NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 3, 1995
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Kent
Financial Services, Inc. (the "Company"), will be held on Friday, November 3,
1995, at 8:30 a.m., local time, at The Somerset Hills Hotel, Martinsville Road,
Warren, New Jersey for the purpose of considering and acting upon the following
matters:
(1) To elect four directors to serve until the next Annual Meeting or until
their respective successors are duly elected and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment(s), postponement(s) or continuation(s) thereof.
Only stockholders of record at the close of business on September 29, 1995
are entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments, postponements or continuations thereof. A list of stockholders
entitled to vote at the Annual Meeting will be available for inspection during
ordinary business hours by any stockholder for any purposes germane to the
meeting, at the Company's offices at 376 Main Street, Bedminster, New Jersey
07921, for a period of at least ten days prior to the Annual Meeting and will
also be available for inspection at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person, however, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed Proxy as promptly as possible
in the envelope enclosed for that purpose. If you attend the Annual Meeting, you
may vote in person even though you returned a Proxy.
By Order of the Board of Directors
/s/ John W. Galuchie, Jr.
Vice President and Treasurer
Date: October 6, 1995
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed Proxy as promptly as possible and return it
in the enclosed envelope.
<PAGE>
KENT FINANCIAL SERVICES, INC.
376 Main Street
Bedminster, New Jersey 07921
----------------
PROXY STATEMENT FOR THE ANNUAL MEETING
November 3, 1995
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This Proxy Statement is being furnished to the stockholders of Kent
Financial Services, Inc., a Delaware corporation (the "Company"), in connection
with the solicitation of proxies, in the form enclosed, by the Board of
Directors of the Company, for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Friday, November 3, 1995, at 8:30 a.m. at The
Somerset Hills Hotel, Martinsville Road, Warren, New Jersey, and at any and all
adjournments, postponements or continuations thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Stockholders. The
Company's telephone number is (908) 234-0078.
These proxy solicitation materials are first being mailed on or about
October 6, 1995 to all stockholders entitled to vote at the meeting.
Voting Rights and Solicitation of Proxies
Only stockholders of record at the close of business on September 29, 1995
(the "Record Date"), are entitled to notice of and to vote at the Annual
Meeting. On the Record Date, 1,059,510 shares of the Company's common stock,
$.01 par value per share (the "Common Stock"), were issued and outstanding. The
presence, either in person or by proxy, of the holders of a majority of the
total number of shares of Common Stock outstanding on the Record Date is
necessary to constitute a quorum at the Annual Meeting.
Holders of Common Stock are entitled to one vote, in person or by proxy,
for each share of Common Stock owned on the Record Date.
Valid proxies will be voted in accordance with the instructions indicated
thereon. In the absence of contrary instructions, shares represented by valid
proxies will be voted FOR the proposal to elect as directors the four nominees
listed under the caption "Election of Directors". No other business is expected
to come before the Annual Meeting but should any other matter requiring a vote
of stockholders properly arise, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their best judgment
on such matter.
<PAGE>
Execution of the enclosed proxy card will not prevent a stockholder from
attending the Annual Meeting and voting in person. Any proxy may be revoked at
any time prior to the exercise thereof by delivering a written revocation or a
new proxy bearing a later date to the Secretary of the Company, P.O. Box 74,
Bedminster, New Jersey 07921, or by attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting will not, however, in and of itself
constitute revocation of a proxy.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company will reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may be solicited by certain of the
Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram. Abstentions and broker
"non-votes" are included in the determination of the number of shares present at
the meeting for quorum purposes. An abstention will have the same effect as a
negative vote, but broker "non-votes" are not counted in the tabulations of the
votes cast on proposals presented to stockholders because shares held by a
broker are not considered to be entitled to vote on matters as to which broker
authority is withheld. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
ELECTION OF DIRECTORS
Nominees
At the Annual Meeting, four directors are to be elected to hold office
until the next annual meeting of stockholders and until their successors are
duly elected and qualified. Unless otherwise indicated, the persons named in the
enclosed form of proxy will vote FOR the election of each nominee named below
("Nominee"). Each Nominee has consented to serve as a director if elected. It is
not expected that any Nominee will be unable to serve, but, in the event that
any Nominee should be unable to serve, the shares represented by the enclosed
proxy card will be voted for a substitute candidate selected by the Board of
Directors.
<PAGE>
Certain information regarding each Nominee is set forth below.
