ACMAT CORP, POS AM, 1996-08-12

ACMAT CORP
POS AM, 1996-08-12
SURETY INSURANCE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996.
REGISTRATION NO. 333-3143
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

ACMAT CORPORATION
(Exact name of company as specified in its charter)

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CONNECTICUT 635 06-0682460
(State of other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Number)
</TABLE>

233 MAIN STREET,
NEW BRITAIN, CT 06050-2350
(860) 229-9000
(Name, address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

ROBERT H. FRAZER, ESQ.; VICE PRESIDENT AND GENERAL COUNSEL
ACMAT CORPORATION
233 MAIN STREET, NEW BRITAIN, CT 06050-2350
(860) 229-9000
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)

Copy to:

WILLARD F. PINNEY, JR.
MURTHA, CULLINA, RICHTER AND PINNEY
CITYPLACE I, 185 ASYLUM STREET
HARTFORD, CT 06103-3469

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /

================================================================================
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Connecticut corporation. Section 33-320a of the
Connecticut Stock Corporation Act ("Section 33-320a") provides that a
corporation shall indemnify any director or officer of the corporation against
expenses incurred by him in connection with any action, suit or proceeding in
which he is made or is threatened to be made a party by reason of having been a
director or officer of the corporation, subject to certain limitations.

For example, the corporation shall not so indemnify any person made a party
to any proceeding, other than an action by or in the right of the corporation by
reason of the fact that he, or the person whose legal representative he is, is
or was a shareholder, director, officer, employee or agent of the corporation,
or an eligible outside party, unless (1) such person, and the person whose legal
representative he is, was successful on the merits in the defense of any
proceeding referred to in Section 33-320a, or (2) it shall be concluded as
provided in section (d) of Section 33-320a that such person, and the person
whose legal representative he is, acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation or, in the
case of a person serving as a fiduciary of an employee benefit plan or trust,
either in the best interests of the corporation or in the best interest of the
participants and beneficiaries of such employee benefit plan or trust and
consistent with the provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no reasonable cause to
believe his conduct was unlawful, or (3) the court, on application as provided
in subsection (e) of Section 33-320a shall have determined that in view of all
the circumstances such person is fairly and reasonably entitled to be
indemnified and then for such amount as the court shall determine; except that
in connection with an alleged claim based upon his purchase or sale of
securities of the corporation or of another enterprise, which he serves or
served at the request of the corporation, the corporation shall only indemnify
such person after the court shall have determined on application as provided in
subsection (e) of Section 33-320a, that in view of all the circumstances such
person is fairly and reasonably entitled to be indemnified, and then for such
amount as the court shall determine. The termination of any proceeding by
judgment, order settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself create a presumption that the person did not act
in good faith or in a manner which he did not reasonably believe to be in the
best interests of the corporation of the participants and beneficiaries of such
employee benefit plan or trust and consistent with the provisions of such
employee benefit plan or trust, or, with respect to any criminal action or
proceeding that he had reasonable cause to believe that this conduct was
unlawful.

Except as otherwise provided in Section 33-320a, a corporation shall
indemnify any person made a party to any proceeding, by or in the right of the
corporation, to procure a judgment in its favor by reason of the fact that he,
or the person whose legal representative he is, is or was a shareholder,
director, officer, employee or agent of the corporation, or an eligible outside
party, against reasonable expenses actually incurred by him in connection with
such proceeding in relation to matters as to which such person, or the person
whose legal representative he is, is finally adjudged not to have breached his
duty to the corporation, or where the court, on application as provided in
subsection (e) of Section 33-320a shall have determined that in view of all the
circumstances such person is fairly and reasonably entitled to be indemnified,
and that for such amount s the court shall determine. The corporation shall not
so indemnify any such person for amounts paid to the corporation, to a plaintiff
or to counsel for a plaintiff in settling or otherwise disposing of a
proceeding, with or without court approval; or for expenses incurred in
defending a proceeding which is settled or otherwise disposed of without court
approval.

