<PAGE>
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:
[_] 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 Section 240.14a-11(c) or Section 240.14a-12
Comtech Telecommunications Corp.
- --------------------------------------------------------------------------------
(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):
[X] No fee required.
[_] 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:
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Notes:
<PAGE>
COMTECH
TELECOMMUNICATIONS CORP.
105 BAYLIS ROAD
MELVILLE, NEW YORK 11747
November 8, 1996
Dear Stockholder:
On behalf of the Board of Directors and management, I cordially invite you
to attend the Annual Meeting of Stockholders of Comtech Telecommunications
Corp. The meeting will be held at 10:00 a.m. on December 12, 1996 at the
Marriott Hotel, 1350 Old Walt Whitman Road, Melville, New York 11747 for the
purpose of electing two directors and approving the selection of the Company's
auditors for the fiscal year ending July 31, 1997. Copies of the Notice of
Annual Meeting of Stockholders, Proxy Statement and proxy card are enclosed.
IT IS IMPORTANT THAT YOUR SHARES ARE VOTED AT THIS MEETING, WHETHER OR NOT
YOU ARE ABLE TO ATTEND IN PERSON. PLEASE BE CERTAIN, THEREFORE, TO PROMPTLY
SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.
Sincerely,
/s/ Fred Kornberg
Fred Kornberg
Chairman, Chief Executive
Officer and President
<PAGE>
COMTECH
TELECOMMUNICATIONS CORP.
105 BAYLIS ROAD
MELVILLE, NEW YORK 11747
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 12, 1996
The Annual Meeting of Stockholders of COMTECH TELECOMMUNICATIONS CORP. (the
"Company") will be held at the Marriott Hotel, 1350 Old Walt Whitman Road,
Melville, New York 11747, on Thursday, December 12, 1996 at 10:00 a.m., local
time, for the following purposes:
1. To elect two directors;
2. To ratify the selection of auditors for the current fiscal year;
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on October 18, 1996 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ Preston Windus, Jr.
J. Preston Windus, Jr.
Secretary
November 8, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. ACCORDINGLY,
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR
YOUR CONVENIENCE.
<PAGE>
COMTECH
TELECOMMUNICATIONS CORP.
105 BAYLIS ROAD
MELVILLE, NEW YORK 11747
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Comtech
Telecommunications Corp. (the "Company") for use at the Company's Annual
Meeting of Stockholders to be held on December 12, 1996. It may be revoked at
any time before exercise by delivering a written notice of revocation to the
Secretary of the Company, by executing a subsequent proxy and presenting it to
the Secretary of the Company, or by attending the Annual Meeting and voting in
person. The persons named in the enclosed proxy will vote the shares
represented by it in accordance with the directions specified therein. If no
directions are specified, the proxy will be voted for the nominees for
election as directors and for each matter described herein.
Only holders of record of the Company's Common Stock, par value $.10 (the
"Common Stock"), at the close of business on October 18, 1996 (the "Record
Date") are entitled to notice of and to vote at the Annual Meeting, with each
holder having one vote per share. As of the Record Date, a total of 2,633,384
shares of Common Stock were outstanding. It is anticipated that the mailing to
Stockholders of this Proxy Statement and the enclosed proxy will commence by
November 8, 1996.
The presence, in person or by proxy, of the holders of record at the close
of business on the Record Date of a majority of the outstanding shares of
Common Stock will constitute a quorum at the Annual Meeting. Directors will be
elected by a plurality of the votes cast (i.e., the two nominees receiving the
greatest number of votes will be elected as directors). The ratification of
the selection of auditors will require the affirmative vote of a majority of
the shares present at the Annual Meeting and entitled to vote on such
proposal.
Abstentions and broker non-votes with respect to any proposal (which occur
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting
power with respect to that item and has not received instructions from the
beneficial owner) will be counted for purposes of determining the presence or
absence of a quorum. Abstentions also will be counted in determining the
number of shares present and entitled to vote on such proposal, but broker
non-votes are not counted as entitled to vote thereon.
PRINCIPAL STOCKHOLDERS OF COMTECH TELECOMMUNICATIONS CORP.
