<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
COMPUTER RESEARCH, INC.
- --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
/X/ No fee required
<PAGE> 2
COMPUTER RESEARCH, INC.
SOUTHPOINTE PLAZA I, SUITE 300
400 SOUTHPOINTE BOULEVARD
CANONSBURG, PA 15317-8539
------------------
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 26, 1999
------------------
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 26, 1999 at 10:00 o'clock a.m.
at The Southpointe Club, 360 Southpointe Boulevard, Canonsburg, Pennsylvania
15317, 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 8, 1998, 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 6, 1999
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.
SOUTHPOINTE PLAZA I, SUITE 300
400 SOUTHPOINTE BOULEVARD
CANONSBURG, PA 15317-8539
---------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 1999
---------------
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 Southpointe Club, 360 Southpointe Boulevard, Canonsburg, Pennsylvania
15317 at 10:00 o'clock A.M. on Tuesday, January 26, 1999. This Statement and the
attached form of proxy are being sent to the stockholders of the Company
commencing on January 6, 1999.
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 8, 1998, the record date for the
determination of the stockholders entitled to vote at the Annual Meeting, there
were outstanding 4,037,255 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. Directors are elected by a plurality of the votes
cast by the holders of shares of Common Stock present or represented by proxy at
the meeting, with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes do not affect the plurality vote. The
affirmative vote of a majority of the shares of Common Stock in attendance or
represented at the meeting is required to approve the amendment to the Computer
Research, Inc. Articles of Incorporation. Abstentions and broker non-votes will
have the same effect as a negative vote with respect to this matter.
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 8, 1998:
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS AMOUNT AND NATURE OF OF CLASS
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) --------
<S> <C> <C>
James L. Schultz 883,310 21.88%
Computer Research, Inc.
Southpointe Plaza I, Suite 300
400 Southpointe Boulevard
Canonsburg, PA 15317-8539
</TABLE>
1
<PAGE> 4
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS AMOUNT AND NATURE OF OF CLASS
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) --------
<S> <C> <C>
David J. Vagnoni 520,185 12.88%
Computer Research, Inc.
Southpointe Plaza I, Suite 300
400 Southpointe Boulevard
Canonsburg, PA 15317-8539
Lynn M. Bushman, CPA 295,957 7.30%
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>
PERCENT
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF OF CLASS
------------------------ BENEFICIAL OWNERSHIP(1) --------
<S> <C> <C>
James L. Schultz, Officer and Director 883,310 21.88%
David J. Vagnoni, Officer and Director 520,185 12.88%
Lynn M. Bushman, Director 295,957 7.30%
Kenneth C. Ebbitt, Director 20,000 *
K. David Klotz, Director 750 *
William Lerner, Officer 2,500 *
All officers and directors as a group 1,722,702 42.67%
(6 persons)
</TABLE>
- -------
* Less than 1% of the shares outstanding.
(1) Shares are owned of record and beneficially.
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 A DIRECTOR SINCE
---- --- PRINCIPAL OCCUPATION ----------------
<S> <C> <C> <C>
James L. Schultz 62 President and Treasurer of the Company 1969
David J. Vagnoni 62 Executive Vice President of the Company 1974
Lynn M. Bushman 61 C.P.A. Bushman Miyasaki & Prince, L.L.C. 1984
Salt Lake City, Utah
Kenneth C. Ebbitt 57 Chairman and Chief Executive 1997
Officer, Wall Street Connect
Hackensack, New Jersey
K. David Klotz 49 Director, Commonwealth Telephone 1994
Enterprises
Harrisburg, Pennsylvania
</TABLE>
2
<PAGE> 5
Certain information with regard to the Nominees standing for election as
Directors follows:
Mr. Schultz has served as President and Treasurer of the Company since
August, 1975. As holder of approximately 22% 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.
Mr. Vagnoni has served as Executive Vice President of the Company
since 1973. As holder of approximately 13% 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. Ebbitt has extensive experience in the securities industry. In
1984, Mr. Ebbitt was a founder of Cortland Financial Group, a registered
SEC investment advisor, and was its Chairman and Chief Executive Officer
until January 1991, when the company was sold to Reich & Tang, Inc. Mr.