<TABLE>
Position and Office Director
Name of Nominee Age Presently Held with Company Since
- --------------- --- --------------------------- --------
<S> <C> <C> <C>
Paul O. Koether 59 Chairman, President and 1987
Director
Mathew E. Hoffman 41 Director 1994
Casey K. Tjang 55 Director 1992
M. Michael Witte 70 Director 1986
____________________________
</TABLE>
There are no family relationships between any Nominee and/or the executive
officers of the Company. Information concerning each Nominee's business history
and experience is set forth below.
Paul O. Koether is principally engaged in the following businesses: (i) as
Chairman and director since July 1987 and President since October 1990 of the
Company and the general partner since 1990 of Shamrock Associates, an investment
partnership which is the principal stockholder of the Company and (ii) various
positions with affiliates of the Company, including Chairman since 1990 and a
registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston") a wholly-owned subsidiary of the Company and since July 1992, a
director of American Metals Service, Inc., a formerly indirect, majority-owned
subsidiary currently seeking to acquire an operating business. Mr. Koether also
has been Chairman since April 1988, President since April 1989 and director
since March 1988 of Pure World, Inc. ("Pure World"), and for more than five
years the Chairman and President of Sun Equities Corporation ("Sun"), a private,
closely-held corporation which is Pure World's principal stockholder. Until
August 1994, when it sold its majority ownership to an unaffiliated party, Pure
World operated as a real estate asset manager through its wholly-owned
subsidiary, NorthCorp Realty Advisors, Inc. ("NorthCorp"). Prior to its sale,
Mr. Koether also served as Chairman and a director of NorthCorp. Mr. Koether has
been serving as a director of Madis Botanicals, Inc., ("Madis"), since December
1994 and as Chairman since January 1995. Madis is a majority-owned subsidiary of
Pure World whose primary business is the production and sale of botanical
flavors and medicinal extracts.
<PAGE>
Mathew E. Hoffman, an attorney, has been a director of the Company since
September 1994. Since May 1994 he has been a partner of Rosen & Reade. From
February 1989 to May 1994, he was a partner of Keck, Mahin & Cate.
Casey K. Tjang has been a director of the Company since February 1992.
Since March 1991, he has been the President and Chief Executive Officer of First
Merchant Bankers, Inc., a privately-owned investment company whose business is
focused in Asia and the Pacific Rim. Prior to March 1991 he was managing
director and Vice President of the Trade and Merchant Banking Group of Midlantic
National Bank where he was employed for twelve years. From March 1991 until
February 1995 Mr. Tjang was a director of Concord Camera Corp., which
manufactures and distributes camera equipment. Since November 1993 he has been
the Executive Director of Starlite Holdings, Limited, a printer and manufacturer
of packaging materials.
M. Michael Witte, a director of the Company since 1986, has been President
of M. M. Witte & Associates, Inc., a private corporation which is engaged in oil
and gas consulting and investment management since August 1980. From April 1991
to June 1995 Mr. Witte was a director of Search Exploration, Inc., a publicly
held corporation until it was acquired by Harken Energy Corporation, which,
through its wholly-owned subsidiary, McCulloch Energy, Inc. ("McCulloch") was
engaged in the acquisition, exploration, development and production of oil and
natural gas properties in the United States. Mr. Witte was Chairman of McCulloch
from April 1991 through June 1995.
The Board held four meetings during the fiscal year ended December 31, 1994
and otherwise acted by written consent. Each of the Company's directors attended
at least 75 percent of the meetings of the Board of Directors and of all
committees of the Board on which he served, except for Mr. Tjang, who attended
50 percent of all Board and committee meetings.
During the year ended December 31, 1994, the Board had an Audit Committee,
which consisted of Messrs. Tjang, Albetta (until his resignation from the Board
on June 1, 1994) and Hoffman (since November 1994). The Audit Committee did not
meet during 1994. However, a meeting of the Audit Committee was held in early
1995 to review (i) the results of operations for the year ended December 31,
1994, (ii) internal controls, and (iii) accounting procedures.
The Board had a Compensation Committee consisting of Messrs. Witte, Albetta
(until his resignation from the Board on June 1, 1994) and Hoffman (since
November 1994). The Compensation Committee, which is responsible for reviewing
Management's compensation, did not meet in 1994 but acted by unanimous written
consent. The Board of Directors does not have a nominating committee.
