ZONIC CORPORATION
Park 50 TechneCenter, 50 West TechneCenter Drive
Milford, Ohio 45150-9777
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 23, 1996
To the Shareholders of ZONIC CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Zonic Corporation, an Ohio corporation, will be held at the
Company's principal office, Park 50 TechneCenter, 50 West TechneCenter Drive,
Milford, Ohio 45150-9777, on August 23, 1996 at 10:00 a.m., Eastern Daylight
Savings Time, for the purpose of considering and acting upon:
1. A proposal to fix the number of directors for the ensuing year at three in
number.
2. A proposal to elect the Board of Directors for the next year.
3. Such other business as may properly be brought before the Annual Meeting or
any adjournment(s) thereof.
The Board of Directors has fixed the close of business on June 28, 1996 as the
record date for the determination of the shareholders entitled to receive
notice of, and to vote at, the meeting and any adjournment(s) thereof,
notwithstanding any subsequent transfers of stock.
Your attention is called to the accompanying Proxy and Proxy Statement
submitted with this Notice.
A copy of the Company's 1996 Annual Report and Form 10-K Report is being
forwarded to you herewith, but it is not deemed to be part of the official
proxy soliciting material. If any shareholder fails to receive a copy of
same, one may be obtained by writing to the Treasurer of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
James B. Webb, President
Milford, Ohio
July 23, 1996
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER YOU
EXPECT TO ATTEND OR NOT, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND
MAIL IT PROMPTLY IN THE STAMPED ENVELOPE PROVIDED. IN THE EVENT YOU ATTEND
THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
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PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and accompanying proxy are furnished in connection
with the solicitation of proxies by Zonic Corporation (hereinafter referred to
as the "Company"), for the Annual Meeting of Shareholders of the Company (the
"Annual Meeting"), to be held on August 23, 1996. Such solicitation is being
made by mail, although the Company may also use its officers and regular
employees to solicit proxies from shareholders personally, or by telephone,
telegraph or letter. The costs of this solicitation will be borne by the
Company. The Company may request nominees and brokers to solicit their
principals and customers for their proxies, and in such event the Company may
reimburse such nominees and brokers for their reasonable out-of-pocket
expenses.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked, will be voted at the Annual Meeting, and where
a specification is made on the proxy, such shares will be voted in accordance
with such specification. Unless contrary instructions are given, shares will
be voted in favor of the proposals set forth in the accompanying Notice of
Meeting and for the nominees for Directors set forth herein and in the
discretion of the appointed proxies upon such other matters as may properly
come before the meeting. Any proxy may be revoked by the shareholder at any
time prior to the voting thereof, by giving written notice to the Company
prior to the Annual Meeting or by giving oral notice to the Company at the
Annual Meeting.
The Board of Directors has fixed the close of business on June 28, 1996 as
the record date (the "Record Date") for the determination of the shareholders
entitled to receive notice of, and to vote at, the Annual Meeting and at any
adjournment(s) thereof, notwithstanding any subsequent transfers of stock.
OUTSTANDING VOTING SECURITIES
On June 28, 1996, there were 3,044,136 outstanding shares of the Company's
common stock without par value ("Common Stock") and each such outstanding
share is entitled to one vote on each matter to be considered at the Annual
Meeting. There is no other class of securities of the Company outstanding
which has voting rights. The presence either in person or by proxy of the
persons entitled to vote a majority of the Common Stock is necessary for a
quorum for the transaction of business at the Annual Meeting.
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The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock (its only outstanding voting
securities on June 28, 1996) (i) by each person who is known by the Company to
own beneficially more than 5% of the Company's Common Stock, (ii) by each
Director that owns Common Stock, (iii) by each executive officer named in the
Summary Compensation Table in this Proxy Statement and (iv) by all Directors
and Officers of the Company as a group.
Name of Beneficial Amount & Nature
Owner or Identity of Beneficial Percent
of Group Ownership of Class (1)
A&D Co. of Japan 869,560 (2) 28.6%
Daihatsu-Nissay
Ikebukuro Bldg.
