<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NBI, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
NBI, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 11, 1995
----------------------
The Annual Meeting of Stockholders of NBI, Inc., a Delaware corporation
(the "Company"), will be held on Monday, December 11, 1995, at 2:00 p.m.,
Pacific Time, at the offices of Equibond, Inc., 100 Wilshire Blvd., Suite 1700,
Santa Monica, California, for the following purpose:
1. To elect two directors of the Company.
All stockholders are cordially invited to attend the meeting, although
only stockholders of record at the close of business on October 27, 1995, will
be entitled to notice of and to vote at the meeting. The minutes of the last
Annual Stockholders' Meeting and the stockholders' list of their share
eligibility to vote at the fiscal year 1995 Annual Meeting will be open to
inspection by the stockholders at the Company's principal office, 1880
Industrial Circle, Suite F, Longmont, Colorado 80501, for a period of 10 days
prior to the annual meeting.
Shares can only be voted at the meeting if the holder is present or
represented by proxy. If you do not expect to attend the meeting, you are urged
to date and sign the enclosed proxy and return it in the accompanying envelope
promptly so that your shares may be voted in accordance with your wishes and the
presence of a quorum may be assured. The prompt return of your signed proxy,
regardless of the number of shares you hold, will aid the Company in reducing
the expense of additional proxy solicitation. The giving of such proxy does not
affect your right to vote in person in the event you attend the meeting.
By Order of the Board of Directors
Marjorie A. Cogan
Secretary
Longmont, Colorado
October 30, 1995
- --------------------------------------------------------------------------------
YOUR PROXY
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED POSTPAID ENVELOPE.
SHOULD YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH YOU HAVE GIVEN
A PROXY. THE PROMPT RETURN OF YOUR PROXY WILL BE OF GREAT HELP IN PREPARATION
FOR THE MEETING.
- --------------------------------------------------------------------------------
1
<PAGE>
NBI, INC.
1880 INDUSTRIAL CIRCLE, SUITE F
LONGMONT, COLORADO 80501
---------------------------------
PROXY STATEMENT
---------------------------------
SOLICITATION, EXERCISE AND REVOCABILITY OF PROXY
The enclosed proxy is solicited by the Board of Directors of NBI, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on Monday,
December 11, 1995, or at any adjournment thereof. The meeting will be held at
2:00 p.m., Pacific Time, at the offices of Equibond, Inc., 100 Wilshire Blvd.,
Suite 1700, Santa Monica, California. It is anticipated that this proxy
statement and the accompanying form of proxy will first be mailed to the
shareholders of the Company on or about November 6, 1995. The Company's
principal executive offices are located at 1880 Industrial Circle, Suite F,
Longmont, Colorado 80501, and its telephone number at those offices is (303)
684-2700.
A proxy is revocable at any time, before it is voted, by written notice to
the Company, grant of a subsequent proxy, or voting at the meeting in person.
Unless contrary instructions are indicated on the proxy, all shares represented
by valid proxies received pursuant to this solicitation (and not properly
revoked before they are voted) will be voted for the election of the two
nominees to the Board of Directors named elsewhere herein. In the event a
stockholder specifies a different choice on his proxy, his shares will be voted
in accordance with the specifications so made.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company.
VOTING
Only common stockholders of record at the close of business on October 27,
1995, will be entitled to vote at the meeting. On that date there were
6,497,234 shares of the Company's common stock issued and outstanding, entitled
to one vote per share. Stockholders are not entitled to cumulate their votes in
the election of directors, which means that the holders of more than half the
shares voting for the election of directors can elect all the directors if they
choose to do so. On all matters, a favorable vote consists of a simple majority
of the votes represented at a meeting at which a quorum is present. The Company
believes that as of October 27, 1995, the approximate number of stockholders of
record of its common stock was 2,850. This includes shares held in nominee or
"street" accounts.
The Board of Directors knows of only two stockholders owning more than five
percent of the outstanding voting securities of the Company: Jay H. Lustig, the
Chairman of the Board and Chief Executive Officer of the Company and
Transamerica Occidental Life Insurance Company. See Beneficial Ownership of
Common Stock. While the Company has no knowledge of any other stockholders
owning more than five percent of the outstanding voting securities of the
Company, the Company believes it is possible such holders exist as a result of
the Company's stock repurchase program.
