SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Rule 14a-11(c) or Rule 14a-12
_________________________KENT FINANCIAL SERVICES, INC.__________________________
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
-----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
-----------------------------------------------------------------------------
(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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
- -----------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
KENT FINANCIAL SERVICES, INC.
376 MAIN STREET
BEDMINSTER, NEW JERSEY 07921
(908) 234-0078
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 20, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Kent
Financial Services, Inc. (the "Company"), will be held on Monday, October 20,
1997, 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 23, 1997
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.
----------------------------------
John W. Galuchie, Jr.
Vice President and Treasurer
Date: September 24, 1997
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
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-0078
----------------
PROXY STATEMENT FOR THE ANNUAL MEETING
October 20, 1997
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 Monday, October 20, 1997, 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
September 24, 1997 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 23, 1997
(the "Record Date"), are entitled to notice of and to vote at the Annual
Meeting. On the Record Date, 1,018,040 shares of the Company's common stock,
$.10 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, 376 Main Street,
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 or until their respectful
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>
<TABLE>
<CAPTION>
Certain information regarding each Nominee is set forth below.
Position and Office Director
Name of Nominee Age Presently Held with Company Since
- --------------- --- ---------------------------- ----------
<S> <C> <C> <C>
Paul O. Koether 61 Chairman, President and 1987
Director
Mathew E. Hoffman 43 Director 1994
Casey K. Tjang 57 Director 1992
M. Michael Witte 71 Director 1986
- ------------------------------------
</TABLE>
There are no family relationships between any Nominee and/or any 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, ("Shamrock")
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") and since July 1992, a director of American Metals Service, Inc.,
("AMS") which was an indirect, majority-owned subsidiary of the Company before
its shares were distributed to the Company's shareholders. AMS currently is
seeking to acquire an operating business. Mr. Koether also has been Chairman
since April 1988, President from April 1989 to February 1997 and director since
March 1988 of Pure World, Inc., formerly American Holdings, Inc., ("Pure World")
and since December 1994 has been a director and since January 1995 has been
Chairman of Pure World's majority-owned subsidiary, Madis Botanicals, Inc.,
("Madis") a manufacturer and distributor of natural products. He is also
Chairman and a director of Pure World's principal stockholder, Sun Equities
Corporation, ("Sun") a private company. Mr. Koether served as Chairman and a
director of NorthCorp Realty Advisors, Inc., an asset management company,
("NorthCorp") from June 1992 when it was acquired by Pure World until August,
1994 when it was merged and renamed Crown NorthCorp, Inc.
Mathew E. Hoffman. Since January 1997, he has been head of the litigation
department of Todtman, Nachamie, Hendler & Spizz P.C. From May 1994 until
January 1997 Mr. Hoffman was a partner of the law firm of Rosen & Reade. From
February 1989 to May 1994, he was a partner of Keck, Mahin & Cate. His articles
have been published in the United States, Europe and Japan.
<PAGE>
Casey K. Tjang. Since December 1995, he has been a director and secretary
and since September 1996, Chief Financial Officer of Leading Edge Packaging,
Inc., a marketing, wholesaler and distribution company of consumer product
packagings. From 1991 to 1995, Mr. Tjang served as President and Chief Executive
Officer of First Merchant Bankers, Inc., a privately-owned investment company,
whose business is focused in the Asia Pacific rim, and from 1993 to 1995, he was
an Executive Director of Starlite Holdings Limited, a printer and manufacturer
of packaging materials. From March 1991 until February 1995, Mr. Tjang was a
director of Concord Camera Corp., which manufactures and distributes camera
equipment.
M. Michael Witte. Since August 1980, he has been President of M. M. Witte &
Associates, Inc., a private corporation which is engaged in oil and gas
consulting and investment management. In November, 1995 Mr. Witte was elected
Co-Chairman of The American Drilling Company, L.L.C. and on August 1, 1996 he
was elected President and Chief Executive Officer of South Coast Oil
Corporation, positions he still holds. 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.
BOARD MEETINGS AND COMMITTEES
The Board held two meetings during the year ended December 31, 1996 and
otherwise acted by written consent. Each of the Company's directors attended all
of the meetings of the Board of Directors and of all committees of the Board on
which he served. During the year ended December 31, 1996, the Board had an Audit
Committee, which consisted of Messrs. Tjang, Witte, and Hoffman. The Audit
Committee, which reviews the Company's internal controls, accounting practices
and procedures, and results of operations, held one meeting in 1996.
The Board also had a Compensation Committee consisting of Messrs. Witte,
Tjang and Hoffman. The Compensation Committee, which is responsible for
reviewing Management's compensation, met once in 1996. The Board of Directors
does not have a nominating committee.