The Certificate of Incorporation of the Company includes a provision
limiting the personal liability of a director to the Company or its shareholders
for monetary damages for breach of duty as a director to an amount equal to the
amount of compensation received by the director for serving the Company during
the calendar year in which the violation occurred, subject to a number of
exceptions, including a knowing and culpable violation of law, a breach of duty
which enables a director or an associate to receive an improper

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personal gain, conduct showing a lack of good faith and conscious disregard of
duty to the Company, a sustained and unexcused pattern of inattention, or the
approval of an illegal distribution of assets of the Company to its
shareholders. An associate of the Company, in terms of improper personal gains,
is defined as (A) any corporation or organization of which a Company director is
an officer or partner or is, directly or indirectly, the beneficial owner of ten
percent or more of any class of voting stock, (B) any trust or other estate in
which a Company director has at least ten percent beneficial interest or as to
which a company director serves as trustee or in a similar fiduciary capacity
and (C) any relative or spouse of a company director, or any relative of such
spouse who has the same name as the company director.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

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(3) Certificate Amending and Restating the Company's Bylaws as filed as an Exhibit to
the Company's Form 10-Q for the Quarter ended March 31, 1989 is incorporated herein
by reference.
(3a) Certificate Amending and Restating the Company's Certificate of Incorporation as
amended May 1, 1991 as filed as an Exhibit to the Company's Form 10-Q for the
Quarter ended March 31, 1991 is incorporated by reference.
(4) Note Purchase Agreements between ACMAT Corporation and AIG Life Insurance Company
and American International Life Assurance Company of New York dated July 18, 1989
regarding 10 1/2% Convertible Senior notes due June 30, 1999 filed as Exhibits to
the Company's Form 10-Q for the Quarter ended June 30, 1989 are incorporated herein
by reference.
(4a) Promissory Note between ACMAT Corporation and The Bank of Boston Connecticut dated
November 7, 1995 filed as Exhibit 4(a) to the Company's Form 10-K for 1995 is
incorporated herein by reference.
(4b) Promissory Note between ACMAT Corporation and The Manufacturers Life Insurance
Company filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March
31, 1990 are incorporated herein by reference.
(4c) Open-end Mortgage Deed and Security Agreement between ACMAT Corporation and The
Manufacturers Life Insurance Company filed as an Exhibit to the Company's Form 10-Q
for the Quarter ended March 31, 1990 are incorporated herein by reference.
(4d) Loan Agreement dated as of June 30, 1994 between ACMAT Corporation and Shawmut Bank
Connecticut, N.A. filed as an Exhibit to the Company's Amendment No. 1 to Form S-1
dated July 13, 1994 is incorporated herein by reference.
(5)* Opinion of Murtha, Cullina, Richter and Pinney concerning legality of shares being
registered pursuant to this Registration Statement.
(10a) Annual Management Compensation Plan filed as an Exhibit to the Company's 1984 Form
10-K is incorporated herein by reference.
(10b) Stock Purchase Agreement dated as of July 1, 1992 between ACMAT Corporation and the
Sheet Metal Workers' National Pension Fund together with Note Agreement Re:
$16,500,000 11 1/2% Convertible Subordinated Notes due 2012 filed as Exhibit 10g to
the Company's Form 10-K for the year ended December 31, 1992 is incorporated herein
by reference.
(10c)* Stipulation of Settlement among the Company, Henry W. Nozko, Sr., Henry W. Nozko,
Jr., John C. Creasy and Donald E. Hamilton, dated May 2, 1996.
(10d)** Supplemental Notice supplementing notice set forth in Exhibit B to the Stipulation
of Settlement and Agreement previously filed as Exhibit 10(c).
(21) Subsidiaries of ACMAT filed as Exhibit 21 to the Company's Form 10-K for 1995 is
incorporated by reference.
(23a)* Consent of KPMG Peat Marwick LLP, as independent certified public accountants.
(23b)* The consent of Messrs. Murtha, Cullina, Richter and Pinney, counsel for the
Company, to the reference to their firm in the Prospectus forming a part of this
Registration Statement and to the use of their opinion as Exhibit 5 to this
Registration Statement is included in said opinion.
(24)* Power of Attorney pursuant to which this Registration Statement has been signed on
behalf of certain directors.
(27)* Financial Data Schedule.
</TABLE>

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<PAGE> 4

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(28) Information from Reports Furnished to State Insurance Regulatory Authorities.
Schedule P of the Annual Statements of Acstar Insurance Company and United Coastal
Insurance Company for 1995 filed as Exhibit 28 to the Company's Form 10-K for 1995
is incorporated by reference.
(99)** Notice to United Coasts shareholders supplementing original notice sent to United
Coasts shareholders together with the Prospectus.
</TABLE>

- ---------------
* Previously filed.
** Filed herewith.

