<PAGE>
SCHEDULE 14A
(Rule 14a-101)
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:
Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-
12
MONARCH
AVALON, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
$125 per Exchange Act Rule 0-11(c) (1) (ii), 14a-6(i) (1),
or 14a-6(j) (2),
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i) (3).
Fee computed on table below per Exchange Act Rules 14a-
6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(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 0-11:1
(4) Proposed maximum aggregate value of transaction:
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:
__________
BAODOCS1\0022411.01
<PAGE>
PRELIMINARY COPY
MONARCH AVALON, INC.
4517 Harford Road
Baltimore, Maryland 21214
September 1, 1995
Dear Stockholder:
Your Company cordially invites you to attend the 1995
Annual Meeting of Stockholders which will be held at 3:00
P.M. on Friday, October 6, 1995, at the Center Club,
U.S.F.&G. Building, 100 Light Street, Baltimore, Maryland.
The Notice of Annual Meeting and Proxy Statement
accompanying this letter describes the business to be
transacted at the Annual Meeting. A copy of the Annual
Report to Stockholders is also enclosed herewith.
Whether you plan to attend or not, we urge you to sign,
date and return the enclosed proxy card in the postage-paid
envelope provided, in order that as many shares as possible
may be represented at the Annual Meeting. Returning your
proxy does not deprive you of your right to attend the
Annual Meeting and vote your shares in person.
A majority of the outstanding shares of Common Stock
must be represented at the Annual Meeting in order to
transact business, and accordingly, the vote of every
stockholder is important. Your cooperation in returning
your executed proxy promptly will be appreciated.
Sincerely,
Jackson Y. Dott,
President
BAODOCS1\00224111.02
<PAGE>
MONARCH AVALON, INC.
Notice of Annual Meeting of Stockholders
to be held October 6, 1995
To the Stockholders of
Monarch Avalon, Inc.
Notice is hereby given that the Annual Meeting of the
Stockholders of Monarch Avalon, Inc. (the OCompanyO) will be
held on Friday, October 6, 1995 at 3:00 P.M., prevailing
local time, at the Center Club, U.S.F.&G. Building, 100
Light Street, Baltimore, Maryland for the following
purposes:
(1) To elect a Board of Directors to hold office for the
ensuing year and until their successors are elected and
qualified.
(2) To ratify the appointment of Deloitte & Touche L.L.P. as
the CompanyOs independent accountants for the fiscal year
ending April 30, 1996.
(3) To consider and act upon a proposal to grant to a
director options to purchase the Common Stock of the
Company.
(4) To consider and act upon a proposal to extend the term
of options previously granted to two directors.
(5) To transact such other business as may properly be
brought before the Annual Meeting.
Stockholders of record at the close of business on
August 28, 1995 are the only stockholders entitled to notice
of and to vote at the Annual Meeting of Stockholders.
By Order of the Board of
Directors
STEVEN M. SZEKELY
Secretary
September 1, 1995
STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND EXECUTE THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE. SHOULD YOU DESIRE TO VOTE YOUR SHARES IN PERSON AT
THE ANNUAL
<PAGE>
MEETING, YOU MAY DO SO EVEN THOUGH YOU HAVE PREVIOUSLY
RETURNED THE ENCLOSED PROXY.
MONARCH AVALON, INC.
4517 Harford Road
Baltimore, Maryland 21214
PROXY STATEMENT
for the Annual Meeting of Stockholders
to be held October 6, 1995 at 3:00 p.m.
at the Center Club, U.S.F.&G. Building,
100 Light Street, Baltimore, Maryland
INFORMATION CONCERNING THE SOLICITATION
This proxy statement is furnished in connection with
the solicitation of proxies on behalf of the Board of
Directors of Monarch Avalon, Inc. (the "Company") to be
voted at the CompanyOs Annual Meeting of Stockholders to be
held on October 6, 1995 at 3:00 p.m., prevailing local time,
and any adjournments and postponements thereof (the "Annual
Meeting"). A stockholder may revoke his proxy at any time
prior to its use by execution of another proxy bearing a
later date or by notifying the Secretary of the Company in
writing. The proxy materials are being mailed to
stockholders on or about September 1, 1995.
