SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ] Confidential, for Use of the Commission
Only (as determined by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ENERGY CONVERSION DEVICES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a- 6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ENERGY CONVERSION DEVICES, INC.
1675 West Maple Road
Troy, Michigan 48084
Dear Stockholder:
The Annual Meeting of the Stockholders of Energy Conversion Devices, Inc.
will be held at 10:00 A.M. on January 16, 1997 at the Institute for Amorphous
Studies, 1050 East Square Lake Road, Bloomfield Hills, Michigan. If you plan to
attend, we would appreciate your calling the investor relations department at
810-280-1900.
Sincerely,
Robert C. Stempel
Chairman of the Board
<PAGE>
ENERGY CONVERSION DEVICES, INC.
----------------------
NOTICE OF MEETING OF STOCKHOLDERS
----------------------
Troy, Michigan
December 2, 1996
To the Stockholders of ENERGY CONVERSION DEVICES, INC.:
NOTICE is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of ENERGY CONVERSION DEVICES, INC. (the "Company") will be held at
10:00 a.m. (E.S.T.) on Thursday, January 16, 1997 at the Institute for Amorphous
Studies, 1050 East Square Lake Road, Bloomfield Hills, Michigan. The purpose of
the Meeting is to:
1. Elect the Board of Directors for the ensuing year and until their
successors shall be duly elected and qualified;
2. Consider and vote upon the appointment of Deloitte & Touche LLP as
independent accountants for the fiscal year ending June 30, 1997; and
3. Transact such other business as may properly come before the Meeting.
Stockholders of record at the close of business on November 18, 1996 will
be entitled to vote at the Meeting.
The Company's Annual Report on Form 10-K for its fiscal year ended June
30, 1996 accompanies the enclosed Proxy Statement.
Whether or not you expect to attend the Meeting in person, please sign,
date and return the accompanying Proxy in the enclosed prepaid envelope. If you
attend the Meeting, you may vote in person even though you have already signed
and returned a Proxy.
Cordially,
Robert C. Stempel
Chairman of the Board
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Energy Conversion Devices, Inc. (the
"Company"), a Delaware corporation, to be voted at the Annual Meeting of
Stockholders (the "Meeting") to be held at the Institute for Amorphous Studies,
1050 East Square Lake Road, Bloomfield Hills, Michigan on January 16, 1997 at
10:00 a.m. (E.S.T.) for the purposes set forth in the accompanying Notice of
Meeting of Stockholders.
Voting Rights of Stockholders. Holders of record of the Company's Common
Stock at the close of business on November 18, 1996 are entitled to vote at the
Meeting. As of November 18, 1996, there were outstanding 10,495,539 shares of
the Company's Common Stock, $.01 par value ("Common Stock"), and 219,913 shares
of the Company's Class A Common Stock, $.01 par value ("Class A Common Stock").
Each share of Common Stock is entitled to one vote per share and each share of
Class A Common Stock is entitled to 25 votes per share. Both classes vote as one
class on all matters, including the election and removal of directors, except
that with respect to (i) a merger or consolidation of the Company with another
corporation, (ii) the liquidation or dissolution of the Company, (iii) the sale
of all or substantially all of the assets of the Company, (iv) an amendment to
the Company's Certificate of Incorporation for which class voting is required by
Section 242 of the Delaware General Corporation Law, or (v) the authorization of
additional shares of Common Stock or Class A Common Stock, the affirmative vote
of a majority of the outstanding shares of Common Stock and the majority of the
outstanding shares of Class A Common Stock, voting as separate classes, is
required. Stanford R. Ovshinsky and his wife, Dr. Iris M. Ovshinsky, executive
officers, directors and founders of the Company, are record owners of 153,420
and 65,601 shares, respectively (or approximately 69.8 percent and 29.8 percent,
respectively), of the outstanding shares of Class A Common Stock, with the
balance of the outstanding shares (892 shares) owned by members of their family.
Mr. and Dr. Ovshinsky also own of record 9,554 shares of Common Stock. In
addition, as of November 18, 1996, Mr. Ovshinsky had the right to vote 126,500
shares of Common Stock (the "Sanoh Shares") owned by Sanoh Industrial Co., Ltd.
("Sanoh") under the terms of an agreement dated November 3, 1992 between the
Company and Sanoh.
A majority of the outstanding voting power will constitute a quorum at the
meeting. Abstentions are counted for purposes of determining the presence or
absence of a quorum for the transaction of business and counted in tabulations
of the votes cast on proposals presented to stockholders.
Voting of Proxies. All shares which are represented by signed proxies
received at or prior to the Meeting from stockholders of record as of the close
of business on November 18, 1996 will be voted at the Meeting. Unless a
stockholder specifies otherwise, the Proxy will be voted FOR each of the
thirteen nominees for director and FOR the appointment of Deloitte & Touche LLP
as the Company's independent accountants.
Revocation of Proxies. A stockholder who executes a Proxy may revoke it by
written notice received by the Company at any time before it is voted. Proxies
may also be revoked by any subsequently dated Proxy or by the stockholder
attending the Meeting and voting in person.
Other Information. The Company's executive offices are located at 1675 West
Maple Road, Troy, Michigan 48084. This Proxy Statement and the accompanying
Proxy are being sent to the Company's stockholders on or about December 2, 1996.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1996,
WHICH ACCOMPANIES THIS PROXY STATEMENT, HAS BEEN FURNISHED TO STOCKHOLDERS FOR
INFORMATIONAL PURPOSES ONLY AND NO PART THEREOF IS INCORPORATED BY REFERENCE IN
THIS PROXY STATEMENT.
THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER THE EXHIBITS TO ITS 1996
ANNUAL REPORT ON FORM 10-K, AT A COPYING CHARGE OF $.25 PER PAGE, UPON WRITTEN
REQUEST TO ENERGY CONVERSION DEVICES, INC., 1675 WEST MAPLE ROAD, TROY, MICHIGAN
48084, ATTENTION: INVESTOR RELATIONS.
<PAGE>
ITEM NO. 1
ELECTION OF DIRECTORS
At the Meeting, the directors are to be elected to serve until the next
annual meeting of stockholders and until their successors are duly elected and
qualified. Pursuant to Article VIII of the Bylaws of the Company, the number of
persons nominated to constitute the Board of Directors will be thirteen. In the
unanticipated event that any nominee for director should become unavailable, it
is intended that the Proxies will be voted for such substitute nominee as may be
designated by the Board of Directors. The affirmative vote of a majority of the
votes cast, without regard to class, will be required to elect the directors.
Information concerning the nominees for election as directors, including
the year each nominee first became a director, is set forth below.
---------------
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ALL
THIRTEEN NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.
<TABLE>
<CAPTION>
Director
of the
Company Principal Occupation and
Name Since Office Business Experience
---- -------- ------ ------------------------
<S> <C> <C> <C>
Stanford R. Ovshinsky 1960 President, Mr. Ovshinsky, 74, the founder and Chief Executive
Chief Officer of the Company, has been an executive officer
Executive and Director of the Company since its inception in 1960.
Officer and Mr. Ovshinsky is the primary inventor of the Company's
Director technology. Mr. Ovshinsky also serves as: the Chief Executive
Officer of Ovonic Battery Company, Inc. ("Ovonic Battery"); a member
of the Board of Managers of GM Ovonic L.L.C. (GM Ovonic); a
director of United Solar Systems Corp. ("United Solar"); and Co-
Chairman of the Board of Directors of Sovlux Co. Ltd.("Sovlux"). Mr.
Ovshinsky is the husband of Dr. Iris M. Ovshinsky.
Iris M.Ovshinsky 1960 Vice President Dr. Ovshinsky, 69, co-founder and Vice President of the Company,
and Director has been an executive officer and Director of the Company
since its inception in 1960. Dr. Ovshinsky also serves as a director of
Ovonic Battery. Dr. Ovshinsky is the wife of Stanford R. Ovshinsky.
-2-
<PAGE>
Robert C. Stempel 1995 Chairman of Mr. Stempel, 63, is Chairman of the Board and Executive Direcotr of the
the Board, Company. Prior to his election as a Director in December 1995, Mr. Stempel
Executive served as senior business and technical advisor to Mr. Ovshinsky. Mr.
Director and Stempel is also the Chairman of Ovonic Battery and serves on the Board of
Director Managers of GM Ovonic. From 1990 until his retirement in 1992,
he was the Chairman and Chief Executive Officer of General Motors Corporation.
Prior to serving as Chairman, he had been President since 1987. He is a
member of the Board of Directors of NBD Bank, N.A. Mr. Stempel serves on the
Company's Audit Committee.
Nancy M. Bacon 1977 Senior Vice Mrs. Bacon, 50, joined the Company in 1976 as its Vice President of Finance
President-- and Treasurer. Mrs. Bacon became the Senior Vice President-Government
Government Contracts and International Projects of the Company in 1993. Mrs. Bacon also
Contracts and serves on the Boards of Directors of Sovlux and United Solar.
International
Projects
Umberto Colombo 1995 Director Prof. Colombo, 68, is Chairman of the Scientific Councils of the ENI Enrico
Mattei Foundation and of the Instituto Per l'Ambiente in Italy. He was
Chairman of the Italian National Agency for New Technology, Energy and the
Environment until 1993 and then served as Minister of Universities and
Scientific and Technological Research in the Italian Government until 1994.
Prof. Colombo is also active as a consultant in international science and
technology policy institutions related to economic growth.
Jack T. Conway 1980 Director Mr. Conway, 78, is President and Chief Executive Officer of the Community
Housing Corporation of Sarasota. From 1985 to 1990, Mr. Conway was a trustee
of the Aspen Institute. Mr. Conway was also formerly a management consultant
to the Company. Mr. Conway serves on the Audit and Compensation Committees of
the Board.
-3-
<PAGE>
Hellmut Fritzsche 1969 Vice President Dr. Fritzsche, 69, was a professor of Physics atthe University of Chicago,
and Director from 1957 until his retirement in 1996. He was also Chairman of the
Department of Physics, the University of Chicago, until 1986. Dr. Fritzsche
has been a Vice President of the Company since 1965, acting on a part-time
basis, chiefly in the Company's research and product development activities.
Dr. Fritzsche also serves on the Board of Directors of United Solar.
Joichi Ito 1995 Director Mr. Ito, 30, is President of: Transoceanic Ventures, Inc., U.S.; Eccosys,
Ltd. and Digital Garage KK, Japan; as well as President and Representative
Director of PSI Japan KK. He is an expert on new computer technology and
networked information systems and writes and lectures extensively in the
United States, Japan and Europe. Mr. Ito serves as a director and consultant
to many companies in the field of information technology.
Walter J. McCarthy, 1995 Director Mr. McCarthy, 71, until his retirement in 1990, was the Chairman and Chief
Executive Officer of Detroit Edison Company. Mr. McCarthy has served as a
consultant to the Company since 1990. Until 1995, Mr. McCarthy also served on
the Boards of Comerica Bank, Detroit Edison Company and Federal-Mogul Corpora-
tion. Mr. McCarthy is a member of the National Academy of Engineering. He
serves on the Audit and Compensation Committees of the Board.