ITEM 22. UNDERTAKINGS.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, subject to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to that request.

The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

The registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415 (sec. 230.415 of this chapter), will
be filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New Britain,
State of Connecticut on the 12th day of August, 1996.

ACMAT CORPORATION
(Registrant)

By: /s/ HENRY W. NOZKO, SR.
------------------------------------
Henry W. Nozko, Sr.,
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed below by the following persons in
the capacities and on the dates indicated.

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/s/ HENRY W. NOZKO, SR. Chairman of the Board, President and August 12, 1996
- ----------------------------------- Chief Executive Officer (Principal
Henry W. Nozko, Sr. Executive Officer)

/s/ MICHAEL P. CIFONE Vice President -- Finance (Principal August 12, 1996
- ----------------------------------- Financial and Accounting Officer)
Michael P. Cifone

/s/ HENRY W. NOZKO, JR. Director August 12, 1996
- -----------------------------------
Henry W. Nozko, Jr.

/s/ HENRY W. NOZKO, JR. Attorney-in-fact for: August 12, 1996
- -----------------------------------
Henry W. Nozko, Jr.

John C. Creasy Director
Victoria C. Nozko Director
Michael J. Sullivan Director
</TABLE>

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EXHIBIT INDEX
-------------

- ---------------
* Previously filed.
** Filed herewith

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EXHIBIT 10d

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

- ---------------------------------------------------------
)
IN RE UNITED COASTS CORPORATION )
SHAREHOLDERS LITIGATION ) C.A. No. 13014
)
- ---------------------------------------------------------

SUPPLEMENTAL NOTICE

THIS NOTICE SUPPLEMENTS THE NOTICE DATED JUNE 6, 1996, PREVIOUSLY SENT TO
YOU IN CONNECTION WITH THIS LITIGATION (THE "FIRST NOTICE"). THE FIRST
NOTICE INFORMED YOU OF A HEARING TO BE HELD ON THE PROPOSED SETTLEMENT OF
THIS ACTION ON JULY 12, 1996 AT 11:00 A.M. BEFORE THE DELAWARE COURT OF
CHANCERY, AT THE DANIEL L. HERRMANN COURTHOUSE, 1020 N. KING STREET,
WILMINGTON, DE 19801 TO DETERMINE WHETHER THE PROPOSED SETTLEMENT OF THIS
LAWSUIT IS FAIR, REASONABLE, ADEQUATE AND SHOULD BE APPROVED BY THE COURT.
THAT SETTLEMENT HEARING HAS BEEN POSTPONED UNTIL SEPTEMBER 13, 1996 BASED
ON THE FOLLOWING REPRESENTATIONS THAT COUNSEL FOR THE PARTIES HAVE MADE TO
THE COURT.

1. The original plaintiff in the action was Donald E. Hamilton. As his
attorneys ("Class Counsel") were preparing for the settlement hearing, Mr.
Hamilton advised Class Counsel that he had sold all of his United Coasts
Corporation ("United Coasts") stock in September 1995, prior to the negotiation
of the proposed settlement. That was the first time Mr. Hamilton had so advised
Class Counsel. As a result of that sale of his United Coasts stock, Mr. Hamilton
was not an appropriate plaintiff to endorse the settlement for the Court's
consideration.

2. Another United Coasts stockholder had participated in the negotiations
leading to the proposed settlement, and is very supportive of the proposed
settlement because he believes the proposed merger to be in the best interests
of United Coasts' public stockholders. On learning that Mr. Hamilton had sold
his United Coasts stock, Class Counsel advised this other shareholder of that
development. This shareholder subsequently suggested to another United Coasts
shareholder, Mr. Helmut Goetz, that he call Class Counsel to discuss intervening
in the action as the representative plaintiff.

