<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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
VALLEN CORPORATION
................................................................................
(Name of Registrant as Specified In Its Charter)
Leighton J. Stephenson, Secretary
................................................................................
(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), 14a-6(j)(2)
[ ] $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:
............................................................................
[ ] 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>
[ART]
[LOGO OF VALLEN APPEARS HERE]
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 8, 1996
To the Shareholders of
Vallen Corporation:
The 1996 annual meeting of shareholders of Vallen Corporation, a Texas
corporation (the "Company"), will be held in the Board Room on the Mezzanine
level of Texas Commerce Bank, located at 707 Travis, Houston, Texas, on
Tuesday, October 8, 1996, at 10:00 A.M., Houston time, for the following
purposes:
1. To elect a Board of Directors to serve until the next annual meeting
of shareholders and until their respective successors have been duly
elected and qualified;
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the Company for the fiscal year ending May 31, 1997; and
3. To transact such other business as may properly come before the annual
meeting or any adjournment thereof.
Shareholders of record as of the close of business on August 30, 1996 are
entitled to notice of and to vote at the annual meeting and any adjournment
thereof.
By order of the Board of Directors,
Leighton J. Stephenson
Secretary
Houston, Texas
September 9, 1996
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES CAN BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF
YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND
THE ANNUAL MEETING. YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
[VALLEN logo]
[VALLEN LOGO APPEARS HERE]
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXIES
This proxy statement and the enclosed form of proxy are furnished on behalf
of the Board of Directors for use in connection with the annual meeting of
shareholders of Vallen Corporation (the "Company") to be held October 8, 1996,
and any and all adjournments thereof. Such solicitation is being made by mail,
commencing on or about September 9, 1996, and may also be made in person or by
telephone or telecopy by officers, directors and regular employees of the
Company. Arrangements may be made with brokerage houses or other custodians,
nominees and fiduciaries to send proxy material to their principals. All
expenses incurred in the solicitation of proxies will be borne by the Company.
Any shareholder executing a proxy may revoke it at any time before it is used
at the annual meeting by giving notice in writing to the Secretary of the
Company, or by signing and delivering a proxy bearing a later date or voting in
person at the annual meeting. All properly executed proxies received by the
Company and not revoked will be voted at the annual meeting.
VOTING RIGHTS
Only shareholders of record of the Company's common stock ("Common Stock") at
the close of business on August 30, 1996 are entitled to notice of and to vote
at the annual meeting. At such date, there were 7,264,708 shares of Common
Stock issued and outstanding. Each share of Common Stock is entitled to one
vote on each matter to be acted upon at the annual meeting. Shareholders do not
have the right to cumulate their votes with respect to the election of
directors. In establishing the presence of a quorum, abstentions and broker
non-votes will be included in the determination of the number of shares
represented at the annual meeting. Abstentions will have the same effect as a
vote against a proposal. Because they are not included in the tally of votes
present, broker non-votes will not affect the outcome of any proposal (except
those requiring the affirmative vote of a certain percentage of all outstanding
shares of Common Stock, in which case broker non-votes will have the same
effect as a vote against a proposal).
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the ownership of the
Company's common stock as of August 30, 1996 by (i) each person who was known
by the Company to own beneficially more than 5% of the outstanding shares of
Common Stock, (ii) by each of the Company's directors and director nominees,
(iii) by each of the executive officers named in the Summary Compensation Table
and (iv) by all directors and executive officers as a group. Each of the
persons listed is believed to have sole power to vote and dispose of the shares
shown below, unless otherwise noted.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-----------------------
NUMBER PERCENTAGE
BENEFICIAL OWNER OF SHARES OF TOTAL
---------------- --------- ----------
<S> <C> <C>
Leonard J. Bruce...................................... 4,060,359 55.89%
13333 Northwest Freeway
Houston, Texas 77040
Quest Advisory Corporation/Quest Advisory Co., a
General Partnership.................................. 714,679(2) 9.84%
1414 Avenue of the Americas
New York, New York 10019
James W. Thompson..................................... 3,685 *
Roland C. Wolff....................................... 892 *
Robin R. Hutton....................................... 43,714 *
Leighton J. Stephenson................................ 1,295 *
Kirby Attwell......................................... 7,251 *
Darvin M. Winick...................................... 5,901 *
Directors and Executive Officers as a Group
(9 Persons)........................................... 4,128,035 56.82%
</TABLE>
- --------
*Less than 1% of the outstanding common stock.