Florence I. Metz 1995 Director Dr. Metz, 67, until her retirement in 1996, held various executive positions
with Inland Steel Company: General Manager, New Ventures, Inland Steel Company
(1989-1991); General Manager, New Ventures, Inland Steel Industries (1991-
1992) and Advanced Graphite Technologies (1992-1993); Program Manager for
Business and Strategic Planning at Inland Steel (1993-1996). Dr. Metz also
serves on the Board of Directors of Ovonic Battery and is a member of the
Company's Compensation Committee.
-4-
<PAGE>
Haru Reischauer 1990 Director Mrs. Reischauer, 81, was initially appointed as a Director to fill the
unexpired term of Edwin O. Reischauer (former U.S. Ambassador to Japan) after
his death in September 1990, and was re-elected to the Board of Directors in
1992. Mrs. Reischauer also serves on the Board of Directors of United Solar.
She is an author and lecturer.
Nathan J. Robfogel 1990 Director Mr. Robfogel, 61, was, until his retirement in 1996, a partner with the law
firm of Harter, Secrest & Emery, which he joined in 1959. Mr. Robfogel is
currently Vice President for University Relations of the Rochester Institute
of Technology where he has been a trustee since 1985. From 1989 to 1995, Mr.
Robfogel served as Chairman of the Board of Directors of the New York State
Facilities Development Corporation, a public benefit corporation.
Stanley K. Stynes 1977 Director Dr. Stynes, 64, was Dean of the College of Engineering at Wayne State Univer-
sity from 1970 to August 1985, and a Professor of Engineering at Wayne State
University from 1985 until his retirement in 1992. He has been involved in
various administrative, teaching, research and related activities. Dr. Stynes
serves as Chairman of the Audit Committee of the Board of Directors of the
Company.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Audit Committee of the Board of Directors (the "Audit Committee") met
three times during the fiscal year ended June 30, 1996 and is currently composed
of Stanley K. Stynes (Chairman), Jack T. Conway, Walter J. McCarthy, Jr. and
Robert C. Stempel. The principal duties of the Audit Committee are to (i)
recommend selection of the Company's independent accountants, (ii) review with
the independent accountants the results of their audits, (iii) review with the
independent accountants and management the Company's financial reporting and
operating controls and the scope of audits, (iv) review all budgets of the
Company and its subsidiaries and (v) make recommendations concerning the
Company's financial reporting, accounting practices and policies and financial,
accounting and operating controls and safeguards.
The Compensation Committee of the Board of Directors (the "Compensation
Committee") met 11 times during the fiscal year ended June 30, 1996 and is
currently composed of Jack T. Conway (Chairman), Walter J. McCarthy, Jr. and
Florence I. Metz. The Compensation Committee is responsible for administering
the policies which govern both annual compensation of executive officers and the
Company's stock option plans. The Compensation Committee meets several times
during the year to review recommendations from management regarding stock
options and compensation.
-5-
<PAGE>
The Company does not have a standing nominating committee.
During the fiscal year ended June 30, 1996, the Board of Directors held
seven meetings. All directors attended more than 75 percent of the meetings of
the Board and the committees on which such directors served, except for Mrs.
Reischauer, Mr. Conway and Prof. Colombo.
COMPENSATION OF DIRECTORS
Directors who are neither employees of the Company nor otherwise
compensated by the Company are issued approximately $5,000 per year in the
Company's Common Stock based on the closing bid price of Common Stock on the
first business day of each year. Furthermore, as of April 18, 1996, directors
who are not employees of the Company receive $500 for each Board meeting
attended (in person or via telephone conference call) as well as $500 for
committee meetings if not coincident with a Board meeting. Directors are also
reimbursed for all expenses incurred for the purpose of attending board of
directors and committee meetings, including airfare, mileage, parking,
transportation and hotel.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended June 30, 1996, the Compensation Committee was
composed of Mr. Conway, Mr. McCarthy and Dr. Metz. None of the Compensation
Committee members are or were during the last fiscal year an officer or employee
of the Company or any of its subsidiaries, or had any business relationship with
the Company or any of its subsidiaries.
ITEM NO. 2
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Deloitte & Touche LLP ("Deloitte & Touche") as independent accountants
for the Company to audit its consolidated financial statements for the fiscal
year ending June 30, 1997 and to perform audit-related services. Such services
include review of periodic reports and registration statements filed by the
Company with the Securities and Exchange Commission and consultation in
connection with various accounting and financial reporting matters. Deloitte &
Touche also performs certain limited non-audit services for the Company.
The Board of Directors has directed that the appointment of Deloitte &
Touche be submitted to the stockholders for approval. If the stockholders should
not approve such appointment, the Audit Committee and the Board of Directors
would reconsider the appointment.
The Company has been advised by Deloitte & Touche that it expects to have a
representative present at the Meeting and that such representative will be
available to respond to appropriate questions. Such representative will also
have the opportunity to make a statement if he or she desires to do so.
---------------
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT
ACCOUNTANTS.
-6-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Class A Common Stock
Mr. Stanford R. Ovshinsky and his wife, Dr. Iris M. Ovshinsky (executive
officers, directors and founders of the Company), own of record 153,420 shares
and 65,601 shares, respectively (or approximately 69.8 percent and 29.8 percent,
respectively), of the outstanding shares of Class A Common Stock. Common Stock
is entitled to one vote per share and Class A Common Stock is entitled to 25
votes per share. Class A Common Stock is convertible into Common Stock on a
share-for-share basis at any time and from time to time at the option of the
holders, and will be deemed to be converted into Common Stock on a
share-for-share basis on September 14, 1999. As of November 18, 1996, Mr.
Ovshinsky also had the right to vote the 126,500 Sanoh Shares which, together
with the Class A Common Stock and 9,554 shares of Common Stock Mr. and Dr.
