CONGOLEUM CORPORATION
P.O. Box 3127
Mercerville, New Jersey 08619
___________________
NOTICE OF ANNUAL MEETING TO BE HELD
MAY 12, 1997
___________________
To The Stockholders of
Congoleum Corporation
Notice is hereby given that the Annual Meeting of the
Stockholders (the "Annual Meeting") of Congoleum Corporation (the
"Company") will be held in the America Room, 2nd Floor, The First
National Bank of Boston, 100 Federal Street, Boston,
Massachusetts on Monday, May 12, 1997 at 9:30 A.M. local time,
for the following purposes:
1. To elect two Class A directors who will hold office
until the Annual Meeting of Stockholders in 2000 and
until their successors are duly elected and qualified.
2. To consider and vote on a proposal to amend the
Company's 1995 Stock Option Plan to increase the number
of shares of Class A common stock authorized to be
issued thereunder from 550,000 to 800,000, an increase
of 250,000 shares.
3. To transact any other business that may properly come
before the Annual Meeting or any adjournment thereof.
The close of business of March 26, 1997 has been fixed as
the record date for determining the stockholders of the Company
entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
It is desirable that the stock of the Company should be
represented as fully as possible at the Annual Meeting. Please
sign, date and return the accompanying proxy in the enclosed
envelope, which requires no postage if mailed in the United
States. If you should attend the Annual Meeting, you may vote in
person, if you wish, whether or not you have sent in your proxy.
By Order of the Board of Directors
CONGOLEUM CORPORATION
Howard N. Feist III
Secretary
Mercerville, New Jersey
April 1, 1997
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation, by and on behalf of the Board of Directors of
Congoleum Corporation (the "Company"), of proxies to be used in
voting at the Annual Meeting of Stockholders (the "Meeting") of the
Company to be held on May 12, 1997 in the America Room, 2nd Floor,
The First National Bank of Boston, 100 Federal Street, Boston,
Massachusetts at 9:30 A.M. local time, and at any adjournments
thereof. The principal executive offices of the Company are located
at 3705 Quakerbridge Road, Mercerville, New Jersey 08619. The cost
of preparing and mailing the notice, proxy statement and proxy will
be paid by the Company. It is expected that the solicitation of
proxies will be by mail only, but may also be made by personal
interview, mail, telephone or telegraph by directors, officers or
employees of the Company. The Company will request banks and
brokers holding stock in their names or custody, or in the names of
nominees for others, to forward copies of the proxy material to
those persons for whom they hold such stock and to request authority
for the execution of proxies and, upon request, will reimburse such
banks and brokers for their out-of-pocket expenses incurred in
connection therewith. This proxy statement and the accompanying
proxy card were first mailed to stockholders on or about April 1,
1997.
Proxies in the accompanying form, properly executed and duly
returned to the Company and not revoked, will be voted at the
Meeting (including adjournments). Where a specification is made by
means of the ballot provided in the proxies regarding any matter
presented to the Meeting, such proxies will be voted in accordance
with such specification. If no instructions are specified in a
signed proxy with respect to the matters being voted upon, the
shares represented by such proxy will be voted (i) FOR the election
of the nominees for director listed below, (ii) FOR the proposal
relating to the amendment of the 1995 Stock Option Plan, and (iii)
in the discretion of the proxy holder as to other matters that may
properly come before the Meeting. Proxies indicating stockholder
abstentions will be counted for purposes of determining whether
there is a quorum at the Meeting, but will not be voted in the
election of directors or with respect to the proposal to amend the
1995 Stock Option Plan, and, therefore, will have no effect on the
determination of the outcome of the votes on these matters. Shares
represented by "broker non-votes" (i.e., shares held by brokers or
nominees that are represented at the Meeting but with respect to
which the broker or nominee is not empowered to vote on a particular
proposal) will be counted for purposes of determining whether there
is a quorum at the Meeting, but will not be voted in the election of
directors or with respect to the proposal to amend the 1995 Stock
Option Plan, and, therefore, will have no effect on the
determination of the outcome of the votes on these matters.
Any stockholder giving a proxy in the accompanying form retains
the power to revoke it at any time prior to the exercise of the
powers conferred thereby by filing a later dated proxy, by notice of
revocation filed in writing with the Secretary of the Company or by
voting the shares subject to such proxy in person at the Meeting.
Attendance at the Meeting in person will not be deemed to revoke the
proxy unless the stockholder affirmatively indicates at the Meeting
an intention to vote the shares in person.
<PAGE>
On March 26, 1997, there were 4,647,500 shares of the Company's
Class A common stock and 5,350,000 shares of the Company's Class B
common stock outstanding. Only stockholders of record at the close
of business on that date are entitled to notice of and to vote at
the Meeting or any adjournment thereof, and those entitled to vote
will have one vote for each share of Class A common stock held and
two votes for each share of Class B common stock held.
A copy of the Annual Report of the Company for the fiscal year
ended December 31, 1996 is enclosed with this proxy statement.
A quorum for the Meeting will consist of the holders of a
majority of the stock entitled to vote at the Meeting. A plurality
of the shares represented at the Meeting at which a quorum is
present and voting is required to elect directors and a majority of
the shares represented at the Meeting at which a quorum is present
and voting is required to approve the amendment to the Company's
1995 Stock Option Plan to increase the number of shares authorized
to be issued thereunder from 550,000 to 800,000, and any other
matters that may properly come before the Meeting, except as
otherwise required by the laws of Delaware.
PROPOSAL 1 - ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Board of Directors of the Company is divided into three
classes, as nearly equal in size as possible, with staggered terms
of three years which expire at successive Annual Meetings of
Stockholders. The accompanying proxy will be voted for the election
of the nominees named in Class A below unless otherwise instructed.
