<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
COMPUTER RESEARCH, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMPUTER RESEARCH, INC.
(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:
----------------------------------------------------
<PAGE> 2
COMPUTER RESEARCH, INC.
CHERRINGTON CORPORATE CENTER
BUILDING 200
CORAOPOLIS, PENNSYLVANIA 15108-3100
------------------
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 30, 1996
------------------
TO THE STOCKHOLDERS OF COMPUTER RESEARCH, INC.
Notice is hereby given that the Annual Meeting of Stockholders of COMPUTER
RESEARCH, INC. will be held on Tuesday, January 30, 1996 at 10:00 o'clock a.m.
at the Pittsburgh Airport Marriott, 100 Aten Road, Coraopolis, Pennsylvania
15108, for the following purposes:
1. To elect directors to hold office until their successors are elected and
qualified.
2. To consider and act upon any other matter that may properly come before
the meeting, or any adjournment or adjournments.
Pursuant to action of the Board of Directors of the Company, the close of
business on Tuesday, December 12, 1995, is the record date for the determination
of the stockholders entitled to notice of and to vote at this meeting if they
attend in person or by proxy.
By Order of the Board of Directors
WILLIAM LERNER
Secretary
January 3, 1996
Pittsburgh, Pennsylvania
---------------------------------------------
PROXY INFORMATION
ANY STOCKHOLDER UNABLE TO ATTEND THE MEETING
IN PERSON IS REQUESTED TO COMPLETE AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE
---------------------------------------------
<PAGE> 3
COMPUTER RESEARCH, INC.
CHERRINGTON CORPORATE CENTER
BUILDING 200
CORAOPOLIS, PA 15108-3100
---------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 30, 1996
---------------
This Proxy Statement is furnished in connection with the Annual Meeting of
Stockholders of Computer Research, Inc., a Pennsylvania corporation, to be held
at the Pittsburgh Airport Marriott, 100 Aten Road, Coraopolis, Pennsylvania
15108 at 10:00 o'clock A.M. on Tuesday, January 30, 1996. This Statement and the
attached form of proxy are being sent to the stockholders of the Company
commencing on January 3, 1996.
The enclosed form of proxy is being solicited by and on behalf of the Board
of Directors of the Company. When properly executed and returned, the shares
represented by the enclosed Proxy will be voted at the meeting.
The stockholders giving a Proxy may revoke or withdraw it at any time prior
to its exercise by giving written notice to the Secretary of the Company.
The solicitation of proxies in the enclosed form will be by mail, except
for any incidental personal solicitation made by officers, directors and
employees of the Company. The cost of preparing, assembling and mailing this
statement and other material furnished to stockholders in connection with such
solicitation as well as the cost (expected to be nominal) of any such incidental
personal solicitation and the expense of brokers, who, at the request of the
Company, shall mail such material to or otherwise communicate with their
customers, will be at the expense of the Company.
At the close of business on December 12, 1995, the record date for the
determination of the stockholders entitled to vote at the Annual Meeting, there
were outstanding 3,887,895 shares of Common Stock. The voting power of the
stockholders of the Company is vested exclusively in the holders of the Common
Stock, who are entitled to one (1) vote per share for the election of directors
and all other business to be transacted at the meeting.
The By-Laws of the Company provide that the presence at a meeting in person
or by proxy of a majority in the amount of the stock issued and outstanding
shall constitute a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
a) Security ownership of those known to the Company to own more than five
percent of the Company's Common Stock as of December 12, 1995:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
<S> <C> <C>
James L. Schultz 975,810(2) 25.09%
Computer Research, Inc.
Cherrington Corporate Center, Building 200
Coraopolis, PA 15108-3100
David J. Vagnoni 590,185(2) 15.18%
Computer Research, Inc.
Cherrington Corporate Center, Building 200
Coraopolis, PA 15108-3100
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
<S> <C> <C>
Lynn M. Bushman, CPA 242,957 6.24%
Bushman, Miyasaki & Prince, L.L.C.