(1) Determined on the basis of 7,264,708 shares outstanding, except that shares
underlying options exercisable within 60 days are deemed outstanding for
purposes of listing the number of shares owned by the above persons and
calculating the percentage owned by holders thereof. Shares subject to such
unexercised options were 5,001, 5,001 and 10,002, respectively, for Messrs.
Attwell, Winick and directors and executive officers as a group.
(2) Information based on the most recent Schedule 13G report.
2
<PAGE>
PROPOSAL NO. 1--ELECTION OF DIRECTORS
Although the Board of Directors consists of five members, only four directors
have been nominated by the Board of Directors for election at the annual
meeting. The Board of Directors is continuing to search for an appropriate
person to appoint to fill the vacancy. Directors are elected by a plurality
vote of the shares of Common Stock represented at the annual meeting and
entitled to vote. Each director will hold office until the next annual meeting
of shareholders and until his successor is duly elected and qualified. Unless
otherwise specified, all properly executed proxies received by the Company will
be voted at the annual meeting or any adjournment thereof for the election of
the nominees listed in the following table. The Board of Directors believes
that each nominee will be willing and able to serve. However, if any such
person is unable to serve for good cause, or unwilling to serve for any reason,
proxies will be voted for the election of another person selected by the
Company's Board of Directors.
<TABLE>
<CAPTION>
OTHER POSITIONS AND OFFICES
CURRENTLY HELD WITH THE
COMPANY (AND OTHER CURRENT
DIRECTOR PRINCIPAL OCCUPATION, IF
NAME AGE SINCE DIFFERENT)
---- --- -------- ---------------------------
<C> <C> <C> <S>
Leonard J. Bruce................. 76 1960 Chairman of the Board; Member,
Compensation Committee
James W. Thompson................ 45 1994 President and Chief Executive
Officer
Kirby Attwell.................... 60 1978 Member, Audit and Compensation
Committees
(President of Travis
International, Inc.)
Darvin M. Winick................. 66 1984 Member, Audit and Compensation
Committees
(President of Winick
Consultants)
</TABLE>
Mr. Bruce, who has 48 years of experience in safety equipment distribution,
founded the Company in 1947. He has been Chairman of the Board of Directors
since 1960.
Mr. Thompson joined the Company in June of 1994 as President and Chief
Operating Officer of Vallen Safety Supply Company. He was named President and
Chief Executive Officer in January of 1996. He was formerly employed by
Westburne Supply Company of Naperville, Illinois as Senior Group Vice
President, and prior to that he was with Westinghouse Electric Supply Company
for 18 years.
Dr. Winick has been President of Winick Consultants, or its related
management consulting firms, since 1981.
The Board of Directors held six meetings during the fiscal year ended May 31,
1996. During the last fiscal year, no incumbent director attended fewer than
75% of the total number of meetings of the Board of Directors or committees on
which he served during the period for which he was a director or committee
member.
The Company has a Compensation Committee and an Audit Committee. The
Compensation Committee, which administers the Company's employee stock option
plan, the employee stock purchase plan and the annual incentive compensation
plan, and which makes base salary and bonus incentive recommendations, met
three times during the year ended May 31, 1996. The Audit Committee reviews the
reports of the Company's independent auditors and met once during the year
ended May 31, 1996.
Each outside director of the Company is entitled to receive compensation of
$8,000 per year plus $700 for each board and committee meeting attended.
Outside directors also receive options under the 1993 Non-Employee Director
Stock Option Plan. On the date of each annual meeting of the shareholders of
the Company, each outside director then in office who did not previously
receive a grant of options under the Director Plan is automatically granted
options to purchase 5,001 shares of Common Stock, with such options vesting and
becoming exercisable as to 1,667 shares on each annual anniversary of the grant
date. The exercise price of each option is the average last reported sales
price of the Common Stock on the NASDAQ Stock Market for the last five trading
days (on which sales have occurred) preceding and including the date of grant.