The cost of preparing, assembling and mailing the proxy
materials and of reimbursing brokers, nominees and
fiduciaries for the out-of-pocket and clerical expense of
transmitting copies of the proxy materials to the beneficial
owners of shares held of record by such persons will be
borne by the Company. The Company does not intend to solicit
proxies otherwise than by use of the mails, but certain
officers and regular employees of the Company may, without
additional compensation, use their personal efforts, by
telephone or otherwise, to obtain proxies.
The principal executive offices of the Company are
located at 4517 Harford Road, Baltimore, Maryland 21214.
<PAGE>
OWNERSHIP OF VOTING SECURITIES
Only stockholders of outstanding Common Stock of the
Company of record at the close of business on August 28,
1995 are entitled to notice of and to vote at the Annual
Meeting. On August 15, 1995, 1,620,170 shares of Common
Stock were outstanding, each of which is entitled to one
vote. There is no provision for cumulative voting.
Listed in the following table are the only beneficial
owners as of August 15, 1995 of more than 5% of the
CompanyOs outstanding Common Stock who are known to the
Company and the number of shares owned by directors and
officers as a group:
<TABLE>
<CAPTION>
Amount and
Nature of
Percent
Title of Name and Address of Beneficial
of
Class Beneficial Owner Ownership(1)
Class(2)
<S> <C> <C> <C>
Common A. Eric Dott 457,190 23.8%
4517 Harford Road Shares(3)
Baltimore, Maryland 21214
Common Jackson Y. Dott 467,529
28.2%
4517 Harford Road Shares (4)
Baltimore, Maryland 21214
Common All Directors and Executive Officers
994,852 50.8%
as a Group (6 persons) Shares(5)
</TABLE>
(1) In each case the beneficial owner has sole voting and
investment power.
(2) The calculation of percent of class is based on the
number of shares of Common Stock outstanding as of August
15, 1995, plus shares purchasable upon exercise of options
by such person or persons.
(3) Included in shares beneficially owned are 300,000 shares
purchasable by Mr. Eric Dott upon exercise of options held
by him.
(4) Included in shares beneficially owned are 40,000 shares
purchasable by Mr. Jackson Dott upon exercise of options
held by him.
(5) Included in shares beneficially owned are 380,000 shares
purchasable by the directors and executive officers as a
group upon exercise of options held by them. The grant of
options for an additional 40,000 shares for one director
is subject to approval of the stockholders at the Annual
Meeting.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors of the Company has fixed the
number of directors at four. Mr. A. Eric Dott, Mr. Jackson
Y. Dott, Mr. Charles C. Baum and Mrs. Helen Delich Bentley
have been nominated for a term of one year and until their
successors are elected and qualified. Each of the nominees
is a member of the present Board of Directors. Proxies
solicited hereby cannot be voted for a greater number of
persons than the number of nominees named. If at the time
of the Annual Meeting any of the nominees should be unable
or decline to serve, the discretionary authority provided in
the proxy may be
<PAGE>
exercised to vote for a substitute or substitutes. The Board
of Directors has no reason to believe that any substitute
nominee or nominees will be required.
<PAGE>
<TABLE>
<CAPTION>
Name, Age, Principal
Occupation(s) Common Stock
and Business Experience DirectorBeneficially
Owned Percent
During Past 5 Years Since on June 30, 1994(1)
of Class(2)
<S> <C> <C> <C>
A. Eric Dott, Age 68 1970457,190(3) 23.8%
Chairman of the Board at
the Company since 1990;
President and Chief
Executive Officer at the
Company from 1949 to 1990.
Mr. Dott is the father of
Jackson Y. Dott, President
of the Company
Jackson Y. Dott, Age 37 1987467,529(4) 28.2%
President, Treasurer and
Chief Executive Officer at
the Company since 1990;
Secretary of the Company
from 1984 to 1990;
Operations Manager of
Microcomputer Games, Inc.
from 1981 to 1991. Mr.