47 West 200 South
Salt Lake City, Utah 84101
</TABLE>
b) Security ownership of Common Stock held by Management:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------ -------------------- --------
<S> <C> <C>
James L. Schultz, Officer and 975,810(2) 25.09%(2)
Director
David J. Vagnoni, Officer and 590,185(2) 15.18%(2)
Director
Lynn M. Bushman, Director 242,957 6.24%
Virgil J. Falco, Director 19,500(1) *
David K. Klotz, Director 750(1) *
William Lerner, Officer 2,500(1) *
All officers and directors as a 1,831,702(2) 47.11%(2)
group (6 persons)
<FN>
- -------
* Less than 1% of the shares outstanding.
(1) Shares are owned of record and beneficially.
(2) Includes shares subject to stock options granted under the Company's Stock
Option Plan, which are as follows: James L. Schultz 20,000 shares and David
J. Vagnoni 18,000 shares.
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors is submitting nominations for five (5) directors.
The shares represented by all proxies executed in the enclosed form will be
voted for the following nominees for director for a one-year term expiring at
the next Annual Meeting of Stockholders or until their successors are duly
elected and qualified. If any nominee or nominees should become unavailable for
election by reason of death or any other unexpected occurrence, it is intended
that the proxy will be voted for the election of a substitute nominee or
nominees who shall be designated by the Directors.
INFORMATION REGARDING THE NOMINEES
FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
HAS SERVED AS
NAME AGE PRINCIPAL OCCUPATION A DIRECTOR SINCE
------------------ --- -------------------- ----------------
<S> <C> <C> <C>
James L. Schultz 59 President and Treasurer of the Company 1969
David J. Vagnoni 59 Executive Vice President of the Company 1974
Lynn M. Bushman 58 C.P.A. Bushman Miyasaki & Prince, L.L.C. 1984
Salt Lake City, Utah
Virgil J. Falco 67 Retired Business Executive 1989
Allentown, Pennsylvania
David K. Klotz 46 Vice President, Pace Long Distance 1994
Service,
Greensburg, Pennsylvania
</TABLE>
Certain information with regard to the Nominees standing for election as
Directors.
Mr. Schultz has served as President and Treasurer of the Company since
August, 1975. As holder of approximately one fourth of the Company's Common
Stock, he may be considered a control person of the Company. Mr. Schultz is
also a trustee of the Cortland Trust, a registered investment company.
2
<PAGE> 5
Mr. Vagnoni has served as Executive Vice President of the Company
since 1973. As holder of approximately one seventh of the Company's Common
Stock, he may be considered a control person of the Company.
Mr. Bushman has been a practicing Certified Public Accountant since
1970. Since 1981 he has headed the firm of Bushman Miyasaki & Associates in
Salt Lake City, Utah. He specializes in tax accounting.
Mr. Falco has had more than 30 years of experience in the securities
industry. Mr. Falco is retired. He was an administrator with Legg Mason
Inc., a securities brokerage firm. From January 1987 to May 1988, he served
as secretary-treasurer of the Warren York division of Legg Mason. Prior to
that time, he had been secretary-treasurer and chief financial officer of
Warren W. York Company, Inc.
Mr. David K. Klotz has been Vice President-Sales of Pace Long Distance
Service, a re-seller of long distance telephone services. From 1993 to 1994
he was the sole proprietor of Dialogue International specializing in
providing consultant services in the areas of sales and marketing. From
1991 to 1993 he was a Vice-President of LCI International, a
telecommunications based carrier, and from 1988 to 1991, Vice
President-Marketing of Bull HN Worldwide Information Systems, Inc.
(formerly Honeywell's Information System Division).
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND FEES
The Board of Directors had four regular meetings in 1995. All directors
attended all of the relevant board meetings held during 1995. Directors are paid
an attendance fee of $1,500 for each board meeting attended in person and are
reimbursed for their out-of-pocket expenses incurred for attendance at meetings
of directors or shareholders.
There are no committees of the Board of Directors other than a Compensation
Committee. The members of the Compensation Committee are Mr. Virgil J. Falco and
Mr. David K. Klotz.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Board and its Compensation Committee believe that the compensation of
all employees, including executive officers, must be sufficient to attract and
retain highly qualified personnel. The Company has applied a consistent
philosophy to compensation for all employees, including executive officers and
senior management. This philosophy is based on the premise that the achievements
of the Company result from the coordinated efforts of all individuals working
toward common objectives. The Company strives to achieve those objectives
through teamwork that is focused on meeting the expectations of customers and
shareholders.
