ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 7, 1995
The Annual Meeting of Stockholders of Aceto Corporation,
a New York corporation, ("the Company"), will be
held at the LaGuardia Marriott Hotel, 102-05 Ditmars
Boulevard, Elmhurst, New York, at 10:00 A.M. New York City
time, on Thursday, December 7, 1995 for the following
purposes:
1. To elect nine directors to hold office until the
next Annual Meeting of Stockholders or until their
successors are elected and qualified.
2. 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 September
22, 1995 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting.
If you do not expect to attend the meeting in person, please fill
in, sign, and return the enclosed form of proxy.
By order of the Board of Directors,
DONALD HOROWITZ
Secretary
Lake Success, New York
October 20, 1995
ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
December 7, 1995
Approximate Mailing Date of Proxy Statement and Form of Proxy:
October 20, 1995
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Aceto Corporation
("the Company") of proxies to be voted at the Annual Meeting
of Stockholders to be held on Thursday, December 7, 1995 and
at any adjournment thereof.
A stockholder who executes and mails a proxy in the enclosed
return envelope may revoke such proxy at any time prior to
its use by notice in writing to the Secretary of the Company
or by revocation in person at the Annual Meeting. Unless so
revoked, the shares represented by duly executed proxies
received by the Company prior to the Annual Meeting will be
voted for or against the proposals referred to therein and
presented at the Annual Meeting in accordance with the
stockholder's instructions marked thereon. If no
instructions are marked thereon, proxies will be voted (l)
FOR the election as directors of the nominees named below
under the caption "ELECTION OF DIRECTORS"; (2) in the
discretion of the proxies named on the proxy card with
respect to such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The close of business on September 22, 1995 has been fixed
as the record date for the determination of stockholders
entitled to notice and to vote at the meeting. At that
record date, the following classes of stock were outstanding
and entitled to notice and vote:
Shares Votes per
Class Outstanding Share Votes
Second series preferred stock 28,316 3.0482* 86,313
Third series preferred stock 100,000 1.8788* 187,880
Fourth series preferred stock 40,000 1.7371* 69,484
Fifth series preferred stock 40,000 1.6060* 64,240
Sixth series preferred stock 40,000 1.4849* 59,396
Seventh series preferred stock 40,000 1.3728* 54,912
Eighth series preferred stock 40,000 1.3200* 52,800
Total preferred stock 328,316 575,025
Common stock 4,810,803 1.0000 4,810,803
Total All Classes 5,139,119 5,385,828
*Adjusted for all subsequent stock dividends.
All of the outstanding preferred stock is held by the Aceto
Corporation Profit Sharing Plan.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of September 22, 1995
certain information with respect to each person who to the
best of the knowledge of the Company beneficially owned more
than 5% of the outstanding shares of the Company's common or
preferred stock:
NAME and ADDRESS COMMON STOCK PREFERRED STOCK
Amount & Nature Amount & Nature
of Beneficial % of of Beneficial % of
Ownership Class Ownership Class
Arnold Frankel 312,569(1) 6.5% 328,316(3) 100%
One Hollow Lane
Lake Success, NY 11042
Robert E. Parsont 31,609(1)(2) 0.7% 328,316(3) 100%
One Hollow Lane
Lake Success, NY 11042
Samuel I. Hendler 3,349(1) 0.1% 328,316(3) 100%
319 Willis Avenue
Mineola, NY 11501
Aceto Corporation
Profit Sharing Plan 94,707(3) 1.9% 328,316(3) 100%
One Hollow Lane
Lake Success, NY 11042
Lazard Freres & Co. 267,128(4) 5.6%
One Rockefeller Plaza
New York, NY 10020
T. Rowe Price
Associates, Inc. 351,500(5) 7.3%
100 East Pratt Street
Baltimore, MD 21202
(l) Messrs. Frankel, Parsont and Hendler have, or share with
their wives, voting power and investment power with respect
to the shares owned directly by each of them.
(2) Includes 10,560 shares of currently exercisable stock options.