3-23-14 Higashi-Ikebukuro
Toshima-ku, Tokyo 170, Japan
Shoiche Sekine 869,560 (3) 28.6% (3)
c/o A&D Co. of Japan
Daihatsu-Nissay
Ikebukuro Bldg.
3-23-14 Higashi-Ikebukuro
Toshima-ku, Tokyo 170, Japan
Gerald J. Zobrist 684,980 (4) 20.8% (4)
2900 Eight Mile Road
Cincinnati, Ohio 45244
James B. Webb 104,400 (5) 3.3% (5)
All Directors and Executive 1,825,400 (3)(6) 52.2% (3)(6)
Officers as a Group (5 in number)
(1) Percentages are based on an aggregate of 3,044,136 shares of Common Stock
outstanding as of the Record Date. Shares of Common Stock subject to options
exercisable within 60 days under the Company's stock option plans are deemed
outstanding for computing the percentage of class of the person holding such
option but are not deemed outstanding for computing the percentage of class
for any other person. See footnotes (3), (4), (5) and (6) below.
(2) Does not include a stock option granted to A&D for 1,000,000 shares, as
consideration for making loans, and guaranteeing bank loans, to the Company.
See "Related Party Transactions" for a discussion of this option.
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(3) These shares represent the shares owned by A&D. Mr. Sekine, a director
and a minority owner of A&D and a director and executive officer of the
Company, does not individually own any shares of the Company and disclaims
beneficial ownership of the shares held by A&D.
(4) Includes 47,900 shares held by Mr. Zobrist's wife, 37,000 shares held in
trust for minor children, and 252,500 shares subject to presently exercisable
options. Percentage is based on 3,044,136 presently outstanding shares plus
the 252,500 shares subject to options.
(5) Includes 15,000 shares held by Mr. Webb's wife and 87,500 shares subject
to presently exercisable options. Percentage is based on 3,044,136 presently
outstanding shares plus the 87,500 shares subject to options.
(6) Includes 385,280 shares owned of record and beneficially, 116,810 shares
held by wives or held in trust for minor children, and 453,750 presently
exercisable options held by five officers and directors. Percentages are
based on presently outstanding shares of 3,044,136 plus 453,750 shares subject
to options.
None of the above persons have shared voting or investment powers with regard
to their shares of Common Stock.
FIXING NUMBER OF DIRECTORS
At the Annual Meeting, shareholders will vote on a proposal to fix the
number of Directors of the Company for the ensuing year at three (3) in
number. The affirmative vote of the holders of a majority of the shares of
Common Stock which are represented at the meeting in person or by proxy and
entitled to vote will be necessary to approve this proposal. Management
recommends that shareholders vote FOR the foregoing resolution.
ELECTION OF DIRECTORS
At the meeting, Directors of the Company are to be elected to serve for
the ensuing year and until their respective successors are elected and
qualified. The existing three members of the Board of Directors will be
nominees for Directors (see below). The shares represented by the enclosed
Proxy will be voted for the election as Directors of the three nominees named
below unless otherwise indicated on the Proxy. If any nominee becomes
unavailable for any reason or if a vacancy should occur before the election
(which events are not anticipated), the shares represented by the enclosed
Proxy may be voted for such other persons as may be determined by the holders
of such proxies.
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Information Concerning Nominees
The information appearing in the following table with respect to age and
principal occupation has been furnished to the Company by the nominees.
Name Age Business Experience for Past Five Years
James B. Webb 39 President and Chief Executive Officer of the
Company since December 31, 1995. Treasurer of
the Company since November 1993. Secretary of
the Company from January 1993 to February 1996.
Senior Vice President of the Company from July
1989 to February 1996. Director of the Company
since 1985.
Shoiche Sekine 64 Director of the Company since 1988. Director
of A&D Co., Ltd., Tokyo, Japan, a manufacturer of
electronic measurement instrumentation, since
1985. Executive Vice-President of the Company
since December 1992 and Secretary since February
1996.
Gerald J. Zobrist 53 President of CapTec Corporation (Acquisition and
Investment Company). Director of the Company
since 1970. President and Chief Executive
Officer of the Company from June 1970 until
December 31, 1995.
