<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 (S) 240.14a-11(c) or (S)240.14a-12
Pratt Hotel Corporation
-----------------------
(Name of Registrant as Specified in its Charter)
Pratt Hotel Corporation
-----------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i) (1) or 14a-6(i) (2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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:
[ ] 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:
-------------------------------------------------
<PAGE>
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 31, 1996
To the Stockholders of
Pratt Hotel Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Pratt Hotel
Corporation (the "Company") will be held at the Westin Hotel, 13340 Dallas
Parkway, in the City of Dallas, Texas 75240 on the 31st day of July 1996, at
10:00 a.m. (local time) for the following purposes:
1. To elect five (5) directors to hold office until their respective
successors have been duly elected and qualified.
2. To ratify the appointment of Arthur Andersen LLP as the independent
public accountants of the Company for fiscal year 1996.
3. To transact any and all other business that may properly come before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on June 21, 1996, as
the Record Date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting or any adjournments(s) thereof. Only stockholders
of record at the close of business on the Record Date are entitled to notice of,
and to vote at, such meeting. The stock transfer books will not be closed. A
list of stockholders entitled to vote at the Annual Meeting will be available
for examination at the offices of the Company for 10 days prior to such meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO PROMPTLY
MARK, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED
AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. YOUR PROXY WILL BE RETURNED TO YOU
IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND SHOULD REQUEST SUCH RETURN OR
IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED FOR REVOCATION OF
PROXIES ON THE INITIAL PAGE OF THE ENCLOSED PROXY STATEMENT. PROMPT RESPONSE BY
OUR STOCKHOLDERS WILL REDUCE THE TIME AND EXPENSE OF PROXY SOLICITATION.
BY ORDER OF THE BOARD OF DIRECTORS,
William D. Pratt, Secretary
Dallas, Texas
July 3, 1996
<PAGE>
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
Dear Shareholders:
Pratt Hotel Corporation reported record revenues for 1995. Net
revenues for the year climbed to $303.8 million from $295.4 million reported in
1994, an increase of 2.8%. Higher marketing and promotional costs at the Sands
Hotel and Casino in Atlantic City, New Jersey affected fourth quarter earnings;
however, for the year overall, earnings before interest, taxes, depreciation and
amortization (EBITDA) rose to $52.1 million in 1995, up slightly from $51.7
million in 1994.
Our successful revenue increase was a result of increased gaming space
at the Sands Hotel and Casino, which helped boost net revenues at our property
by 3.2%. This expansion, accompanied by a shift in marketing focus, provides
the Sands with the tools necessary to compete for the high-end segment of the
gaming market. Capital improvements at the Sands are now underway which will
furnish the high-end customer with suite upgrades and access to luxurious
amenities including the Plaza Club and health and exercise facilities.
During the second quarter of 1995, slot machine capacity was increased
by 33.7% at the Hollywood Casino(Registered Trademark Symbol) in Aurora,
Illinois, a property managed by Pratt Hotel Corporation. Fees earned from the
Aurora property totaled $9.4 million this year, down slightly from $10 million
in 1994. Management fees were negatively affected during the construction phase
of the expansion process; however, since completion of the project, fees have
trended favorably.
Our planned changes and shift in marketing focus at the Sands
encourage us to proceed into 1996 with a sense of optimism.
As always, we appreciate your continued confidence in Pratt Hotel
Corporation and we look forward to a successful and profitable 1996.
Sincerely,
/s/ Jack E. Pratt
- -------------------
Jack E. Pratt
Chairman of the Board and
Chief Executive Officer
<PAGE>
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 31, 1996
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Proxy are being mailed to the
stockholders of Pratt Hotel Corporation (the "Company") on or about July 3,
1996, in connection with the solicitation of Proxies by the Board of Directors
of the Company to be voted at the Annual Meeting of Stockholders of the Company
to be held on July 31, 1996 (the "Annual Meeting"), at the time and place and
for the purposes set forth in the accompanying Notice of Annual Meeting, and at
any adjournment(s) thereof.