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable the Company to attract,
retain and reward executive officers and senior management who contribute to the
long-term success of the Company.
The Company pays competitively. The Company is committed to providing
compensation that helps attract and retain individuals of outstanding ability
which recognizes individual performance and corporate performance relative to
the performance of other companies in the computer service industry of
comparable complexity and quality.
Factors considered in setting executive officer and senior management base
compensation are generally subjective. The market value of the Company's stock
is not considered in setting executive officer or senior management
compensation.
The Company's executive officers were compensated at essentially the same
salaries in 1995 as they were in 1994. None of the Company's executive officers
received a bonus in 1995. None of the Company's executive officers have
employment contracts. The Compensation Committee may, in the future, authorize
the payment of discretionary bonus compensation based upon an assessment of an
individual's exceptional contributions to the Company. The Compensation
Committee may also consider a policy of adopting long-term employment contracts
for the Company's executive officers and other significant employees, in order
to
3
<PAGE> 6
provide for continuity of management and to ensure the Company's continued
growth and stability in a competitive environment.
EXECUTIVE OFFICERS
James L. Schultz, President and Treasurer, and David J. Vagnoni, Executive
Vice President, the two executive officers of the Company are also directors and
are identified above under "Information Regarding the Nominees for Election as
Directors".
OTHER SIGNIFICANT EMPLOYEES
Set forth below is a listing of other significant employees of the Company
and a description of their business experience for the past five (5) years.
Mr. Richard D. Iriye has served as Vice President--Systems of the Western
Data Center since 1986. His primary responsibility is for the on-line real time
brokerage and bank systems. Prior to 1986, he served as Systems Manager of
on-line systems.
Mr. William R. McNamee has served as Vice President--Systems of the Eastern
Data Center since 1986. His primary responsibility is for the distributed
processing brokerage system. Prior to 1986, he served as Manager of back office
systems.
Mr. Frank H. Moser, Jr. has served as Vice President--Computer Applications
since 1986. His primary responsibility is for the Company's strategic business
planning program, including the conversion of the Company's software systems to
the IBM platform. He managed the Company's value added resale business until it
was terminated at the end of February 1992.
Mr. David B. Rockacy has served as Vice President--Technical Support since
1986. His primary responsibility is for data center hardware and communications
equipment. Prior to 1986, he served as Manager of technical support.
EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's
executive officers whose aggregate direct compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
COMPENSATION(1)
---------------------------------------------------------
ANNUAL LONG TERM
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(2) OPTIONS(3)
- ------------------------------------ ---- -------- ----- -------- ------------
<S> <C> <C> <C> <C> <C>
James L. Schultz 1995 $173,300 -0- -0- -0-
President and Treasurer 1994 $172,050 -0- -0- -0-
David J. Vagnoni 1995 $173,300 -0- -0- -0-
Executive Vice President 1994 $172,050 -0- -0- -0-
<FN>
- ---------
(1) Includes Directors Fees. Also includes amounts deferred under the Company's
Profit Sharing Salary Reduction Plan. The Company did make a contribution
in fiscal 1995, but no contributions were made for fiscal 1994.
(2) No executive officer received perquisites or other personal benefits in
excess of the lesser of 10% of such officer's cash compensation or $50,000,
nor did all executive officers as a group, receive additional compensation
in excess of the lesser of 10% of such officers' aggregate cash
compensation or $50,000 times the number of such officers.
(3) No stock options were granted to any executive officer in 1994 or 1995, nor
were any previously granted stock options exercised by such persons during
fiscal 1995.