Dott is the son of A. Eric
Dott, Chairman of the
Company.
Charles C. Baum, Age 53 1993 55,000(4) 3.3%
Secretary/Treasurer of
United Holdings Co., Inc.
since 1973 and a director
since 1986; Chairman and
CEO of The Morgan Group,
Inc. since 1992; Director
of Gabelli Securities,
Inc., Gabelli & Co., and
Gabelli Funds, Inc.
Helen Delich Bentley, Age
71 1995 3,080(4) (5)
President of Helen Bentley
and Associates, Inc. since
1995; Consultant for The
Port of Baltimore since
1995; Member of the U.S.
House of Representatives
from 1985-1995.
</TABLE>
(1) Unless otherwise indicated, all shares are held with
sole voting and investment power.
(2) Percent of class assuming exercise of the options held
by such nominee.
(3) Includes 300,000 shares purchasable upon the exercise of
an option
(4) The grant of options for an additional 40,000 shares for
Mrs. Bentley is subject to approval of the stockholders at
the Annual Meeting
(5) Less than 1%.
The Board of Directors recommends that stockholders
vote FOR the election of each of the nominees.
It is intended that unless contrary instructions are
given, the persons named in the accompanying proxy will vote
all proxies in favor of the nominees listed above to serve
for the coming year and until their successors are elected
and qualified.
<PAGE>
Committees of the Board of Directors and Meeting Attendance
The Board of Directors met four times during the last
fiscal year. The Board has
a standing Audit Committee, but does not have nominating or
compensation
committees.
The Audit Committee consists of Charles C. Baum and
Helen Delich Bentley.
The Committee met with the CompanyOs independent accountants
once during the last fiscal year. The Audit Committee
recommends engagement of the CompanyOs independent
accountants, reviews the arrangements and scope of the audit
and the performance of the independent accountants, reviews
the financial statements, considers comments made by the
independent accountants with respect to the CompanyOs system
of internal accounting control and reviews non-audit
services provided by the CompanyOs independent accountants.
No Director attended less than 75% of the aggregate
number of meetings of the Board of Directors and any Board
committee on which such director served.
The CompanyOs Directors receive no cash compensation
for their services as Directors. As compensation for their
services as directors of the Company,
on July 19, 1994 Charles C. Baum and Jackson Y. Dott were
each granted an option to purchase 40,000 shares of Common
Stock for $2.00 per share (the "1994 Options"). As
compensation for her services as a director of the Company,
on April 5, 1995 Helen Delich Bentley was granted, subject
to approval of the stockholders at the Annual Meeting, an
option to purchase 40,000 shares of the Company's Common
Stock for $2.00 per share. The 1994 Options will expire on
September 30, 1995, and if the stockholders approve the
proposal to extend the term of such options at the Annual
Meeting, the 1994 Options will expire on September 30, 1996.
Subject to stockholder approval at the Annual Meeting, the
options granted to Mrs. Bentley will expire on September 30,
1996.
Certain Executive Officers of the Company
Steven M. Szekely, age 71, has served as Executive Vice
President of the Company since April, 1979 and as Secretary
since January, 1990. He also served as Treasurer from
September, 1984 to January 1990.
Frank E. Fontanazza, age 42, has served as Chief
Financial Officer of the Company since May, 1990. In August
1995 Mr. Fontanazza resigned effective September 1, 1995.
As of the date of the proxy statement the Company has not
selected a successor to Mr. Fontanazza.
<PAGE>
Certain Transactions
Mr. A. Eric Dott is the joint owner with his wife of
certain real property located
in Baltimore, Maryland comprising approximately 32,000
square feet and utilized
as offices and plant by the Company under a lease expiring
in 1999. The lease calls for an annual net rental of
$107,131.20 through June, 1996. The management of the
Company believes that the terms of its lease with the Dotts
are comparable to those which would be obtainable in leases
with non-affiliated parties.