The term of those Class A directors elected at this Meeting will
expire at the Annual Meeting of Stockholders held in 2000 upon the
election and qualification of their successors. Should any person
named below be unable or unwilling to serve as a director, persons
acting under the proxy intend to vote for such other person as
management may recommend. Each nominee is currently a director of
the Company. The persons named in the accompanying proxy intend to
vote for the election of the nominees identified below unless
authority to vote for one or more of such nominees is specifically
withheld in the proxy. The Board of Directors is informed that all
the nominees are willing to serve as directors, but if either of
them should decline to serve or become unavailable for election as a
director at the Meeting, an event which the Board of Directors does
not anticipate, the persons named in the proxy will vote for such
nominee or nominees as may be designated by the Board of Directors
unless the Board of Directors reduces the number of directors
accordingly.
The following table sets forth the name, age and principal
occupation of each of the nominees for election as director (both of
whom currently serve as directors), and each current director in the
classes continuing in office, and the period during which he has
served as a director of the Company and when such term expires. The
tables, together with the accompanying text and footnotes, also set
forth the holdings of each director of the Company and of each
person nominated to become a director of the Company, as of March
26, 1997.
2
<PAGE>
(a) Security Ownership of Nominees and Directors
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned
Name, Age, Principal Occupation Beneficially Percent of
During the Past 5 Years Director Term as of Percent of Combined
and Directorships Since Expires March 26, 1997 Class Voting Power
----------------- -------- ------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Nominees for Director
Class A
- -------
William M. Marcus
Age 59. Director, Executive
Vice President, and Treasurer
of American Biltrite. Director
Reebok International, Ltd. 1993 1997 4,395,605(1)(2)(3)(4) 82.2% 57.3%
C. Barnwell Straut
Age 71. Managing Director of
Hillside Capital Incorporated 1986 1997 7,000 * *
Incumbent Directors
Class B
- -------
Mark N.Kaplan, Esq.
Age 67. Partner of Skadden,
Arps, Slate, Meagher & Flom,
Attorneys. Director of
American Biltrite, Grey
Advertising Inc., Diagnostic
Retrieval Systems, Inc., REFAC
Technology Development
Corporation, Volt Information
Sciences, Inc., and Movie Fone,
Inc. 1995 1998 1,000 * *
Richard G. Marcus
Age 49. Vice Chairman of the
Company. Director, President,
and Chief Operating Officer of
American Biltrite. 1993 1998 4,395,605(1)(2)(3)(4)(5) 82.2% 57.3%
David N. Hurwitz
Age 61. President and Chief
Executive Officer of Goodson
Newspaper Group. 1995 1998 -- * *
Class C
- -------
Roger S. Marcus
Age 51. Chairman of the Board,
Chief Executive Officer and
President of the Company.
Chairman of the Board, Chief
Executive Officer and Director
of American Biltrite. 1993 1999 4,395,605(1)(2)(3)(4) 82.2% 57.3%
John N. Irwin III
Age 43. Managing Director of
Hillside Capital Incorporated. 1986 1999 954,395(1)(6) 17.8% 12.4%
Cyril C. Baldwin, Jr.
Age 69. Chairman of the Board
of Cambrex Corporation,
Director of Church & Dwight. 1995 1999 2,000 * *
_______________________
*Less than 1%
</TABLE>
3
<PAGE>
(1) The shares of Class B common stock are convertible into an
equal number of shares of Class A common stock without the
requirement of any further action upon their sale or other
transfer by Hillside Capital ("Hillside Capital") or American
Biltrite Inc. ("American Biltrite") to a person or entity other
than one of its affiliates. In addition, shares of Class B
common stock may be converted into an equal number of shares of
Class A common stock at any time at the option of the holders
thereof and shall be converted into an equal number of shares
of Class A common stock upon the adoption of a resolution to
such effect by a majority of the entire Board of Directors of
the Company and the holders of a majority of the outstanding
shares of Class B common stock voting as a separate class. In
the event of a "change in control" of American Biltrite, all of
its shares of Class B common stock shall be automatically
converted into an equal number of shares of Class A common
stock without the requirement of any further action.
(2) Refers to the shares of Class B common stock shown as owned of
record by American Biltrite with respect to which each of the
named individuals may be deemed to be the beneficial owner.
Each of the named individuals is a director of the Company and
a director, officer and stockholder of American Biltrite. Each
of the named individuals disclaims beneficial ownership of such
shares. The address of each of the named individuals is c/o
American Biltrite Inc., 57 River Street, Wellesley Hills, MA
02181.
(3) A majority of the outstanding shares of American Biltrite are
beneficially owned by Natalie S. Marcus, Cynthia S. Marcus and
the named individuals, who have identified themselves as
persons who have in the past taken, and may in the future take,
actions which direct or cause the direction of the management
of American Biltrite and their voting of shares of American
Biltrite in a manner consistent with each other, and who
therefore may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of
1934. Charles E. Heming, trustee of a trust established by
Natalie S. Marcus, may also be deemed to be a member of this
group. Mr. Heming expressly disclaims his membership in this
group. Natalie S. Marcus is the mother of Roger S. Marcus and
Richard G. Marcus and the aunt of William M. Marcus. Cynthia
S. Marcus is the wife of William M. Marcus.
(4) Richard G. Marcus and Roger S. Marcus are brothers and William
M. Marcus is their cousin.
(5) In February 1996, Mr. Richard G. Marcus entered into a
settlement agreement in the form of a consent decree with the
Securities and Exchange Commission (the "Commission") in
connection with the Commission's investigation covering trading
in American Biltrite Inc.'s Common Stock by an acquaintance of
Mr. Marcus. Mr. Marcus, without admitting or denying the
Commission's allegations of securities laws violations, agreed,
among other things, to the entry of a permanent injunction
against future violations of Section 10(b) and Rule 10b-5 of
the Securities Exchange Act of 1934.
(6) Refers to the shares of Class B common stock shown as owned of
record by Hillside Capital Incorporated with respect to which
Mr. Irwin may be deemed the beneficial owner. Mr. Irwin is a
director of the Company and a director and officer of Hillside
Capital and indirectly owns a majority of its issued and
outstanding shares of its capital stock. Mr. Irwin disclaims
beneficial ownership of such shares. The address of Mr. Irwin
is c/o Hillside Capital Incorporated, 405 Park Avenue, New York,
NY 10022.