3. Prior to speaking to Class Counsel, Mr. Goetz states that he was of the
view that terms of the 1993 exchange offer which was the initial subject of this
litigation were not satisfactory but that, in his opinion, the proposed
settlement and proposed merger were beneficial to him as a United Coasts' public
shareholder. Class Counsel sent Mr. Goetz certain documents from the litigation,
to wit: the initial complaint; the Amended Complaint; the Court's Opinion dated
July 26, 1994; the Memorandum of Understanding dated December 19, 1995; the
Stipulation of Settlement; and the Amendment to Stipulation of Settlement. As a
result of his review of those documents and his further discussions with Class
Counsel, Mr. Goetz decided to seek to intervene in the lawsuit as the
representative plaintiff and support the proposed settlement of the litigation.

4. In connection with his intervention in the lawsuit, Mr. Goetz has
requested that any expenses he incurs as a result of his participation,
including fees and expenses of his personal attorneys, be reimbursed, and that
he receive 500 shares of ACMAT stock in addition to any shares to which he will
be entitled if the proposed Merger is effected to compensate him for the time
and effort he is investing in the litigation. The latter request is subject to
Court approval and, if the Court approves it, will be paid from any shares the
Court allows Class Counsel. See the First Notice under the heading "Application
for Attorneys' Fees and Expenses." Mr. Goetz's request will not result in an
increase in the number of shares Class Counsel request for fees and expenses
and, if approved by the Court, will not reduce shares to be received by Class
members in the

<PAGE> 2

Merger. That is, Mr. Goetz's expenses and the additional allowance of ACMAT
shares, if approved by the Court, will be paid by Class Counsel and not by
ACMAT, United Coasts or Class members.

5. Mr. Goetz has had a number of prior, limited dealings with certain of
the defendants in this action, which Class Counsel believe are immaterial and do
not preclude Mr. Goetz from adequately representing the interests of Class
members.

A. While Mr. Goetz owns 8,500 shares of United Coasts common stock, he
also owns 1,000 shares of ACMAT Corporation's Class A common stock, jointly
with his wife.

B. In or about 1983, Mr. Goetz engaged and paid ACMAT Corporation to
do certain renovations to his restaurant. That was a strictly commercial
relationship; Mr. Goetz engaged ACMAT based on reputation, price and
quality of work. The work was fully paid by no later than 1986.

C. ACMAT personnel occasionally patronize Mr. Goetz's restaurant, or
order food from it for delivery to ACMAT's offices. Mr. Goetz asserts that
sales to ACMAT and its personnel represent less than 1% of his restaurant's
annual gross revenues.

D. Mr. Goetz has a casual social relationship with the son-in-law and
brother-in-law of, respectively, Henry W. Nozko, Sr. and Henry W. Nozko,
Jr. Through that relationship, Mr. Goetz has met and from time to time
spoken with Henry Nozko, Sr.

FURTHER PROCEEDINGS

6. By Order dated June 3, 1996, the Delaware Court of Chancery temporarily
certified this action as a class action on behalf of a class composed of the
following: all persons and entities who are or were record holders or beneficial
owners of United Coasts common stock at any time during the period from June 10,
1993 through May 24, 1996 (other than defendants, members of their immediate
families, ACSTAR Insurance Company, any entity in which any defendant has, or
during the Class period had, a controlling interest, and all of their
subsidiaries, affiliates, legal representatives, heirs, successors, or assigns)
including the legal representatives, heirs, predecessors and
successors-in-interest, transferees or assigns of all such foregoing holders,
immediate or remote (the "Class").

7. All members of the Class are hereby notified that a hearing will be held
before the Chancery Court at its courtroom at the Daniel L. Herrmann Courthouse,
1020 North King Street, Wilmington, DE 19801, on September 13, 1996 at 1:30 p.m.
(the "Settlement Hearing"), to determine: (i) whether the proposed Settlement is
fair, reasonable, adequate and in the best interests of the Class, and should be
approved by the Chancery Court, (ii) whether the Class should be finally
certified with Mr. Goetz as the Class representative, (iii) whether an Order and
Final Judgment, as contemplated by the proposed Settlement, should be entered,
dismissing the Class Action as to all defendants and with prejudice against the
named plaintiff and all members of the Class, and (iv) whether, if the Chancery
Court approves the proposed Settlement and enters the Order and Final Judgment,
the Chancery Court should approve the application for plaintiff's attorneys'
fees and expenses, and Mr. Goetz's request for compensation and reimbursement of
expenses.