(3) These shares are owned by the Company's Profit Sharing
Retirement Plan ("the Plan"), vote as a class with Common
Stock, and are entitled to a total of 575,025 votes at this
Annual Meeting of Stockholders. The Trustees of the Plan are
Arnold Frankel, Robert E. Parsont and Samuel I. Hendler, who
have voting and investment power with regard to these
shares, and who disclaim ownership thereof. The preferred
stock owned by the Plan is convertible into common stock at
various conversion rates set forth in the Certificates of
Amendment of the Certificate of Incorporation of the Company
fixing the number, designation, relative rights, preferences
and limitations of each series of preferred stock. As of
September 22, 1995, the 328,316 shares of preferred stock
owned by the Plan were convertible into 94,707 shares of
common stock, and, if so converted on that date, the said
shares of common stock would comprise 1.9% of the class.
(4) Lazard Freres has investment power and voting power for
the shares beneficially owned by it. This information is as
of September 13, 1995.
(5) T. Rowe Price Associates has sole dispositive power for
the entire holding of 351,500 shares and sole voting power
for 19,000 shares. These securities are owned by various
individual and institutional investors, including the T.
Rowe Price Small Cap Value Fund (which owns 300,000 shares,
representing 6.2% of the shares outstanding), to which T.
Rowe Price Associates, Inc. ("Price Associate"s) serves as
investment advisor with power to direct investments and/or
sole power to vote the securities. For purposes of the
reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of
such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such
securities. This information is as of September 15, 1995.
ELECTION OF DIRECTORS
At the meeting nine directors are to be elected, each to
serve until the next Annual Meeting of Stockholders or until
their successors are elected and qualified. If any nominee
should become unavailable for any reason, it is intended
that shares represented by proxies in the accompanying form
will be voted for a substitute nominee designated by the
management. The management has no reason to believe that any
of the nominees named will not be a candidate or will be
unable to serve if elected.
The names of the nominees for directors, together with
certain information regarding them, are as follows:
Common Stock
of the
Company
Beneficially
Owned as of
September 22, 1995
Director
Present of the Amount & Nature
Principal Company of Beneficial
Name Occupation Age Since Ownership % of Class
Arnold Frankel Chairman of
the Board, 73 1947 312,569 (1) 6.5%
Chief
Executive
Officer of
the Company,
Chairman of
the Executive
Committee
which functions
as the Executive
Compensation
Committee, and
Chairman of the
Audit Committee
Robert E. Parsont President, 59 1968 31,609(1)(2) 0.7%
Chief
Operating
Officer of the
Company, and
Member of the
Executive
Committee
which functions
as the Executive
Compensation
Committee
Samuel I. Hendler Attorney 73 1990 3,349(1) 0.1%
and Member of
the Executive
Committee
which functions
as the Executive
Compensation
Committee
Anthony Baldi President of 56 1991 13,730(3) 0.3%
Aceto
Agricultural
Chemicals Corp.,
a wholly owned
subsidiary of
the Company
Thomas Brunner Senior Vice 56 1991 11,882(4) 0.2%
President
of the Company
Donald Horowitz Secretary, 48 1991 11,074(2) 0.2%
Treasurer,
and Chief
Financial Officer
of the Company
Leonard Schwartz Senior Vice 49 1991 4,362(5) 0.1%
President
of the Company
Stephen M. Goldstein Senior 56 1993 100
Vice
President
Chemical Bank,
and Member of
Audit Committee
Robert A. Wiesen Attorney, 44 1994
Partner in
Clifton Budd &
DeMaria, and
Member of Audit
Committee
All directors, officers
and nominees as a group - 388,675 (1)(2) 8.0%
nine persons (3)(4)(5)
(l) Messrs. Frankel, Parsont and Hendler also are Trustees
for the Company's Profit Sharing Retirement Plan. The Plan
owns 328,316 shares of preferred stock. Messrs. Frankel,
Parsont and Hendler disclaim ownership of such shares.
(2) Includes 10,560 shares of currently exercisable stock options.
(3) Includes 13,200 shares of currently exercisable stock options.
(4) Includes 11,880 shares of currently exercisable stock options.
(5) Includes 3,960 shares of currently exercisable stock options.
Anthony Baldi, Thomas Brunner, Arnold Frankel, Stephen M.
Goldstein, Samuel I. Hendler, Donald Horowitz, Robert E.