The Company had no other standing committees which met during the fiscal
year ended December 31, 1994.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information with respect to the Company's
common stock beneficially owned as of the Record Date by each director of the
Company, by each person having beneficial ownership of five percent or more of
the Company's common stock and by all directors, nominees and officers of the
Company as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership(1) Class
- ------------------- ----------------- ----------
<S> <C> <C>
Paul O. Koether 475,565(2) 44.18%
56 Pennbrook Road
Far Hills, NJ 07931
Shamrock Associates 417,470 38.78%
56 Pennbrook Road
Far Hills, NJ 07931
M. Michael Witte 8,500 *
1120 Granville Avenue
Suite 102
Los Angeles, CA 90049
Casey K. Tjang 6,500 *
56 Hall Drive
Clark, NJ 07066
Mathew E. Hoffman 3,500 *
41 Vivian Drive
Scarsdale, NY 10583
All Directors and 506,565 47.06%
Officers as a Group
(6 persons)
- -----------------------------------------
*Less than 1 percent.
</TABLE>
<PAGE>
(1) The beneficial owner has both sole voting and sole investment powers
with respect to these shares except as set forth in this footnote or in other
footnotes below. Included in such number of Shares beneficially owned are shares
subject to options currently exercisable or becoming exercisable within sixty
days: Mr. Hoffman (3,500); Mr. Tjang (3,500); Mr. Witte (3,500); and all
directors and officers as a group (17,000 shares).
(2) Includes the 417,470 Shares beneficially owned by Shamrock. As a
general partner of Shamrock, Mr. Koether may be deemed to own these shares
beneficially. Includes 14,166 shares owned by Sun, a private corporation of
which Mr. Koether is the Chairman and a principal stockholder. Includes 1,666
shares held by Mr. Koether's Keogh Plan and 875 shares held in a trust for the
benefit of Mr. Koether's daughter for which Mr. Koether acts as the sole
trustee. Mr. Koether is also a limited partner of Shamrock and may be deemed to
own beneficially that percentage of the shares owned by Shamrock represented by
his partnership percentage. Mr. Koether disclaims beneficial ownership of such
shares.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities and Exchange Act and the rules promulgated
thereunder require that the Company's officers, directors and persons who own
more than ten percent of a registered class of the Company's equity securities
("Principal Owners"), (i) file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission and the National
Association of Securities Dealers and (ii) furnish copies of these filings to
the Company.
Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Company
believes that all its officers, directors and Principal Owners complied with all
filing requirements applicable to them with respect to transactions during
fiscal 1994.
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31, 1994,
1993, and 1992, the compensation of any person who, as of December 31, 1994, was
an Executive Officer of the Company with an annual compensation in excess of
$100,000 ("Executive Officers").
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-Term
Annual Compensation(1)(2) Compensation Other(5)
Name of Principal ------------------------------------- ------------ --------
Officer/Position Year Salary Bonus Other(3) Options(#)(4)
- ----------------- ---- ------ ----- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul O. Koether 1994 $200,000 -- $132,917 -- --
Chairman, Presi- 1993 $177,083 $30,000 $145,832 -- $2,024
dent and Chief 1992 $175,000 $15,000 $182,063 13,167 $2,114
Executive Officer
John W. Galuchie, Jr. 1994 $160,000 -- $ 62 -- --
Vice President and 1993 $ 85,333 $15,000 $ 2,001 -- $2,249
Treasurer 1992 $ 72,000 $22,500 $ 143 5,000 $2,182
</TABLE>
- ----------------------------------------------------
(1) The Company has no bonus or deferred compensation plans and pays
bonuses at the discretion of the Board based on performance.
(2) Certain of the individuals named in the table above received incidental
personal benefits during the fiscal years covered by the table. The value of
these incidental benefits did not exceed the lesser of either $50,000 or 10% of
the total annual salary and bonus reported for any of the Executive Officers.
Such amounts are excluded from the table.
(3) Represents commissions paid by Winston to these individuals in their
capacity as registered representatives for securities trades made for their
respective customers.
(4) On February 26, 1992, the Board of Directors of the Company reduced the
exercise price of all options outstanding at December 31, 1991 to $3.375, which
was the mean between the bid and the asked prices for the Company's common stock
as of the market close on February 26, 1992. No other terms of the options were
modified.
(5) Represents the amount of matching contributions made by the Company
pursuant to a 401(k) plan.
<PAGE>
Options Granted in Year Ended December 31, 1994
There were no stock options granted pursuant to the Company's 1987
Non-Qualified Stock Option Plan (the "Plan") during the fiscal year ended
December 31, 1994 to the Executive Officers.