None of the Directors are related.
The Board of Directors does not have standing audit, nominating or
compensation committees or committees performing similar functions.
During the fiscal year ended March 31, 1996, five meetings of the Board of
Directors were held. All existing Directors attended the meetings during the
period for which they were Directors.
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EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Business Experience for Past Five Years
James B. Webb 39 President and Chief Executive Officer of the Company
since December 31, 1995. Treasurer of the Company
since November 1993. Secretary of the Company from
January 1993 to February 1996. Senior Vice
President of the Company from July 1989 to February
1996. Director of the Company since 1985.
Shoiche Sekine 64 Executive Vice-President of the Company since
December 1992 and Secretary since February, 1996.
Director of the Company since 1988.
Mark I. Schiefer 40 Senior Vice-President of the Company since 1984;
Assistant Secretary since February, 1996.
Dale R. Nieman 49 Vice-President of the Company since 1985; Assistant
Treasurer since February, 1996.
EXECUTIVE COMPENSATION
Report of the Board on Executive Compensation
The Company's Board of Directors does not have a Compensation Committee but
rather, the entire Board establishes the policies and procedures, as well as
amounts of compensation, for all executive officers of the Company. The
Company's compensation package for its executive officers consists of base
salary, annual performance-based bonus and annual stock option grants. In
setting compensation levels the Board considers various factors including
salary levels of similarly situated executive officers at comparable
companies, the achievement of performance targets taking into consideration
competitive and economic conditions, and the Company's current adverse
financial condition.
The Board reviewed compensation for all of the Company's executive officers
and there were no salary increases during fiscal 1996 except Mr. Webb received
an increase in February, 1996 after he became President and CEO. The lack of
salary increases were in recognition of cash flow problems of the Company
rather than any dissatisfaction with officer performance. No bonus was paid
to any executive officer for fiscal 1996.
Board of Directors
Gerald J. Zobrist James B. Webb Shoiche Sekine
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Summary
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's chief executive
officer and any executive officer of the Company whose compensation exceeded
$100,000 during the last fiscal year (the "Named Executive Officers").
Summary Compensation Table
Annual Compensation Long Term Compensation
Securities All Other
Name and Salary Bonus Underlying Compensation
Principal Position Year ($)(1) ($) Options ($)(2)
Gerald J. Zobrist, 1996 129,197 -0- -0- 1,422
Former President and 1995 128,659 -0- -0- 2,701
Chief Executive 1994 132,533 -0- 60,000 (3) 450
Officer (4)
James B. Webb, President 1996 103,475 -0- 55,000 1,104
and Chief Executive 1995 (5) 98,600 -0- -0- 1,612
Officer (4)
(1) Includes amounts deferred at the direction of the executive officer
pursuant to the Company's 401(k) Retirement Plan.
(2) Amounts shown represent the Company's contribution for the executive
officer to the Company's 401(k) Retirement Plan.
(3) Includes two stock options for a total of 40,000 shares which were
canceled by the Company and reissued with a stock option for 40,000 shares at
a lower exercise price.
(4) Mr. Zobrist resigned as President and Chief Executive Officer on December
31, 1995 and was replaced in said positions by Mr. Webb. See "Related Party
Transactions."
(5) Mr. Webb's compensation did not exceed $100,000 in fiscal 1994.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options granted to the
Named Executive Officers during the 1996 fiscal year pursuant to the Company's
stock option plans.
Percentage Potential Realized
of Total Value at Assumed Annual
Options Rates of Stock Price
Granted to Appreciation for Option
Employees Exercise Grant Date Term (1)
Options in Fiscal Price Expiration
Name Granted 1996 ($/Share) Date 5% ($) 10% ($)
James B. Webb 30,000 15.8% $0.34 02/12/2006 6,415 16,256
James B. Webb 25,000 13.2% 0.50 08/07/2005 7,861 19,921
(1) As required by rules of the Securities and Exchange Commission, potential
values stated are based on the prescribed assumption that the Company's Common
Stock will appreciate in value from the date of grant to the end of the option
term at annualized rates of 5% and 10%, respectively, and therefore are not
intended to forecast possible future appreciation, if any, in the price of the
Company's Common Stock.