Ovshinsky own, give Mr. and Dr. Ovshinsky voting control over shares
representing approximately 35.1% of the combined voting power of the Company.
The following table sets forth, as of November 18, 1996, information
concerning the beneficial ownership of Class A Common Stock by each Director and
all executive officers and Directors of the Company as a group. All shares are
owned directly except as otherwise indicated. Under the rules of the Securities
and Exchange Commission, Stanford R. Ovshinsky and Iris M. Ovshinsky may each be
considered to beneficially own the shares held by the other.
Class A Total Number
Name of Common Stock of Shares
Beneficial Beneficially Benefically Percentage
Owner Owned(1)(2) Owned of Class
- ---------- ------------ ------------ ----------
Stanford R. Ovshinsky 153,420 153,420 69.8%
Iris M. Ovshinsky 65,601 65,601 29.8%
All other executive
officers and directors
as a group (13 persons) __ __ __
Total 219,021 219,021 99.6%
- --------------
(1) The balance of the 219,913 shares of Class A Common Stock outstanding,
892 shares, or approximately 0.4%, are owned by other members of Mr.
and Dr. Ovshinsky's family. Neither Mr. nor Dr. Ovshinsky has voting
or investment power with respect to such shares.
(2) On November 10, 1995, the Compensation Committee recommended, and the
Board of Directors approved, an amendment to Mr. and Dr. Ovshinsky's Stock
Option Agreements dated November 18, 1993 (the "Agreements") to permit Mr.
and Dr. Ovshinsky to exercise a portion (126,082 and 84,055 shares,
respectively) of their existing Common Stock option for Class A Common
Stock on the same terms and conditions as provided in the Agreements. The
shares of Class A Common Stock issuable upon exercise of the options under
the Agreements, as amended, are not included in the number of shares
indicated.
-7-
<PAGE>
Common Stock
Directors and Executive Officers. The following table sets forth, as of
November 18, 1996, information concerning the beneficial ownership of Common
Stock by each director and executive officer and for all directors and executive
officers of the Company as a group. All shares are owned directly except as
otherwise indicated.
Amount and Nature of % of
Name of Beneficial Owner Beneficial Ownership(1) Class(2)
- ------------------------ ----------------------- --------
Stanford R. Ovshinsky 706,139(3) 6.4%
Iris M. Ovshinsky 331,721(4) 3.1%
Robert C. Stempel 234,704(5) 2.2%
Nancy M. Bacon 212,520(6) 2.1%
Umberto Colombo 7,303(7) *
Jack T. Conway 25,670(8) *
Hellmut Fritzsche 25,796(9) *
Joichi Ito 20,264(10) *
Walter J. McCarthy, Jr. 17,303(11) *
Florence I. Metz 5,000(12) *
Haru Reischauer 46,352(13) *
Nathan J. Robfogel 13,233(14) *
Stanley K. Stynes 14,000(15) *
Subhash K. Dhar 30,510(16) *
Kenneth A. Pullis 1,200(17) *
All executive officers and directors
as a group (15 persons) 1,691,715 14.2%
- -------------------
* Less than 1%.
(1) Under the rules and regulations of the Securities and Exchange
Commission, a person is deemed to be the beneficial owner of a security
if that person has the right to acquire beneficial ownership of such
security within sixty days, whether through the exercise of options or
warrants or through the conversion of another security.
(2) Under the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock issuable upon exercise of options and
warrants or upon conversion of securities which are deemed to be
beneficially owned by the holder thereof (see Note (1) above) are deemed
to be outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by such person but are not
deemed to be outstanding for the purpose of computing the percentage of
the class owned by any other person.
-8-
<PAGE>
(3) Includes 417,869 shares (adjusted as of September 30, 1996) represented
by options exercisable within 60 days, the 126,500 Sanoh Shares over
which Mr. Ovshinsky has voting power, 153,420 shares of Class A Common
Stock which are convertible into Common Stock, and 750 shares represen-
ted by warrants exercisable within 60 days. Under the rules and regula-
tions of the Securities and Exchange Commission, Mr. Ovshinsky may be
deemed a beneficial owner of the shares of Common Stock and Class A
Common Stock owned by his wife, Iris M. Ovshinsky. Such shares are not
reflected in Mr. Ovshinsky's share ownership in this table.
(4) Includes 263,416 shares (adjusted as of September 30, 1996) represented
by options exercisable within 60 days, 65,601 shares of Class A Common
Stock which are convertible into Common Stock and 750 shares represented
by warrants exercisable within 60 days. Under the rules and regulations
of the Securities and Exchange Commission, Dr. Ovshinsky may be deemed a
beneficial owner of the shares of Common Stock and Class A Common Stock
owned by her husband, Stanford R. Ovshinsky. Such shares are not
reflected in Dr. Ovshinsky's share ownership in this table.
(5) Includes 196,300 shares represented by options exercisable within 60
days and 14,000 shares represented by warrants exercisable within 60
days.
(6) Includes 199,940 shares represented by options exercisable within 60
days and 6,000 shares represented by warrants exercisable within 60
days.
(7) Includes 7,000 shares represented by options exercisable within 60 days.
(8) Includes 7,000 shares represented by options exercisable within 60 days
and 4,000 shares represented by warrants exercisable within 60 days.
(9) Includes 15,286 shares represented by options exercisable within 60 days
and 1,980 shares represented by warrants exercisable within 60 days.
(10) Includes 19,836 shares represented by options exercisable within 60
days.
(11) Includes 7,000 shares represented by options exercisable within 60 days.
(12) Includes 2,000 shares represented by options exercisable within 60 days.
(13) Includes 27,000 shares represented by options exercisable within 60
days, and 15,885 shares of Common Stock held in a trust of which Mrs.