Parsont and Leonard Schwartz have, or share with their
respective spouses, voting power and investment power with
respect to the shares owned by each of them.
Messrs. Arnold Frankel and Robert E. Parsont have been
employed by the Company since 1947 and 1961, respectively.
Mr. Frankel is a founder of the Company, and served as
Chairman of the Board and as Secretary and Treasurer since
the Company was incorporated in 1947 until January 1990, at
which time he, in addition to retaining his position of
Chairman of the Board, became Chief Executive Officer of the
Company. Mr. Parsont was Executive Vice President of the
Company until January 1990 when he became President and
Chief Operating Officer. Mr. Samuel I. Hendler, who has been
engaged in the private practice of law in New York since
1949, has acted as counsel for the Company for more than
forty years. He is a director of WR Capital Group, Inc., a
Roslyn Heights, New York corporation, a director of
Pneumercator Company, Inc., a Farmingdale, New York
corporation, and was, until January 1, 1992, Secretary of
Chyron Corporation, a Melville, New York corporation, which,
on September 17, 1990, filed a petition for protection under
Chapter 11 of the Bankruptcy Code. Mr. Horowitz has been
employed by the Company since 1971 and was, in January 1990,
elected Secretary and Treasurer and Chief Financial Officer.
Messrs. Anthony Baldi, Thomas Brunner and Leonard Schwartz
have been employed by the Company since 1957, 1967 and 1969,
respectively. Mr. Baldi has been the President, a director
and Chief Operating Officer of Aceto Agricultural Chemicals
Corporation, a wholly-owned subsidiary of the Company since
1976, when it was incorporated, and prior thereto headed the
Company's agricultural chemicals division. Messrs. Brunner
and Schwartz are Senior Vice Presidents of the Company's
intermediates chemical division and the Company's industrial
chemicals division, respectively. Mr. Stephen M. Goldstein
is a Senior Vice President and regional manager in Chemical
Bank's Middle Market Division. He is responsible for the
bank's commercial business in Queens, New York. He has been
employed by Chemical Bank since 1963. Mr. Robert A. Wiesen
is an attorney and partner in the law firm of Clifton Budd &
DeMaria. He joined the firm in 1979 subsequent to his
employment with the National Labor Relations Board. He has
handled matters for the Company relating to labor and
employment law for over ten years and he has written and
lectured on labor law.
The Audit Committee is charged with making recommendations
to the Board of Directors as to the selection of the
Company's independent auditors, maintaining communications
between the full Board and the independent auditors,
reviewing the annual audit submitted by the auditors and
determining the nature and extent of problems, if any,
presented by such audit warranting consideration by the full
Board. The Audit Committee is also utilized for a review of
potential conflict-of-interest situations in reviews
conducted by the Company of related party transactions, if
any. The members of the Audit Committee during the fiscal
year ended June 30, 1995 were Messrs. Arnold Frankel,
Stephen M. Goldstein and Robert A. Weisen. The Audit
Committee held one meeting during the past fiscal year at
which all members were present.
The Board of Directors does not have a nominating committee.
The Executive Committee of the Board of Directors, whose
members are Messrs. Arnold Frankel, Robert E. Parsont and Samuel
I. Hendler, functions as the Executive Compensation Committee.
During the fiscal year ended June 30, 1995 there were 4 meetings
of the Board of Directors. All directors attended all meetings.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid or accrued during each of the Company last
three fiscal years to the Company's Chief Executive Officer and
each of the Company's four other most highly compensated executive
officers.
Annual Compensation Long Term Compensation
Other Rest-
Annual ricted
Name and Compen- Stock Options/ LTIP All Other
Principal sation Awards SARS Pay- Compen-
Position Year Salary Bonus outs sation(1)
Arnold Frankel 1995 $325,743 $325,000 $3,716 - - - $46,724
Chairman and 1994 307,251 298,000 5,234 - - - 44,450
Chief Exec- 1993 287,396 285,000 2,741 - - - 42,807
utive Officer
Robert Parsont 1995 325,743 385,000 8,997 - - - 49,724
President and 1994 307,251 335,000 7,596 - - - 46,300
Chief Oper- 1993 287,396 320,000 7,017 - - - 44,557
ating Officer
Anthony Baldi 1995 193,042 235,000 2,213 - - - 35,329
President, 1994 181,353 216,452 5,109 - - - 33,755
Aceto 1993 169,019 246,553 5,911 - - - 34,388
Agricultural
Chemicals
Corp.
