DYNAMICS RESEARCH CORPORATION
60 Frontage Road
Andover, Massachusetts 01810
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 22, 1997
To the Stockholders:
The Annual Meeting of the stockholders of Dynamics Research
Corporation will be held at 3:30 p.m. on Tuesday, April 22, 1997 on the
33rd Floor of The State Street Bank and Trust Building, 225 Franklin
Street, Boston, Massachusetts, for the following purposes:
1. To fix the number of directors for the ensuing year and to
elect the Class I Director,
2. To consider and act upon such other matters as may properly
come before the
meeting.
Only stockholders of record at the close of business on March 7,
1997 will be entitled to receive notice of and to vote at the meeting.
By order of the Board of Directors,
John R. D. McClintock,
Clerk
March 20, 1997
__________________
IMPORTANT
All stockholders are urged to complete and mail the enclosed proxy
promptly whether or not you plan to attend the meeting in person. The
enclosed envelope requires no postage if mailed in the U.S.A. or Canada.
Stockholders attending the meeting may revoke their proxies and
personally vote on all matters which are considered. It is important
that your shares be voted.
DYNAMICS RESEARCH CORPORATION
60 Frontage Road
Andover, Massachusetts 01810
_________________
PROXY STATEMENT
______________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 22, 1997
________________
GENERAL
The accompanying proxy is solicited by the Board of Directors of
Dynamics Research Corporation (the "Company") to be voted at the 1997
Annual Meeting of Stockholders.
Proxies in the accompanying form will be voted as specified by the
stockholders. If no specification is made, the proxy will be voted for
the election of the Class I director unless authority to vote has been
withheld. A proxy may only be revoked by written revocation received by
the Clerk of the Company prior to the exercise thereof.
Stockholders of record at the close of business on March 7, 1997
are entitled to notice of and to vote at the Annual Meeting. There were
5,698,325 shares of Common Stock, $.10 Par Value outstanding as of
that date, each entitled to one vote.
This proxy statement and enclosed proxy are being mailed to
stockholders on or about the date of the Notice of Annual Meeting.
The cost of solicitation of proxies will be borne by the Company.
Employees of the Company may also solicit proxies by mail, telephone or
personal interview.
ELECTION OF DIRECTORS
Under Massachusetts law, the Board of Directors of the Company is
classified into three classes, as nearly equal in number as possible,
with the term of office of one class expiring each year. The enclosed
proxy will be voted to elect the person named below, unless otherwise
instructed, as the Class I director for a term of three years expiring
at the 2000 Annual Meeting of Stockholders or until his respective
successor is elected and qualified. If the nominee should become
unavailable, proxies will be voted for a substitute nominee designated
by management or to fix the number of directors at a lesser number,
unless instructions are given to the contrary. The current Board has no
reason to expect that the nominee will become unavailable to serve.
Year First Elected
Name Age Principal Occupation A Director
Nominees for Election as Class I Directors-
Terms Expiring in 2000
General James P. Mullins Executive Consultant 1991
(USAF, ret.) 68
Continuing Class II Directors - Terms Expiring in 1998
Francis J. Aguilar 64 Professor of Business
Administration, Emeritus, 1987
Harvard University Graduate
School of Business
Administration
John S. Anderegg, Jr. 73 Chairman of the Company 1955
Continuing Class III Director - Term Expiring in 1999
Albert Rand 70 President and Chief Executive 1984
Officer of the Company
The principal occupation of the above nominee and continuing
directors has been that set forth above throughout the past five years.
General Mullins is currently serving as a director. Mr. Troup is
retiring from the Board.
Dr. Aguilar is also a Director of Bowater, Inc. and Burr-Brown
Corporation. Mr. Anderegg is a Director of Ivy and MacKenzie Mutual
Funds, Burr-Brown Corporation and Metritape, Inc.
Board Meetings and Committees
The Board of Directors held five meetings during 1996.
The Audit Committee consisting of Dr. Aguilar, General Mullins and
Mr. Troup reviews with the independent auditors the financial statements
and reports issued by the Company, reviews the Company's internal
accounting procedures, controls and programs and makes recommendations
to the Board of Directors on the engagement of the independent
auditors. The Audit Committee held two meetings during 1996.