Reischauer is trustee.
(14) Includes 12,000 shares represented by options exercisable within 60
days.
(15) Includes 3,000 shares represented by options exercisable within 60 days.
(16) Includes 30,510 shares represented by options exercisable within 60
days.
(17) Includes 1,200 shares represented by options exercisable within 60 days.
-9-
<PAGE>
Principal Shareholders. The following table sets forth, as of November 18,
1996, to the knowledge of the Company, the beneficial holders of more than 5% of
the Company's Common Stock (see footnotes for calculation used to determine
"percentage of class" category):
Amount and
Nature of
Name and Address of Beneficial Percentage of
Beneficial Holder Ownership Class(1)
- ------------------- ---------- -------------
Stanford R. and Iris M. Ovshinsky 1,037,860(2) 9.1 %
1675 West Maple Road
Troy, Michigan 48084
(1) Under the rules and regulations of the Securities and Exchange Commission,
shares of Common Stock issuable upon exercise of options and warrants or
upon conversion of securities which are deemed to be beneficially owned by
the holder thereof are deemed to be outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by
such person but are not deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person.
(2) Includes 219,021 shares of Class A Common Stock owned by Mr. and Dr.
Ovshinsky (which shares are convertible at any time into Common Stock and
will be deemed to be converted into Common Stock on September 14, 1999),
9,554 shares of Common Stock owned by Mr. and Dr. Ovshinsky, 126,500
shares of Sanoh Shares over which Mr. Ovshinsky has voting rights, 681,285
shares represented by options exercisable within 60 days and 1,500 shares
represented by warrants exercisable within 60 days held by Mr. and Dr.
Ovshinsky.
-10-
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Served As An Executive
Name Age Office Officer or Director Since
----- --- ------ -------------------------
<S> <C> <C> <C>
Stanford R. Ovshinsky 74 President, Chief Executive Officer 1960(1)
and Director
Iris M. Ovshinsky 69 Vice President and Director 1960(1)
Robert C. Stempel 63 Executive Director and Director 1995
Nancy M. Bacon 50 Senior Vice President-- 1976
Government Contracts and
International Projects and Director
Hellmut Fritzsche 69 Vice President and Director 1969
Subhash K. Dhar 45 President and Chief Operating 1986
Officer of Ovonic Battery
Kenneth A. Pullis 55 Acting Chief Financial Officer and 1993
Treasurer
</TABLE>
(1) The predecessor of the Company was originally founded in 1960. The present
corporation was incorporated in 1964 and is the successor by merger of the
predecessor corporation.
See "Item No. 1, Election of Directors" for information relating to
Stanford R. Ovshinsky, Iris M. Ovshinsky, Robert C. Stempel, Nancy M. Bacon and
Hellmut Fritzsche.
Subhash K. Dhar joined the Company in 1981 and has held various positions
with Ovonic Battery since its inception in October 1982. Mr. Dhar has served as
Chief Operating Officer of Ovonic Battery since 1986 and President since 1987.
Kenneth A. Pullis joined the Company in 1982 as Controller. Mr. Pullis was
elected Acting Chief Financial Officer and Treasurer of the Company in August
1993.
-11-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company during
its last three fiscal years to its Chief Executive Officer and each of its other
four most highly compensated executive officers for the fiscal year ended June
30, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation
<S> <C> <C> <C> <C> <C> <C>
All
Restricted Options Other
Name and Principal Fiscal Stock (Number Compen-
Position Year(1) Salary(2) Bonus Award of Shares sation(3)
- ------------------ ------- --------- ----- ---------- --------- ---------
Stanford R. Ovshinsky, 1996 $267,800 $90,741 - $ 10,017
President and Chief 1995 $256,567 - 294,957(5) $ 8,798
Executive Officer (4) 1994 $229,615 - 153,369(5) $ 8,122
Iris M. Ovshinsky, 1996 $255,004 - $ 5,726
Vice President 1995 $153,846 196,888 $ 4,726
1994 $134,712 102,246 $ 3,457
Robert C. Stempel, 1996 $125,008 $50,312 125,000 $ 3,159
Executive Director (6) 1995 - 179,000 -
1994 - 35,000 -
Nancy M. Bacon, 1996 $235,472 25,000 $ 5,794
Senior Vice 1995 $225,000 160,200 $ 4,879
President--Government 1994 $156,884 - $ 3,748
Contracts and International
Projects
Subhash K. Dhar, 1996 $209,503 $15,000 62,040 $ 5,283
President and Chief 1995 $165,769 - 3,980 $ 4,267
Operating Officer of Ovonic 1994 $123,461 - 24,530 $ 420
Battery
</TABLE>
- --------------
(1) The Company's fiscal year is July 1 to June 30. The Company's 1996 fiscal
year ended June 30, 1996.
(2) Amounts shown include compensation deferred under the Company's 401(k)
Plan. Does not include taxable income resulting from exercise of stock
options.
(3) "All Other Compensation" is comprised of (i) contributions made by the
Company to the accounts of each of the named executive officers under the
Company's 401(k) Plan with respect to each of the fiscal years ended June
30, 1996, 1995 and 1994, respectively, as follows: Dr. Ovshinsky $2,500,
$1,500 and $231; Mrs. Bacon $4,500, $4,096 and $2,965; Mr. Dhar $4,500
-12-
<PAGE>
(1996) and $3,808 (1995); (ii) the dollar value of any life insurance
premiums paid by the Company in the fiscal years ended June 30, 1996, 1995
and 1994, respectively, with respect to term-life insurance for the
benefit of each of the named executives as follows: Mr. Ovshinsky $10,017,
$8,798 and $8,122; Dr. Ovshinsky $3,226 for each of the three fiscal
years; Mr. Stempel $3,159 (1996); Mrs. Bacon $1,294 for 1996 and $783 for
each of 1995 and 1994;and Mr. Dhar $783, $459 and $420. Under the 401 (k)
Plan, which is a qualified defined- contribution plan, the Company makes
matching contributions periodically on behalf of the participants in the
amount of 50% of each such participant's contributions. These matching
contributions are limited to 3% of a participant's salary, up to $150,000
for 1996. Prior to October 1994, the matching contributions were limited
to 2% of a participant's salary.