(b) Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares of Class A
common stock and Class B common stock beneficially owned by (a) each
person who owns of record, or is known by the Company to own
beneficially, more than 5% of the Company's Class A common stock
and/or Class B common stock, (b) each person who is named in the
Summary Compensation Table hereinafter set forth as an executive
officer as of December 31, 1996 and (c) all executive officers and
directors of the Company as a group.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock Percent of
Name, and Address Title Owned Beneficially Percent of Combined
of Beneficial Owners of Class As of March 26,1997 Class Voting Power
- -------------------- -------- ------------------- --------- ------------
<S> <C> <C> <C> <C>
American Biltrite Inc. Class B 4,395,605 (1) 82.2% 57.3%
57 River Street
Wellesley Hills, MA 02181
Hillside Capital Incorporated Class B 954,395 (2) 17.8% 12.4%
405 Park Avenue
New York, NY 10022
David L. Babson & Co. Inc. Class A 649,300 (3)(4) 14.0% 4.2%
One Memorial Drive
Cambridge, MA 02142
The TCW Group, Inc. Class A 551,800 (3)(5) 11.9% 3.6%
865 South Figueroa Street
Los Angeles, CA 90017
Putnam Investments, Inc. Class A 418,500 (3)(6) 9.0% 2.7%
1166 Avenue of the Americas
New York, NY 10036
Clark Estates, Inc. Class A 404,000 (3)(7) 8.7% 2.6%
30 Wall Street
New York, NY 10005
Goldman, Sachs & Co. Class A 364,500 (3)(8) 7.8% 2.4%
85 Broad Street
New York, NY 10004
U.S. Bancorp Class A 274,500 (3)(9) 5.9% 1.8%
United States National
Bank of Oregon
111 S.W. Fifth Avenue
Portland, OR 97204
Loomis, Sayles & Company L.P. Class A 253,900 (3)(10) 5.5% 1.7%
One Financial Center
Boston, MA 02111
Roger S. Marcus (11) Class A 60,000 (12) 1.3% *
Class B 4,395,605 (1) 82.2% 57.3%
Robert N. Agate (11) Class A 5,850 (13) * *
Howard N. Feist III (11) Class A 5,177 (13) * *
Dennis P. Jarosz (11) Class A 5,200 (14) * *
Anthony C. Prestipino (11) Class A 2,000 (15) * *
All directors and Class A 163,250 (16) 3.5% 1.1%
executive officers Class B 5,350,000 100.0% 69.7%
as a group (16 persons)
- --------------
*Less than 1%
</TABLE>
5
<PAGE>
(1) Represents shares of Class B common stock held of record by
American Biltrite. See footnote 2 to the table above for a
description of the persons who may be deemed to be the
beneficial owners of these shares.
(2) See footnote 6 to the table above for a description of the
person who may be deemed to be the beneficial owner of these
shares.
(3) Based on information contained in a Schedule 13G filed with the
Commission which indicates that such shares were acquired
solely for investment purposes as of December 31, 1996.
(4) David L. Babson & Co. Inc. is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, and
is considered "beneficial owner" in the aggregate of 649,300
shares of Class A common stock.
(5) The TCW Group, Inc. (through certain wholly owned subsidiaries
TCW Asset Management Company and The Trust Company of the West)
is considered the "beneficial owner" in the aggregate of
551,800 shares of Class A common stock. TCW Asset Management
Company is an investment adviser registered under Section 203
of the Investment Advisers Act of 1940 and The Trust Company of
the West is a bank as defined in Section 3(A)(6) of the
Securities Exchange Act of 1934. Mr. Robert Day is an
individual who may be deemed to control the TCW Group, Inc.
The address of Mr. Day is 200 Park Avenue, Suite 2200, New
York, New York 10166.
(6) Certain Putnam investment managers (together with their parent
corporations, Putnam Investments, Inc. and Marsh & McLennan
Companies, Inc.) are considered "beneficial owners" in the
aggregate of 418,500 shares of Class A common stock.
(7) Clark Estates, Inc. is a New York corporation which provides
management and administrative services relating primarily to
financial matters for several individual members of the Clark
family and to certain institutional and trust accounts
affiliated with the Clark family, and is considered "beneficial
owner" in the aggregate of 404,000 shares of Class A common
stock.
(8) Goldman, Sachs & Co. is a broker/dealer registered under
Section 15 of the Securities Exchange Act of 1934 and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, and is considered "beneficial
owner" in the aggregate of 364,500 shares of Class A common
stock.
(9) U.S. Bancorp (together with certain wholly owned subsidiaries,
Qualivest Capital Management and United States National Bank of
Oregon) is considered "beneficial owner" in the aggregate of
274,500 shares of Class A common stock. U.S. Bancorp is a
national bank as defined in Section 3(A)(6) of the Securities
Exchange Act of 1934.
(10) Loomis, Sayles & Company, L.P. is an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, and is considered "beneficial owner" in the aggregate of
253,900 shares of Class A common stock.
(11) The address of each of the executive officers named in the
Summary Compensation Table hereinafter set forth is c/o
Congoleum Corporation, 3705 Quakerbridge Road, P.O. Box 3127,
Mercerville, New Jersey 08619.
(12) Includes 60,000 shares of Class A common stock issuable upon
the exercise of options which are currently exercisable or
exercisable within 60 days of March 26, 1997.
(13) Includes 4,000 shares of Class A common stock issuable upon the
exercise of options which are currently exercisable or
exercisable within 60 days of March 26, 1997.
(14) Includes 2,700 shares of Class A common stock issuable upon the
exercise of options which are currently exercisable or
exercisable within 60 days of March 26, 1997.
(15) Includes 2,000 shares of Class A common stock issuable upon the
exercise of options which are currently exercisable or
exercisable within 60 days of March 26, 1997.