3
<PAGE>
MANAGEMENT COMPENSATION AND BENEFITS
SUMMARY COMPENSATION TABLE
The Summary Compensation Table includes individual compensation information
on the Chief Executive Officer and the four other most highly paid executive
officers for each of the years in the three-year period ended May 31, 1996.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
----------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(2)
------------------ ---- -------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Leonard J. Bruce........ 1996 $250,000 $ 19,693 $6,662 -- $ 8,249
Chairman of 1995 234,000 122,251 6,918 -- 8,689
the Board 1994 234,000 -- 6,649 -- 9,240
James W. Thompson(3).... 1996 $200,000 $ 19,693 $2,745 -- $ 7,404
President and Chief 1995 190,000 122,251 2,235 100,000 --
Executive Officer
Roland C. Wolff(4)...... 1996 $135,000 $ 17,178 $2,100 -- $ 1,726
Executive Vice 1995 45,000 15,751 829 21,000 --
President, Marketing
Robin R. Hutton......... 1996 $145,700 $ 11,947 $8,583 -- $ 8,307
Executive Vice 1995 137,417 55,869 2,126 -- 7,522
President, Sales 1994 137,417 -- 2,286 21,000 14,318
Leighton J.
Stephenson(5).......... 1996 $106,000 $ 8,736 $ -- -- $ 2,258
Vice President, 1995 100,000 50,626 -- 10,000 --
Secretary and 1994 46,218 -- -- -- --
Treasurer
</TABLE>
- --------
(1) For each year, the incremental cost to the Company of personal benefits
provided to each of the executive officers did not exceed the lesser of
$50,000 or 10% of aggregate salary and bonus.
(2) The amounts shown were accrued in respect of the Company's payments to its
profit-sharing plan and the Company's contributory funding of the related
401(k) Plan, in which most Company employees are eligible to participate.
(3) Mr. Thompson became President and Chief Executive Officer effective January
1, 1995.
(4) Mr. Wolff joined the Company in February 1995 and became Executive Vice
President, Marketing in August 1995.
(5) Mr. Stephenson joined the Company in December 1993 and became Vice
President, Secretary and Treasurer in January 1994.
EMPLOYMENT AGREEMENT
Effective January 1, 1995, Mr. James W. Thompson was named President and
Chief Executive Officer of Vallen Corporation. When Mr. Thompson was named
President and Chief Operating Officer of Vallen Safety Supply Company in June
1994, he entered into an employment agreement that provides for a minimum base
salary of $190,000 annually (which the Board increased to $200,000 in July
1995), a minimum initial incentive bonus, inclusion in the Company's incentive
plans, and an option to purchase 100,000 shares of Common Stock at an exercise
price of $12.75 (the closing stock price on June 6, 1994 was $11.75). The
agreement also contains provisions regarding termination of employment
conditions which could result in Mr. Thompson's being paid an amount equal to
his annual base salary, or twice his annual base salary, depending upon the
conditions of termination.
4
<PAGE>
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
There were no stock options or stock appreciation rights granted during the
fiscal year ended May 31, 1996 to the executive officers named in the Summary
Compensation Table. Set forth below is information relating to stock options
exercised by the such executive officers during the fiscal year and the number
of shares of Common Stock covered by, and the value of, outstanding stock
options held by them at May 31, 1996. Mr. Bruce is excluded from the table as
he did not hold any stock options during the year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
SHARES COVERED BY VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED MAY 31, 1996 MAY 31, 1996(1)
ON VALUE ------------------------- -------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James W. Thompson....... -- $-- -- 100,000 $-- $750,000
Roland C. Wolff......... -- -- -- 21,000 -- 152,250
Robin R. Hutton......... -- -- -- 21,000 -- 94,500
Leighton J. Stephenson.. -- -- -- 10,000 -- 72,500
</TABLE>
- --------
(1) The amounts shown are the differences between the individual per share
stock option exercise prices and the closing price of Company common stock
on June 1, 1996 of $20.25 per share as reported by The NASDAQ Stock Market,
multiplied by the number of shares covered by the unexercised stock
options.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of two
outside directors and the Company's Chairman and majority shareholder. The
Compensation Committee establishes compensation policies for its executive
officers, and the two outside directors grant and set the terms of awards under
the Company's stock option plan.