To the Company's knowledge, the following persons individually, or as a
group, beneficially own more than 5% of the Company's outstanding Common Stock
(its only outstanding class of voting securities) as of October 18, 1996:
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------ -------------------- --------
<S> <C> <C>
Fred Kornberg.................................... 155,000(1) 5.9%
105 Baylis Road
Melville, New York 11747
James A. Mitarotonda (2)......................... 50,000 1.9%
770 Fifth Avenue
New York, New York 10019
Edmund H. Shea, Jr. (2).......................... 83,528 3.2%
770 Fifth Avenue
New York, New York 10019
</TABLE>
1
<PAGE>
- --------
(1) Includes 50,000 forfeitable shares Mr. Kornberg purchased as part of the
extension and amendment in August 1992 of the agreement pursuant to which
Mr. Kornberg is employed as the Company's Chief Executive Officer.
(2) According to a Schedule 13D filed with the Securities and Exchange
Commission ("SEC") and the Company by Messrs. James A. Mitarotondo and
Edmund H. Shea, Jr., each of such persons has sole power to vote and
dispose of the number of shares set forth opposite his name, but may be
deemed to constitute a "group" within the meaning of SEC Rule 13d-5(b) by
virtue of their intention to consult with each other from time to time and
exchange information concerning the Company and their respective
investments in Company Common Stock.
ELECTION OF DIRECTORS
Under the Company's Certificate of Incorporation, the Board of Directors is
divided into three classes, with the number of directors in each class fixed
by the Board of Directors, and with the term of office of one class expiring
each year. There are presently six Board members, two in the class holding
office until the Annual Meeting, two in the class holding office until the
next succeeding Annual Meeting, and two in the class holding office until the
second succeeding Annual Meeting.
Certain information concerning the directors who are being nominated for
reelection at the meeting and the incumbent directors whose terms of office
continue after the Annual Meeting and executive officers of the Company named
in the section "Executive Compensation" and all directors and executive
officers as a group, is set forth below.
While the Board of Directors has no reason to believe that either Messrs
Nocita or Payne will not be available as a candidate for election, should such
a situation arise, the enclosed proxy may be voted for the election of another
nominee or nominees in the discretion of the persons acting pursuant to the
proxy.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
SHARES
SERVED AS BENEFICIALLY OWNED
PRINCIPAL FOR TERM DIRECTOR OCTOBER 18, PERCENT
NAME OCCUPATION AGE EXPIRING IN SINCE 1996(1) OF CLASS
---- -------------------- --- ----------- --------- ------------------ --------
<S> <C> <C> <C> <C> <C> <C>
Gerard R. Nocita Retired; Private 60 3 years 1993 16,000 *
(2)(3)................. Investor
John B. Payne (4)....... President and CEO of 61 3 years 1993 8,500 *
Nucomm, Inc.
</TABLE>
2
<PAGE>
INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTERTHE ANNUAL MEETING AND
CERTAIN EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
SHARES
SERVED AS BENEFICIALLY
PRINCIPAL TERMS DIRECTOR OWNED OCTOBER 18, PERCENT
NAME OCCUPATION AGE EXPIRES IN SINCE 1996(1) OF CLASS
---- ---------- --- ---------- --------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C>
Fred Kornberg(2)........ Chairman, Chief 60 2 years 1971 155,000 5.9
Executive Officer &
President of the
Company
George Chancellor, 69 1 year 1977 17,400 *
Bugliarello(3)(4)...... Polytechnic University
Richard L. Goldberg(2).. Partner, Proskauer 60 1 year 1983 6,000 *
Rose Goetz &
Mendelsohn
Sol S. Weiner(3)(4)..... President, Sol S. 77 2 years 1980 21,000 *
Weiner Investments,
Inc.
Richard L. Burt......... Vice President; 55 -- -- 22,163 *
President of Comtech
Systems, Inc.
Glenn F. Higgins........ Vice President; 62 -- -- 11,000 *
President of Comtech
Antenna Systems, Inc.
J. Preston Windus, Vice President, Chief 53 -- -- 10,000 *
Jr. ................... Financial Officer and
Secretary; President
of Comtech Microwave
Products Corp.
All present directors -- -- 267,063 10.1
and officers (9
persons)...............
</TABLE>
- --------
* Less than one percent.
(1) Includes the following shares of Common Stock with respect to which such
persons have the right to acquire beneficial ownership within sixty days
from such date: Dr. Bugliarello 4,000 shares; Mr. Goldberg 4,000 shares;
Mr. Weiner 4,000 shares; Mr. Burt 13,192 shares; Mr. Higgins 8,900 shares;
Mr. Nocita 4,000 shares; Dr. Payne 4,000 shares; Mr. Windus 10,000 shares;
and all directors and officers as a group 52, 092 shares. These respective
shares were deemed to be outstanding for purposes of calculating the
respective percentages owned.
