regulations pertaining to the
Plan and the administration thereof. There are no limitations as to the maximum
or minimum number of shares that may be optioned to any one individual;
however, the Director Option Plan by its terms, as proposed to be amended
herein, will provide for annual grants of options to purchase 7,500 shares of
the Company's Common Stock on the date of the organizational meeting of the
Board of Directors of the Company (which is the first meeting of the Board
following the Company's Annual Meeting of Shareholders).
The purchase price of shares covered by an option granted under the Director
Option Plan shall be the fair market value (as defined in the Plan) of the
Company's Common Stock on the date of grant of the option. Generally, fair
market value is defined as the closing price for such stock on the American
Stock Exchange on the date of grant.
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<PAGE>
Each option granted under the Director Option Plan becomes exercisable in
full on the first anniversary of the date on which it was granted, provided
that no such option may be exercised after the expiration of ten years from the
date of grant. Shares covered by the unexercised portion of any terminated or
expired option may again be the subject of further options under the Director
Option Plan.
Upon any exercise of an option granted under the Director Option Plan, the
purchase price of the shares purchased upon such exercise shall be paid in full
in cash. The Company will receive no consideration upon the grant of any option
under the Director Option Plan. Cash proceeds received by the Company from the
sale of Common Stock pursuant to the exercise of options granted under the
Director Option Plan will constitute general funds of the Company which may be
used for general corporate purposes.
Under the Director Option Plan, if an optionee's service as a director of the
Company is terminated for any reason, the number of shares purchasable under
any options granted thereunder held by such optionee is limited to the number
of shares which are purchasable by him at the date of such termination. If an
optionee ceases to serve as a director for any reason other than such
optionee's death, the option will expire unless exercised by him within sixty
days after the date of such termination. If termination of his services as a
director occurs by reason of his death, the option will expire unless exercised
by the optionee's successor within one year after the date of death.
Options granted under the Director Option Plan are exercisable only by the
optionee during his lifetime and are not transferable except by will or the
laws of descent and distribution.
In the event of any change in the Common Stock by reason of recapitalization,
reclassification, stock splitup, combination of shares, stock dividend, or like
capital adjustment, the Director Option Plan provides that the Board of
Directors shall make appropriate adjustments in the aggregate number, class and
kind of shares available for option grants under the Director Option Plan or
subject to outstanding options thereunder and also make appropriate adjustments
in the per share exercise price of outstanding options.
In the event of the merger, consolidation or other reorganization of the
Company, or in the event of any dissolution or liquidation of the Company, the
Director Option Plan provides that the Board of Directors shall elect either to
(i) appropriately adjust the number, class, kind and exercise price of shares
subject to all outstanding options thereunder and shares which may become
subject to options granted thereafter, or (ii) terminate the Director Option
Plan and any options theretofore granted thereunder, subject to the right of
optionees under the Director Option Plan to exercise, in whole or in part
(including the portions of options which may not otherwise have been
exercisable due to any insufficient passage of time), their options during a
period of not less than thirty days following notification by the Company of
the event causing such termination.
The Director Option Plan may be amended, suspended or terminated by the Board
of Directors of the Company at any time, except that no amendment of the Plan
may, without shareholder approval, change the number of shares subject to the
Plan (except pursuant to adjustments of the types described above), change the
designation of the class of directors eligible to receive options or materially
increase the benefits accruing to participants under the Plan. The Board of
Directors of the Company also has the right to modify, extend or renew
outstanding options granted under the Director Option Plan or to authorize the
grant of new options in substitution therefor, provided that no such action may
affect, without his consent, any right or obligation of an optionee under an
option previously granted to him and except that no such power shall be
exercised in
11
<PAGE>
a manner which would adversely affect the qualification of the Director Option
Plan or any other stock related plan of the Company under Rule 16b-3 under the
Securities Exchange Act of 1934. No options may be granted under the Director
Option Plan after its termination on October 30, 2001.
NUMBER OF OPTIONS GRANTED UNDER DIRECTOR OPTION PLAN
As of the date of this Proxy Statement, since the adoption of the Director
Option Plan in 1992 options to purchase a total of 15,000 and 15,000 shares
have been granted under the Director Option Plan to Messrs. McKenna and
Leparulo, respectively, at exercise prices ranging from $0.75 to $2.50.