Thomas Brunner 1995 181,634 218,740 2,512 - - - 34,206
Senior Vice 1994 171,299 171,020 2,312 - - - 31,241
President 1993 159,000 156,411 2,239 - - - 30,020
Leonard Schwartz 1995 169,384 203,670 6,915 - - - 33,157
Senior Vice 1994 159,796 170,000 7,232 - - - 30,677
President 1993 149,518 151,458 6,645 - - - 29,317
(1) Represents contributions to the Company's qualified and non-qualified
retirement plans.
Stock Option Exercises in Fiscal 1995 and Value at June 30, 1995
The following table summarizes information with respect to
options held by the Chief Executive Officer and the
executive officers named in the Summary Compensation Table,
and the value of the options held by such persons at the end
of fiscal year 1995. Neither the Chief Executive Officer nor
the named executive officers received stock option grants in
fiscal year 1995. The Chief Executive Officer, Arnold
Frankel, does not participate in the Company's stock option
plan.
Value of
No. of Unexercised
Unexercised In-the-money
Shares Options at Options at
Acquired June 30, 1995 June 30, 1995(1)
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
Arnold Frankel - - - -
Robert Parsont 21,120 $258,240 10,560/ $131,760/
0 0
Anthony Baldi - - 13,200/ 94,700/
0 0
Thomas Brunner - - 11,880/ 85,230/
0 0
Leonard Schwartz 3,960 25,440 3,960/ 28,410/
0 0
(l) Value of unexercised in-the-money options is based on the closing common
stock price on June 30, 1995 of $14.75 as reported by NASDAQ.
On June 9, 1992, the Company's Board of Directors adopted resolutions
amending the Company's Stock Option Plan ("the Plan"), in the following
respects: the Plan is to be administered by a committee consisting of
not less than three directors, all of whom shall be "disinterested persons";
a committee member shall be a "disinterested person" only if such person is
not, at the time he exercises discretion in administering the Plan, eligible
and has not at any time within one year prior thereto been eligible,
for selection as a person as to whom options may be granted; and no option
may be granted to any director as to whom the proxy statement for the meeting
of stockholders at which the Plan was submitted for approval of the
stockholders of the Company disclosed that such director will not
participate in the Plan.
On December 1, 1994, a committee consisting of Arnold Frankel,
Stephen M. Goldstein and Samuel I. Hendler (Mr. Arnold Frankel to
be chairman of said committee) was appointed by the Board of Directors
to administer the Plan. All of said directors were disinterested
persons as defined by the Plan.
Report of the Executive Compensation Committee
The Executive Committee of the Board of Directors, whose
members are Arnold Frankel, Robert E. Parsont and Samuel I.
Hendler, functions as the Executive Compensation Committee,
and makes recommendations to the Board with respect to the
remuneration of the Company's executive officers.
The Company's compensation policy has been designed to enable
the Company to attract, retain and motivate executives whose
enthusiasm and abilities will contribute to the growth of
its business and result in maximum profitability to the
Company and its shareholders, by providing salaries and
benefits competitive with those offered by other companies
in the chemical industry. The executive compensation program
includes base salary, annual incentive compensation (cash
bonuses), and long term incentive compensation (stock
options).
Base salaries are set at levels competitive with the
chemical industry. Because of the way that the Company
operates its business, the contributions of its executives
significantly affect corporate profitability. Bonuses (which
can exceed base salary) are paid to reflect the extent of
such contributions. The bonuses paid to the Chairman, who is
the Chief Executive Officer of the Company (CEO), the
President, who is the Chief Operating Officer (COO), and the
Secretary/Treasurer, who is the Chief Financial Officer
(CFO), reflect the Company's overall performance (excluding
extraordinary events). Another consideration is the
increase in corporate stature and shareholder value
developed over the years under their stewardship.