The Compensation Committee consisting of Dr. Aguilar and General
Mullins administers the 1993 Equity Incentive Plan, including the
granting of options and other awards under that plan, reviews the
compensation policies of the Company and approves the compensation of
the officers. The Compensation Committee held two meetings during 1996.
The Company does not have a standing nominating committee.
PRINCIPAL STOCKHOLDERS
Common Stock Ownership of Certain Beneficial Owners and Management
As of March 7, 1997, the following table shows the beneficial
ownership of Common Stock of the Company by all persons or groups
known by the Company to be the beneficial owners of more that 5% of its
outstanding stock, based on filings with the Securities and Exchange
Commission, all directors, the executive officers listed in the Summary
Compensation Table and all directors and executive officers as a group:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
John S. Anderegg, Jr 724,099(1) 12.7
c/o Dynamics Research Corporation
60 Frontage Road
Andover, MA 01810
Albert Rand 287,103(2) 5.0
c/o Dynamics Research Corporation
60 Frontage Road
Andover, MA 01810
Francis J. Aguilar 21,333(3) *
James P. Mullins. 5,667(4) *
Thomas J. Troup 5,204(5) *
John L. Wilkinson 8,280(6) *
Douglas R. Potter 25,434(7) *
DFA Investment Dimensions
Group, Inc 408,912(8) 7.2
c/o Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
All directors and executive
officers as a group (7 persons) 1,077,120(9) 18.9
*Less than 1% of the outstanding shares of Common Stock.
Each of the above had sole voting and investment powers except as
otherwise indicated.
(1) Includes 44,168 shares held by Mr. Anderegg as custodian for his
children, 64,321 shares held in the estate of Mrs. Anderegg, of
which Mr. Anderegg is executor, and 17,172 shares owned by one of
Mr. Anderegg's children who resides with him, as to all of which he
disclaims beneficial ownership.
(2) Includes 169,717 shares which Mr. Rand has the right to acquire
on exercise of stock options that are currently exercisable or
will be exercisable within 60 days of March 7, 1997.
(3) Includes 8,833 shares held in a pension plan of which Dr.
Aguilar has sole voting and investment powers. Includes options to
purchase 3,667 shares which are currently exercisable or will be
exercisable within 60 days of March 7, 1997.
(4) Includes options to purchase 3,667 shares which are currently
exercisible or will be exercisable within 60 days of March 7,
1997.
(5) Includes 2,652 shares held in a trust of which Mr. Troup is
trustee. Includes options to purchase 2,001 which are currently
exercisable or will be exercisable within 60 days of
March 7, 1997.
(6) Includes options to purchase 7,993 shares which are currently
exercisable or will be exercisable within 60 days of March 7,
1997.
(7) Includes options to purchase 24,334 shares which are currently
exercisable or will be exercisable within 60 days of March 7,
1997.
(8) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
408,912 shares of Dynamics Research Corporation stock as of
December 31, 1996, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company,
a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc.
services as investment manager. Dimensional disclaims beneficial
ownership of all such shares. Dimensional Fund Advisors has the
power to dispose of these shares and shares the power to vote
98,595 of these shares.
(9) Includes options to purchase 207,712 shares which are
exercisable within 60 days of March 7, 1997.
COMPENSATION AND RELATED MATTERS
Compensation of Directors
Directors who are not employees of the Company receive an annual
fee of $20,000 for serving as directors. No additional compensation
is paid to those directors who serve on a committee of the Board of
Directors.
The Company has a Deferred Compensation Plan under which non-
employee directors may elect to defer their directors fees. Amounts
deferred for each participant are credited to a separate account, and
interest at the lowest rate at which the Company borrowed money during
each quarter or, if there was no such borrowing, at the prime rate, is
credited to such account quarterly. The balance in a participant's
account is payable in a lump sum or in installments when the participant
ceases to be a director. Dr. Aguilar deferred his 1996 director fees.
Interest accrued for 1996 on such fees was $5,954.