(2) Member of Executive Committee.
(3) Member of Audit Committee.
(4) Member of Executive Compensation Committee.
Dr. Bugliarello has been Chancellor of Polytechnic University since 1994 and
was President of the University since 1978. He is also a director of Long
Island Lighting Company, Symbol Technologies, Inc. and Spectrum Information
Technologies.
Mr. Goldberg has been a partner since 1990 in the law firm of Proskauer Rose
Goetz & Mendelsohn, which renders legal services to the Company. Prior to
that, Mr. Goldberg had been a partner in the law firm of Botein Hays & Sklar
since 1966. He is also a director of K2 Inc.
Mr. Kornberg has been Chief Executive Officer and President of the Company
for more than the past five years.
Mr. Nocita is retired and is a private investor. Previously, he was
Treasurer of the Incorporated Village of Patchogue from 1993 to 1996. He was
affiliated with the Company since its inception in 1967 until his retirement
in 1993. He had been Treasurer of the Company since 1987 and Vice President
and Secretary since 1990.
Dr. Payne has been President and CEO of Nucomm, Inc. since 1990. Nucomm,
Inc. produces products for satellite news gathering services. From 1973
through 1990 he had been President and CEO of Communications Technologies,
Inc.
3
<PAGE>
Mr. Weiner is President of Sol S. Weiner Investments, Inc. Previously he was
Managing Director of Stenhouse, Weiner, Sherman, Ltd., commodity pool
managers, from 1982 to 1994. He is also a director of Universal Automotive
Industries, Inc.
During the past fiscal year, the Audit Committee of the Board of Directors
held three meetings. The functions of the Committee include recommending to
the Board the engagement of independent auditors, directing investigations
into matters relating to audit functions, reviewing the plan and results of
audits with the Company's auditors, reviewing the Company's internal
accounting controls and approving services to be performed by the Company's
auditors and related fees.
The Executive Compensation Committee of the Board of Directors considers and
authorizes remuneration arrangements for senior management; the Committee also
constitutes the Stock Option Committee of the Board of Directors, which
administers the Company's Incentive Stock Option Plans. The Committee held
three meetings during the past fiscal year.
The Executive Committee of the Board of Directors did not hold any meetings
during the past fiscal year. Except as limited by law, the Executive Committee
has the authority to act upon all matters requiring Board approval.
The Board of Directors has no Nominating Committee.
The Board of Directors held four meetings during the past fiscal year.
4
<PAGE>
SELECTION OF AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
auditors for the current fiscal year, subject to ratification by the
stockholders. If the stockholders do not ratify such selection, it will be
reconsidered by the Board. Representatives of KPMG Peat Marwick LLP are
expected to be present at the Annual Meeting of Stockholders, with the
opportunity to make a statement, should they so desire, and to be available to
respond to appropriate questions.
The affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote thereon will
be required to ratify the selection of KPMG Peat Marwick LLP as the Company's
auditors for the current fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
AUDITORS.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE FOR THE FISCAL YEARS ENDED JULY 31, 1996, 1995 AND
1994
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------ ----------------------------
NAME AND PRINCIPAL FISCAL OPTIONS RESTRICTED
POSITION YEAR SALARY BONUS OTHER(1) (NO. OF SHARES) STOCK AWARDS
- ------------------ ------ -------- ------ -------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Fred Kornberg(2) 1996 $185,000 $ 990 * -- --
Chairman, Chief 1995 185,000 -- * -- --
Executive Officer and 1994 185,000 -- $43,542 -- --
President
J. Preston Windus, 1996 115,000 2,500 * 5,000 --
Jr.(3) 1995 100,000 -- * 15,000 --
Vice President, Chief 1994 100,000 -- * 15,000 --
Financial Officer and
Secretary; President
of Comtech Microwave
Products Corp.
Richard L. Burt(3) 1996 115,000 12,500 -- 5,000 --
Vice President; 1995 115,000 -- -- 4,960 --
President of Comtech 1994 115,000 -- -- 15,000 --
Systems, Inc.
Glenn F. Higgins(3) 1996 96,425 3,427 11,481 -- --
Vice President; 1995 96,425 -- 11,511 2,500 --
President of Comtech 1994 95,000 -- * 8,000 --
Antenna Systems, Inc.
</TABLE>
- --------
* Less than 10% of the total salary and bonus reported for such officer.