Under the Plan, at December 31, 1994, the total number of remaining shares
of the Company's Common Stock reserved for issuance is 27,166. Options may be
granted by the Board of Directors to officers, directors and employees of the
Company or its subsidiaries or parents. The exercise price for the shares shall
not be less than the fair market value of the Common Stock on the date of grant.
Options will expire five years from date of grant and will be exercisable as to
one-half of the shares on the date of grant and as to the other half, after the
first anniversary of the date of grant, or at such other time, or in such other
installments as may be determined by the Board of Directors or a committee
thereof at the time of grant. The options are non-transferable (other than by
will or by operation of the laws of descent) and are exercisable generally only
while the holder is employed by the Company or by a subsidiary of the Company
or, in the event of the holder's death or permanent disability while employed by
the Company, within one year after such death or disability.
The table below contains information concerning the exercise of options by
the Executive Officers during 1994 and the fiscal year-end value of unexercised
options held by the Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Acquired Value Number of Unexercised In-the-Money Options
on Exercise Realized Options at December 31, 1994 at December 31, 1994
--------------- -------- ----------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul O.
Koether 13,167 $21,396 -- -- -- --
John W.
Galuchie, Jr. 2,500 $ 4,688 5,000 -- $5,625 --
</TABLE>
Remuneration of Directors
- -------------------------
Directors who are not employees of the Company receive a monthly fee of
$750 plus $200 for each day of attendance at board and committee meetings.
During 1994, the Company paid directors' fees in the aggregate amount of
approximately $27,600. Mr. Tjang received consulting fees from Winston of
$18,000 for his advice on Asian investments. The payment of these consulting
fees was terminated in June 1994.
<PAGE>
Employment Agreements
- ---------------------
In April, 1990, the Company and Paul O. Koether entered into an employment
agreement (the "Agreement") pursuant to which Mr. Koether serves as the
Company's Chairman for an initial three-year term ("Commencement Date") at an
annual salary of $175,000 (changed to $200,000 in December 1993) ("Base
Salary"), which may be increased but not decreased at the discretion of the
Board of Directors. The term is to be automatically extended one day for each
day elapsed after the Commencement Date.
Mr. Koether may terminate his employment under the Agreement at any time
for "good reason" (defined below) within 36 months after the date of a Change in
Control (defined below) of the Company. Upon his termination, he shall be paid
the greater of the (i) Base Salary and any bonuses payable under the Agreement
through the expiration date of the Agreement or (ii) an amount equal to three
times the average annual Base Salary and bonuses paid to him during the
preceding five years.
Change in Control is deemed to have occurred if (i) any individual or
entity, other than individuals beneficially owning, directly or indirectly,
common stock of the Company representing 30% or more of the Company's stock
outstanding as of April, 1990, is or becomes the beneficial owner, directly or
indirectly, of 30% or more of the Company's outstanding stock or (ii)
individuals constituting the Board of Directors on April, 1990 ("Incumbent
Board"), including any person subsequently elected to the Board whose election
or nomination for election was approved by a vote of at least a majority of the
Directors comprising the Incumbent Board, cease to constitute at least a
majority of the Board. "Good reason" means a determination made solely by Mr.
Koether, in good faith, that as a result of a Change in Control he may be
adversely affected (i) in carrying out his duties and powers in the fashion he
previously enjoyed or (ii) in his future prospects with the Company.
Mr. Koether may also terminate his employment if the Company fails to
perform its obligations under the Agreement (including any material change in
Mr. Koether's duties, responsibilities and powers or the removal of his office
to a location more than five miles from its current location) which failure is
not cured within specified time periods.
The Company may terminate Mr. Koether's employment under the Agreement for
"cause" which is defined as (i) Mr. Koether's continued failure to substantially
perform his duties under the Agreement (other than by reason of his mental or
physical incapacity or the removal of his office to a location more than five
miles from its current location) which is not cured within specified time
periods, or (ii) Mr. Koether's conviction of any criminal act or fraud with
respect to the Company. The Company may not terminate Mr. Koether's employment
except by a vote of not less than 75 percent of the entire Board of Directors at
a meeting at which Mr. Koether is given the opportunity to be heard.