(16) Includes an aggregate of 144,700 shares issuable upon the
exercise of options which are currently exercisable or
exercisable within 60 days of March 26, 1997.
6
<PAGE>
(c) Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers and
the beneficial owners of more than 10 percent of the Class A common
stock to file reports of ownership and changes in ownership of their
equity securities of the Company. Directors and executive officers
of the Company and such beneficial owners file such reports with the
Commission and the New York Stock Exchange. Directors and executive
officers and such beneficial owners are required to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of Forms 3, 4 and 5
and amendments thereto received by the Company, and written
representations from certain directors and executive officers and
such beneficial owners of the Company that no Forms 5 were required
for such persons, the Company believes that all Section 16(a) filing
requirements applicable to its directors and executive officers and
such beneficial owners were complied with during 1996.
DIRECTOR COMPENSATION AND COMMITTEES
During 1996, the Board of Directors of the Company held four
meetings. Each director attended at least 75% of the aggregate of
all meetings of the Board of Directors plus the total number of
meetings of all committees of the Board on which he serves. Each
director who is not an officer and employee of the Company or
American Biltrite is entitled to receive a director's fee of $10,000
per year and $1,250 for each Board meeting and each Audit Committee
meeting attended.
Directors may elect to defer the receipt of all or a part of
their fees. Amounts so deferred earn interest, compounded
quarterly, at a rate equal to the Bank of Boston base rate at the
end of each quarter.
The Company has an Audit Committee consisting of three members,
all of whom are non-employee directors. The Audit Committee
recommends engagement of the independent auditors, considers the fee
arrangement and scope of the audit, reviews the financial statements
and the independent auditors' report, reviews the activities and
recommendations of the Company's internal auditors, considers
comments made by the independent auditors with respect to the
Company's internal control structure, and reviews internal
accounting procedures and controls with the Company's financial and
accounting staff. During 1996, the Audit Committee held three
meetings, including one telephonic meeting. The members of the
Audit Committee are David N. Hurwitz, Chairman, Cyril C. Baldwin,
Jr. and Mark N. Kaplan.
The Company has a Compensation Committee consisting of three
members, all of whom are non-employee directors. The Compensation
Committee is responsible for making recommendations to the Board
concerning executive compensation including base salaries, bonuses
and criteria for their award, stock option plans, stock option
grants, health and life insurance and other benefits. The
Compensation Committee met one time during 1996. The members of the
Compensation Committee are Mark N. Kaplan, Chairman, Cyril C.
Baldwin, Jr. and David N. Hurwitz. The Company does not have a
Nominating Committee.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
Overall Policy
The Company's executive compensation program is designed to
reflect both corporate performance and individual responsibilities
and performance. The Compensation Committee administers the
Company's overall compensation strategy in an attempt to relate
executive compensation appropriately to the Company's overall growth
and success and to the executive's duties and demonstrated
abilities. The objectives of this strategy are to attract and
retain the best possible executives, to motivate these executives to
achieve the Company's business goals and to provide a compensation
package that recognizes individual contributions as well as overall
business results.
Each year the Compensation Committee conducts a review of the
Company's executive compensation. This review includes
consideration of: the relationship between an executive's current
compensation and his current duties and responsibilities; the
compensation of executive officers with similar duties and
responsibilities; and inflationary trends. The annual compensation
reviews permit an ongoing evaluation of the relationship between the
size and scope of the Company's operations, its performance and its
executive compensation. The Compensation Committee also considers
the legal and tax effects (including without limitation the effects
of Section 162(m) of the Internal Revenue Code of 1986, as amended)
of the Company's executive compensation program in order to provide
the most favorable legal and tax consequences for the Company and
its executive officers.
The Compensation Committee determines the compensation of the
individuals whose compensation is detailed in this proxy statement
and sets policies for and reviews the compensation awarded to the
most highly compensated corporate executives. This process is
designed to provide consistency throughout the executive
compensation program. In reviewing the individual performance of
the executives whose compensation is detailed in this proxy
statement, the Compensation Committee takes into account the views
of Roger S. Marcus, the Company's Chief Executive. Because Mr.
Marcus provides his services to the Company pursuant to a Personal
Services Agreement between the Company and American Biltrite Inc.,
the Compensation Committee does not review Mr. Marcus' compensation,
which is administered by the disinterested directors of the Board as
a whole.
The key elements of the Company's executive compensation
consist of base salary, annual bonus and stock options. The
Compensation Committee's policies with respect to each of these
elements are discussed below. In addition, although the elements of
compensation described below are considered separately, the
Compensation Committee takes into account the full compensation
package afforded by the Company to the individual, including pension
benefits, insurance and other benefits, as well as the program
described below.
Base Salaries
Base salaries for executive officers are determined by
considering historical salaries paid by the Company to officers
having certain duties and responsibilities and then evaluating the
current responsibilities of the position, the scope of the
operations under management and the experience of the individual.
Annual salary adjustments are determined by evaluating on an
individual basis new responsibilities of the executive's position,
changes in the scope of the operations managed, the performance of
such operations, the performance of the executive in the position
and annual increases in the cost of living.
8
<PAGE>
Annual Bonus
The Company's executive officers are eligible for an annual
cash bonus. Annual bonuses are determined on the basis of corporate
performance. The most significant corporate performance measure for
bonus payments is earnings of the Company. In determining annual
bonuses, the Compensation Committee also considers the views of Mr.
Marcus as Chief Executive Officer and discusses with him the
appropriate bonuses for all executives.
Stock Options
Under the Company's 1995 Stock Option Plan, stock options may
be granted to the Company's executive officers. The Compensation
Committee sets guidelines for the size of stock option awards based
on factors similar to those used to determine base salaries and
annual bonus. Stock options are designed to align the interests of
executives with those of the stockholders.
Under the 1995 Stock Option Plan, stock options are typically
granted with an exercise price equal to the market price of the
Company's Class A common stock on the date of grant and vest over
time. This approach is designed to encourage the creation of
stockholder value over the long term since the full benefit of the
compensation package cannot be realized unless stock price
appreciation occurs over time.