2
<PAGE>
ELECTION OF DIRECTORS
At the time of the annual meeting, the Board of Directors will consist of
two incumbent members who are seeking to be elected at the meeting to hold
office until the next meeting of stockholders and until their successors are
elected and qualified.
INFORMATION CONCERNING DIRECTORS
Jay H. Lustig and Martin J. Noonan, both incumbent directors, have been
nominated by the Board of Directors for election. Both nominees have informed
the Company that they are willing to serve, if elected, and management has no
reason to believe that any nominee will be unavailable. In the event a nominee
for director should become unavailable for election, the persons named in the
proxy will vote for the election of any other person who may be recommended and
nominated by the Board for the office of director. Information regarding
nominees and directors is set forth below.
NOMINEES FOR ELECTION AS DIRECTORS
Name Age Principal Occupation Director Since
---- --- -------------------- --------------
Jay H. Lustig 40 President, J.H.L. Holdings 2/92
Martin J. Noonan 43 Managing Director of NBI, Inc. 4/94
JAY H. LUSTIG, Chairman of the Board and Chief Executive Officer, has been
President of J.H.L. Holdings, an investment management firm since 1989. He is
also President of Equibond, Inc., a stock brokerage firm formed in 1995. In
addition, he is Chairman of the Board of National Bancshares of Texas, a three-
bank holding company in Laredo, Texas.
MARTIN J. NOONAN, Director, has been Managing Director for NBI, Inc. since
June 1993 with the responsibility for managing the day-to-day activities within
the Company. He has been with the Company for nine years in various management
positions including General Manager of the systems integration operation from
June 1992 to June 1993, and Director of Marketing from September 1986 to June
1992.
Any stockholder who desires to propose a candidate for board membership to
be considered at the 1996 Annual Meeting of Stockholders should send, to the
attention of the Secretary of the Company, a signed letter of recommendation
containing the name and address of the proposing stockholder and the proposed
candidate (see "Stockholder Proposals") and setting forth the complete business,
professional and educational background of the proposed candidate.
COMMITTEES, ATTENDANTS, NOMINATIONS
The Company has standing audit, compensation and nominating committees,
each of which consists of Mr. Lustig and Mr. Noonan. The nominating committee
is responsible for the nomination of persons whose names shall appear on the
ballot for election of directors. The audit committee recommends engagement of
the Company's independent accountants, approves services performed by such
accountants, and reviews and evaluates the Company's accounting system of
internal controls. The compensation committee approves salaries and other
compensation arrangements for the officers of the Company; however, Mr. Lustig
does not vote on matters relating to his compensation. These committees did not
meet during fiscal year 1995; however, these issues were discussed at regular
board meetings.
The Company's Board of Directors met eight times during fiscal year 1995,
including telephone meetings. Every director participated by personally or
telephonically attending, during fiscal year 1995, over 75% of the Board of
Directors meetings and meetings of committees of which he was a member.
3
<PAGE>
EXECUTIVE OFFICERS
JAY H. LUSTIG is the Chairman of the Board and Chief Executive Officer of
the Company (the "Named Officer"). He has been on the Board since February
1992. Mr. Lustig has performed the functions of a chief executive officer since
September 25, 1992, but only assumed the title of Chief Executive Officer on
October 1, 1993, the effective date of his employment agreement with the
Company. Prior to October 1, 1993, Mr. Lustig received no compensation for
performing the functions of the chief executive officer.
The Company has no other executive officers as defined in Rule 405 of
Regulation C of the Securities Act of 1933.
EXECUTIVE COMPENSATION
Set forth below is information regarding the compensation of the Named
Officer. The Company has no executive officers who were paid a total annual
salary plus bonus exceeding $100,000.
The summary compensation table set forth below contains information
regarding the compensation of the Named Officer for services rendered in all
capacities during fiscal years 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
==================================================================================================================================
Annual Compensation Long Term Compensation
- ----------------------------------------------------------------------------------------------------------------------------------
Other Restricted
Annual Stock Securities All Other
Name and Fiscal Salary Bonus Compen- Award(s) Underlying Compensation
Principal Position Year ($) ($) sation ($) ($) Options (#) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jay H. Lustig, 1995 $60,000 -- -- -- -- -
Chief Executive 1994 $51,000/(2)/ -- -- -- 400,000/(3)/ --
Officer /(1)/ 1993 $17,000/(4)/ -- -- -- 25,000
==================================================================================================================================
</TABLE>
(1) Mr. Lustig acted in the capacity of a chief executive officer, though he did
not hold that title, from September 25, 1992, until October 1, 1993. On
that date, Mr. Lustig entered into an employment agreement with the Company
by which he was appointed as Chief Executive Officer of the Company. Mr.