<PAGE>
In the event of Mr. Koether's death during the term of the Agreement, his
beneficiary shall be paid a death benefit equal to $200,000 per year for three
years payable in equal monthly installments. Should Mr. Koether become
"disabled" (as such term is defined in the Agreement) during the term of the
Agreement and either long-term disability insurance is not provided by the
Company or such policy does not provide an annual benefit to age 70 equal to 80%
or more of Mr. Koether's Base Salary then he shall be paid an annual disability
payment equal to 80% of his Base Salary in effect at the time of the disability.
Such payments shall continue until Mr. Koether attains the age of 70.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Rosenman & Colin ("R&C") performed legal work for the Company and its
affiliates in 1994. Natalie I. Koether, wife of the Chairman and President of
the Company, has been of Counsel to R&C since November 1993. Aggregate fees and
expenses billed to the Company and its subsidiaries in 1994 and 1993 were
approximately $240,000 and $52,000, respectively.
Keck Mahin Cate & Koether ("KMCK") performed legal work for the Company and
its affiliates in 1993. Aggregate fees and expenses billed to the Company were
approximately $233,000 in 1993. KMCK rented limited office space from the
Company on a month-to-month basis and reimbursed the Company for office
services. The total payments for rent and office services were $37,000. Natalie
I. Koether was formerly a partner of KMCK.
The Company reimburses an affiliate for the direct cost of certain group
medical insurance, 401(k) benefits and office supplies. Such reimbursements were
approximately $263,000 and $271,000 during 1994 and 1993, respectively.
Affiliates of the Company maintain brokerage accounts with Winston, which
received commissions from these affiliates totalling approximately $57,000 and
$149,000 during 1994 and 1993, respectively.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. served as the Company's independent public
accountants for the fiscal year ended December 31, 1994 and have been selected
to serve as the Company's independent public accountants for the fiscal year
ending December 31, 1995. Representatives of Coopers & Lybrand L.L.P. will have
the opportunity to make a statement at the Annual Meeting if they so desire.
However, it is not expected that a representative of Coopers & Lybrand L.L.P.
will be present at the meeting.
STOCKHOLDERS' PROPOSALS
Any stockholder who desires to present proposals to the next annual meeting
and to have such proposals set forth in the proxy statement mailed in
conjunction with such annual meeting must submit such proposals to the Company
not later than June 15, 1996. All stockholder proposals must comply with Rule
14a-8 promulgated by the Securities and Exchange Commission.
<PAGE>
ADDITIONAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994 is being mailed to stockholders with this Proxy
Statement.
Your cooperation in promptly marking, signing, dating and mailing the
enclosed proxy card will be greatly appreciated.
By Order of the Board of Directors,
/s/ Paul O. Koether
Chairman and President
Dated: October 6, 1995
<PAGE>
KENT FINANCIAL SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 3, 1995
The undersigned hereby appoints Paul O. Koether and John W. Galuchie, Jr.
or either of them, as proxies with full power of substitution to vote all shares
of common stock, par value $.10 per share, of Kent Financial Services, Inc.
which the undersigned is entitled to vote, with all powers the undersigned would
possess if personally present, at the Annual Meeting of Stockholders of Kent
Financial Services, Inc. to be held on Friday, November 3, 1995, and at any
adjournment(s), postponement(s) or continuation(s) thereof. The proxies are
instructed as indicated on the reverse side. In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the
Annual Meeting and any adjournment(s), postponement(s) or continuation(s)
thereof.
(to be continued and signed on the other side)
<PAGE>
ITEM 1. To elect the nominees whose names appear at right as directors for a
term of one year or until their successors are duly elected and
qualified:
_____ FOR all nominees listed to right (except as marked to the contrary below)
_____ WITHHOLD AUTHORITY to vote for all nominees listed to right
NOMINEES: Paul O. Koether
Mathew E. Hoffman
Casey K. Tjang
M. Michael Witte
For, except vote withheld from the following nominee(s):
________________________________________________________
ITEM 2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREON. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" EACH OF THE PERSONS NAMED HEREON AS DIRECTORS
AND "FOR" SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE
PROXYHOLDERS DEEM ADVISABLE. BY MARKING, SIGNING, DATING AND RETURNING THIS
PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" ITEM 1. A proxy submitted which either gives no direction or
which "abstains" on all issues, will be counted for the purpose of determining
whether a quorum is present at the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature _________________________________________________ Date _______, 1995
Signature and title or authority
Signature _________________________________________________ Date _______, 1995
Signature if held jointly
IMPORTANT: Signature(s) should agree with name(s) as printed on this
proxy. 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.