Compensation Philosophy. The Company seeks to retain, motivate and reward
executives by providing short and long-term compensation that is tied to
increasing shareholder value and achieving Company performance objectives.
During each fiscal year, the executive compensation program consists of base
salary, an annual incentive plan based upon the Company's financial performance
and Company stock options awarded in current and prior years. In addition,
bonuses for executives and certain key employees are awarded taking into
consideration the Company's overall performance for the year, including return
on average shareholder equity, increase in net sales, gross profit margins and
increase in earnings per common share. The Compensation Committee does not
assign specific weights to any of the factors it considers when determining the
Company's overall performance for the year.
The Compensation Committee takes into account various quantitative and
qualitative indicators of corporate and individual performance in determining
the level of compensation of its executive officers. While the Compensation
Committee considers such corporate performance measures as net income, earnings
per common share, return on average common stockholders' equity and return on
average total assets, the Compensation Committee does not apply any specific,
quantitative formula in making decisions as to base compensation. Increasesin
the base compensation of particular executive officers may vary within a target
range as defined for specific positions, or may, on occasion, be outside the
target range, depending upon the Compensation Committee's evaluations of the
individual's work performance.
Effective June 1, 1995, the Compensation Committee adopted the Executive
Incentive Compensation Plan (the "Incentive Plan"), which was subsequently
approved by the shareholders of the Company at the annual meeting later that
year. Pursuant to the Incentive Plan, the Compensation Committee names certain
officers as participants in the Incentive Plan for that fiscal year. At the end
of such fiscal year, an annual award pool is created that is based on the
increase in earnings per share for the current year, a percentage of
5
<PAGE>
that portion of net income for the year in excess of net income required to
achieve a designated return on shareholder equity, and an amount sufficient to
pass on to participants the tax benefits that would otherwise accrue to the
Company as a result of payments under the Incentive Plan. In any fiscal year,
the Compensation Committee has the absolute discretion to allocate all, a
portion or none of the award pool among the participants. It may pay up to
fifty percent of any such award in shares of Common Stock (without any vesting
requirements), with the remaining portion to be paid in cash. Granting of
awards under the Incentive Plan to individual officers is based upon individual
performance during the year, but the Compensation Committee does not apply any
specific, quantitative formula in making such decisions.
The Compensation Committee believes that the grant of stock options to its
executives aligns the interests of the executives with the interests of the
shareholders by providing a direct correlation between an increase in
shareholder value and executive compensation. The Compensation Committee
periodically grants and sets the terms of stock option awards, but it made no
such grants to executive officers named in the Summary Compensation Table
during the fiscal year ended May 31, 1996.
Chief Executive Officer Compensation. The Compensation Committee determines
the compensation of James W. Thompson, the President and Chief Executive
Officer, in substantially the same manner as the compensation of the other
executive officers of the Company. In particular, the Compensation Committee
recognized Mr. Thompson's important role in significantly increasing the
Company's net sales and net earnings over the prior year, and in closing
several acquisition transactions. Pursuant to his employment agreement, Mr.
Thompson receives a minimum annual base salary of $190,000, which the Committee
increased to $200,000 as a result of the Company's improved operating
performance in the prior year. In addition, pursuant to the Incentive Plan and
in accordance with the compensation philosophy and process described above, the
Compensation Committee awarded Mr. Thompson a bonus consisting of $5,851 in
cash and 295 shares of Common Stock.
THE COMPENSATION COMMITTEE
Kirby Attwell, Chairman
Leonard J. Bruce
Darvin Winick
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Bruce, who is a member of the Compensation Committee, is the Company's
Chairman of the Board.