(4) In September 1993, Mr. Ovshinsky entered into separate employment
agreements with the Company and Ovonic Battery. See "Employment
Agreements." The amounts indicated include compensation received by Mr.
Ovshinsky pursuant to the Employment Agreements with the Company and
Ovonic Battery.
(5) Does not include option to purchase shares of Ovonic Battery. See
"Employment Agreements."
(6) Mr. Stempel joined the Company in December 1995. The salary reported is
for the six month period January 1996 - June 1996. Options indicated for
1994 and 1995 were granted to Mr. Stempel prior to his becoming an
executive officer of the Company.
-13-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all options granted to the named executive
officers during the fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term(1)
- ------------------------------------------------------------------------------- ----------------------------
% of Total
Options
Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#) Year ($/#) Date 0% 5% 10%
---- ------- ----------- -------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stanford R. Ovshinsky - - - - - - -
Iris M. Ovshinsky - - - - - - -
Robert C. Stempel 50,000 $15.75 12/19/2005 - $495,254 $1,255,072
50,000 $20.125 3/12/2006 - $632,825 $1,603,703
25,000 $23.00 6/25/20006 - $361,614 $ 916,401
-------
125,000 35.39%
Nancy M. Bacon 25,000 7.07% $20.125 3/12/20006 - $316,412 $ 801,851
Subhash K. Dhar 62,040 17.56% $16.75 9/1/2005 - $653,528 $1,656,169
</TABLE>
- --------------
(1) The potential realizable value amounts shown illustrate the values that
might be realized upon exercise immediately prior to the expiration of
their term using 5% and 10% appreciation rates as required to be used in
this table by the Securities and Exchange Commission, compounded annually,
and are not intended to forecast possible future appreciation, if any, of
the Company's stock price. Additionally, these values do not take into
consideration the provisions of the options providing for
nontransferability or termination of the options following termination of
employment.
-14-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth all stock options exercised by the named
executives during the fiscal year ended June 30, 1996 and the number and value
of unexercised options held by the named executive officers at fiscal year end.
<TABLE>
<CAPTION>
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised
on Value Options at Fiscal Year in-the-Money Options
Exercise Realized End at Fiscal Year End
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Stanford R. Ovshinsky(1) - - 359,270/146,974 $3,200,752/$1,583,720
Iris M. Ovshinsky (2) 15,000 $132,500 219,275/103,132 $1,914,020/$1,110,544
Robert C. Stempel (3) - - 117,100/207,900 $1,229,012/$1,482,612
Nancy M. Bacon (4) 12,000 $168,156 152,380/110,620 $2,072,547/$984,227
Subhash K. Dhar (5) 46,862 $583,046 24,816/44,112 $145,794/$311,299
</TABLE>
- --------------
(1) Mr. Ovshinsky's exercisable and unexercisable options are exercisable at a
weighted average price of $10.83 per share and $11.85 per share,
respectively.
(2) Dr. Ovshinsky's exercisable and unexercisable options are exercisable at a
weighted average price of $10.75 per share and $11.86 per share,
respectively.
(3) Mr. Stempel's exercisable and unexercisable options are exercisable at a
weighted average price of $12.13 and $15.54 per share, respectively.
(4) Mrs. Bacon's exercisable and unexercisable options are exercisable at a
weighted average price of $9.82 per share and $13.73 per share,
respectively.
(5) Mr. Dhar's exercisable and unexercisable options are exercisable at a
weighted average price of $15.57 per share and $16.75 per share,
respectively.
EMPLOYMENT AGREEMENTS
On September 2, 1993, Stanford R. Ovshinsky entered into separate
employment agreements with each of the Company and Ovonic Battery in order to
define clearly his duties and compensation arrangements and to provide to each
company the benefits of his management efforts and future inventions. The
initial term of each employment agreement is six years. Mr. Ovshinsky's
employment agreement with the Company provides for an annual salary of not less
than $100,000, while his agreement with Ovonic Battery provides for an annual
salary of not less than $150,000. Both agreements provide for annual increases
to reflect increases in the cost of living, discretionary annual increases as
determined by the Board of Directors of the Company and an annual bonus equal to
1% of the net income from operations of the Company (excluding Ovonic Battery)
or Ovonic Battery.
-15-
<PAGE>
Mr. Ovshinsky's employment agreement with Ovonic Battery additionally
provides for a right to vote the shares of Ovonic Battery held by the Company
following a change in control of the Company. For purposes of the agreement,
change in control means (i) any sale, lease, exchange or other transfer of all
or substantially all of the Company's assets; (ii) the approval by the Company's
stockholders of any plan or proposal of liquidation or dissolution of the
Company; (iii) the consummation of any consolidation or merger of the Company in
which the Company is not the surviving or continuing corporation; (iv) the
acquisition by any person of 30 percent or more of the combined voting power of
the then outstanding securities having the right to vote for the election of
directors; (v) changes in the constitution of the majority of the Board of
Directors; (vi) the holders of the Class A Common Stock ceasing to be entitled
to exercise their preferential voting rights other than as provided in the
Company's charter and (vii) bankruptcy. In the event of mental or physical
disability or death of Mr. Ovshinsky, the foregoing power of attorney and proxy
will be exercised by Dr. Iris M. Ovshinsky.