(1) Mr. Kornberg's amount in fiscal 1994 consisted of an automobile allowance
and accrued vacation and sick days not used. With respect to Mr. Higgins,
the amount in fiscal 1996 and 1995 represents payments for unused accrued
vacation and an automobile allowance.
(2) Mr. Kornberg is employed pursuant to an agreement which was amended and
restated in August 1992 for the purpose of, among other things, extending
his employment for an additional five years. As so amended, the agreement
provides, among other things, for his employment until August 1997 at a
current basic compensation of $185,000 per annum plus such additional
amounts, if any, as the Board of Directors may from time to time determine
and incentive compensation, not to exceed his basic compensation, equal to
1% of the Company's pre-tax income plus such additional amounts as the
Board of Directors may from time to time determine. Fifty percent of any
such incentive compensation is payable to Mr. Kornberg in the November
following the fiscal year to which such compensation relates, an
additional 25% is payable on the first anniversary of the initial 50%
payment, and the final 25% is payable on the second anniversary of the
initial payment. If Mr. Kornberg voluntarily terminates his employment
with the Company other than after a Change in Control (as defined in his
employment agreement), or if the Company terminates his
5
<PAGE>
employment due to disability or for cause, he will forfeit his right to
receive accrued but unpaid incentive compensation. If a Change in Control of
the Company occurs, Mr. Kornberg is entitled to terminate his employment and
receive a lump sum payment (subject to possible adjustments to avoid the
characterization of the payment as excess parachute payments and the
consequent imposition of taxes under Section 4999 of the Internal Revenue
Code of 1986) equal to the sum of (i) his then basic compensation for the
balance of the employment period or three times his basic compensation,
whichever is greater, (ii) accrued but unpaid incentive compensation with
respect to prior fiscal years and (iii) if he so elects, the market value
less the applicable exercise price, of any stock option then held by him.
The aggregate of (i), (ii) and (iii), as of October 18, 1996, would have
been $580,653. Mr. Kornberg would also be entitled to receive benefits under
the Company's benefit plans, or substantially equal benefits, for the
remainder of the employment period.
(3) Mr. Windus, Mr. Burt and Mr. Higgins are eligible to receive, in addition
to their respective base compensation amounts, incentive compensation of up
to 2.5% of the relevant subsidiary's pre-tax profits and the attainment of
various goals. These goals which may include target levels of sales, pre-
tax profits, customer orders or cash flow, are developed by senior
management and submitted to the Executive Compensation Committee for annual
approval.
6
<PAGE>
OPTION GRANTS IN THE FISCAL YEAR ENDED JULY 31, 1996
<TABLE>
<CAPTION>
OPTIONS EXERCISE EXPIRATION
NAME GRANTED(1) % OF TOTAL PRICE(2) DATE
- ---- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Fred Kornberg......................... -- -- -- --
J. Preston Windus, Jr. ............... 5,000 10.57% $3.75 03/29/06
Richard L. Burt....................... 5,000 10.57% $3.75 03/29/06
Glenn F. Higgins...................... -- -- -- --
</TABLE>
- --------
(1) One fifth of the options become exercisable on the first anniversary of
the date of grant, and on each of the second through fifth anniversaries
thereafter.
(2) The exercise price is the market price on the date the options were
granted.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED JULY 31, 1996 AND OPTION
VALUES AS OF JULY 31, 1996
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT JULY 31, 1996 JULY 31, 1996(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fred Kornberg........... -- -- 24,000 -- $25,440 $ --
J. Preston Windus,
Jr. ................... -- -- 9,000 26,000 3,360 13,440
Richard L. Burt......... -- -- 16,232 18,768 6,215 4,450
Glenn F. Higgins........ -- -- 9,900 7,600 2,577 2,088
</TABLE>
- --------
(1) "In-the-Money Options" would be options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock on such
date ($3.56) exceeded the exercise price of the options.
COMPENSATION OF DIRECTORS
Directors who are not salaried officers of the Company receive an annual
retainer of $8,000, plus $500 for each Board meeting attended by them (up to
an additional $2,000 per annum). Under the Stock Option Plan, each director
who is not already an officer or other employee of the Company will receive
options to purchase 1,000 shares of Common Stock on each August 1st during the
term of the Plan. The exercise price of all such options is equal to the
market price on such date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1991, the Company entered into a lease for its facilities in
Melville, New York with a partnership controlled by the Company's Chairman and
Chief Executive Officer. The lease, as amended, provides for the Company's
exclusive use of the premises as they now exist for an initial term of ten
years. The Company has the option to extend the term of the lease for an
additional ten-year period, and a right of first refusal in the event of a
sale of the facility. The annual rental under the lease ($411,000 in fiscal
1996) is subject to adjustments.