FEDERAL INCOME TAX CONSEQUENCES
Options granted under the Director Option Plan will not constitute "incentive
stock options" as defined in the Internal Revenue Code of 1986, as amended, but
rather will constitute "nonstatutory" options. No federal income tax
consequences result from the grant of a nonstatutory stock option. Generally,
an optionee will recognize ordinary income upon exercise of a nonstatutory
stock option in an amount equal to the difference between the fair market value
on the date of exercise of the shares acquired upon exercise of the option and
the aggregate exercise price for such shares. The Company will be entitled to
an income tax deduction equal to the amount of ordinary income recognized by an
optionee as a result of the exercise of a nonstatutory stock option. The
preceding discussion under the heading "Federal Income Tax Consequences" is
based on federal tax laws and the regulations as in effect on the date of this
Proxy Statement and does not purport to be a complete description of the
federal income tax aspects of the Director Option Plan.
APPROVAL AND RECOMMENDATION OF BOARD OF DIRECTORS
Approval of the amendment to the Director Option Plan by the shareholders of
the Company will require the affirmative vote of a majority of the shares of
Common Stock present and represented at the Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE COMPANY'S DIRECTOR STOCK OPTION PLAN. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE AMENDMENT TO THE
DIRECTOR STOCK OPTION PLAN UNLESS A VOTE AGAINST THE AMENDMENT OR ABSTENTION IS
SPECIFICALLY INDICATED.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche served as the Company's auditors in 1994. The Audit
Committee of the Board of Directors has selected Deloitte & Touche as the
independent public accountants of the Company for 1994 and considers Deloitte &
Touche to be well qualified. If Deloitte & Touche shall decline to act, or
otherwise become incapable of acting, or if its engagement is otherwise
terminated by the Board of Directors or the Audit Committee (none of which
events are currently anticipated), in any such case, the Audit Committee will
appoint other auditors for 1994. A representative of Deloitte & Touche will be
present at the annual meeting where he or she will be given an opportunity to
make a statement if he or she so desires and will be available to respond to
questions raised during the meeting.
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<PAGE>
The Company's Audit Committee approves in advance all audit and non-audit
services to be performed by the Company's independent public accountants and
considers the possible effect on the independence of the accountants. No
relationship exists between the Company and Deloitte & Touche other than the
usual relationship between independent public accountants and client.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Company's next annual
shareholders meeting must be received by the Company at its principal executive
offices on or before January 2, 1996, for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
OTHER BUSINESS
The Board of Directors does not intend to present any other business at the
meeting and knows of no other matters which will be presented at the meeting.
Mark F. Spiro
Vice President/Secretary/Treasurer
Dated: April 20, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
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APPENDIX "A"
DIRECTOR STOCK OPTION PLAN
1. Purpose.
The purpose of this Director Stock Option Plan (the "Plan") of Calprop
Corporation (the "Company") is to encourage ownership in the Company by its
outside directors who serve on the Stock Option Committee of the Board of
Directors and thus to provide them with a further incentive to continue to serve
as directors of the Company and to serve on the Stock Option Committee since
their service on such Committee renders them unable to receive options under the
Company's 1983 Stock Option Plan without jeopardizing the qualification of the
1983 Plan under Rule 16b-3 of the Securities Exchange Act of 1934. The Plan
is also intended to assist the Company through utilization of the incentives
provided by the Plan to attract and retain experienced and qualified candidates
to fill vacancies in the Board which may occur in the future with respect to
outside directors serving on the Stock Option Committee.
2. Administration.
The Plan will be administered by the Board of Directors (the "Board") of
the Company.
Subject to the express provisions of the Plan, including the following
paragraph 3, the Board will have authority to interpret the Plan; to prescribe,
amend, and rescind rules and regulations relating to it; to determine the terms
and provisions of the respective option agreements (which need not be
identical); and to make all other determinations necessary or advisable for the
administration of the Plan.
3. Amendment of the Plan.
Without approval of the shareholders, no revision or amendment of the Plan
shall change the number of shares subject to the Plan (except as provided in
Paragraph 10), change the designation of the class of directors eligible to
receive options or materially increase the benefits accruing to participants
under the Plan. Subject to the preceding sentence, the Board shall have the
authority to suspend or discontinue the Plan or amend it in any respect
whatsoever.
4. Participation in the Plan.
Persons who are now or shall become incumbent directors of the Company who
are not at the time employees of the Company or any subsidiary of the Company
and who serve on the Stock Option Committee shall be eligible to participate in
the Plan. A
<PAGE>
director of the Company shall not be deemed to be an employee of the Company
solely by reason of the existence of a consulting contract between such director
and the Company or any subsidiary thereof pursuant to which the director agrees
to provide consulting services as an independent consultant to the Company or
its subsidiaries on a regular or occasional basis for a stated consideration.
5. Stock Subject to the Plan
The stock subject to the Plan shall consist of 100,000 shares of the $1.00
par value Common Stock of the Company ("Common Stock"). Such shares may, as the
Board shall from time to time determine, be either authorized and unissued
shares of Common Stock or issued shares of Common Stock which have been
reacquired by the Company.