Pursuant to his employment agreement with Ovonic Battery, Mr. Ovshinsky
was granted stock options, exercisable at a price of $16,216 per share to
purchase 185 shares (adjusted from a price of $50,000 per share to purchase 60
shares pursuant to the anti-dilution provisions of the option agreement) of
Ovonic Battery's common stock, representing approximately 6% of Ovonic Battery's
outstanding common stock. The Ovonic Battery stock options will vest on a
quarterly basis over six years commencing with the quarter beginning October 1,
1993, subject to Mr. Ovshinsky's continued performance of his obligations to
Ovonic Battery under his employment agreement. Vesting of the stock options will
accelerate in the event of Mr. Ovshinsky's death, mental or physical disability
or termination of employment without cause and in the event of a change in
control of the Company.
COMPENSATION COMMITTEE REPORT
Organization and Compensation Committee.
During the fiscal year ended June 30, 1996, the Compensation Committee was
composed of Mr. Conway, Mr. McCarthy and Dr. Metz. None of the Compensation
Committee members are or were during the last fiscal year an officer or employee
of the Company or any of its subsidiaries, or had any business relationship with
the Company or any of its subsidiaries.
The Compensation Committee is responsible for administering the policies
which govern both annual compensation of executive officers and the Company's
stock option plans. The Compensation Committee meets several times during the
year to review recommendations from management regarding stock options and
compensation. Compensation and stock option recommendations are based upon
performance, current compensation, stock option ownership, and years of service
to the Company. The Company does not have a formal bonus program for executives,
although it has awarded bonuses to its executives from time to time.
Base Salary.
The Compensation Committee considers the Company's financial position and
other factors in determining the compensation of its executive officers. These
factors include remaining competitive within the relevant hiring market--whether
scientific, managerial or otherwise--so as to enable the Company to attract and
retain high quality employees, and, where appropriate, linking a component of
compensation to the performance of the Company's Common Stock--such as by a
granting of stock option or similar equity-based compensation--to instill
ownership thinking and align the employees' and stockholders' objectives.
-16-
<PAGE>
Stock Options.
Stock option grants to Mr. Stempel, Mrs. Bacon and Mr. Dhar were made by
the Compensation Committee in accordance with the Compensation Committee's
evaluation of their contributions to the Company and years of service. See
"Option Grants in Last Fiscal Year." While Mr. Ovshinsky and Mr. Stempel
participate in formulating the recommendation of management regarding the grant
of stock options, neither one participates in the deliberations of the
Compensation Committee.
Chief Executive Officer Compensation.
During the Company's fiscal year ended June 30, 1994, several changes were
made in the compensation arrangements between the Company and its Chief
Executive Officer, Stanford R. Ovshinsky. The principal purpose of these changes
was to recognize Mr. Ovshinsky's significant past and current contributions to
the Company. The Compensation Committee believes these changes were appropriate
in light of Mr. Ovshinsky's primary role in implementing the Company's strategic
plan and the absence of any material increases in Mr. Ovshinsky's cash or other
compensation during the Company's preceding six fiscal years.
In September 1993, Mr. Ovshinsky entered into separate employment
agreements with each of the Company and Ovonic Battery. The purpose of these
agreements, which provide for the payment to Mr. Ovshinsky of an annual salary
of not less than $100,000 by the Company and not less than $150,000 by Ovonic
Battery, was to define clearly Mr. Ovshinsky's duties and compensation
arrangements and to provide to each company the benefits of his management
efforts and future inventions. The bonus award to Mr. Ovshinsky for the fiscal
year ended June 30, 1996 was made in accordance with the formula set forth in
the Employment Agreements. See "Employment Agreements."
COMPENSATION COMMITTEE
Jack T. Conway
Walter J. McCarthy, Jr.
Florence I. Metz
-17-
<PAGE>
PERFORMANCE GRAPH
The line graph below compares the cumulative total stockholder return on
the Company's Common Stock over a five-year period with the return (I) on the
NASDAQ Stock Market - US Index, (ii) the Hambrecht & Quist Technology Index
("Technology Index") and (iii) the NASDAQ Electronic Components Index
("Electronic Components Index"). The Company believes that the companies
included in the Electronic Components Index contained in the Form 10-K for the
year ended June 30, 1995 ("1995 10-K") did not represent the diverse business
activities and technologies of the Company. The Company has determined that it
is appropriate to substitute the Technology Index for the Electronic Components
Index because the companies which make up the Technology Index are broadly
defined technology companies. In order to provide the stockholders with a basis
against which to evaluate the Company's results consistent with that contained
in the 1995 10-K, the graph below contains a comparison of the Company's
stockholders' return with, among other indices, that of the Electronic
Components Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ENERGY CONVERSION DEVICES, INC., THE NASDAQ STOCK MARKET-US INDEX,
THE NASDAQ ELECTRONIC COMPONENTS INDEX AND THE HAMBRECHT & QUIST
TECHNOLOGY INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------------------------------------
6/91 6/92 6/93 6/94 6/95 6/96
<S> <C> <C> <C> <C> <C> <C> <C>
Energy Conversion Devices, Inc. ENER 100 160 193 218 289 404
NASDAQ Stock Market-US INAS 100 120 151 153 204 261
NASDAQ Electronic Components INAE 100 122 210 231 476 503
H & Q Technology IHQT 100 114 139 141 236 280
* $100 INVESTED ON 06/30/91 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
</TABLE>
The total return with respect to NASDAQ Stock Market -US Index, the
Technology Index and NASDAQ Electronic Components Index assumes that $100 was
invested on June 30, 1991, including reinvestment of dividends.