The accompanying form of Proxy is designed to permit each holder of the
Company's common stock, par value $.10 per share ("Common Stock"), to vote for
or withhold voting for any or all of the nominees for election as directors of
the Company listed under Proposal 1 and to authorize the proxies to vote in
their discretion with respect to any other proposal brought before the Annual
Meeting. When a stockholder's executed and dated proxy card specifies a choice
with respect to a voting matter, the shares will be voted accordingly. If no
such specifications are made, such Proxy will be voted by those persons named in
the Proxy at the Annual Meeting: FOR the election of the nominees specified
under the caption "Election of Directors" and FOR the ratification of Arthur
Andersen LLP as the Company's independent public accountants for fiscal year
1996.
The Company encourages the personal attendance of stockholders at its annual
meetings, and giving of a Proxy does not preclude the right to vote in person
should any stockholder giving the Proxy so desire. Any stockholder of the
Company giving a Proxy has the right to revoke his or her Proxy at any time
prior to the voting thereof either in person at the Annual Meeting or by giving
written notice to the Company addressed to Mr. William D. Pratt, Secretary,
Pratt Hotel Corporation, Two Galleria Tower, Suite 2200, 13455 Noel Road, LB 48,
Dallas, Texas 75240; however, no such revocation shall be effective until such
notice of revocation has been received by the Company at or prior to the Annual
Meeting.
In addition to the solicitation of Proxies by use of the mail, officers and
regular employees of the Company may solicit the return of Proxies by personal
interview, telephone and telegraph. Such officers and employees will not be
additionally compensated, but will be reimbursed for out-of-pocket expenses.
Brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward solicitation materials to the beneficial owners of stock.
The cost of preparing, printing, assembling, and mailing the Notice of Annual
Meeting, this Proxy Statement, the form of Proxy enclosed herewith, any
additional material, the cost of forwarding solicitation material to the
beneficial owners of stock, and other costs of solicitation are to be borne by
the Company.
1
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the stockholders of the Company will consider and vote
on the following matters:
1. The election of five (5) directors to hold office until their respective
successors have been duly elected and qualified.
2. To ratify the appointment of Arthur Andersen LLP as the independent public
accountants of the Company for fiscal year 1996.
3. Such other and further business as may properly come before the meeting or
any adjournment(s) thereof.
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
General
The Board of Directors of the Company has fixed the close of business on June
21, 1996, as the record date (the "Record Date") for the Annual Meeting. Only
holders of record on the Record Date are entitled to notice of, and to vote at,
the Annual Meeting or any adjournment(s) thereof. On the Record Date there were
5,186,627 shares of Common Stock issued and outstanding, all of which are
entitled to vote. The Common Stock is the only class of stock entitled to vote
at the Annual Meeting. Holders of the Company's Common Stock of record as of
the Record Date will be entitled to one (1) vote per share on all matters to be
acted upon at the Annual Meeting. The presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting or any adjournment(s) thereof is
necessary to constitute a quorum to transact business. In accordance with
Delaware law, a stockholder entitled to vote for the election of directors can
withhold authority to vote for certain nominees for director. Abstentions are
counted for purposes of determining a quorum to conduct business, but are
ignored in vote tabulation, thereby increasing the number of votes necessary to
effectuate any proposal. Broker "non-votes" (i.e., shares held in nominee name
by brokers on behalf of customers, which shares are not represented by proxy)
are not counted for purposes of the meeting.
All shares of Common Stock will vote as a single class. Neither the Company's
Certificate of Incorporation nor its Bylaws provide for cumulative voting
rights.
Regulation
Holders of Common Stock may be subject to certain regulatory restrictions on
ownership. Holders are subject to the qualification provisions of the New
Jersey Casino Control Act (the "Casino Act") relating to financial sources and
may, in the sole discretion of the New Jersey Casino Control Commission with the
concurrence of the Division of Gaming Enforcement, be required to make filings,
submit to regulatory proceedings and qualify under the Casino Act. A holder of
Common Stock who cannot legally hold such shares, or who exposes the Company to
a risk of loss of a license or other regulatory risks, may be required to sell
his or her shares of Common Stock to a qualified buyer or to the Company at the
price prescribed by law or, if no price is prescribed, at the fair market value
(defined in the Company's Certificate of Incorporation).