Conclusion
Through the programs described above, a significant portion of
the Company's executive compensation is linked directly to
individual and corporate performance. The Compensation Committee
intends to continue the policy of linking executive compensation to
corporate and individual performance, recognizing that the ups and
downs of the business cycle from time to time may result in an
imbalance for a particular period.
COMPENSATION COMMITTEE
Mark N. Kaplan, Chairman
Cyril C. Baldwin, Jr.
David N. Hurwitz
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1996 were Mark
N. Kaplan, Cyril C. Baldwin, Jr. and David N. Hurwitz, none of whom
is or was at any time during 1996 an officer or employee of the
Company. Mark N. Kaplan is a partner in Skadden, Arps, Slate,
Meagher & Flom, a law firm retained by American Biltrite in 1996 and
proposed to be retained in 1997. Mr. Kaplan is also a director of
American Biltrite.
9
<PAGE>
EXECUTIVE COMPENSATION
The table that follows sets forth information concerning the
compensation earned by or paid to the Company's Chairman of the
Board and Chief Executive Officer and the Company's four other most
highly compensated executive officers for services rendered to the
Company in all capacities during each of the last three years. The
table also identifies the principal capacity in which each of the
named executives served the Company during 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities Underlying All Other
Name and Principal Position Year Salary Bonus Options (Shares) Compensation(1)
- --------------------------- ---- ------ ----- --------------------- ---------------
<S> <C> <C> <C> <C> <C>
Roger S. Marcus 1996 * * -- *
Chairman, President 1995 * * 150,000 *
and Chief Executive 1994 * * -- *
Officer
Howard N. Feist III 1996 142,833 60,000 -- 7,170
Senior Vice President 1995 136,167 50,000 10,000 8,197
- Finance and Chief 1994 132,917 60,000 -- 6,689
Financial Officer
Robert N. Agate 1996 142,083 60,000 -- 7,132
Senior Vice President 1995 136,875 50,000 10,000 8,240
- Manufacturing 1994 128,336 60,000 -- 6,443
Dennis P. Jarosz 1996 137,500 60,000 6,500 6,858
Senior Vice President 1995 125,792 50,000 3,500 7,573
- Marketing 1994 111,585 25,000 -- 5,602
Anthony C. Prestipino 1996 135,625 60,000 10,000 5,461
Senior Vice President 1995 21,028 15,000 -- --
- Sales 1994 -- -- -- --
</TABLE>
- ------------
(1) Amounts shown for each officer consist of amounts contributed
by the Company to the Company's 401(k) Plan for the designated
fiscal year that are allocated to such officer.
(*) Pursuant to the terms of a Personal Services Agreement between
American Biltrite and the Company, American Biltrite agreed
that Roger S. Marcus would devote substantially all of his
business time to serving as Chief Executive Officer of the
Company and Richard G. Marcus would serve as Vice Chairman of
the Company. In consideration of this agreement, the Company
agreed to pay American Biltrite a personal services fee and a
contingent incentive fee, conditioned upon the attainment of
financial and business objectives as determined by the Board of
Directors of the Company. The Company paid $800,000, $980,060
and $1,265,000 in personal services and incentive fees for the
years ended December 31, 1994, 1995 and 1996, respectively.
10
<PAGE>
1995 STOCK OPTION PLAN
The Company's 1995 Stock Option Plan became effective upon the
consummation of the Company's initial public offering in February
1995. Pursuant to the 1995 Stock Option Plan, certain directors,
employees and officers of the Company will be given the opportunity
to acquire shares of Class A common stock through the grant of
options. Such options may be either incentive stock options within
the meaning of the Internal Revenue Code of 1986, as amended (the
"Code"), or nonqualified stock options. A maximum of 550,000 shares
of Class A common stock were originally authorized for issuance with
respect to options granted under the 1995 Stock Option Plan. The
Company is proposing to increase the number of shares available for
issuance under the 1995 Stock Option Plan. (See Proposal 2,
"Amendment to 1995 Stock Option Plan" below.) The material features
of the 1995 Stock Option Plan are described below.
The purpose of the 1995 Stock Option Plan is to promote the
long-term success of the Company by providing financial incentives
to key employees who are in positions to make significant
contributions toward success. The 1995 Stock Option Plan is
designed to attract individuals of outstanding ability to employment
with the Company, to provide key employees with a proprietary
interest in the Company, and to encourage such employees to continue
their employment with the Company and to render superior performance
during such employment.
The 1995 Stock Option Plan is administered by the Compensation
Committee of the Board of Directors, which has authority to
determine the employees to whom awards will be granted, the form and
amount of the awards, the dates of grant, vesting periods, and other
terms of each award.
The 1995 Stock Option Plan provides for both incentive stock
options, as defined in Section 422 of the Code, and nonqualified
stock options. All options are granted at an exercise price per
share equal to not less than 100% of the fair market value of the
Class A common stock on the date the option is granted. The Company
receives no consideration upon the granting of an option. Full
payment of the option exercise price must be made by the optionee
when an option is exercised. The exercise price may be paid in cash
or in such other form as the Company may approve, including shares
of Class A common stock valued at their fair market value on the
date of option exercise. The proceeds received by the Company from
the sale of shares under the 1995 Stock Option Plan are used for
general corporate purposes. Options granted under the 1995 Stock
Option Plan are not exercisable sooner than 12 months after the date
of grant, vest incrementally over a five-year period, and are not
exercisable later than 10 years after the date of grant. Options
are not transferable by the holder other than by will or applicable
laws of descent and distribution.
The grant of an incentive stock option generally has no
immediate federal income tax consequences to the Company or the
holder. If the holder of the incentive stock option sells the
shares of Class A common stock received on the exercise thereof more
than two years after the date the incentive stock option was granted
to the holder and more than one year after the date of exercise of
the incentive stock option, the difference between the sale proceeds
and the exercise price of the option will be eligible for long-term
capital gain or loss treatment. In such event, no amount will
be taxable as ordinary income and the Company will not
be entitled to a deduction for federal income tax purposes.