In September 1988, the Company sold and simultaneously leased back its St.
Cloud, Florida facility. The buyer/lessor is a partnership in which J. Preston
Windus, Jr., Vice President, Secretary and CFO of the Company, is a general
partner. The annual rental under the lease ($178,000 in fiscal 1996) is
subject to adjustments.
As part of the terms of his employment and in connection with his relocation
from Arizona, the Company made loans to Mr. Windus totaling $120,000. The
interest on the loans which was a fluctuating rate equal to the rate the
Company earned on its investments ranged from 4.69% to 5.55% through April
1996 at which time it
7
<PAGE>
became the prime rate in effect which was 8.25%. The highest aggregate amount
outstanding in fiscal 1996 was $120,000 and the amount outstanding at July 31,
1996 was $80,000.
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented at
the meeting. If other matters do come before the meeting, the persons acting
pursuant to the proxy will vote on them in their discretion.
Proxies may be solicited by mail, telephone, telegram, and personally by
directors, officers and other employees of the Company. The cost of soliciting
proxies will be borne by the Company.
Certain information regarding the Company's executive officers has been
omitted from this Proxy Statement in accordance with applicable regulations
because such information is set forth in the Company's Annual Report on Form
10-K for fiscal 1996.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, if any, to file with
the Securities and Exchange Commission ("SEC") reports of ownership, and
reports of changes in ownership, of equity securities of the Company. Such
persons are also required to furnish the Company with copies of all such
reports that they file. Based solely on such reports and written
representations of the Company's directors and executive officers, the Company
believes that during the two fiscal year period ended July 31, 1996, the
Company's executive officers and directors complied with all applicable
Section 16(a) filing requirements.
Proposals of stockholders intended to be presented at next year's Annual
Meeting must be received by the Company no later than July 12, 1997 to be
included in the proxy material for such meeting.
Date: November 8, 1996
8
<PAGE>
[LOGO] COMTECH TELECOMMUNICATIONS CORP.
COMTECH TELECOMMUNICATIONS CORP.
105 BAYLIS ROAD
MELVILLE, NEW YORK 11747
TEL: (516) 777-8900 . FAX: (516) 777-8877
<PAGE>
COMTECH TELECOMMUNICATIONS CORP.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Fred Kornberg and J. Preston Windus, Jr.
and each of them with full power of substitution, proxies to vote at the Annual
Meeting of Stockholders of Comtech Telecommunications Corp. (the "Company") to
be held on December 12, 1996, at 10:00 a.m., local time, and at any adjournment
or adjournments thereof, hereby revoking any proxies heretofore given, to vote
all shares of Common Stock of the Company held or owned by the undersigned as
directed on the reverse side of this proxy card, and in their discretion upon
such other matters as may come before the meeting.
This proxy will be voted as specified and, unless otherwise specified in
the spaces provided, this proxy will be voted FOR the election of directors and
FOR the proposal referred to in item 2 hereon.
(To Be Signed On Reverse Side.)
- --------------------------------------------------------------------------------
Please mark your
A [X] votes as in this
example.
Proposal 1 FOR WITHHELD Nominees: Gerard R. Nocita
1. Election of John B. Payne
Directors. [ ] [ ]
For nominees listed at right (except
as marked to the contrary below.)
- -------------------------------------
Proposal 2 FOR AGAINST ABSTAIN
2. Approval of selection of KPMG
Peat Marwick LLP as auditors. [ ] [ ] [ ]
This proxy will be voted or withheld from being voted in accordance with the
instructions specified. WHERE NO CHOICE IS SPECIFIED, THIS PROXY WILL CONFER
DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR THE NOMINEES LISTED AT LEFT AND
FOR APPROVAL OF PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
Dated: , 1996
- ---------------------------- --------------------------------------- ------------
PLEASE SIGN HERE SIGNATURE (IF HELD JOINTLY)
</TABLE>
NOTE: Please sign exactly as name appears hereon. When signing as executor,
administrator, attorney, trustee or guardian, please give your full title
as such, if a corporation, please sign in full corporation name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person. If a joint tenancy, please have
both tenants sign.
