<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and 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 the Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
NBI, Inc.
- --------------------------------------------------------------------------------
(Name of Regsitrant 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] No fee required
[ ] 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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchanged 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:
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(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of 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 the registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement number:
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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 5, 1997
------------------------
The Annual Meeting of Stockholders of NBI, Inc., a Delaware corporation
(the "Company"), will be held on Friday, December 5, 1997, at 4:00 p.m., Eastern
Time, at the Belle Vernon Holiday Inn, I-70 and Highway 51, Belle Vernon,
Pennsylvania, for the following purposes:
1. To elect two directors to the Company's Board of Directors.
2. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
All stockholders are cordially invited to attend the meeting, although only
stockholders of record at the close of business on October 3, 1997, 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 1997 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
November 7, 1997
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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 Friday,
December 5, 1997, or at any adjournment or postponement thereof. The meeting
will be held at 4:00 p.m., Eastern Time, at the Belle Vernon Holiday Inn, I-70
and Highway 51, Belle Vernon, Pennsylvania. It is anticipated that this proxy
statement and the accompanying form of proxy will first be mailed to the
stockholders of the Company on or about November 7, 1997. 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 and in the discretion
of the Board of Directors as to such other business as may come before the
meeting. In the event a stockholder specifies a different choice on his proxy,
his shares will be voted in accordance with the specifications so made.
Abstentions and broker non-votes are counted toward a quorum. Abstentions are
counted in the tabulations of the votes cast, but broker non-votes on any
proposal are not considered to be represented at the meeting, as to such
proposal, and, therefore, are not counted for purposes of determining whether a
proposal has been approved.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company.
VOTING
Only stockholders of record at the close of business on October 3, 1997,
will be entitled to vote at the meeting. On that date there were 8,088,320
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 3, 1997, the approximate number of stockholders of
record of its common stock was 1,270. This includes shares held in nominee or
"street" accounts.
The Board of Directors knows of only four 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,
Hakatak Enterprises, Inc., Harry J. and Patricia S. Brown 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 prior
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 either 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 42 President, J.H.L. Holdings February 1992
Martin J. Noonan 45 Managing Director of NBI, Inc. April 1994
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 Corporation of
Texas, a three-bank holding company in Laredo, Texas.
MARTIN J. NOONAN, Director, has been Managing Director of 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 eleven 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 1998 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, ATTENDANCE, 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 1997; however, these issues were discussed at regular
board meetings.
The Company's Board of Directors met three times during fiscal year 1997,
including telephone meetings. Both directors participated by personally or
telephonically attending, during fiscal year 1997, all Board of Directors
meetings.
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.
MARTIN J. NOONAN has been Managing Director of 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 eleven 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. He has been on the Board of Directors since April 1994.
MARJORIE A. COGAN has been Corporate Controller and Secretary of NBI since
May 1993, and Chief Financial Officer since October 1997, with the
responsibility for managing the accounting and finance functions. She has been
with NBI for ten years in various accounting positions, including Corporate
Accounting Manager from February 1990 to May 1993. Prior to joining NBI, Ms.
Cogan was an auditor with a Denver-based CPA firm for four years. Ms. Cogan
graduated from Regis University SUMMA CUM LAUDE with a bachelor's degree in
accounting and business administration. Ms. Cogan obtained her CPA license
in 1983.
MORRIS D. WEISS has been Senior Vice President and General Counsel since
April 1997 with responsibilities for overseeing and managing the legal affairs
of the Company. Prior to joining the Company, Mr. Weiss was a partner with the
law firm of Weil, Gotshal & Manges, LLP from January 1994 until April 1997, and
had been an associate at such firm since October 1985. In addition, Mr. Weiss
has been General Counsel of Equibond, Inc., a stock brokerage firm, since April
1997, and Senior Vice President and General Counsel of National Bancshares
Corporation of Texas since April 1997.
The Company has no other executive officers as defined under the Securities
Exchange Act of 1934.
EXECUTIVE COMPENSATION
Set forth below is information regarding the compensation of the Named
Officer. The Company has no executive officers whose total annual salary and
bonus exceeded $100,000.
The summary compensation table set forth below contains information
regarding the compensation of the Named Officer for services rendered in all
capacities during fiscal years 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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- ------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
- ------------------------------------------------------------------------------------------------------------------
Other Restricted
Annual Stock Securities All Other
Name and Fiscal Salary Bonus Compen- Award(s) Underlying Compensation
Principal Position Year ($) ($) sation ($) ($) Options (#) ($)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jay H. Lustig, 1997 $60,000 $22,000 -- -- -- --
Chief Executive 1996 $60,000 -- -- -- -- --
Officer 1995 $60,000 -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to the Named Officer during the fiscal year ended
June 30, 1997.
The following table shows that the Named Officer did not exercise stock
options during the fiscal year ended June 30, 1997 and states the number of
shares covered by both exercisable and non-exercisable stock options as of June
30, 1997. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the year-end price of Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
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- ------------------------------------------------------------------------------------------------------------------
Value of Unexercised In-the-
Number of Securities Money Options at FY-End
Shares Underlying Unexercised ($) Exercisable/Unexercisable
Acquired on Value Options at FY-End (#) (1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jay H. Lustig -- -- 325,000(2) 100,000 $12,500 $0
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the fair market value as of June 30, 1997 of the underlying shares
of common stock of $.75 per share, less the per share exercise price.
(2) Includes director stand-alone options for 25,000 shares granted by the
Company's Board of Directors during fiscal 1993 and 300,000 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 a fee of $1,000 per
regular meeting, $500 per telephonic meeting, $500 per committee meeting (except
when attended in conjunction with a Board meeting) and reimbursement of expenses
incurred in attending meetings. No directors' fees were incurred during fiscal
1997, as all directors were also employees of the Company.