2
<PAGE>
Security Ownership of Certain Beneficial Owners
The information called for by this item is incorporated herein by reference
from Part III, Item 12, "Security Ownership of Certain Beneficial Owners and
Management," as included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
Security Ownership of Management
The information called for by this item is incorporated herein by reference
from Part III, Item 12, "Security Ownership of Certain Beneficial Owners and
Management," as included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist of
not fewer than three (3) nor more than nineteen (19) members (exclusive of
advisory directors) and that the number of directors, within such limits, shall
be determined by resolution of the Board of Directors at any meeting. By action
of the Board of Directors, the number of directors comprising the Board of
Directors has been set at five (5).
Unless otherwise directed on any duly executed and dated Proxy, it is the
intention of the persons named in such Proxy to nominate and to vote the shares
represented by such Proxy for the election of the nominees listed in the table
below for the office of director of the Company to hold office until their
respective successors have been duly elected and qualified:
<TABLE>
<CAPTION>
Year First
Became a
Name and Age Director Present Offices Held in the Company
------------ ---------- -----------------------------------
<S> <C> <C>
Bernard A. Capaldi, CPA (53) 1988 Director
Edward D. Muir (85) 1969 Director
Jack E. Pratt (69) 1969 Chairman of the Board, Chief
Executive Officer and Director
Edward T. Pratt, Jr. (72) 1969 Vice Chairman of the Board, Treasurer
and Director
William D. Pratt (67) 1969 Executive Vice President, Acting General
Counsel, Secretary and Director
</TABLE>
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the person or persons
voting the Proxy will vote the shares represented by such Proxy for the election
of such other person or persons as may be nominated or designated by the Board
of Directors. Each nominee, so far as the Board can determine, is willing to
serve and intends to serve the entire term if elected. If elected as a director
of the Company, each director will hold office until his respective successor
has been duly elected and qualified.
3
<PAGE>
Business Experience for Past Five Years
The following information summarizes the business experience during at least
the past five years of each person nominated to be a director of the Company:
Mr. Bernard A. Capaldi is a certified public accountant and is a principal of
Capaldi, Reynolds & Associates, P.A., C.P.A.'s in New Jersey, and has held such
position since 1965. He is also the Chairman of the Board of Shore Memorial
Hospital's parent holding company.
Mr. Edward D. Muir is currently retired. He is a former Senior Vice President
of Rauscher Pierce Refsnes of San Antonio, Texas, an investment banking firm,
and was associated with Rauscher Pierce Refsnes in numerous executive capacities
for more than five years.
Mr. Jack E. Pratt has served as Chairman of the Board, a director and Chief
Executive Officer of the Company for more than five years. Mr. Pratt has also
served as a director of HCC since its inception in 1990.
Mr. Edward T. Pratt, Jr. has served as Vice Chairman of the Board and a
director and executive officer of the Company for more than five years. Mr.
Pratt has also served as a director of HCC since its inception in 1990.
Mr. William D. Pratt has served as Executive Vice President, Secretary and a
director of the Company for more than five years. He also currently serves as
Acting General Counsel and, prior to May 1995, served as General Counsel of the
Company for more than five years. Mr. Pratt has also served as a director of
HCC since its inception in 1990. Mr. Pratt also served as Vice President and
Secretary of Southmark San Juan, Inc. ("SSJ"), 46.3% of the stock of which is
owned by a subsidiary of the Company, at the time of the filing by SSJ on August
20, 1992 of a voluntary petition for reorganization under Chapter 11 of the
Federal Bankruptcy Code in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division. In November 1992, the reorganization plan
was confirmed by the Bankruptcy Court.