<PAGE>
BENEFICIAL OWNERSHIP
Security Ownership of Officers, Directors,
Nominees and Certain Stockholders
The following table sets forth the beneficial ownership of Common Stock of
the Company as of the Record Date, by each person who was known by the Company
to beneficially own more than 5% of the Common Stock, by each current director
and Nominee and by all current directors, Nominees and officers as a group:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership<F1> Class
- ------------------- ----------------- -----------
<S> <C> <C>
Paul O. Koether 468,177<F2> 44.67%
211 Pennbrook Road
Far Hills, NJ 07931
Shamrock Associates 417,470 39.83%
211 Pennbrook Road
Far Hills, NJ 07931
M. Michael Witte 12,000 1.14%
1120 Granville Avenue
Suite 102
Los Angeles, CA 90049
Casey K. Tjang 10,000 *
56 Hall Drive
Clark, NJ 07066
Mathew E. Hoffman 7,000 *
62 Rosehill Avenue
New Rochelle, NY 10804
All Directors and Officers 512,177 48.87%
as a Group (6 persons)
- -----------------------------------------
*Less than 1 percent.
<PAGE>
<FN>
<F1> 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: Mathew E. Hoffman (7,000 shares); Casey
K. Tjang (7,000 shares); M. Michael Witte (7,000 shares); and all
directors and officers as a group (30,000 shares).
<F2> 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.
</FN>
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers.
Officers, directors and greater than ten percent stockholders are required by
the SEC regulations to furnish the Company with copies of all Forms 3, 4 and 5
they file.
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 greater than ten percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1996.
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth for the fiscal years ended December 31, 1996,
1995, and 1994, the compensation of any person who, as of December 31, 1996 was
an Executive Officer of the Company with an annual compensation in excess of
$100,000 ("Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Name of Principal Annual Compensation<F1><F2> Compensation Other
Officer/Position ------------------------------------- ------------- -------
- ---------------- Year Salary Bonus Other<F3> Options(#)
<S> <C> <C> <C> <C> <C> <C>
Paul O. Koether 1996 $200,000 $65,000 $142,366 - -
Chairman, Presi- 1995 $200,000 $90,000 $141,956 - -
dent and Chief 1994 $200,000 $ - $132,917 - -
Executive Officer
John W. Galuchie, Jr. 1996 $160,000 $15,000 $ 892 - -
Vice President 1995 $160,000 $21,000 $ 259 - -
and Treasurer 1994 $160,000 $ - $ 62 - -
- ----------------------------------------------------
<FN>
<F1> The Company has no bonus or deferred compensation plans and pays bonuses
at the discretion of the Board based on performance.
<F2> Certain Executive Officers 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.
<F3> Represents commissions paid by Winston to these individuals in their
capacity as registered representatives for securities trades made for their
respective customers.
</FN>
</TABLE>
OPTIONS GRANTED IN YEAR ENDED DECEMBER 31, 1996
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, 1996 to the Named Officers.
<PAGE>
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 Named Officers during 1996 and the fiscal year-end value of unexercised
options held by the Named Officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Shares Acquired Value Number of Unexercised In-the-Money Options
on Exercise Realized Options at December 31, 1996 at December 31, 1996
--------------- -------- ---------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Paul O.
Koether -- -- -- -- -- --
John W.
Galuchie, Jr. -- -- 5,000 -- $ 25,625 --
</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 1996, the Company paid directors' fees in the aggregate amount of
approximately $30,000.
EMPLOYMENT AGREEMENTS
In April, 1990, the Company and Paul O. Koether entered into an employment
agreement ("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.
<PAGE>
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 1, 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 1, 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.
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, 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.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Rosenman & Colin LLP ("R&C") performed legal work for the Company and its
affiliates in 1996 and 1995. Natalie I. Koether, wife of the Chairman and
President of the Company, is of Counsel to R&C and also employed by the Company.
Aggregate fees and expenses billed to the Company and its subsidiaries in 1996
and 1995 were approximately $194,000 and $273,000, respectively. The Company
paid Mrs. Koether $142,500 and $60,000 in 1996 and 1995, respectively, as an
employee and she received no compensation from R&C related to fees charged to
the Company for her time.
The Company reimburses an affiliate for the direct cost of certain group
medical insurance, 401(k) benefits and office supplies. Such reimbursements were
approximately $170,000 and $225,000 during 1996 and 1995, respectively.
Affiliates of the Company maintain brokerage accounts with Winston, which
received commissions from these affiliates totaling approximately $121,000 and
$152,000 during 1996 and 1995, respectively.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the Company's independent public
accountants for the fiscal year ended December 31, 1996. It is not expected that
a representative of Deloitte & Touche LLP 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, 1998. All stockholder proposals must comply with Rule
14a-8 promulgated by the Securities and Exchange Commission.
ADDITIONAL INFORMATION
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 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
-------------------------------
Paul O. Koether
Chairman and President
Dated: September 24, 1997
<PAGE>
KENT FINANCIAL SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 20, 1997
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 Monday, October 20, 1997, and at any
adjournment(s), postponement(s) or continuation(s) thereof. The proxies are
instructed as indicated below. 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)
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.
<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.
This proxy, when properly executed, will be voted in the manner directed
hereon 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________________________,1997
Signature and title or authority
Signature_____________________________________ Date________________________,1997
Signature if held jointly
IMPORTANT: Signature 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.