Lustig received no salary for acting in the capacity of a chief executive
officer prior to October 1, 1993.
(2) This compensation consists of $45,000 paid to Mr. Lustig as Chief Executive
Officer for the period October 1, 1993 through June 30, 1994, and $6,000
paid as director compensation for the period July 1, 1993 through September
30, 1993.
(3) These options were granted to Mr. Lustig on October 1, 1993, in accordance
with his employment agreement with the Company, in connection with his
services as Chief Executive Officer. See "Employment and Severance
Agreements".
(4) This compensation consists of fees paid to Mr. Lustig in his capacity as a
director of the Company. He received no additional compensation for serving
in the capacity of the chief executive officer.
4
<PAGE>
OPTIONS GRANTED AND EXERCISED
The following tables set forth the options granted and exercised in fiscal
1995 with respect to the Named Officer.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
==========================================================================================
Individual Grants
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Number of Securities % of Total Options
Underlying Options Granted to Exercise Price
Granted (#) Employees in or Base Price Expiration
Name 1995 ($/Sh) Date
- ------------------------------------------------------------------------------------------
Jay H. Lustig -- N/A -- --
==========================================================================================
</TABLE>
The following table shows that the Named Officer did not exercise stock
options during the fiscal year ended June 30, 1995 and states the number of
shares covered by both exercisable and non-exercisable stock options as of June
30, 1995. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the year-end price of Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
=================================================================================================================
Value of Unexercised In-the-
Number of Securities Money Options at FY-End
Shares Underlying Unexercised ($) Exercisable/Unexercisable
Acquired on Value Options at FY-End (#) (1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jay H. Lustig 0 0 125,000/(2)/ 300,000 N/A N/A
=================================================================================================================
</TABLE>
(1) The market value of one share of the Company's Common Stock at the end of
fiscal 1995 was $.19. The exercise price of the Named Officer's outstanding
options equaled or exceeded the market price at the end of fiscal 1995.
(2) Includes director stand-alone options for 25,000 shares granted by the
Company's Board of Directors during fiscal 1993 and 100,000 shares
underlying options issued during fiscal 1994 in conjunction with the Named
Officer's employment agreement. All options expire five years after the
date of grant.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive an annual retainer of
$8,000, a fee of $2,000 per meeting attended, $1,500 per committee meeting
attended (except when attended in conjunction with a Board meeting) and
reimbursement of expenses incurred in attending meetings. There is no
compensation for telephonic meetings. This is the only arrangement for
compensation of directors. No directors' fees were incurred during fiscal 1995,
as all directors were also employees of the Company.
5
<PAGE>
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company entered into an employment agreement effective October 1, 1993,
with Jay H. Lustig (the "CEO Agreement"). Pursuant to the terms of the CEO
Agreement, Mr. Lustig became an employee and Chief Executive Officer of the
Company as of October 1, 1993. Under the terms of this agreement, the Company
pays Mr. Lustig an annual salary of $60,000. As CEO of the Company, Mr. Lustig
is no longer considered an outside director and consequently is no longer
eligible to receive director's compensation.
Mr. Lustig's position as CEO of the Company is a part-time position to which
he is required to dedicate no less than one-third of normal executive business
hours. In addition to Mr. Lustig's salary, the CEO Agreement provided that the
Company will pay Mr. Lustig an annual bonus of 10% of the Company's pre-tax
profits, if any, derived from all sources, but only to the extent such 10%
figure exceeds Mr. Lustig's base salary. Mr. Lustig remains eligible for such
bonus for twelve months after his termination from the position of CEO.
In addition to the salary and bonus described above, the CEO Agreement
required that Mr. Lustig be granted a non-qualified stock option to purchase
400,000 shares of the Company's common stock at an exercise price of $.77 per
share. Such price is approximately 400% of certain historic trading levels of
the Company's common stock in recent times. This option was effective as of
October 1, 1993, and contains four year vesting at 25% per year with vesting
continuing as long as Mr. Lustig is CEO.