The three highest paid executive officers, after the CEO and
COO, are each responsible for the performance of one of the
Company's principal profit centers. Internally generated
performance records are kept on a monthly and yearly basis
for these profit centers, and each centers profitability is
compared in the current year to the previous year. Other
factors considered in determining the bonuses of individual
executives are the individual's own performance and the
overall performance of the Company. The Executive
Compensation Committee determines each bonus primarily based
on these data, also taking into account the long term
contributions of each individual.
The Company's Stock Option Plan is administered by directors
who do not receive stock options under the plan. Grants of
stock options, which vary according to annual and longer
term performance ratings, are made to senior and middle
management executives.
Chief Executive Officer's Compensation
The CEO's compensation was determined on the basis of the
same factors utilized to compensate other executives. The
CEO, a founder of the Company, does not participate in the
Company's Stock Option Plan.
The Executive Compensation Committee
Arnold Frankel, Chairman
Robert E. Parsont
Samuel I. Hendler
Director Compensation
Each non-employee director receives $7,500 per year for
serving on the Board of Directors. There is no additional
compensation for directors who are also employees.
Employment Agreements
There are no employment contracts with any director or
officer; however, Messrs. Baldi, Brunner, Parsont and
Schwartz have signed patent and trade secret agreements.
STOCK PERFORMANCE GRAPH
Shown below is a line graph comparing the yearly percentage
change in the cumulative total shareholder return on the
Company's common stock against the cumulative total return
of the S & P 500 Index and the Dow Jones Chemicals Index for
the period of five years commencing July 1, 1990 and ending
June 30, 1995.
STOCK PERFORMANCE GRAPH
Comparison of Five Year Cumulative Total Return among Aceto
Corporation, the S & P 500 Index and DJ Chemicals Index
($100 invested on 6/30/90 in stock or index including
reinvestment of dividends).
Fiscal year ending June 30:
1990 1991 1992 1993 1994 1995
Aceto Corp. 100 95 144 150 169 167
S & P 500 Index 100 107 122 138 140 177
DJ Chemicals Index 100 118 136 141 167 205
CERTAIN TRANSACTIONS
By resolution of the Board, adopted on April 12, 1993, the
Company was authorized to purchase, during a three-year
period beginning May 24, 1993, on the open market or in
private transactions, up to 1,000,000 shares of its common
stock, in addition to purchases previously authorized by the
Board, at prices not to exceed the market value thereof at
the time of such purchase. On March 16, 1995, the Company
purchased from Robert E. Parsont, President and Chief
Operating Officer of the Company, 10,560 shares of its
common stock at $15 per share, aggregating $158,400. At the
date of such purchase the price of such common stock in the
over-the-counter market was $15 per share. The shares sold
by Mr. Parsont to the Company were acquired by him upon
exercise of stock options, at an exercise price of $2.27 per
share. Mr. Parsont's aggregate realized profit resulting
from this transaction was $134,400. On May 12, 1995, the
Company purchased from Donald Horowitz, Secretary/Treasurer
and Chief Financial Officer of the Company, 2,640 shares of
its common stock at $15 per share, aggregating $39,600. At
the date of such purchase the price of such common stock in
the over-the-counter market was $15 per share. The shares
sold by Mr. Horowitz to the Company were acquired by him
upon exercise of stock options, at an exercise price of
$7.58 per share. Mr. Horowitz' aggregate realized profit
resulting from this transaction was $19,600.
Samuel I. Hendler, a director of the Company, serves as
general counsel to the Company. Robert A. Wiesen, a director
of the Company, is a partner in the law firm of Clifton Budd
& DeMaria, which serves as labor and employment law counsel
to the Company.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than 10% of the registered class of the
Company's equity securities to file with the Securities and
Exchange Commission (the SEC), initial reports of ownership
and reports of changes in ownership of common stock and
other equity securities of the Company. Officers, directors
and greater than 10% shareholders are required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based
solely on review of the copies of such reports furnished to
the Company and representations that no other reports were
required during the fiscal year, all Section 16(a) filing
requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
RELATIONSHIP WITH THE COMPANYS INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP was the Company's principal accountant
for the Company's most recent fiscal year ended June 30,
1995. Representatives of KPMG Peat Marwick LLP are expected
to be present at the Stockholder's Meeting with an
opportunity to make a statement, if they desire to do so.