Ebbitt then became an Executive Vice President of Reich & Tang, Inc. until
June 1995 when he became Chairman and Chief Executive Officer of Waterhouse
Asset Management Corporation, a registered SEC investment advisor, located
in White Plains, New York. Mr. Ebbitt was also a founder of Cortland Trust,
a registered SEC investment company, and was its Chairman until December
1995. In January 1997 Mr. Ebbitt became Chairman and CEO of Wall Street
Connect, a provider of specialized computer related services to the
securities industry.
Mr. Klotz became Director of Commonwealth Telephone Enterprises,
provider of telecommunications services in January 1999. He had been Vice
President of Next Link, Inc., a provider of specialized communications and
telecommunications services to businesses in January 1998 and a Vice
President-Sales of Pace Long Distance Service, a re-seller of long distance
telephone services from 1994 to December 1996. 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 three regular meetings in 1998. All directors
attended all of the relevant board meetings held during 1997. Directors are paid
an attendance fee of $1,500 for each board meeting attended in person, $250 for
each telephone meeting, 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 were Mr. Kenneth C. Ebbitt
and Mr. K. David Klotz. The Committee met once in 1998.
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.
3
<PAGE> 6
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 salaries of the Company's executive officers were essentially the same
in 1998 as they were in 1997. None of the Company's executive officers received
a bonus in 1998. 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 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.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
COMPENSATION(1)
------------------------------------------------------
ANNUAL LONG TERM
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS OTHER(2) OPTIONS(3)
--------------------------- ---- --------- ----- -------- ----------
<S> <C> <C> <C> <C> <C>
James L. Schultz 1998 $189,500 -0- -0- -0-
President and Treasurer 1997 $189,500 -0- -0- -0-
David J. Vagnoni 1998 $189,500 -0- -0- -0-
Executive Vice President 1997 $189,500 -0- -0- -0-
</TABLE>
- ---------
(1) Includes Directors Fees.
(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. Amounts deferred
under the Company's Profit Sharing Salary Reduction Plan in 1998 totaled
$5,138 for Mr. Schultz and $4,891 for Mr. Vagnoni.
(3) No stock options were granted to any executive officer in 1998. (See
"Warrants and Options").
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, 1998, the Company's contribution to the plan
for all employees eligible to participate was $54,000 and $224,540 for 1997.
5
<PAGE> 8
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. All stock options which were
exercisable under the Plan expired on February 22, 1996, unless exercised prior
to that date. 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.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The books of account of the Company have been audited by Arthur Andersen
LLP, Independent Auditors, Pittsburgh, Pennsylvania. The Board of Directors has
the authority to designate auditors for the 1998 fiscal year, but has not acted
to date. Representatives of Arthur Andersen LLP 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.,
Southpointe Plaza I, Suite 300, 400 Southpointe Boulevard Canonsburg, PA
15317-8539 and must be received by September 4, 1999.
OTHER MATTERS
The Company knows of no other business than the election of directors and
the Amendment to the Computer Research Inc. Articles of Incorporation 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, 1997 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, 1998, 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.
By Order of the Board of Directors
WILLIAM LERNER
Secretary
Pittsburgh, Pennsylvania
January 6, 1999
7
<PAGE> 10
PROXY
COMPUTER RESEARCH, INC.
SOUTHPOINTE PLAZA I, SUITE 300
400 SOUTHPOINTE BOULEVARD
CANONSBURG, PA 15317-8539
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON JANUARY 26, 1999
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 26, 1999, 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.
SOUTHPOINTE PLAZA I, SUITE
300
400 SOUTHPOINTE BOULEVARD
CANONSBURG, PA 15317-8539
(Please see reverse side)
PLEASE MARK VOTES [X]
1. ELECTION OF DIRECTORS
DIRECTORS RECOMMEND A VOTE "FOR" ALL NOMINEES LISTED BELOW:
[ ] FOR ALL NOMINEES LISTED BELOW
(EXCEPT AS MARKED TO THE CONTRARY)
[ ] WITHHOLD AUTHORITY
TO VOTE FOR ALL NOMINEES LISTED BELOW
JAMES L. SCHULTZ, DAVID J. VAGNONI, LYNN M. BUSHMAN, KENNETH C. EBBITT, AND K.
DAVID KLOTZ.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL WRITE THE
NOMINEE'S NAME IN THE SPACE BELOW.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Date: , 1999
- --------------------------------------------------------- -----------
Sign here as name(s) appears on label
PLEASE SIGN THIS PROXY AND RETURN PROMPTLY