No options were exercised by the Named Executive Officers during fiscal 1996.
Other Compensation
Directors of the Company receive no compensation for their services as
Directors.
Insider Participation in Compensation Determinations
The Board of Directors is responsible for executive compensation decisions.
Mr. Webb serves on the Board and is the President and Chief Executive Officer
of the Company. Mr. Zobrist, the former President and Chief Executive
Officer, also serves on the Board. Mr. Sekine is a director and the Executive
Vice-President and Secretary of the Company. He is also a director of A&D
Company, Ltd. of Tokyo, Japan ("A&D"), a company which, as of the Record Date,
owns 28.6% of the Company. The Company has in place a policy that no director
shall participate in determinations of his own compensation.
Financial Performance
The table below summarizes the cumulative return experienced by the
Company's shareholders over the fiscal years ended 1992 through 1996, compared
to the NASDAQ Market Index U.S. and the S&P HighTech Composite Index.
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Stock Performance
Comparison of Five Year Cumulative Total Return*
Among Zonic Corporation, the NASDAQ Stock Market-US Index
and the S & P High Tech Composite Index
ZNIC
Cumulative Total Return
------------------------------------------
3/91 3/92 3/93 3/94 3/95 3/96
Zonic Corp ZNIC 100 143 64 14 21 16
NASDAQ STOCK MARKET-US INAS 100 127 147 158 176 239
S & P HIGH TECH COMPOSITE IHTC 100 102 112 132 167 226
* $100 Invested on 03/31/91 in stock or index - including reinvestment of
dividends. Fiscal year ending March 31.
RELATED PARTY TRANSACTIONS
In February 1988, the Company became affiliated with A&D, a Japanese
instrument manufacturing company, by reason of A&D's purchase on that date of
86,956 shares of the Company's Preferred Stock for approximately $2,000,000.
The Preferred Stock was converted on March 31, 1991 into 869,560 Common
Shares. Mr. Shoiche Sekine, a director and executive officer of the Company,
is also a director of A&D.
In February 1988, the Company appointed A&D as the Company's exclusive
marketing agent for the distribution of the Company's products in Japan
pursuant to an agreement which is terminable by either party upon 60 days
prior written notice. Total revenues related to products sold to A&D were
$136,979 for the year ended March 31, 1996. The Company sells its products to
A&D at discounts which vary by product. These discounts are a vendor-to-agent
discount and not a discount to the end-user. Generally, the discount rates
made available to A&D for specific products are greater than the discount
rates made available to non-affiliated international sales agents in other
countries because of the significance of the Japanese market and because A&D,
as a manufacturer of similar products, has significantly more technical
expertise than other agents currently used by the Company. Accordingly, A&D
can provide installation and more technical services to the end user, which
reduces the Company's selling expenses. The Company believes that the terms
made available to A&D as an international sales agent are fair and are not
more favorable than the terms that would be made available to a non-affiliated
sales agent in a similar market and with similar technical expertise.
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In October 1988, Zonic A&D Company ("Zonic A&D"), a sales and marketing
joint venture was formed with A&D Engineering, Inc., a California subsidiary
of A&D. The joint venture markets and sells all of the Company's products and
A&D's spectrum analysis instruments in the Western Hemisphere. Each company
has a 50% ownership in the joint venture which is based on a five-year
renewable agreement and which provides for equal sharing of profits and
losses, sharing of expenses and all other respects except for A&D's funding
obligations. The Company is providing Zonic A&D office space on a rent-free
basis.
A&D loaned $2,801,500 to the joint venture to finance start-up costs and
operations. A&D also paid the Company a promotional fee of $500,000 to offset
the Company's 50% share of the start-up losses from the joint venture and the
Company loaned said amount to the joint venture. Beginning April 1, 1990,
Zonic A&D accrued interest to the Company and A&D of 4% per annum on the loans
each have made to Zonic A&D, to be paid upon termination of the joint venture.