However, in general, the difference between the fair market value of
the Class A common stock on the date of exercise and the exercise
price will be included in the holder's alternative minimum taxable
income for alternative minimum tax purposes. Whether or not a
holder of such an option would be subject to alternative minimum tax
depends on such individual's particular tax situation. If the
holder disposes of the shares of Class A common stock acquired upon
11
<PAGE>
the exercise of an incentive stock option or applies such stock to
the exercise of another option prior to the end of the holding
periods described above (a "disqualifying disposition"), the
difference between the fair market value of the Class A common stock
on the date of exercise and the exercise price is taxable as
ordinary income in the year of disposition and any excess of the
amount realized on disposition over the value of the Class A common
stock on the date of exercise is eligible for long-term or short-
term capital gain treatment depending on how long the shares were
held. If, in a disqualifying disposition, the holder sells the
Class A common stock for less than its fair market value on the date
he or she exercised the incentive stock option, then, generally,
only the amount of the difference between the amount realized on the
disposition and the purchase price will be treated as ordinary
income. If the holder of an incentive stock option makes a
disqualifying disposition, the Company generally will be entitled to
a deduction equal to the amount treated as ordinary income to such
holder for the Company's taxable year in which such holder
recognizes such income.
The grant of a nonqualified stock option has no immediate
federal income tax consequences to the Company or the holder. The
exercise of a nonqualified stock option will require the holder to
include in the holder's gross income the amount by which the fair
market value of the acquired shares on the exercise date (or, in the
case of certain employees who are officers or directors subject to
the profit recapture provisions of Section 16(b) of the Securities
Exchange Act of 1934, in certain circumstances thereafter) exceeds
the exercise price. An officer or director may avoid this six-month
deferral provision by electing under Section 83(b) of the Code to
realize the income with respect to the exercise of the option at the
time of exercise.
The Company is required by the Code to withhold income and
employment taxes from the employee's wages or to receive a payment
from the employee to provide for the taxes on the ordinary income
which is considered to have been paid in shares of Class A common
stock to the holder upon exercise of the option or, in the case of
an employee subject to Section 16(b) of the Securities Exchange Act
of 1934 who does not make a Section 83(b) election, at the end of
the six-month period following such exercise.
The Company is entitled to an income tax deduction (provided
applicable withholding requirements are met) equal to the amount of
ordinary income included as compensation in the gross income of the
holder for the taxable year of the Company during which the holder
includes such amount in the holder's income.
The closing price of the Company's Class A common stock as
reported on the New York Stock Exchange on March 3, 1997 was $13.625
per share. There is no market for the Class B common stock (but
shares of Class B common stock are convertible, on a share-for-share
basis, into shares of Class A common stock under certain
conditions).
At December 31, 1996 (the end of the Company's 1996 fiscal
year), options were outstanding under the 1995 Option Plan to
purchase an aggregate of 484,500 shares of Class A common stock.
12
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Potential Realizable Value at
Number of Percent of Assumed Annual Rates of
Securities Total Stock Price Appreciation
Underlying Options Exercise or for Option Term (2)
Options Granted in Base Price Expiration -----------------------------
Name Granted #(1) Fiscal Year(1) (Per Share) Date 5% 10%
------ ------------ -------------- ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dennis P. Jarosz 6,500 29.5% $10.625 02/02/06 $43,420 $110,045
Anthony C. Prestipino 10,000 45.5% 10.625 02/02/06 66,800 169,300
</TABLE>
(1) All options granted in fiscal year 1996 were granted pursuant
to the 1995 Stock Option Plan. All options granted to the
named executive officers vest over five years at the rate of
20% per year beginning on the first anniversary of the date of
the grant, subject to acceleration as the Compensation
Committee, in its sole discretion, deems appropriate.
(2) These amounts represent certain assumed rates of appreciation
which are provided for illustrative purposes only. Actual
gains, if any, on stock option exercises and Class A common
stock holdings are dependent on the future performance of the
Class A common stock and overall stock market conditions.
There is no assurance that the amounts reflected will be
realized.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In The Money Options
Shares Options at 12/31/96 at 12/31/96
Acquired on Value -------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger S. Marcus -- -- 30,000 120,000 $26,250 $105,000
Howard N. Feist III -- -- 2,000 8,000 1,750 7,000
Robert N. Agate -- -- 2,000 8,000 1,750 7,000
Dennis P. Jarosz -- -- 700 9,300 613 23,575
Anthony C. Prestipino -- -- -- 10,000 -- 32,500
</TABLE>
DEFINED BENEFIT PENSION PLAN
In addition to the remuneration set forth above, the Company
maintains a tax-qualified defined benefit pension plan (the "Pension
Plan") for all salaried (non-hourly) employees. The Pension Plan
provides non-contributory benefits based upon years of service and
average annual earnings for the 60 consecutive calendar months in
which the participating employee had the highest level of earnings
during the 120 consecutive calendar months preceding retirement.
13
<PAGE>
The table below sets forth certain information relating to the
Pension Plan with respect to the five most highly compensated
executive officers of the Company at December 31, 1996. Roger S.
Marcus is not eligible to participate in the Pension Plan because he
is an employee of American Biltrite.
<TABLE>
<CAPTION>
1996 Credited
Remuneration Years
Name Covered by Plan of Service
---- --------------- ----------
<S> <C> <C>
Roger S. Marcus * *
Howard N. Feist III $150,000 15
Robert N. Agate 150,000 15
Dennis P. Jarosz 150,000 24
Anthony C. Prestipino 150,000 1
</TABLE>
The following table is based on the present Pension Plan
formula. Actual benefits will differ depending on the employee's
years of service and whether the employee was previously employed by
the Company or the Tile Division of American Biltrite.