The CEO Agreement runs for one year terms which automatically renew on July
1, unless terminated in writing by a majority of the Board of Directors prior to
such renewal date. As there was no action to terminate the CEO Agreement, it
automatically renewed for an additional one year term on July 1, 1995.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock, as of October 13, 1995 by
(i) persons, including groups, known to the Company to own beneficially more
than five percent (5%) of the outstanding common stock of the Company, (ii) each
director and nominee for director, (iii) each Named Officer and (iv) all
executive officers and directors as a group. A person is deemed to be a
beneficial owner of common stock that can be acquired by such person within 60
days from October 13, 1995 upon the exercise of warrants or options.
<TABLE>
<CAPTION>
Amount and
Nature of Total as
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
------------------- ---------- --------
<S> <C> <C>
Jay H. Lustig 715,000 /(1)/ 10.64%
P.O. Box 505
Belle Vernon, PA 15012
Martin J. Noonan 100,500 /(2)/ 1.52%
1880 Industrial Circle, Suite F
Longmont, CO 80501
Transamerica Occidental 445,029 /(3)(4)/ 6.85%
Life Insurance Company
1150 Olive Street
Los Angeles, CA 90015
All Executive Officers and Directors
as a Group (2 persons) 815,500 /(5)/ 11.95%
</TABLE>
6
<PAGE>
(1) Includes 225,000 shares underlying options that are currently exercisable.
These include director stand-alone options for 25,000 shares granted by the
Company's Board of Directors during fiscal 1993 and 200,000 shares
underlying options issued during fiscal 1994 in conjunction with the Chief
Executive Officer's employment agreement. This does not include warrants to
purchase 935,000 shares issued to the CEO, in conjunction with a business
acquisition, as the warrants are not exercisable until December 31, 1995.
See "Related Party Transactions".
(2) Consists of 100,500 shares underlying options granted under the Employee
Stock Option Plan that are currently exercisable.
(3) Amount shown represents ownership at June 30, 1995. Information as of
October 13, 1995 is not currently available.
(4) These shares are also beneficially owned by Transamerica Insurance
Corporation of California, the parent company of Transamerica Occidental
Life Insurance Company, Transamerica Corporation, the parent company of
Transamerica Insurance Corporation of California, and Transamerica
Investment Services, Inc., an investment advisor to Transamerica Occidental
Life Insurance Company.
(5) Includes 325,500 shares underlying options that are currently exercisable.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") requires
the Company's officers and directors, and persons who beneficially own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To assist the directors and officers in meeting the filing requirements
of Section 16(a), the Company has implemented the following procedures: NBI
makes inquiries of the directors and officers each month regarding the stock
transaction activity and provides the reporting forms as needed.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that the Company's fiscal 1994 proxy
statement filed in November 1994, disclosed all late filings during the period
March 1, 1994 through September 30, 1994, and that all forms required by Section
16(a) during the period October 1, 1994 through September 30, 1995 were timely
filed.
RELATED PARTY TRANSACTIONS
In February 1995, the Company entered into an agreement to acquire 80% of the
outstanding stock of a small novelty toy manufacturing company, (the"Acquired
Company") effective as of January 1, 1995. Prior to this agreement the
Company's Chief Executive Officer (CEO), Jay H. Lustig, owned 55% of the
outstanding stock of the manufacturer. Under the purchase agreement, the
Company paid $288,000 in cash for the stock, including $158,000 paid to NBI's
CEO. In addition, the sellers are eligible for royalty payments based upon
gross margin performance in excess of specified amounts. NBI's CEO will receive
55% of any such royalty payments. In conjunction with the purchase agreement,
the sellers were issued warrants to purchase a total of 1.7 million shares of
NBI's common stock, including warrants to purchase 935,000 shares issued to the
Company's CEO, at a price of $.89 per share. These warrants are exercisable
from December 31, 1995 through December 31, 2002.
In addition, in December 1994, the Company advanced $100,000 to the Acquired
Company under the terms of a revolving line of credit, which expires on December
31, 1995. The debt bears interest at 1% per month. A portion of the funds
advanced in December 1994 were used by the borrower to paydown $85,000 of an
outstanding loan it had with NBI's CEO. The balance due under the line of
credit at March 31, 1995, was eliminated in consolidation.
7
<PAGE>
In November 1994, the Company loaned its CEO $350,000 under the terms of a
promissory note. The note provided for interest at the rate of 10% per annum
and was paid in full in March 1995.