During fiscal 1995, Zonic A&D repaid notes payable to A&D totaling $2,691,500.
The source of funds for the repayment was a capital contribution from A&D
Engineering, Inc. The remaining notes payable and unpaid interest to A&D and
to the Company were forgiven and contributed as capital.
The Company transacts business with Zonic A&D. The Company sells its
products and, pursuant to an agreement with A&D, sells the products of A&D to
Zonic A&D. Sales by the Company to Zonic A&D of its and A&D's products were
$1,903,227 for the year ended March 31, 1996 of which $1,835,942 were sales of
the Company's products and $67,285 were sales of A&D's products. Zonic A&D
sells the products for the same price at which it purchases the products from
the Company. The Company incurred net commission expense to Zonic A&D of
$353,346 ($340,434 for sales of the Company's products and $12,912 for sales
of A&D's products) related to sales obtained by Zonic A&D. During the year
ended March 31, 1996, Zonic A&D had a net profit of $46,828. The Company does
not reflect the profits and losses in its financial statements to the extent
that cumulative losses exceed the Company's initial investment and the
promotional fee. During the year ended March 31, 1996, the Company also
purchased Zonic A&D accounts receivable of $1,903,227 due from end-user
customers in exchange for forgiveness of accounts receivable due from Zonic
A&D.
The Company also incurs certain costs and expenses on behalf of Zonic A&D
and charges Zonic A&D for such costs and expenses. During the year ended
March 31, 1996, the Company charged Zonic A&D a total of $53,560 for expenses
incurred by the Company on behalf of Zonic A&D, which amount has not yet been
paid. The Company also purchases components from A&D used principally to fill
orders for WCA product sales. Such purchases totaled $301,889 for the year
ended March 31, 1996.
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In February 1991, the Company and A&D founded Zonic A&D Limited, a United
Kingdom corporation, for the purpose of marketing and selling the Company's
products and A&D's spectrum analysis instruments in the European Community.
Each partner has a 50% ownership interest and share the results of the
operation equally. The Company has contributed capital and made a loan
totaling $485,000 and recognized losses to the extent of its investment in
Zonic A&D Limited. No losses have been recorded by the Company since 1992.
Due to continuing losses, the partners of Zonic A&D Limited have significantly
reduced the operations of Zonic A&D Limited and now distribute products in
this market directly from their respective operations.
In December 1992, the Company entered into a Credit Agreement and related
agreements (collectively the "Agreement") with A&D, whereby the Company may
request up to $2,500,000 in loans from A&D or guarantees by A&D of third party
loans pursuant to the terms and conditions set forth in the Agreement. As of
March 31, 1995, $2,480,000 had been advanced by A&D to the Company. Prior to
the execution of the Agreement, A&D had guaranteed the Company's loans
aggregating $3,500,000 from The Ashikaga Bank, Ltd., New York Branch, due
April 1, 1997, which when combined with the above $2,480,000 would aggregate
approximately $6,000,000. Interest on each of the loans made pursuant to the
Agreement bears interest at a fluctuating interest rate per annum equal to
prime plus one percent.
As consideration for the making of loans and issuance of guaranties under
the Agreement by A&D, the Company granted A&D a stock option (the "Option") to
purchase 1,000,000 shares of the Company's Common Stock at a purchase price of
$2.00 per share. The Option is exercisable until all outstanding indebtedness
and/or guaranties are equal to $3,000,000 or less and the Company can no
longer request loans or guaranties under the Agreement, and expires March 31,
2003. The Agreement is collateralized by all the assets of the Company and
contains several negative covenants that the Company must comply with
including restrictions on assuming additional indebtedness and the issuance of
stock options to directors and officers. The Agreement provides that A&D will
be able to exercise significant influence on the Company's operations and
policies.