ECD has paid no cash dividends in the past and no cash dividends are
expected to be paid in the near future.
The Report of the Compensation Committee on Executive Compensation and the
Performance Graph are not deemed to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or Securities Exchange
Act of 1934, as amended, or incorporated by reference in any documents so filed.
-18-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Canon/United Solar. In June, 1990, the Company formed United Solar, a
joint venture with Canon, in which Canon and the Company each own 49.98% of the
outstanding shares, with the balance held by Mrs. Haru Reischauer, a member of
the Company's Board of Directors. Mrs. Reischauer is also a director of United
Solar. In 1995, United Solar placed an approximately $8,000,000 order with the
Company for new machinery and equipment to upgrade and expand its photovoltaic
production capacity. In the year ended June 30, 1996, the Company performed
various laboratory, shop, patent and research services for United Solar for
which United Solar was charged approximately $128,000. In the year ended June
30, 1996, United Solar billed ECD for approximately $289,000 for work performed
in accordance with the DOE PV Bonus contract.
GM Ovonic. In October 1995, the Company received a $3,700,000 order, as
amended, from GM Ovonic for battery manufacturing equipment. In the year ended
June 30, 1996, the Company recorded revenues of $4,118,000, including the
aforementioned machine-building revenue, from GM Ovonic representing sales of
battery packs and machines and other services performed for GM Ovonic.
Miscellaneous. Herbert Ovshinsky, Stanford R. Ovshinsky's brother, is
employed by the Company as Director of Technology Production and Machine
Building Division working principally in the design of manufacturing equipment.
He received $115,000 in salary during the year ended June 30, 1996.
Section 16(a) Beneficial Ownership Reporting Compliance. Under Section
16(a) of the Securities Exchange Act of 1934, the Company's directors and
executive officers are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose any failure to file by
these dates during the fiscal year ended June 30, 1996. During the 1996 fiscal
year, all the filing requirements were satisfied except that Jack T. Conway and
Nancy M. Bacon each filed one late report reporting changes in the ownership of
the Company's Common Stock. In making this disclosure, the Company has relied on
the representation of its directors and executive officers and copies of the
reports that they have filed with the Securities and Exchange Commission.
ADDITIONAL INFORMATION
Cost of Solicitation. The cost of solicitation will be borne by the
Company. In addition to solicitation by mail, directors, officers and other
employees of the Company may solicit proxies personally or by telephone or other
means of communication. Arrangements may be made with brokerage houses and other
custodians, nominees and fiduciaries to forward, at the expense of the Company,
copies of the proxy materials to the beneficial owners of shares held of record
by such persons. The Company also intends to hire Morrow & Co., at an
anticipated cost of approximately $3,500 plus out-of-pocket expenses, to assist
it in the solicitation of proxies personally, by telephone, or by other means.
Other Action at the Meeting. The Company's management, at the time hereof,
does not know of any other matter to be presented which is a proper subject for
action by the stockholders at the Meeting. If any other matters shall properly
come before the Meeting, the shares represented by a properly executed proxy
will be voted in accordance with the judgment of the persons named on the proxy.
-19-
<PAGE>
Stockholder Proposals for 1997 Annual Meeting. Proposals of stockholders
intended to be presented at the Company's next annual meeting of stockholders,
presently expected to be held during January 1998 must be received by the
Company no later than August 2, 1997 in order for those proposals to be included
in the proxy materials for the meeting.
---------------
Stockholders are urged to send in their proxies without delay.
By Order of the Board of Directors
Robert C. Stempel
Chairman of the Board
December 2, 1996
-20-
<PAGE>
ENERGY CONVERSION DEVICES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROGER JOHN LESINSKI and GHAZALEH KOEFOD and
each of them, with power of substitution, and in place of each, in case of
substitution, his or her substitute, the attorneys and proxies for and on behalf
of the undersigned to attend the Annual Meeting of Stockholders (the "Meeting")
of ENERGY CONVERSION DEVICES, INC. (the "Company") to be held at Institute for
Amorphous Studies, 1050 East Square Lake Road, Bloomfield Hills, Michigan, on
Thursday, January 16, 1997 at 10:00 a.m. (E.S.T.)and any and all adjournments
thereof, and to cast the number of votes the undersigned would be entitled to
vote if then personally present. The undersigned instructs such proxies to vote
as specified on this card.
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 ALL NOMINEES FOR DIRECTORS AND FOR PROPOSALS 2 AND 3 AS DESCRIBED
IN THE ACCOMPANYING PROXY STATEMENT.
The Board of Directors of the Company recommends a vote FOR Proposals 1 and
2.
1. Election of Directors: Stanford R. Ovshinsky, Iris M. Ovshinsky, Robert C.
Stempel, Nancy M. Bacon, Umberto Colombo, Jack T. Conway, Hellmut Fritzsche,
Joichi Ito, Walter J. McCarthy, Jr., Florence I. Metz, Haru Reischauer,
Nathan J. Robfogel and Stanley K. Stynes.
VOTE FOR ALL THIRTEEN NOMINEES LISTED ABOVE
VOTE WITHHELD FOR ALL NOMINEES (except as directed to the contrary below):
INSTRUCTION: To withhold authority to vote for any nominee, write that nominee's
name in the space provided below:
- --------------------------------------------------------------------------------
2. Proposal to appoint Deloitte & Touche LLP as independent accountants for the
fiscal year ending June 30, 1997.
FOR AGAINST ABSTAIN
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.
---------------------------- Dated: -------------------,
Signature:
---------------------------- Dated: -------------------,
Signature:
Please sign exactly as your name appears above. If shares are registered in
the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians, attorneys and corporate officers should
show their full titles.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
If you have changed your address, please PRINT your new address above.
<PAGE>