6. Stock Options
Each option granted under this Plan shall be evidenced by a written
agreement in such form as the Board shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:
A. Option Grant Dates. Options shall be granted to each eligible director
automatically on the date of the scheduled organizational meeting of the
Board in May of each year (which is the first meeting of the Board
following the Company's Annual Meeting of Shareholders).
B. Number of Shares. Each annual grant commencing with the grant to be
made in May 1992 (assuming shareholder approval of the Plan at the 1992
Annual Meeting of Shareholders) shall constitute a grant to each eligible
director of options to purchase 7,500 shares of Common Stock.
C. Option Price Per Share. All options granted hereunder shall be
exercisable at the price per share equal to the Fair Market Value of the
Common Stock on the date of the grant of the option. "Fair Market Value"
for purposes of this Plan shall be defined as the closing selling price at
which shares of the Common Stock were traded on the American Stock Exchange
on the date of grant or, if the Common Stock was not traded on said date,
upon the basis of the closing selling price on the date nearest preceding
the date of grant.
D. Options Nontransferable. Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than by will, or
by the laws of descent and distribution, and shall be exercisable during
the lifetime of the optionee only by him. No option or interest therein may
be transferred, assigned, pledged, or hypothecated by
<PAGE>
the optionee during his lifetime, whether by operation of law or otherwise,
or be made subject to execution, attachment, or similar process.
E. Period of Option. Each option granted under this Plan shall become
----------------
exercisable on the first anniversary of the date upon which it was granted.
Except for earlier termination as provided below, no option shall be
exercisable after the expiration of ten (10) years from the date upon which
such option was granted. In the event of the death of an optionee while a
director of the Company, the option privileges of said optionee shall be
limited to the shares which were immediately purchasable by such optionee
at the date of death and such option privileges shall expire unless
exercised by said optionee's successor within one (1) year after the date
of death. In the event that an optionee ceases to serve as a director of
the Company other than by reason of death of the optionee, the option
privileges of such optionee shall be limited to the shares which were
immediately purchasable by him at the date of such termination and such
option privileges shall expire unless exercised by him within sixty (60)
days after the date of such termination.
F. Exercise of Options. Options may be exercised only by written notice
-------------------
to the Company at its corporate office accompanied by payment of the full
consideration for the shares as to which they are exercised, including any
federal, state, and/or local income tax withholding amount due in
connection with the exercise. The purchase price, together with any income
tax withholding amount due, is to be paid in full to the Company upon the
exercise of the option by personal check payable to the order of the
Company.
G. Nonstatutory Options. No option granted hereunder shall constitute an
"incentive stock option" as that term is defined in the Internal Revenue
Code of 1986, as amended.
7. Modification, Extension, and Renewal of Options
The Board shall have the power to modify, extend or renew outstanding
options and authorize the grant of new options in substitution therefor,
provided that such power may not be exercised in a manner which would (i) alter
or impair any rights or obligations of any option previously granted without the
written consent of the optionee or (ii) adversely affect the qualification of
the Plan or any other stock-related plan of the Company under Rule 16b-3 under
the Securities Exchange Act of 1934 or any successor provision.
<PAGE>
8. Assignment
The rights and benefits under this Plan may not be assigned and any
attempted assignment of such rights and benefits shall be null and void.
9. Limitation of Rights
A. No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan,
shall constitute or be evidence of any agreement or understanding, express
or implied, that the Company will retain a director for any period of time,
or at any particular rate of compensation.
B. No Stockholders' Rights for Optionees. An optionee or his
representative shall have no rights as a stockholder with respect to the
shares covered by his options until the date of the issuance to him or his
representative of a stock certificate therefor, and except as provided in
paragraph 10 below, no adjustment will be made for dividends or other
rights for which the record date is prior to the date such certificate is
issued.
10. Adjustments
(i) In the event that the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company
or of another corporation, by reason of a recapitalization,
reclassification, stock split-up, combination of shares, dividend or other
distribution payable in capital stock, appropriate adjustment shall be made
by the Board in the number, kind and exercise price of shares for the
purchase of which options have theretofore been or may thereafter be
granted under the Plan.
(ii) In the event that the Company shall determine to merge,
consolidate or enter into any other reorganization with or into any other
corporation, or in the event of a dissolution or liquidation of the
Company, then in any such event, at the election of the Board, (a)
appropriate adjustment shall be made by the Board in the number, kind and
exercise price of shares for the purchase of which options have theretofore
been and/or may thereafter be granted under the Plan, or (b) the Plan and
any options theretofore granted under the Plan shall terminate as of the
date of such merger, consolidation, reorganization, dissolution or
liquidation, provided that written notice of such event shall have been
given to each optionee not less
<PAGE>
than thirty (30) days prior to the date of such event. Upon any election by
the Board pursuant to the provisions of clause (b) of this subparagraph
(ii), each optionee shall have the right during the period commencing on
the date the notice referred to in said clause (b) is given and concluding
on the date of such merger, consolidation, reorganization, dissolution or
liquidation,, as the case may be, to exercise such optionee's outstanding
and unexercised stock options, including shares as to which such options
would not otherwise have been exercisable by reason of an insufficient
lapse of time.