Required Vote
Assuming the presence of a quorum, the affirmative vote of the holders of at
least a plurality of the issued and outstanding shares of Common Stock present,
in person or by proxy, at the Annual Meeting is necessary for the election of
directors. Hollywood Casino Corporation has informed the Company that it
intends to vote all of its shares of Common Stock in favor of the nominees, and,
because Hollywood Casino Corporation owns 80.1% of the outstanding Common Stock,
election of the nominees is assured.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
Board Meetings and Committees
Nonemployee directors of the Company received an annual fee of $25,000 for
service on the Board of Directors and $1,000 for each Board meeting attended
during 1995. The Board of Directors of the Company held four regularly
scheduled meetings during the year ended December 31, 1995. Mr. William D.
Pratt attended 60% of the meetings of the Board of Directors and Committees
thereof for which he was eligible to serve. All other directors attended all
meetings of the Board of Directors and committees thereof for which they were
eligible to serve.
4
<PAGE>
The Board of Directors of the Company has Audit, Executive and Compensation
Committees, but does not have a standing nominating committee. Nonemployee
members of the Audit Committee receive an annual fee of $2,500 for service on
the committee and $500 for each committee meeting attended. No additional
compensation or fees are paid to directors for attending Executive and
Compensation Committee meetings.
Audit Committee. The Audit Committee has the duty to (i) recommend annually
to the Board of Directors the independent public accountants to be engaged to
audit the books, records and accounts of the Company for the ensuing year; (ii)
arrange the details for the engagement of the independent public accountants,
including the remuneration to be paid; (iii) review with the Company's
independent public accountants, as well as the Company's controller and other
appropriate personnel, the Company's general policies and procedures with
respect to audits and accounting and financial controls and the general
accounting and reporting principles that should be applied in preparing the
Company's financial statements; (iv) meet with the independent public
accountants as required and review with them the Company's interim and year-end
financial statements, any certification, report or opinion that the independent
public accountants propose to render in connection with such statements, and any
other appropriate matter; and (v) make such reports and recommendations to the
Board of Directors in connection with the foregoing as it shall deem appropriate
or as the Board of Directors may request, and take such action thereon as the
Board of Directors may direct it to take. The Audit committee is comprised of
Messrs. Bernard A. Capaldi, Edward D. Muir and Edward T. Pratt, Jr. Mr. Muir
was appointed to replace James A. Colquitt in November 1995. The Audit
committee met six times during 1995.
Executive Committee. The Executive Committee exercises all of the power and
authority of the Board of Directors during the interim between meetings of the
Board of Directors. The Executive Committee is comprised of Messrs. Jack E.
Pratt and Edward T. Pratt, Jr. Prior to his resignation in November 1995,
William P. Weidner also served on the Executive Committee. The Executive
Committee did not meet during 1995.
Compensation Committee. The Compensation Committee reviews the compensation
of the Company's executive officers. The Compensation Committee is comprised of
Messrs. Edward D. Muir, Jack E. Pratt and William D. Pratt. Prior to his
resignation in November 1995, James A. Colquitt also served on the Compensation
Committee. The Compensation Committee met once during 1995. The report of the
Compensation Committee appears in this Proxy Statement under the heading
"Renumeration of Directors and Executive Officers."
Family Relationships
Messrs. Jack E. Pratt, Edward T. Pratt, Jr. and William D. Pratt are brothers
(the "Pratt Brothers"). Mr. Edward T. Pratt III, President of the Company, is
the son of Mr. Edward T. Pratt, Jr. There is no other family relationship
between any of the directors and any executive officers of the Company or its
subsidiaries or affiliates.
Certain Relationships
See "Transactions with Management" for certain transactions between directors
and the Company or its subsidiaries or affiliates.