The 1995 Stock Option Plan for Non-Employee Directors provides for
an annual grant to each director who is not an employee of the Company
of an option to purchase 1,000 shares of Common Stock and an initial
grant of 5,000 shares, each at an exercise price equal to fair market
value on the date of grant. All options granted under this plan become
exercisable in three equal installments on each of the first, second
and third anniversaries of the date of grant.
Executive Compensation
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid to the
President and Chief Executive Officer and each of the Company's other
highly compensated executive officers (the "named executives") during or
with respect to 1996, 1995, and 1994.
<TABLE>
Annual Long Term
Compensation Compensation
<CAPTION>
Name and Other Shares All Other
Principal Annual Underlying Compensation
Position Year Salary($) Bonus($) Compensation ($) ($) (1)
Options (#)
<S> <C> <C> <C> <C> <C>
Albert Rand 1996 235,000 2,375
President & 1995 235,000 25,000 2,250
C.E.O. 1994 235,000 2,250
John S.
Anderegg, Jr. 1996 195,000 2,375
Chairman 1995 195,000 2,250
1994 195,000 2,250
Douglas R.
Potter 1996 150,000 20,000 2,250
V.P.of Finance 1995 135,000 15,000 10,000 2,250
C.F.O. 1994 135,000 1,480
John L.
Wilkinson 1996 135,000 2,025
V. P. of 1995 126,000 12,000 6,000 2,070
Human Resources 1994 126,000 1,890
</TABLE>
(1) Consists of employer's match for the 401 (K) plan.
Option Grants in 1996
The table below shows information regarding grants of stock
options made to the named executives during fiscal 1996. The amounts
shown as potential realizable values are based on assumed annualized
rates of stock price appreciation of five percent and ten percent
over the full term of the options, pursuant to applicable Securities
and Exchange Commission regulations. John S. Anderegg, Jr., Albert
Rand, and John Wilkinson did not receive any option grants in 1996.
Actual gains, if any, on option exercises will be dependent on the
future performance of the Common Stock and overall stock market
conditions.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
% of Total
Options
Granted to Exercise
Options Employees or Base
Granted in Fiscal Price Expira-
(#) Year ($/Sh) tion Date 5% ($) 10%($)
Douglas 20,000(1) 14% 6.75(2) 2/13/06 84,901 215,155
R. Potter
(1) Options become exercisable 1/3 each year, commencing on the first
anniversary of the grant, with full vesting on the third anniversary.
(2) The exercise price and tax withholding obligations may be paid, at the
option of the Board, by delivery of already owned shares.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values
The following table presents the value of unexercised options held
by the named executives at fiscal year-end. John S. Anderegg, Jr. did
not hold any options during 1996.
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Options Exercised in 1996 12/28/96(#) 12/28/96($)(1)
Shares Acquired Value Exercisable/(E) Exercisable/(E)
Exercisable/(E) Realized ($) Unexercisable(U) Unexercisable(U)
Name on Exercise (#)
Albert Rand -- -- 169,717 E 680,864 E
16,667 U 39,584 U
Douglas R. Potter -- -- 14,333 E 74,368 E
26,667 U 87,502 U
John L. Wilkinson -- -- 5,993 E 27,686 E
4,000 U 21,000 U
(1) Based on market value at 12/28/96 of $9.375 per share less
respective exercise prices.
Report of the Compensation Committee of the Board of Directors
The Compensation Committee of the Board of Directors administers
the Company's executive compensation program. The committee is composed
of Dr. Aguilar and General Mullins, both of whom are independent non-
employee directors and who have no "interlocking" relationships as
defined by the Securities and Exchange Commission. The Committee meets
formally and consults informally during the year. The Committee is
responsible for recommending to the Board of Directors the compensation
of all the officers of the Company and for reviewing the design and
effectiveness of executive compensation policies. All awards of stock
options and restricted stock to the Company's employees are made by the
Committee.
Compensation Philosophy and Objectives
The Company's executive compensation program consists of base
salary, potential cash bonus incentives and long-term incentives in the
form of stock options. Its objectives are four-fold:
* Provide base compensation that enables the Company to attract and
retain key executives.