</TABLE>
4
<PAGE> 7
PROFIT SHARING PLAN/SALARY REDUCTION PLAN
The Company sponsors the Computer Research, Inc. Profit Sharing/Salary
Reduction Plan for the benefit of all full-time employees of the Company who
meet the plan's eligibility requirements for participation. The salary reduction
portion of the plan permits plan benefits to be funded by participant elections
to defer a portion (1% to 10%) of current pretax wages, salaries and other cash
compensation for accumulation in the plan's trust fund, and by Company
contributions to the plan's trust fund paid out of current or accumulated net
profits in such varying amounts as may be determined annually by the Board of
Directors. The Company's contributions to the salary reduction portion of the
plan are allocated annually to the individual accounts of active plan
participants according to the terms of each individual Salary Deferral Agreement
with the Company. The Company's contributions under the profit sharing portion
of the plan, as well as any amounts forfeited by terminating participants, are
allocated annually to the individual accounts of the active plan participants
credited with a year of service, in the ratio which a participant's salary
deferrals for the year bears to the aggregate salary deferrals of all plan
participants for such year.
The plan provides for a lump sum payment of accrued benefits upon a
participant's retirement at age 65, or prior to retirement in the event of a
participant's death or total or permanent disability as determined in accordance
with procedures set forth in the plan. Plan benefits are also distributable in
the event of termination of a participant's employment with the Company to the
extent that such benefits have accrued and are non-forfeitable. Company
contributions to the profit sharing portion of the plan become non-forfeitable
in accordance with a graduated scale based upon the participant's credited years
of service with the Company. The Company reserves the right to designate all or
a part of the Company contributions to the profit sharing portion of the plan as
fully vested and non-forfeitable if necessary to meet certain deferral ratio
tests specified in the plan. (The plan also permits loans to participants
subject to certain restrictions and in-service distributions to participants at
or after age 59 1/2 or in the event of extraordinary financial need.) Company
contributions to the salary reduction portion of the plan are fully vested and
non-forfeitable from the date of contribution to the plan.
The Company's contributions to the plan's trust fund are paid out of
current or accumulated net profits in such amounts as determined by the Board of
Directors, subject generally to a maximum Company contribution limitation
equivalent to 15% of the total compensation (exclusive of the value of fringe
benefits) paid or accrued to the plan's participants during the year. Voluntary
post-tax contributions, (exclusive of salary deferral elections) may be made by
participants up to a maximum of 10% of the participant's annual compensation
from the Company.
For the year ended August 31, 1995, the Company's contribution to the plan
for all employees eligible to participate was $57,607.
WARRANTS AND OPTIONS
The Shareholders of the Company approved an Incentive Stock Option Plan on
January 31, 1984 which provides for the issuance to key employees of options for
up to 250,000 shares of the Company's Common Stock. The plan is administered by
the Board of Directors of the Company. The Board may designate a committee to
administer the plan but has not done so to date. The Board (or the Committee)
determines the employees eligible to receive options and the number of options
granted to each such employee. Any option under the plan must have been granted
by February 28, 1993. Generally, options will lapse on the earlier of
(a) expiration of the option term specified by the Committee (which may not
exceed ten years from the date of grant), (b) on the date an employee's
employment terminates, whether voluntarily or involuntarily, for any reason
other than death or (c) three months from the date an employee's employment with
the Company and its subsidiaries terminates due to death. The option price must
be at least 100% of the fair market value of the shares on the date that the
option is granted. Options granted to persons holding more than 10% of the
Company's outstanding shares must have an option exercise price of 110% of the
market value on the date of grant and must have a term of not more than five
years. No employee may be granted options in any calendar year for shares having
any aggregate fair market value in excess of $100,000 plus any "unused limit
carryover" as defined by IRC Section 422A. Messrs. Schultz and Vagnoni,
respectively, hold options to purchase 20,000 and 18,000 shares of the Common
Stock of the Company at $.21 per share, being 110% of the market value on the
date of the grant.
5
<PAGE> 8
No stock options were granted or exercised in fiscal year 1995. The number
and value of all of the unexercised options at August 31, 1995 (fiscal year end)
are shown in the following table. The value of "in-the-money" options refers to
options having an exercise price which is less than the market price of the
Company's common stock on October 31, 1995 computed to be $.54 (which is the
average of the bid and ask prices of the Company's common stock on October 31,
1995, of $.44 and $.63 respectively).
1994 FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
1994 FY-END SHARES IN-THE-MONEY OPTIONS
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James L. Schultz................... 20,000 -0- $6,600(1) -0-
David J. Vagnoni................... 18,000 -0- $5,940(1) -0-
<FN>
- ---------
(1) Represents market value of the Company's common stock at October 31, 1995,
less the exercise price.