Executive Compensation
The following table sets forth the compensation paid or
allocated to the chief executive officer for services
rendered to the Company in all capacities during the years
ended April 30, 1993, 1994 and 1995. Compensation paid to
each other executive officer of the Company did not exceed
$100,000 in any such year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual CompensationCompensation
Securities
Underlying All Other
SalaryBonus Options/ Compensation
Name and Principal PositionYear ($) ($) SARs($)
<S> <C> <C> <C> <C> <C>
Jackson Y. Dott 199541,600 - 40,000(1) -
Chief Executive Officer199441,600 - - -
199341,600 - - 284*
</TABLE>
*profit sharing contribution
(1) These options will expire on September 30, 1995, and if
stockholder approval is obtained at the Annual Meeting
with respect to the extension of the term of such option,
such option will expire on September 30, 1996.
Option Grants
The following table shows, as to the person named, the
options to purchase Common Stock granted by the Company in
the fiscal year ended April 30, 1995.
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN THE FISCAL YEAR ENDED APRIL 30, 1995
Individual Grants
% of
Total
Options
Granted
Options to All Exercise
Granted Employees Price
Expiration
Name (Shares)(1) in 1995 Per Share
Date
<S> <C> <C> <C> <C>
Jackson Y. Dott 40,000 100 $2.00
1995(2)
</TABLE>
(1) The options are non-qualified and became exercisable
upon the date of grant.
(2) These options will expire on September 30, 1995, and
if stockholder approval is obtained at the Annual Meeting
with respect to the extension of the term of such option,
such option will expire on September 30, 1996.
Stock Option Exercises and Holdings
The following table includes the number of shares
covered by all remaining
unexercised stock options as of April 30, 1995, segregated
on both an exercisable and unexercisable basis. Finally,
also reported is the value for Oin-the-moneyO options which
represents the difference between the exercise price of any
such remaining unexercised options and the year-end market
price of the Common Stock.
<PAGE>
<TABLE>
<CAPTION>
EXERCISES IN FISCAL YEAR ENDED APRIL 30, 1995
AND FISCAL YEAR-END VALUES
Value of
Number of UnexercisedUnexercised In-the-Money
Options at FY-End Options at FY-End
Shares
Acquired onValue
Name Exercise (#) Realized ($)ExercisableUnexercisableExercisable
Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Jackson Y. Dott 0 0 40,000(1) 0 $35,000 $0
</TABLE>
(1)EThis option will expire on September 30, 1995, and if
stockholder approval is obtained at the Annual Meeting with
respect to the extension of the term of such option, such option
will expire on September 30, 1996.
<TABLE>
<CAPTION>
NEW PLAN BENEFITS
Dollar
Number of
Name and Position Value ($)(1)
Shares
<S> <C> <C>
Jackson Y. Dott
............................................................
........................... $35,000 40,000
President
Charles C. Baum
............................................................
......................... 35,000 40,000
Director
Helen Delich Bentley
............................................................
................. 50,000(2) 40,000
Director
All current executive officers as a group
................................................ 0
40,000
All current directors who are not executive officers as a
group ............. 0 80,000
All employees, excluding executive officers, as a group
....................... 0 0
</TABLE>
(1)EDollar value determined based on the difference between
the closing price on the Nasdaq National Market of the
Common Stock underlying the options on the date of grant
of the options, and the exercise price of the options.
(2) Mrs. Bentley's options have been granted subject to the
approval of stockholders at the Annual Meeting.
PROPOSAL TWO: GRANT OF STOCK OPTIONS
The options proposed to be approved for Helen Delich
Bentley, a Director of the Company, are in respect of 40,000
shares, and are exercisable, subject to stockholder
approval, at an exercise price of $2.00 per share. The
options terminate on September 30, 1996. The resolution of
the Board of Directors setting forth the terms of such
options is attached hereto as Annex A.