6
<PAGE>
[INSERT PAGE PRODUCED BY VALLEN]
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG VALLEN CORPORATION,
INDUSTRY INDEX* AND MEDIA GENERAL COMPOSITE INDEX**
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
INDUSTRY INDUSTRY BROAD
FISCAL YEAR ENDING VALLEN CORP. INDEX (508) INDEX (5099) MARKET
- --------------------- ------------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
1991 $100 $100 $100 $100
1992 $ 84.78 $ 97.19 $102.23 $109.81
1993 $ 65.22 $123.22 $109.88 $123.86
1994 $ 51.09 $137.61 $ 88.46 $131.80
1995 $ 71.74 $135.84 $ 81.73 $150.18
1996 $ 88.04 $189.90 $ 99.15 $194.52
</TABLE>
ASSUMES $100 INVESTED ON MAY 31, 1991
ASSUMES DIVIDEND REINVESTED
* This index consists of machinery, equipment and supplies distributors from
Standard Industry Code #508 (used as benchmark industry for 1991-1995), and
Code #5099 (for 1996), and has been prepared by and is available from Media
General Financial Services, P.O. Box 85333, Richmond, VA 23293. It has been
determined in 1996 that SIC Code #5099 most appropriately provides a
benchmark reference for Vallen's primary business, wholesale
distribution -- durable goods.
** The Media General Composite Index is a broad market index of 7,000 NASDAQ,
NYSE and AMEX issues.
7
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP were independent auditors of the Company for the year
ended May 31, 1996. The Board of Directors has appointed KPMG Peat Marwick LLP
as auditors of the Company for the year ending May 31, 1997. A representative
of KPMG Peat Marwick LLP will be present at the annual meeting to make a
statement if he desires and to respond to appropriate questions.
Management recommends that the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending May 31, 1997,
be ratified by the shareholders. Unless otherwise indicated, all properly
executed proxies received by the Company will be voted for such ratification at
the annual meeting or any adjournment thereof. A majority adverse vote will be
considered as a direction to the Board of Directors to select other auditors in
the following year.
OTHER MATTERS
As of this date, management is not aware that any other matters are to be
presented for action at the annual meeting, but the proxy form sent herewith,
if executed and returned, gives discretionary authority with respect to any
other matters that may come before the annual meeting.
PROPOSALS BY SHAREHOLDERS
Shareholders desiring to present proposals at the 1997 annual meeting of
shareholders, and to have such proposals included in the Company's proxy
statement, must submit their proposals to the Company at its principal
executive officers so as to be received no later than May 12, 1997.
By order of the Board of Directors,
Leighton J. Stephenson
Secretary
September 9, 1996
Houston, Texas
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K, INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, IS AVAILABLE TO
SHAREHOLDERS FREE OF CHARGE FROM THE COMPANY UPON WRITTEN REQUEST TO LEIGHTON
J. STEPHENSON, SECRETARY AND TREASURER, P. O. BOX 3587, HOUSTON, TEXAS 77253-
3587.
8
<PAGE>
PROXY VALLEN CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 8, 1996
The undersigned hereby appoints Leonard J. Bruce, James W. Thompson and
Leighton J. Stephenson, or any of them, with full power of substitution,
attorneys and proxies of the undersigned to vote all shares of common stock of
Vallen Corporation (the "Company") which the undersigned is entitled to vote
at the annual meeting of shareholders of the Company to be held on Tuesday,
October 8, 1996 in the Board Room on the Mezzanine level of Texas Commerce Bank,
707 Travis, Houston, Texas at 10:00 A.M., Houston time, and at any adjournment
thereof.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE>
This proxy will be voted in accordance with the specifications made hereon. If
no contrary specification is made, it will be voted "FOR" each of the proposals
set forth.
Please mark
your votes as X
indicated in
this example
Election of Directors: Nominees: LEONARD J. BRUCE, JAMES W. THOMPSON, DARVIN
M. WINICK AND KIRBY ATTWELL.
1. FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for
to the contrary) all nominees
listed to
the right
INSTRUCTION: To withhold authority to vote for any one or more individual
nominee, write such nominee's name on the line provided below.
- --------------------------------------------------------------------------------
2. Ratification and approval of the appointment of KPMG Peat Marwick as
independent auditors for the fiscal year ending May 31, 1997.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, upon such other matters as may come before the meeting
or any adjournment thereof. All as described in the Notice of Annual Meeting
of Shareholders and Proxy Statement, receipt of which is hereby acknowledged.
Please sign exactly as name appears on
your stock certificate. When signing
as executor, administrator, trustee or
other representative, please sign your
full title. All joint owners should
sign.
Dated: , 1996
--------------------------
--------------------------------------
--------------------------------------
(Signature(s) of Shareholder(s)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY PROMPTLY.
FOLD AND DETACH HERE