(iii) All adjustments and determinations under this paragraph 10
shall be made by the Board, whose decisions as to what adjustments or
determinations shall be made, and the extent thereof, shall be final,
binding and conclusive.
11. Effective Date and Duration of the Plan
The effective date of the Plan shall be the date of its adoption by the
Board of Directors of the Company, provided, however, that in the event that
shareholder approval of the Plan is not secured on or before the first
anniversary of such adoption, the Plan shall thereupon terminate. Any options
granted prior to the aforesaid shareholder approval being secured shall be
subject to such approval being secured. The Plan shall terminate ten (10) years
after the effective date of the Plan (the "Automatic Termination Date") unless
earlier terminated due to a lack of shareholder approval or discontinuance by
the Board. No option may be granted during any suspension or termination of the
Plan. If the Plan is terminated by the Board or is terminated due to the arrival
of the Automatic Termination Date, the rights of the holder of any option
outstanding on such date of termination shall not be affected.
12. Use of Proceeds
The proceeds received by the Company from the sale of its Common Stock
pursuant to the exercise of options granted under the Plan shall be added to the
Company's general funds and used for general corporate purposes.
13. Compliance with Law, etc.
Notwithstanding any other provision of this Plan or agreements made
pursuant hereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under this Plan prior to
fulfillment of the following conditions:
<PAGE>
(i) the satisfaction of withholding tax or other withholding
liabilities;
(ii) any registration or other qualification of such shares of the
Company under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the Board
shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable; and
(iii) the obtaining of any other consent, approval, or permit from
any state or federal governmental agency which the Board shall, in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.
14. Notice
Any written notice to the Company required by any of the provisions of this
Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.
15. Governing Law
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of California and construed
accordingly.
<PAGE>
PROXY CALPROP CORPORATION PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 1995 ANNUAL MEETING
OF SHAREHOLDERS.
The undersigned shareholder of CALPROP CORPORATION hereby appoints Victor
Zaccaglin and William E. McKenna and each of them, with full power of
substitution to each, proxies of the undersigned to represent the undersigned
at the 1995 Annual Meeting of Shareholders of CALPROP CORPORATION to be held on
May 25, 1995 at the Red Lion Inn, 6161 Centinela Avenue, Culver City,
California at 2:00 P.M., local time, and at any adjournment(s) thereof, with
all powers, including voting rights, which the undersigned would possess if
personally present at said meeting on the following:
(1) Election of five Directors to serve until the 1996 Annual Meeting of
Shareholders of CALPROP CORPORATION and until their successors are duly
elected and qualified.
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [_] listed below [_]
NAMES OF NOMINEES: William McKenna, John L. Curci, Ronald S. Petch, Angelo
Leparulo, and Victor Zaccaglin
(INSTRUCTIONS: To withhold authority for a nominee write that nominee's name in
the space provided below.)
- - --------------------------------------------------------------------------------
(2) Approval of an amendment to the Company's Director's Stock Option Plan to
increase the annual grant of options to purchase shares of Common Stock per
year from 5,000 to 7,500, as described in the Proxy Statement dated April
20, 1995.
FOR [_] AGAINST [_] ABSTAIN [_]
(3) In their discretion, upon all matters as may properly come before the
meeting or any adjournment or adjournments thereof.
(Continued, and to be signed on other side)
THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS A CONTRARY DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND ALL OF THE NOMINEES
FOR DIRECTOR LISTED ABOVE.
The proxies (or, if only one, then that one proxy) or their substitutes
acting at the meeting may exercise all powers hereby conferred.
The undersigned hereby revokes any prior proxy and ratifies and confirms all
the above-named proxies or their substitutes, and each of them, shall lawfully
do or cause to be done by virtue hereof.
The undersigned hereby acknowledges receipt of the Notice of the 1995 Annual
Meeting of Shareholders and accompanying Proxy Statement dated April 20, 1995.
Dated _____________________, 1995
---------------------------------
Signature
---------------------------------
Signature
IMPORTANT: In signing this
Proxy, please sign your name or
names in the same way as shown
at left. When signing as a
fiduciary, please give your full
title. If shares are registered
in the names of two or more
persons, each should sign.
IMPORTANT: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