<PAGE>
The Board of Directors concluded that the grant of
these options was desirable as part of its efforts to
promote the long-term growth and profitability of the
Company by providing directors and certain officers of the
Company with incentives to improve stockholder value and
contribute to the success of the Company and to enable the
Company to attract, retain and reward the best available
persons for positions of substantial responsibility.
The Board of Directors recommends a vote FOR the
approval of the grant of these options.
PROPOSAL THREE: EXTENSION OF OPTIONS
The Company is proposing to extend the term of the 1994
Options previously granted to each of Jackson Y. Dott and
Charles C. Baum. The Company is proposing to extend the
termination of the 1994 Options from September 30, 1995 to
September 30, 1996. The 1994 Options are exercisable at an
exercise price of $2.00 per share. The Board's reasons for
extending the termination of the 1994 Options are the same
as those set forth above under the discussion of Proposal
Two. The resolution of the Board of Directors setting forth
the terms of such options as proposed to be extended are
attached hereto as Annex B.
The Board of Directors recommends a vote FOR the
approval of the extension of the term of the 1994 Options.
PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
Subject to ratification by the stockholders, the Board
of Directors has appointed Deloitte & Touche L.L.P. as
independent accountants to audit the financial statements
for the year ending April 30, 1996. Representatives of
Deloitte & Touche L.L.P. are expected to be present at the
Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to
respond to appropriate questions.
The Board of Directors recommends that stockholders
vote FOR ratification Deloitte & Touche L.L.P. as
independent accountants.
VOTE REQUIRED TO APPROVE MATTERS
A quorum for the meeting requires the presence in
person or by proxy of holders of a majority of the
outstanding shares of Common Stock. The election of each
director
<PAGE>
requires a plurality of the votes present and entitled to
vote. The approval of each other proposal requires the
affirmative vote of the holders of a majority of the shares
represented at the meeting and entitled to vote.
Votes cast by proxy or in person at the Annual Meeting
will be tabulated by the Teller of Elections appointed for
the Annual Meeting and will determine whether or not a
quorum is present. Where, as to any matter submitted to the
stockholders for a vote, proxies are marked as abstentions
(or stockholders appear in person but abstain from voting),
such abstentions will be treated as shares that are present
and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the
stockholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not
be considered as present and entitled to vote with respect
to that matter.
Section 2.10 of Article II of the CompanyOs Bylaws
requires compliance with a procedure under which a
stockholder may nominate a candidate for election as
director at an annual meeting. The nomination is required to
be (i) written (ii) delivered to, or mailed and received at,
the executive offices of the Company not less than 60 days
nor more than 90 days prior to the date of the scheduled
annual meeting and (iii) accompanied by (A) the name, age,
business address and residence of the stockholder and each
person whom the stockholder proposes to nominate for
election or re-election as a director, (B) the principal
occupation or employment of such persons, (C) the number of
shares of Company stock which are beneficially owned by such
persons that is required to be disclosed in solicitations of
proxies with respect to nominees for election as directors,
pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended, and (E) the name and address, as they
appear on the CompanyOs books, of the stockholder making the
nomination and any other stockholder known by such
stockholder to support such nomination, and the number of
shares of Company stock beneficially owned by all such
stockholders. If notice or public disclosure of the date of
the annual meeting occurs less than 70 days prior to the
date of the annual meeting, stockholders must deliver to the
Company, or mail and have received at the Company, the
nomination and the required attendant information not later
than the close of business on the tenth day following the
earlier of (i) the day on which such notice of the date of
the annual meeting was mailed or (ii), the day on which such
public disclosure was made. This discussion is intended to
summarize Section 2.10 of Article II of the CompanyOs
Bylaws, and is qualified in its entirety by reference to the
CompanyOs Bylaws.
As the notice of the 1995 Annual Meeting of
Stockholders is being mailed on or about September 1, 1995,
the nomination and the required attendant information must
be received at the Company by the close of business on
September 11, 1995.