During fiscal 1995, the Company utilized a stock brokerage firm, which is 100%
owned by its CEO, to execute certain transactions on its behalf. However, NBI
uses another unrelated company to act as custodian and clearing firm for its
investment assets. Gross revenues earned by the brokerage firm related to
investment transactions by NBI in fiscal 1995, totaled $37,268 on purchase and
sale transactions totaling $6,248,964 before fees.
INDEPENDENT PUBLIC ACCOUNTANTS
On August 11, 1995, NBI, Inc. as approved by its Board of Directors, dismissed
the firm of Ernst & Young, LLP and on August 17, 1995, engaged the firm of BDO
Seidman, LLP as its principal accountant.
During the two fiscal years ended June 30, 1994, and the subsequent period
preceding the dismissal of Ernst & Young, LLP, there were no disagreements on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.
The reports of Ernst & Young, LLP, on the financial statements of the Company at
and for the years ended June 30, 1993 and 1994 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
The Company has received a letter from Ernst & Young, LLP addressed to the SEC
stating that it agrees with the above statements. A copy of this letter, dated
August 17, 1995, was filed as an exhibit to the Company's report on Form 10-KSB
for the fiscal year ended June 30, 1995.
A representative of BDO Seidman will not be present at the annual meeting and,
therefore, will neither have the opportunity to make a statement nor be
available to answer questions.
PROPOSALS FOR VOTING
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors recommends that the stockholders vote FOR the
reelection of the two incumbent directors as discussed under "Election of
Directors."
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
presented at the annual meeting other than those described above. However, if
any other matters properly come before the meeting, it is intended that the
person named in the enclosed proxy will vote on such matters in accordance with
his or her best judgment.
8
<PAGE>
STOCKHOLDER PROPOSALS
In accordance with the rules of the Securities and Exchange Commission
("SEC"), any proposal of a shareholder intended to be presented at the Company's
1996 Annual Meeting of Stockholders must be received by the Company, to the
attention of the Secretary, 1880 Industrial Circle, Suite F, Longmont, Colorado
80501, by July 9, 1996, in the form and subject to the other requirements of the
applicable rules of the SEC, in order for the proposal to be considered for
inclusion in the Company's notice of meeting, proxy statement and proxy relating
to the 1996 Annual Meeting.
ANNUAL REPORT - FINANCIAL STATEMENTS
A copy of the Company's 1995 Annual Report, including financial statements
for years ended June 30, 1995 and 1994, is being mailed to all stockholders
herewith. The Form 10-KSB is not to be regarded as proxy solicitation material
or as a communication by means of which any solicitation is to be made.
By order of the Board of Directors
Marjorie A. Cogan
Secretary
Dated: October 30, 1995
9
<PAGE>
APPENDIX TO PROXY STATEMENT
FORM OF PROXY
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF NBI, INC.
For Annual Meeting on December 11, 1995
The undersigned hereby appoints Marjorie A. Cogan and Jay H. Lustig, or
either of them, attorneys and proxies for the undersigned, with full power of
substitution, to vote all shares of capital stock of NBI, Inc. (the "Company")
held of record by the undersigned on October 27, 1995, at the Annual Meeting of
Stockholders of NBI, Inc., to be held at the offices of Equibond, Inc., 100
Wilshire Boulevard, Suite 1700, Santa Monica, California, on Monday, December
11, 1995, at 2:00 p.m. Pacific Time, and at any adjornment thereof. The
undersigned hereby revokes any proxy or proxies heretofore given in respect to
the same shares of stock.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ON THE
REVERSE SIDE BY THE UNDERSIGNED WITH RESPECT TO PROPOSAL 1. IF NO DIRECTION IS
GIVEN, SUCH SHARES WILL BE VOTED FOR SUCH PROPOSAL, AND SUCH SHARES WILL BE
VOTED IN EITHER OR BOTH OF THE PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
TO ENSURE A QUORUM, YOU ARE URGED TO DATE AND SIGN THIS PROXY ON THE LINE
PROVIDED AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
<PAGE>
X Please Mark votes as in this example
-------
The Board of Directors recommends a VOTE FOR proposal 1.
1. Election of Directors
Nominees: Jay H. Lustig and Martin J. Noonan.
_______ For Both Nominees
_______ Withheld From Both Nominees
_______ ______________________________________
For all nominees except as noted above
2. In their discretion, the above- named proxies are authorized to vote upon
such other business as may properly come before the meeting or any adjournment
thereof.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT _____
Please sign as 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
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature __________________________________________ Date______________
Signature __________________________________________ Date______________