MANAGEMENT
The information called for by this item is incorporated herein by reference
from Part III, Item 10, "Directors and Executive Officers of the Registrant," as
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
5
<PAGE>
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The information called for by this item is incorporated herein by reference
from Part III, Item 11, "Executive Compensation," as included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
STOCK PRICE PERFORMANCE
The information called for by this item is incorporated herein by reference
from Part III, Item II, "Executive Compensation," as included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
TRANSACTIONS WITH MANAGEMENT
The information called for by this item is incorporated herein by reference
from Part III, Item 13, "Certain Relationships and Related Transactions," as
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
Subsequent to the filing date of the Company's Annual Report on Form 10-K, the
note receivable from Metroplex Hotel Limited was renewed on similar terms and
extended to May 31, 1997, at which time the remaining principal balance will be
$13.4 million.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee and subject to ratification by
the stockholders at the Annual Meeting, the Board of Directors has appointed
Arthur Andersen LLP ("Andersen") to serve as the independent public accountants
of the Company for its fiscal year ending December 31, 1996. Andersen, which
has served as the independent public accountants of the Company since 1981,
follows a policy of rotating the engagement partner every seven years. Other
partners and non-partner personnel are rotated on a periodic basis.
Representatives of Andersen are not expected to be present at the Annual Meeting
to make a statement or to respond to questions. If the appointment of Andersen
is not ratified by the stockholders, the Board of Directors will appoint other
independent public accountants based upon the recommendation of the Audit
Committee.
The affirmative vote of a majority of the votes cast on this proposal shall
constitute ratification of the appointment of Andersen.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL
YEAR 1996.
OTHER BUSINESS
The Board of Directors knows of no other business that may properly be, or
that is likely to be, brought before the Annual Meeting. If, however, any other
business should properly be presented to the Annual Meeting, the persons named
in the accompanying Proxy will vote the Proxy as in their discretion they may
deem desirable.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
stockholders may present proposals for inclusion in the Company's proxy
statement for consideration at its Annual Meeting of
6
<PAGE>
Stockholders by submitting proposals to the Company in a timely manner. In
order to be so included for the 1997 Annual Meeting, stockholder proposals must
be received by the Company by January 3, 1997, and must otherwise comply with
the requirements of Rule 14a-8.
COPIES OF THE ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
The Annual Report on Form 10-K covering the Company's year ended December 31,
1995, including audited financial statements, is enclosed herewith. The Form
10-K does not form any part of the materials for the solicitation of Proxies.
The enclosed Form 10-K does not include all exhibits required to be filed with
the Securities and Exchange Commission. However, these exhibits are listed in
Part III of the enclosed Form 10-K, and the Company will furnish, for a minimal
charge, any such exhibit to each stockholder upon written request. Written
requests for exhibits should be directed to Mr. Albert J. Cohen, Principal
Financial Officer, Pratt Hotel Corporation, Two Galleria Tower, Suite 2200,
13455 Noel Road, LB 48, Dallas, Texas 75240.
BY ORDER OF THE BOARD OF DIRECTORS
William D. Pratt, Secretary
July 3, 1996
Dallas, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED
TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
7
<PAGE>
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William D. Pratt and Edward T. Pratt
Jr. as proxies, with the power to appoint their substitute, and hereby
authorizes them to represent and vote as designated below, all of the shares of
the Common Stock of Pratt Hotel Corporation (the "Company") held of record by
the undersigned on June 21, 1996, at the Annual Meeting of Stockholders to be
held on July 31, 1996, or any adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS TO HOLD
OFFICE UNTIL THE 1997 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR
SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED.
FOR ALL nominees listed below WITHHOLD AUTHORITY
___(except as marked to the contrary below) ___to vote for all nominees below.
Bernard A. Capaldi, Edward D. Muir, Jack E. Pratt, Edward T. Pratt, Jr.
and William D. Pratt
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1996.
___FOR ___AGAINST ___ABSTAIN
________________________________________________________________________________
(please sign on the other side)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1 AND FOR THE RATIFICATION
OF INDEPENDENT PUBLIC ACCOUNTANTS UNDER PROPOSAL 2.
Dated:____________________________, 1996
________________________________________
Signature
________________________________________
Signature if Held Jointly
Please execute this Proxy 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, please sign in full name by the president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