Such representatives are also expected to be available to
respond to appropriate questions.
The Company has not as yet selected its principal accountant
for its current fiscal year since such selection is usually
made by the Company's Board of Directors late in the fiscal
year. At present, management has no reason to believe that
there will be any change in its principal accountant for the
current fiscal year.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder intends to present at the
1996 Annual Meeting of Stockholders must be duly received by
the Company on or before June 14, 1996.
OTHER MATTERS
The Company's Annual Report to Stockholders for the year
ended June 30, 1995 is being mailed to stockholders with
this Proxy Statement.
The cost of solicitation of proxies in the accompanying form
will be borne by the Company, including expenses in
connection with preparing and mailing this Proxy Statement.
In addition to the use of mails, proxies may be solicited by
personal interview, facsimile, telephone or telegram by
directors, officers and employees of the Company.
Arrangements may also be made with brokerage houses and
other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners
of stock held of record by such persons, and the Company may
reimburse them for reasonable out-of-pocket expenses
incurred by them in connection therewith.
The management does not know of any matters to be presented
for consideration, other than the matters described in the
Notice of Annual Meeting, but if other matters are
presented, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance
with their judgement.
The Company will provide, without charge to each person
whose proxy is solicited, on the written request of any such
person, a copy of the Company's annual report on Form 10-K
for its fiscal year ended June 30, 1995 required to be filed
with the Securities and Exchange Commission, including the
financial statements and the schedules thereto. Such written
request should be directed to Mr. Donald Horowitz, Aceto
Corporation, One Hollow Lane, Lake Success, New York 11042-
1215. Each such request must set forth a good faith
representation that, as of September 22, 1995 the person
making the request was a beneficial owner of securities
entitled to vote at the annual meeting of stockholders.
By Order of the Board of Directors,
DONALD HOROWITZ
Secretary
October 20, 1995
Addendum
STATEMENT PURSANT TO SECTION 726 (d) OF
THE NEW YORK BUSINESS CORPORATION LAW
RELATING TO DIRECTOR AND OFFICER INDEMNIFICATION
The following information pertains to directors and officers
liability indemnity insurance purchased by the Company:
Insurance Carrier: National Union Fire Insurance Co.
of Pittsburgh, PA
Date of Contract: March 10, 1995
Expiration Date: March 10, 1996
Cost of Insurance: $57,500
Corporate Positions Insured: Directors and Officers
ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
PROXY CARD
ACETO CORPORATION Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arnold Frankel and Robert E. Parsont with
the full power of substitution, proxies to vote at the annual meeting of
stockholders of Aceto Corporation to be held on Thursday, December 7, 1995
at the LaGuardia Marriott Hotel, 102-05 Ditmars Boulevard, Elmhurst, New
York, and at any adjournments of the meeting, according to the number
of votes the undersigned might cast with all powers the undersigned would
possess if personally present, as follows:
(1) Election of Directors
[ ] FOR nominees listed [ ] WITHHOLD authority to
below (except as vote for ALL nominees
marked to the contrary listed below
below)
Arnold Frankel, Robert E. Parsont, Samuel I. Hendler,
Anthony Baldi, Thomas Brunner, Donald Horowitz,
Leonard Schwartz, Stephen M. Goldstein, Robert A. Wiesen
To withhold authority to vote for any individual
nominee(s), write name of names here:
___________________________________________________________
(2) in their discretion with respect to such other
business as may properly come before the meeting or any
adjournment thereof.
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
MAIL IT IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED
IF MAILED IN THE UNITED STATES.
The shares represented by this proxy will be voted in
accordance with the instructions given, but if no
instructions are given, the shares will be voted FOR the
election of directors as a group.
Either of the proxies or their substitutes who are
present at the meeting may exercise all powers conferred thereby.
Dated:________________________1995
__________________________________
Signature of Stockholder
__________________________________
NOTE: Please sign exactly as
your name appears on this proxy.
If shares are held jointly, each
joint owner should sign. When
signing as an attorney, executor,
administrator, trustee or guardian,
please give full title as such.
Proxies executed by a corporation
should be signed with the full
corporate name by a duly
authorized officer.