* Provide executive officers with total direct remuneration which is
competitive with similarly sized companies for comparable performance.
* Reward executives for outstanding achievements which clearly
benefit the Company.
* Align the interest of the Company's executives with the long-term
interests of shareholders.
The executive compensation program provides an overall level of
compensation opportunity which the Compensation Committee believes is
competitive with other companies of comparable size and complexity.
Actual compensation will vary with annual and long-term Company
performance, as well as individual performance and longevity, and hence
may be greater or less than actual compensation at other companies. The
Committee uses its discretion to establish executive compensation at
levels which in its judgment are warranted by external or internal
factors as well as an executive's individual circumstances. In arriving
at what it considers appropriate levels and components of compensation,
the Compensation Committee utilizes industry compensation data provided
by nationally recognized compensation information sources.
Executive Compensation Program Components
The particular elements of the compensation program are discussed
more fully below:
Base Salary. The Committee maintains base salary levels for
executives that, based on its analysis of pertinent compensation data,
are competitive with other companies of comparable size and complexity.
Base salaries of executives are determined by the potential impact
of the individual on the Company and its performance, salaries paid by
other companies for comparable positions, individual performance against
goals and the overall performance of the Company.
Cash Bonuses. The Compensation Committee may approve discretionary
cash bonuses as a means of rewarding executives (and other employees)
for significant Company and individual performance. These cash awards
are not based on a specific formula; rather, they are intended to be
compensation in recognition of outstanding accomplishments that result
in clearly quantitative or qualitative benefit to the Company.
Long-Term Incentives. Long-term incentives are provided in the form
of stock options. The Committee and the Board of Directors believe
that management's ownership of a significant equity interest in the
Company aligns the long-term interests of management and shareholders
and is an important incentive and contributing factor toward building
shareholder value. Stock options, therefore, are granted at the market
value of the common stock on date of grant. The value received by the
executive from a stock option granted depends on increases in the market
price of the Company's common stock during the term of the option.
Consequently, the value of the compensation is proportionate to
increases in shareholder value. Grants of stock options are made by
the Compensation Committee in its discretion based both upon the
executive's actual contribution to the Company's current performance and
his expected contribution toward meeting the Company's long-term
financial/strategic goals.
CEO Compensation
Mr. Rand's base salary remained unchanged in 1996. In determining
Mr. Rand's compensation for 1996, the Committee took into consideration
the above described compensation philosophy, the Company's financial
performance, and progress toward achieving strategic goals of growth and
broadening of the Company's business. The Committee also considered
information with respect to chief executive compensation for companies
of comparable size in similar industries.
The Compensation Committee
of the Board of Directors:
Francis J. Aguilar
James P. Mullins
Performance Comparison
The following graph illustrates the return that would have been
realized (assuming reinvestment of dividends) by an investor who
invested $100 on December 28, 1991 in each of (i) the Company's Common
Stock, (ii) the NASDAQ Stock Market - Composite U.S. Index and (iii) a
Peer Group of companies as listed below:
Dynamics
Research NASDAQ Peer
Corporation Composite Group
1991 100 100 100
1992 106 116 125
1993 118 134 132
1994 77 131 149
1995 238 185 223
1996 259 227 333
Companies in Self- Determined Peer Group:
Analysis & Technology Inc. CACI International Inc.
Comarco Inc. Geodynamics Corp.
Perceptronics Inc Nichols Research Corp.