8. The Chancery Court has reserved the right to adjourn the Settlement
Hearing from time to time by oral announcement at such hearing or any
adjournment thereof, without further notice of any kind. The Chancery Court also
has reserved the right to approve the proposed Settlement with or without
modification, to enter an Order and Final Judgment dismissing the Class Action
on the merits and with prejudice, and to order the payment of attorneys' fees
and disbursements without further notice of any kind.

RIGHT TO APPEAR

9. At the Settlement Hearing, any person who objects to the proposed
Settlement, the judgment to be entered in the Class Action, the award of
attorneys' fees and expenses, and/or the proposed allowance of expenses and
compensation to Mr. Goetz, may appear in person or by his or her attorney at the
hearing and present any evidence or arguments that may be proper and relevant;
provided, however, that no person other

2
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than Class Counsel and counsel for the defendants in the Class Action shall be
heard and no papers, briefs, pleadings or other documents submitted by any such
person shall be received and considered by the Chancery Court (unless the
Chancery Court in its discretion shall thereafter otherwise direct, upon
application of such person and for good cause shown), unless no later than ten
(10) days prior to the Settlement Hearing such person files with the Court and
serves upon counsel listed below: (a) a written notice of intention to appear,
(b) a statement of such person's objections to any matters before the Chancery
Court, (c) proof of membership in the Class, and (d) the reasons and grounds
therefor that such person desires to appear and to be heard, and all documents
or writings that such person desires the Chancery Court to consider:

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NORMAN M. MONHAIT, ESQUIRE IRVING MALCHMAN, ESQUIRE
ROSENTHAL, MONHAIT, GROSS KAUFMAN, MALCHMAN, KIRBY
& GODDESS, P.A. & SQUIRE LLP
SUITE 1401, MELLON BANK CENTER 919 THIRD AVENUE
P.O. BOX 1070 NEW YORK, NY 10022
WILMINGTON, DE 19899-1070
</TABLE>

Counsel for Plaintiff

THOMAS REED HUNT, JR., ESQUIRE
MORRIS, NICHOLS, ARSHT & TUNNELL
1201 N. MARKET STREET
P.O. BOX 1347
WILMINGTON, DE 19899-1347

Counsel for Defendants

10. Any person who fails to object in the manner described above will be
deemed to have waived such objection and will be forever barred from raising
such objection in this Class Action. Pending final determination of whether the
proposed Settlement should be approved, the Chancery Court has ordered that Mr.
Goetz, all members of the Class, or any of them, either directly,
representatively or in any capacity upon the receipt of this Notice, may not
commence or prosecute any action asserting claims that are or relate to the
claims asserted in the Class Action.
Dated: August , 1996
Wilmington, Delaware

--------------------------------------
Priscilla B. Rakestraw
Register in Chancery

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EXHIBIT 99

UNITED COASTS CORPORATION
233 MAIN STREET
NEW BRITAIN, CONNECTICUT, 06050-2350

------------------------

NOTICE OF ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS
TO SEPTEMBER 5, 1996

------------------------

The Special Meeting of Stockholders of United Coasts Corporation ("United
Coasts") held at 233 Main Street, New Britain, Connecticut on July 11, 1996 at
10:00 a.m., Eastern Daylight Time, was adjourned to September 5, 1996 at 10:00
a.m., Eastern Daylight Time, and will be continued at that time for the purposes
stated in the original Notice of Special Meeting dated June 3, 1996.

If you have already submitted a Proxy with respect to the matters to be
voted on at the Special Meeting, your vote will be counted at the Special
Meeting when it is reconvened on September 5, 1996, or at any further
adjournment thereof, in accordance with your Proxy. If you wish to change your
vote, you may do so by submitting a later dated Proxy or by attending the
meeting and voting in person. If you have not yet voted, please sign, date and
promptly return the Proxy enclosed with the original Notice of Special Meeting.
Additional Proxies may be obtained from Robert H. Frazer, Esq., Vice President,
General Counsel and Secretary of United Coasts at the address set forth above.

BY ORDER OF THE BOARD OF DIRECTORS

--------------------------------------
Robert H. Frazer
Secretary

August 14, 1996