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.
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 provides
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 was approximately 400% of certain historic trading levels of
the Company's common stock. This option was effective as of October 1, 1993, was
fully vested as of October 1, 1997 and is still outstanding.
5
<PAGE>
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, 1997.
Effective April 7, 1997, the Company entered into a consulting agreement
with Morris D. Weiss. The agreement is for an initial term of three years and
automatically renews for successive one year periods unless one of the parties
elects not to extend the agreement. The agreement provides for Mr. Weiss to be
paid an annual consulting fee of $75,000 and requires the Company to grant Mr.
Weiss a stock option on terms similar to those available to other senior
executives. Subsequent to the end of the Company's fiscal year, Mr. Weiss was
granted an option to acquire 100,500 shares of common stock.
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 3, 1997 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
3, 1997 upon the exercise of warrants or options.
Amount and
Nature of Total as
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
------------------ ----------- ----------
Jay H. Lustig 1,874,565 (1) 19.90%
P.O. Box 505
Belle Vernon, PA 15012
Martin J. Noonan 100,500 (2) 1.23%
1880 Industrial Circle, Suite F
Longmont, CO 80501
Hakatak Enterprises, Inc. 928,645 11.48%
PO Box 1623
Pacific Palisades, CA 90272
Harry J. and Patricia S. Brown 1,041,000 12.87%
16079 Mesquite Circle
Fountain Valley, CA 92708
Tranamerica Occidental Life
Insurance Co. 445,029 5.50%
1150 Olive Street
Los Angeles, CA 90015
All Executive Officers and
Directors as a Group
(4 persons) 2,090,765 (3) 21.72%
(1) Includes 400,000 shares issuable upon exercise of options and 935,000
shares issuable upon exercise of warrants. Also includes 324,565 shares
owned by an investment partnership in which he has an ownership interest
and as to which he has sole voting and investment power.
(2) Consists of 100,500 shares issuable upon exercise of options.
(3) Includes 601,000 shares issuable upon exercise of options and 935,000
shares issuable upon exercise of warrants.
6
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 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 all forms required by Section 16(a)
during the fiscal year ended June 30, 1997 were timely filed, except as follows:
Mr. Lustig, as to one late report covering three transactions, and Mr. Weiss,
as to the late report of his initial ownership position.
RELATED PARTY TRANSACTIONS
In February 1995, the Company entered into an agreement to acquire 80% of
the outstanding stock of Krazy Colors, Inc., a small children's paint
manufacturing 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 to receive continuing annual royalty
payments equal to a specified percentage of annual gross margin. Royalties are
calculated based upon gross margin in excess of $150,000 in any calendar year
and will be earned at the rate of twenty percent when the gross margin is
greater than $150,000 and less than or equal to $300,000, twenty-five percent
when the gross margin is greater than $300,000 and less than or equal to
$450,000, and thirty percent when the gross margin is greater than $450,000.
NBI's CEO will receive 55% of any such royalty payments. The Company has the
right to buy out the royalty interest after five years, at a price equal to the
higher of five times the average annual royalties paid for the preceding five
years or 3.6 times the highest annual royalty payment for any of the preceding
five years. No royalties were incurred by the Company during the fiscal years
ended June 30, 1997 and 1996. 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
through December 31, 2002.
During fiscal 1997 and 1996, 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 1997 and 1996, totaled
$90,000 and $89,000, respectively, on purchase and sale transactions totaling
$47,968,000 and $26,988,000, respectively, before fees.
During the first quarter of fiscal 1998, the Company borrowed $50,000 from
its CEO for working capital needs. Then, in October 1997, the Company borrowed
an additional $50,000 from its CEO. The borrowings are subject to the terms of
a revolving promissory note which provides for interest to be paid at the rate
of ten percent per annum. In addition, the note is secured by a mortgage on a
portion of the land held by the Company for development. The entire principal
amount outstanding is due and payable in full on March 5, 1998.
7
<PAGE>
PROPOSAL 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 any
shares voted by proxy will be voted in the discretion of the Board of Directors.
STOCKHOLDER PROPOSALS
In accordance with the rules of the Securities and Exchange Commission
("SEC"), any proposal of a stockholder intended to be presented at the Company's
1998 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 10, 1998, 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 1998 Annual Meeting.
ANNUAL REPORT - FINANCIAL STATEMENTS
A copy of the Company's 1997 Annual Report on Form 10-KSB, including
financial statements for years ended June 30, 1997 and 1996, 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: November 7, 1997
8
<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 5, 1997
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 3, 1997, at the Annual Meeting of
Stockholders of NBI, Inc., to be held at the Belle Vernon Holiday Inn, I-70 and
Highway 51, Belle Vernon, Pennsylvania, on Friday, December 5, 1997, at 4:00
p.m. Eastern Time, and at any adjournment or postponement 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 THE DISCRETION OF THE BOARD OF DIRECTORS 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 2. In their discretion, the above-named
Nominees: Jay H. Lustig and proxies are authorized to vote upon such
Martin J. Noonan. other business as may properly come
before the meeting or any adjournment or
postponement thereof.
For Both Nominees MARK HERE
- ------- FOR ADDRESS
CHANGE AND
Withheld From Both NOTE AT LEFT _____
- ------- Nominees
Please sign as name appears hereon.
- ------- --------------------- When shares are held by joint tenants,
For all nominees both should sign. When signing as
except as noted above 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
------------------ -------