</TABLE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
The books of account of the Company have been audited by Grant Thornton,
Independent Auditors, Pittsburgh, Pennsylvania. The Board of Directors has the
authority to designate auditors for the 1996 fiscal year, but has not acted to
date. Representatives of Grant Thornton may be present at the Stockholders
Meeting.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals for inclusion in the form of proxy and
proxy statement. Proposals intended for inclusion in next year's proxy statement
should be sent to the Secretary of the Company, Computer Research, Inc.,
Cherrington Corporate Center, Building 200, Coraopolis, Pennsylvania 15108-3100
and must be received by September 6, 1996.
OTHER MATTERS
The Company knows of no other business than the election of directors that
will be presented to the meeting of stockholders.
Under the federal securities laws, the Company's directors, its executive
officers, and any persons holding more than ten percent of the Company's common
stock are required to report their ownership of the Company's common stock and
any changes in that ownership to the Securities and Exchange Commission. The
Company is required to report in this proxy statement any failure to file
applicable reports. The Company believes that since September 1, 1994 all of
these filing requirements were satisfied by its directors and officers and ten
percent holders. In making this statement, the Company has relied on the written
representations of its incumbent directors and officers and its ten percent
holders and copies of the reports that have been filed with the Securities and
Exchange Commission.
The Annual Report containing the consolidated financial statement of the
Company as of August 31, 1995, and for the fiscal year then ended, accompanies
this Proxy Statement and Notice of Annual Meeting of Stockholders.
6
<PAGE> 9
A COPY OF THE COMPANY'S ANNUAL REPORT, FORM 10-KSB, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN
REQUEST TO COMPUTER RESEARCH, INC., ATTENTION: J. L. SCHULTZ, PRESIDENT,
CHERRINGTON CORPORATE CENTER, BUILDING 200, CORAOPOLIS, PENNSYLVANIA 15108-3100.
By Order of the Board of Directors
WILLIAM LERNER
Secretary
Pittsburgh, Pennsylvania
January 3, 1996
7
<PAGE> 10
PROXY
COMPUTER RESEARCH, INC.
CHERRINGTON CORPORATE CENTER
BUILDING 200
CORAOPOLIS, PA 15108-3100
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON JANUARY 30, 1996
The undersigned hereby appoints James L. Schultz, David J. Vagnoni and William
Lerner, and each of them, proxies with the powers the undersigned would possess
if personally present, and with full power of substitution, to vote all common
shares of the undersigned in Computer Research, Inc. at the annual meeting of
shareholders on January 30, 1996, and at any adjournment, upon the matters
described in the proxy statement furnished herewith and all other subjects that
may properly come before the meeting. IF NO DIRECTIONS ARE GIVEN, THE
INDIVIDUALS DESIGNATED ABOVE WILL VOTE FOR THE NOMINEES FOR DIRECTORS LISTED
HEREIN AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF YOU DO NOT SIGN AND RETURN
A PROXY, OR ATTEND THE
MEETING, YOUR SHARES CANNOT BE
VOTED.
PLEASE SIGN ON REVERSE SIDE
AND RETURN IN THE ENCLOSED
ENVELOPE PROMPTLY TO
COMPUTER RESEARCH, INC.
CHERRINGTON CORPORATE
CENTER
BUILDING 200
CORAOPOLIS, PA 15108-9912
(Please see reverse side)
PLEASE MARK VOTES / X /
ELECTION OF DIRECTORS
DIRECTORS RECOMMEND A VOTE "FOR" ALL NOMINEES LISTED BELOW:
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY) TO VOTE FOR ALL NOMINEES
LISTED BELOW
JAMES L. SCHULTZ, DAVID J. VAGNONI, LYNN M. BUSHMAN, VIRGIL J. FALCO, AND DAVID
K. KLOTZ.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL WRITE THE
NOMINEE'S NAME IN THE SPACE BELOW.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------- Date: , 1996
Sign here as name(s) appears on label --------------------
PLEASE SIGN THIS PROXY AND RETURN PROMPTLY