Severance Agreements
The Company has severance agreements with Messrs. Anderegg and
Rand. Under these agreements, the Company agrees to pay severance
benefits to each such executive if his employment is terminated for any
reason other than for cause (as defined in the agreements) or if the
executive terminates his employment as a result of a specified
justification, within two years following a change of control of the
Company. A change in control includes the acquisition of 20% or more of
the combined voting power of the Company's then-outstanding securities,
other changes in control of a kind required to be reported by certain
regulatory authorities, and certain changes in membership of the Board
of Directors. Under the agreements, the executive is entitled to a
severance payment equal to 299% of his average annual base salary and
bonus for the two calendar years immediately prior to a change in
control. In addition, the executive is entitled to certain other
benefits, including the acceleration of the exercisability of
outstanding stock options, continued participation for up to three years
in life, accident, medical, health and other similar plans and programs
in which the executive participated prior to the change in control, and
the payment by the Company of any legal fees and expenses incurred as a
result of such termination of employment. At the option of the
executive, the payments or benefits payable under the agreement may be
decreased to the extent necessary to avoid any excise taxes payable as a
result of the severance benefits. Such severance payments would not be
reduced for compensation received by the executive from any new
employment. Under these agreements, based on the current compensation
as of March 7, 1997, change of control cash severance payments would
be approximately $583,050 and $702,650 for Messrs. Anderegg and Rand,
respectively.
Indemnification Agreements
The Company has indemnification agreements with each of its
directors. Each indemnification agreement entitles the director to be
indemnified by the Company for any liabilities and expenses incurred in
connection with the defense or disposition of any legal claim or action
brought or threatened against him or her by reason of (i) being or
having been a director of the Company or (ii) serving or having served
at the Company's request as a director of another organization or in
any capacity with respect to an employee benefit plan. The
indemnification agreement also requires the Company to advance payment
for any expenses incurred by a director in connection with such an
action. However, a director will not receive indemnification under the
agreement if he or she is found not to have acted in good faith in the
reasonable belief that his or her actions were in the best interest of
the Company. The indemnification provided under the indemnification
agreement is required whether or not an action is brought asserting that
the director seeking indemnification acted unlawfully or acted to create
an improper personal benefit, unless the director is actually found not
to have acted in good faith in the reasonable belief that his or her
actions were in the best interests of the Company. The rights under
the indemnification agreement are in addition to any rights of
indemnification the director may have under the Company's Articles of
Incorporation or By-laws or otherwise and are not subject to any
limitations which may be contained in the Company's Articles of
Incorporation or By-laws.
Pension Plan
The following table sets forth the annual benefits payable as a
life annuity which would be payable under the Company's noncontributory
defined benefit Pension Plan at normal retirement at age 65 to
participants having the years of service and average annual earnings as
indicated in the table, assuming all such participants attained age 65
in 1996:
ESTIMATED ANNUAL BENEFIT FOR YEAR 1996
Average Estimated Annual Benefit
Annual For Indicated Years of Service
Earnings 15 20 25 30 or more
$100,000 $17,309 $23,078 $28,848 $34,617
$125,000 $22,308 $29,745 $37,181 $44,617
$150,000* $27,308 $36,411 $45,514 $54,617
Frozen Benefit - Accrued through 12/31/93*
$175,000 $32,308 $43,078 $53,847 $64,616
$200,000 $37,308 $49,744 $62,180 $74,616
$225,000 $42,308 $56,411 $70,513 $84,616
$235,840 $44,476 $59,301 $74,126 $88,952
*Maximum Plan Compensation for 1996 is $150,000.
Employees are entitled to the greater of: benefit accrued through
12/31/93 (calculated on prior years wage caps) or benefit based on the
new $150,000 wage cap.
As of March 7, 1997, Messrs. Anderegg, Rand, Wilkinson and Potter
had 40, 37, 15 and 3 years of service, respectively, for purposes of
the Pension Plan.
All employees of the Company, who complete a year of service,
including the individuals named in the compensation table above, are eligible
to earn benefits under the Pension Plan. Upon retirement the benefits under
the Pension Plan vary depending upon the participant's age at retirement,
years of service with the Company and average annual earnings for the five
consecutive highest years of service in the ten years prior to
termination. The amount of annual retirement benefits is determined by
a formula which applies years of service to a basic defined benefit,
which, in the case of a participant with at least 30 years of service,
is .683% of the average of the 5 highest consecutive years of
compensation in the last 10 years worked plus .65% of such average
annual earnings which exceed Social Security Covered Compensation, but
not less than (a) $60 multiplied by his or her years of service or (b)
the benefit which had accrued as of December 31, 1987 under the
Company's prior retirement program. Compensation reflects the amounts
shown under salary in the Summary Compensation Table. The Pension Plan
limits the compensation taken into account for purposes of determining
the benefit under the Pension Plan to the maximum permissible under the
Internal Revenue Code, which for 1996 was $150,000. Social Security
Covered Compensation means the dollar amount which represents the
average of the maximum wages subject to Social Security tax for each
year of the participant's working career. The benefits under the
Pension Plan are payable in various annuity forms and are subject to
maximum limits in certain circumstances.