The compensation used to determine a person's benefits under
the Pension Plan includes such person's salary (including amounts
deferred as salary reduction contributions to any applicable tax-
qualified plans maintained under Sections 401(k) or 125 of the Code)
and annual bonuses. The Internal Revenue Service has limited the
maximum compensation for benefit purposes to $150,000. The
following table shows, for various income and service levels, the
annual benefits payable under the Pension Plan, commencing at normal
retirement at age 65. These benefits are presented on a five years
certain and life thereafter basis.
APPROXIMATE ANNUAL PENSION AT AGE 65
<TABLE>
<CAPTION>
Total Years of Service as a Plan Member
Final Average -------------------------------------------------------
Compensation 15 20 25 30 35
------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000 $11,800 $15,800 $19,700 $23,700 $27,600
125,000 15,200 20,300 25,400 30,400 35,500
150,000 18,600 24,800 31,000 37,200 43,400
175,000 18,600 24,800 31,000 37,200 43,400
200,000 18,600 24,800 31,000 37,200 43,400
225,000 18,600 24,800 31,000 37,200 43,400
250,000 18,600 24,800 31,000 37,200 43,400
</TABLE>
14
<PAGE>
EMPLOYMENT ARRANGEMENTS
Pursuant to the terms of a Personal Services Agreement dated
March 11, 1993, as amended, between the Company and American
Biltrite, American Biltrite agreed that Roger S. Marcus would serve
as the Chief Executive Officer of the Company and in connection
therewith, would devote substantially all of his time to his duties
in such capacity; provided, however, that Mr. Marcus would be
entitled to remain as a director and executive officer of American
Biltrite. The Personal Services Agreement has an initial term of
five years, subject to earlier termination in the event of death,
disability, cause or the termination of Mr. Marcus' affiliation with
American Biltrite, and may be extended for successive one-year
periods if the parties so elect. Effective February 8, 1995, the
Personal Services Agreement was amended to provide, among other
things, that Richard G. Marcus will serve as Vice Chairman of the
Company. For the year ended December 31, 1996 the Company paid
$515,000 pursuant to the amended Personal Services Agreement and
accrued $750,000 for the 1996 contingent incentive fee, which was
paid in January 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the terms of a Business Relations Agreement between
the Company and American Biltrite (i) the Company granted American
Biltrite the right to purchase the Company's vinyl and vinyl
composition tile at a price equal to the lower of 120% of the
Company's fully-absorbed manufacturing costs for such tile and the
lowest price paid by any of the Company's other customers and the
exclusive right and license (including the right to sublicense) to
distribute such tile in Canada, (ii) American Biltrite granted the
Company the non-exclusive right to purchase floor tile and urethane
from American Biltrite at a price equal to the lower of 120% of
American Biltrite's fully-absorbed manufacturing costs for such
products and the lowest price paid by any of American Biltrite's
other customers, (iii) the Company agreed to provide American
Biltrite with data processing services for a period of 18 months
following the consummation of the transactions contemplated by the
Acquisition at a cost equal to American Biltrite's internally
allocated costs for such data processing services immediately prior
to such consummation, (iv) the Company agreed to reimburse American
Biltrite for any insurance premiums retroactively imposed relating
to claims against American Biltrite in connection with the business
or operation of the Tile Division (other than certain specified
claims) and (v) American Biltrite agreed to have its tape division
supply paper slitting services to the Company at a cost equal to
American Biltrite's internally allocated costs for providing such
services immediately prior to the consummation of the transactions
contemplated by the Acquisition. The agreements referred to clauses
(i) and (ii) above terminate on the fifth anniversary of the date of
the Business Relations Agreement, subject to renewal for successive
one-year periods if the parties so elect. The agreement referred to
clause (v) above is terminable at any time by the Board of Directors
of the Company or American Biltrite. The Business Relations
Agreement has an initial term of five years and may be extended for
successive one-year periods if the parties so elect. For the twelve
months ended December 31, 1996 the Company had purchases of $5.8
million from American Biltrite and sales of $1.2 million pursuant to
this Business Relations Agreement.
15
<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN
The graph that follows compares the monthly cumulative total
shareholder return of the Company's Class A common stock to the
monthly cumulative returns of the New York Stock Exchange Market
Value Index and a Peer Group Index which includes companies in Media
General Financial Services Industry Group 058 - Other Building
Materials.
(PERFORMANCE GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
Measurement Congoleum MG Group NYSE Market
Period Corporation Index Index
----------- ----------- -------- -----------
<S> <C> <C> <C>
02/02/95 100.00 100.00 100.00
03/31/95 112.50 108.53 105.93
06/30/95 100.00 119.43 113.97
09/30/95 78.50 125.97 121.88
12/31/95 80.37 130.76 128.55
03/31/96 71.96 131.21 135.86
06/30/96 85.98 134.53 140.96
09/30/96 96.26 131.86 144.65
12/31/96 103.74 145.49 154.65
</TABLE>
16
<PAGE>
PROPOSAL 2 - AMENDMENT TO 1995 STOCK OPTION PLAN
The Board of Directors has adopted, subject to shareholder
approval, an amendment to the 1995 Stock Option Plan (the
"Amendment") which increases the number of shares of Class A common
stock authorized to be issued thereunder from 550,000 to 800,000, an
increase of 250,000 shares. The full text of the Amendment will be
furnished to any shareholder upon written request made to the
Secretary of the Company. For a description of the material
features of the 1995 Stock Option Plan, see "1995 Stock Option Plan"
above.
The following table sets forth the number (and dollar value) of
additional shares under the 1995 Option Plan that will be received
by the named executive officers and groups, to the extent
determinable.
NEW PLAN BENEFIT TABLE
<TABLE>
<CAPTION>
Name and Principal Position Dollar Value($) Number of Units
- --------------------------- --------------- ---------------
<S> <C> <C>
Roger S. Marcus * *
Chairman, President and Chief
Executive Officer
Howard N. Feist III * *
Senior Vice President - Finance
and Chief Financial Officer
Robert N. Agate * *
Senior Vice President -
Manufacturing
Dennis P. Jarosz * *
Senior Vice President -
Marketing
Anthony C. Prestipino * *
Senior Vice President - Sales
All executive officers * *
as a group (10 persons)
All non-executive directors * *
as a group (6 persons)
</TABLE>
* Awards of options for the additional 250,000 shares are not yet
determinable as none are currently contemplated.