In June, 1995, the Company sold its 40% interest in its WCA Product to A&D
which owned the other 60% ownership interest, for $2,397,275. $2,000,000 was
used to repay all but $480,000 of its existing indebtedness to A&D under the
Agreement. Repayment of this amount was extended to June 30, 1997. The
balance of $397,275 represented accrued but unpaid interest on the loans due
A&D under the Agreement which was forgiven by A&D. In connection therewith,
the limit under the Agreement was reduced from $6,000,000 to $4,000,000, and
the Control Agreement, whereby the Company granted A&D a right, under certain
conditions, to purchase a sufficient number of shares of stock of the Company
to give it control, was terminated. Certain other distribution and software
agreements were modified or entered into with A&D as a result of the WCA
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Product sale. Borrowings by the Company under the Agreement at March 31, 1996
consist of $3,500,000 in bank loans guaranteed by A&D, and $680,000 in loans
due A&D. At March 31, 1996, the Company's aggregate indebtedness to A&D and
guaranteed by A&D exceeded $4,000,000. A&D has waived this occurrence as a
violation under the Agreement, and has no present intention to declare loans
made under the Agreement payable before April 1, 1997.
Mr. Zobrist, former President of the Company also personally guaranteed any
loans received by the Company pursuant to the Agreement, for which he received
a stock option for 140,000 shares at a purchase price of $2.00 per share (the
fair market value of the Common Stock on the date of grant), which expires
December 7, 2002. Said personal guarantee was terminated when he resigned as
President and CEO on December 31, 1995.
Lastly, as a condition to entering into the Agreement with A&D, the Company
executed an Initial Release to discharge A&D and its affiliates from any and
all prior and future causes of action or damages the Company may have against
A&D except for claims arising in respect of the failure of A&D to perform
existing written agreements between the parties and any release of causes of
action which are otherwise prohibited by law. A Subsequent Release from
liability must accompany each written notice to A&D for a draw or guarantee.
The Subsequent Release discharges A&D and its affiliates from all causes of
action that may arise out of the Agreement up to the date of that advance, but
not for any failure of A&D to perform its obligations under the Agreement and
any release of causes of action which are otherwise prohibited by law.
In 1994, the Company assumed a $90,000 short-term loan due A&D from Zonic
A&D which is not part of the Agreement. The loan bears interest at 4% and the
due date has been extended to April 1, 1997.
In February 1995, A&D also guaranteed a $600,000 short-term bank loan of
the Company's which was used to extinguish $2,422,879 of the Company's then
existing short-term bank debt and interest. This short-term loan bears
interest at 1.25% over the federal funds rate adjusted and payable on a
quarterly basis. The rate at March 31, 1996 was 7.18%. Principal and
interest are due on September 15, 1996.
Except as otherwise noted, with respect to each of the foregoing related
party transactions, it is the opinion of management of the Company that said
transactions were upon terms as favorable to the Company as those which could
have been secured from non-affiliated parties.
Mr. Zobrist resigned as President, CEO and all positions with the Company
and its affiliates. He remains a director of the Company. He will receive
$125,000 over a one year period. The Company provided health insurance
through March, 1996, and his auto through September, 1996. Mr. Zobrist agreed
to surrender to the Company 50,000 shares of his common stock without
consideration.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of stock ownership and reports of changes in stock
ownership. Due to administrative oversight, Messrs. Webb, Schiefer and Nieman
each filed a late Form 4. All other such reports were filed in a timely
manner.
OTHER MATTERS
Management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented to the meeting,
or any adjournment thereof, it is the intention of the persons named in the
accompanying Proxy to vote, or otherwise act, in accordance with their
judgment on such matters.
Deloitte & Touche LLP, the Company's independent public accountants for the
most recent fiscal year, will again act as the Company's accountant for the
current fiscal year. A representative of Deloitte & Touche LLP will be
present at the annual meeting of shareholders and shall have the opportunity
to make a statement if he desires to do so, and the representative will be
available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders at the next annual
meeting of the Company must be received by the Company, to be considered for
inclusion in any proxy material, not later than March 1, 1997, at the
Company's offices at Park 50 TechneCenter, 50 West TechneCenter Drive,
Milford, Ohio 45150-9777.
BY ORDER OF THE BOARD OF DIRECTORS
James B. Webb, President
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