QUORUM, REQUIRED VOTES, AND METHOD OF TABULATION
Consistent with state law and under the Company's by-laws, a
majority of the shares entitled to be cast on a particular matter,
present in person or represented by proxy, constitutes a quorum as to
such matter. Votes cast by proxy or in person at the Annual Meeting
will be counted by persons appointed by the Company to act as election
inspectors for the meeting.
The nominee for election as the Class I director at the Annual
Meeting who receives the greatest number of votes properly cast for the
election of director will be elected as a director.
The election inspectors will count the total number of votes cast
"for" election of the director for purposes of determining whether
sufficient affirmative votes have been cast. The election inspectors
will count shares represented by proxies that withhold authority to vote
for a nominee for election as a director or that reflect abstentions and
"broker non-votes" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners and
(ii) the broker or nominee does not have the discretionary authority to
vote on a particular matter) only as shares that are present and
entitled to vote on the matter for purposes of determining a quorum, but
neither abstentions nor broker non-votes have any effect on the outcome
on voting on the matter.
AUDIT MATTERS
Upon the recommendation of the Audit Committee, the Board of
Directors has selected Arthur Andersen LLP, certified public
accountants, as auditors for the Company for the fiscal year ending
December 31, 1997. Arthur Andersen LLP has served as the Company's
independent auditors since 1957. A representative of Arthur Andersen
LLP is expected to be present at the Annual Meeting with the opportunity
to make a statement if he or she desires to do so and to respond to
appropriate questions.
OTHER INFORMATION
Compliance with Section 16 (A) Filings
Mr. Albert Rand, president and chief executive officer reported on
Form 5 the sale of shares of the Company's common stock during 1996 for
which Form 4 was inadvertently not filed.
Stockholder Proposals for Fiscal 1997 Annual Meeting
Proposals of stockholders submitted for consideration at the next
annual meeting of stockholders must be received by the Company no later
than November 14, 1997 in order to be considered for inclusion in the
Company's proxy materials for that meeting.
Other Business
The Board of Directors does not know of any business which will
be presented to the Annual Meeting other than that referred to in the
accompanying notice. If other business properly comes before the Annual
Meeting, it is intended that the proxies will be voted in the judgment
of the persons voting the proxies unless specific instructions to the
contrary are given.
By the Order of the Board of Directors
John R. D. McClintock
Clerk
Andover, Massachusetts
March 20, 1997
PROXY
DYNAMICS RESEARCH CORPORATION
Annual Meeting of Stockholders-April 22, 1997
The undersigned hereby appoints John S. Anderegg, Jr., Douglas R. Potter
and John R.D. McClintock, and each of them as proxies, with full power of
substitution and re-substitution to each, and hereby authorizes them to
represent and to vote as designated on the reverse, at the Annual
Meeting of Stockholders of Dynamics Research Corporation (the "Company")
on April 22, 1997 at 3:30 P.M. Boston time, and at any adjournments
thereof, all of the shares of the Company which the undersigned would be
entitled to vote if personally present.
The Board of Directors recommends a vote FOR:
1. Fixing the number of Directors and Election of the Class I Director
FOR nominee listed below, except as indicated.
Gen. James P. Mullins WITHHOLD AUTHORITY to vote for
(USAF, Retired) nominee listed below.
ABSTAIN
Account Number No. of Shares Proxy No.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. EVERY PROPERLY SIGNED
PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, PROXIES
WILL BE VOTED FOR ITEM 1. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
Dated........., 1997
....................
Signature
....................
Signature
Please mark, date and sign as your name appears hereon
and return in the enclosed envelope. If signing as an
attorney, executor, administrator, trustee, guardian or
other representative capacity, please give your full title
as such.