<PAGE>
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
StockholdersO proposals intended to be presented at the
1996 Annual Meeting
of Stockholders must be received by the Company no later
than May 6, 1996 to be considered for inclusion in the
CompanyOs proxy statement and form of proxy for that
meeting. Proposals should be sent to the Secretary of the
Company at the executive offices of the Company. For details
concerning eligibility, extent and limitations respecting
the right to include proposals, stockholders should consult
the proxy regulations of the Securities and Exchange
Commission.
OTHER MATTERS
As of the date of this proxy statement, the Board of
Directors is not aware of any matters, other than those
stated above, that may be brought before the Annual Meeting.
The persons named in the enclosed form of proxy or their
substitutes will vote said proxy in respect of any such
business in accordance with their best judgment.
STEVEN M. SZEKELY
Secretary
September 1, 1995
<PAGE>
ANNEX A
RESOLVED: That Helen D. Bentley hereby is granted, subject
to approval by the stockholders, an option to purchase
40,000 shares of the Company's Common Stock, $.25 par value,
for $2.00 a share. Such option shall be exercisable in
whole or in part by written notice to the Company, and shall
expire, to the extent unexercised, on September 30, 1996.
<PAGE>
ANNEX B
RESOLVED: That the options previously granted to Messrs.
Jackson Y. Dott and Charles C. Baum be and each of them
hereby is extended, subject to approval by the stockholders,
and that as extended each of such options shall entitle
Messrs. Dott and Baum, as the case may be, to purchase
40,000 shares of the Company's Common Stock, $.25 par value
for $2.00 a share. Each such option shall be exercisable in
whole or in part by written notice to the Company, and each
such option shall expire, to the extent unexercised, on
September 30, 1996.
<PAGE>
APPENDIX I
MONARCH AVALON, INC.
Proxy for Annual Meeting of Stockholders
October 6, 1995
The undersigned hereby appoints A. Eric Dott and
Charles C. Baum, and each of them, with full power of
substitution, as proxy, to vote all shares of the Common
Stock of Monarch Avalon, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of
stockholders of the Company on October 6, 1995 at 3:00 p.m.,
and at any adjournments or postponements thereof (the
"Annual Meeting"), on the following matters, each of which
is fully described in the proxy statement.
The Board of Directors recommends a vote FOR each of
the items listed below.
1. FOR WITHHOLD The election of four persons to the Board
of Directors of the Company to serve until the next annual
meeting of stockholders and until their successors are
elected and qualified. (except as marked to the contrary):
A. Eric Dott, Charles C. Baum, Jackson Y. Dott and Helen
Delich Bently (to withhold authority to vote for any
individual nominee strike a line through the nominee's name)
2. FOR AGAINST ABSTAIN Proposal to ratify Deloitte &
Touche, L.L.P. as independent auditors of the Company for
the fiscal year ending April 30, 1996.
3. FOR AGAINST ABSTAIN Proposal to grant to Helen Delich
Bentley options to purchase 40,000 shares of the Common
Stock of the Company.
4. FOR AGAINST ABSTAIN Proposal to extend term of options
to purchase 40,000 shares of the Common Stock of the Company
previously granted to Jackson Y. Dott and Charles C. Baum.
5. To act upon any other matter as may properly be brought
before the Annual Meeting.
This proxy will be voted on each of the foregoing items as
specified by the person signing it, but if no specification
is made, the proxy will be voted FOR the election of
Directors and FOR the other proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
IT MAY BE REVOKED PRIOR TO ITS EXERCISE.
<PAGE>
Receipt of notice of the Annual Meeting and proxy statement
is hereby acknowledged, and the terms of the notice and
statement are hereby incorporated by reference into this
proxy. The undersigned hereby revokes all proxies
heretofore given for the Annual Meeting.
WITNESS the hand and seal of the undersigned, this day
of , 1995.
(SEAL)
(SEAL)
Please date and then sign exactly as name appears to the
right.
If signing for trusts, estates or corporations, capacity or
title
should be stated. If shares are jointly owned, both owners
should sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
BAODOCS1\0022411.01