The Board of Directors believes that the 1995 Option Plan is an
important component of the Company's compensation package because it
secures for the Company and its shareholders the advantages of the
incentive inherent in stock ownership on the part of its key
employees. The Company believes that stock ownership incentives
give employees a greater concern for the welfare of the Company and
its future growth and encourage them to continue their association
with the Company. The Company issued a significant portion of the
550,000 option shares originally authorized under the 1995 Option
Plan. Additional shares will be needed, in future years, to
maintain this element of the Company's incentive compensation
program for the Company's key employees. Accordingly, the Board of
Directors recommends that the shareholders vote in favor of amending
the 1995 Option Plan to increase the shares available for issuance
by the sum of 250,000 shares.
17
<PAGE>
VOTE REQUIRED AND RECOMMENDATION OF BOARD
Under the Company's Bylaws, the proposal to amend the 1995
Option Plan is approved if the affirmative votes cast by the
Company's outstanding shares of common stock entitled to vote and
represented (in person or by proxy) at the Meeting exceed the
negative votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THE AMENDMENT AND THE ENCLOSED PROXY WILL BE VOTED IN
THAT MANNER UNLESS THE SHAREHOLDER EXECUTING THE PROXY SPECIFICALLY
DIRECTS THE PROXY TO THE CONTRARY (OR ABSTAINS).
American Biltrite has indicated to the Company that it intends
to vote all of its shares of Class B common stock in favor of the
adoption of the Amendment. American Biltrite possesses sufficient
voting power through its ownership of shares of Class B common stock
to ensure the adoption of the Amendment regardless of how other
shares of the Company's capital stock are voted.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
The Board of Directors of the Company has selected Ernst &
Young LLP as the Company's independent public auditors for 1997.
Representatives of Ernst & Young LLP are expected to be present at
the Meeting and will be given an opportunity to make a statement if
they desire to do so, and are expected to be available to respond to
appropriate questions.
Effective March 28, 1996, the Company engaged Ernst & Young LLP
as its new independent auditors to audit the Company's financial
statements, replacing Coopers & Lybrand L.L.P. This action was
approved by the Audit Committee of the Company's Board of Directors.
Coopers & Lybrand L.L.P.'s report on the Company's financial
statements for fiscal years 1995 and 1994 did not contain any
adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting
principles. During fiscal years 1995 and 1994 there were no
disagreements between the Company and Coopers & Lybrand L.L.P. on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Coopers & Lybrand L.L.P., would have
caused it to make a reference to the subject matter of the
disagreements in connection with its report. During fiscal
years 1995 and 1994 and the subsequent interim period preceding
March 28, 1996, neither the Company nor anyone on its behalf
consulted Ernst & Young LLP regarding either the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor
oral advice was provided to the Company by Ernst & Young LLP.
18
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the
next annual meeting of stockholders of the Company in May 1998 must
be received by the Company at its principal executive offices no
later than November 25, 1997.
OTHER MATTERS
The management has no knowledge of any other matters which may
come before the Meeting and does not itself intend to present any
such other matters. However, if any such other matters shall
properly come before the Meeting or any adjournment thereof, the
persons named as proxies will have discretionary authority to vote
the shares represented by the accompanying proxy in accordance with
their best judgment.
By Order of the Board of Directors
CONGOLEUM CORPORATION
Howard N. Feist III
Secretary
Mercerville, New Jersey
April 1, 1997
19
<PAGE>
CONGOLEUM CORPORATION
PROXY SOLICITED ON BEHALF OF THE
P BOARD OF DIRECTORS FOR THE
R 1997 ANNUAL MEETING OF STOCKHOLDERS
O TO BE HELD MONDAY, MAY 12, 1997
X
Y
The undersigned hereby appoints Roger S. Marcus, Richard G. Marcus and
Howard N. Feist III, jointly and severally, proxies, with full power of
substitution and with discretionary authority, to vote all the shares of
Class A common stock, par value $.01 per share, of Congoleum Corporation,
a Delaware corporation ("Congoleum"), which the undersigned is entitled to
vote at the 1997 Annual Meeting of Stockholders of Congoleum to be held
on Monday, May 12, 1997 in the America Room, 2nd Floor, The First National
Bank of Boston, 100 Federal Street, Boston, Massachusetts at 9:30 A.M.,
local time, or at any adjornments or postponements thereof (the "Annual
Meeting"), hereby revoking any proxy heretofore given.
-------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-------------
[X] Please mark
votes as in
this example
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IN THE ABSENCE OF SPECIFIC DIRECTIONS TO THE CONTRARY, THIS PROXY
WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS LISTED BELOW AND IN THE
DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
1. ELECTION OF DIRECTORS
Nominees: William M. Marcus and C. Barnwell Straut.
FOR WITHHELD
_ _
[_] [_]
_
[_]________________________________________________________________________
(Please indicate by checking one of the boxes above your vote with
regard to the entire slate of nominees. To withhold authority for any
individual nominee, write that nominee's name in the space provided above.)
FOR AGAINST ABSTAIN
_ _ _
2. AMENDMENT TO 1995 STOCK OPTION PLAN [_] [_] [_]
To approve an amendment to the
Company's 1995 Stock Option Plan to
increase the number of shares
authorized to be issued thereunder
from 550,000 to 800,000, an increase
of 250,000 shares.
MARK HERE _
FOR ADDRESS [_]
CHANGE AND
NOTE AT LEFT
Please sign, date and return this proxy card promptly in the enclosed
envelope. Please sign exactly as your name appears hereon. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation or partnership please sign in
corporate or partnership name by authorized person.
Signature:__________________________ Date:___________________________
Signature:__________________________ Date:___________________________
