=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
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
______________________
FORUM GROUP, INC.
(Name of Registrant as specified in its Charter)
______________________
Payment of Filing Fee (Check the appropriate box):
[x ] $125 per Exchange Act Rule 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: Not Applicable
(2) Aggregate number of securities to which transaction
applies: Not Applicable
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid: Not Applicable
[ ] 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: Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable
=====================================================================
<PAGE>
FORUM GROUP, INC.
11320 Random Hills Road, Suite 400
Fairfax, Virginia 22030
Telephone: (703) 277-7000
August 4, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting
of Shareholders of Forum Group, Inc., which will be held at
Westfields International Conference Center, 14750 Conference
Center Drive, Chantilly, Virginia, on Wednesday, September 13,
1995, at 9:00 a.m., Eastern time. All holders of the Company's
outstanding common stock as of the close of business on July 24,
1995 are entitled to vote at the Annual Meeting.
Enclosed for your information are the Company's Proxy
Statement and Annual Report to Shareholders. We hope that you
find these materials informative.
We hope you will be able to attend the Annual Meeting.
Whether or not you expect to attend, you are urged to complete,
sign, date and return the enclosed proxy card in the enclosed
envelope as promptly as possible in order to make certain that
your shares will be represented at the Annual Meeting.
ROBERT A. WHITMAN MARK L. PACALA
Chairman of the Board President and Chief Executive Officer
<PAGE>
FORUM GROUP, INC.
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 13, 1995
-------------------
The Annual Meeting of Shareholders of Forum Group, Inc. (the
"Company") will be held at Westfields International Conference
Center, 14750 Conference Center Drive, Chantilly, Virginia, on
Wednesday, September 13, 1995, at 9:00 a.m., Eastern time, for
the following purposes:
1. To elect nine directors to serve for one-year terms
expiring in 1996;
2. To consider and vote upon the ratification of the
appointment of independent accountants for the Company's fiscal
year ending March 31, 1996; and
3. To transact any other business which may be properly
brought before the Annual Meeting.
The close of business on July 24, 1995 has been fixed as the
record date for determining the shareholders entitled to notice
of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
RICHARD A. HUBER
Secretary
August 4, 1995
<PAGE>
FORUM GROUP, INC.
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
September 13, 1995
Introduction
The Board of Directors (the "Board") of Forum Group, Inc.
(the "Company") is soliciting proxies to be voted at the 1995
Annual Meeting of Shareholders (the "Annual Meeting") to be held
in Chantilly, Virginia, on September 13, 1995 and at any
adjournment thereof. This Proxy Statement and the enclosed proxy
are first being mailed to shareholders on or about August 4,
1995.
Shares Entitled to Vote
Holders of shares of the common stock of the Company
("Common Stock") outstanding at the close of business on July 24,
1995 (the "Record Date") are entitled to notice of the Annual
Meeting and to vote such shares at the Annual Meeting. At the
close of business on the Record Date, there were 22,500,209
shares of Common Stock outstanding and entitled to vote at the
Annual Meeting. Each such share of Common Stock is entitled to
one vote at the Annual Meeting. A majority of such shares of
Common Stock represented in person or by proxy is necessary to
provide a quorum at the Annual Meeting.
Voting of Proxies
This proxy solicitation is intended to afford shareholders
the opportunity to vote regarding the election of directors and
the appointment of independent accountants, and in respect of
such other matters as may be properly brought before the Annual
Meeting. Apollo FG Partners, L.P. ("AFG") and Forum Holdings,
L.P. ("Forum Holdings" and, together with AFG, the "Investors")
together possess voting power with respect to approximately 80.7%
of the shares of Common Stock outstanding at the close of
business on the Record Date. See "Security Ownership of Certain
Beneficial Owners and Management." The Investors presently
intend to vote all such shares for the election of the nominees
for directors identified below and for the ratification of the
appointment of independent public accountants. Accordingly, in
such circumstances, such matters would receive the requisite vote
regardless of whether or the manner in which shares of Common
Stock owned by any other shareholder are voted at the Annual
Meeting.
A proxy may be revoked by filing with the Secretary of the
Company prior to the exercise of the proxy either a written
instrument revoking the proxy or an executed subsequent proxy or
by voting in person at the Annual Meeting. Where a shareholder's
proxy specifies a choice with respect to a matter the shares will
be voted accordingly. If no such specification is made, the
shares will be voted FOR the nominees for directors identified
below and FOR the ratification of the appointment of independent
public accountants.
Abstentions and broker non-votes will be included in
determining the number of shares present or represented at the
Annual Meeting and any adjournment thereof for purposes of
determining whether a quorum exists. Abstentions and broker
non-votes with respect to any matter brought to a vote at the
Annual Meeting or any adjournment thereof will be treated as
shares not voted for purposes of determining whether the
requisite vote has been obtained, and therefore will have no
effect on the outcome of the vote on any such matter.
<PAGE>
ELECTION OF DIRECTORS
The Board has nominated the following nine persons to be
elected at the Annual Meeting to serve until the next annual
meeting of shareholders and until their respective successors
shall have been elected and qualified -- Laurence M. Berg, Peter
P. Copses, Daniel A. Decker, James E. Eden, Mark L. Pacala,
Kurt C. Read, Antony P. Ressler, Robert A. Whitman and Margaret
A. Wylde, each of whom (other than Mr. Eden and Dr. Wylde) is
employed by the Company or an entity affiliated with one of the
Investors. All such persons (other than Mr. Read and Dr. Wylde)
are presently directors of the Company and are nominees for
re-election. The other directors of the Company presently in
office will not stand for re-election at the Annual Meeting and
accordingly will cease to be directors of the Company when their
terms expire at the Annual Meeting. The Board is presently
engaged in a search to identify another person who is not
affiliated with the Company or either of the Investors to be
elected to the Board. It is expected that he or she will be
elected to the Board following the Annual Meeting by the
directors then in office.
Information regarding the persons nominated for election as
directors at the Annual Meeting is set forth below. A plurality
of all votes cast at the Annual Meeting or any adjournment
thereof is required to elect each of the nominees as directors.
The Board recommends that shareholders vote FOR the election
of each of the nominees identified below. Proxies solicited by
the Board will be so voted except where authority has been
withheld.
It is presently anticipated that at the first meeting of the
Board following the Annual Meeting Mr. Pacala will become
Chairman of the Board (in addition to being the Company's
President and Chief Executive Officer).
Name, Principal Occupation Served as a
and Business Experience Director Since Age
-------------------------- -------------- ---
Laurence M. Berg 1994 29
An associate of Apollo Capital Management,
Inc. ("ACM") and Lion Capital Management,
Inc. ("LCM"), respectively, general partners
of Apollo Advisors, L.P. ("Apollo Advisors"),
which acts as managing general partner of
Apollo Investment Fund, L.P. ("AIF") and AIF
II, L.P., securities investment funds, and
Lion Advisors, L.P. ("Lion Advisors"), which
serves as financial advisor and
representative for certain institutional
investors with respect to securities
investments, since 1992; theretofore employed
by Drexel Burnham Lambert Incorporated
("DBL"), an investment firm; director of CWT
Specialty Stores, Inc., a company owning and
operating women's specialty clothing stores.
Peter P. Copses 1993 37
An officer of ACM and LCM since 1990;
theretofore employed by Donaldson, Lufkin and
Jenrette Securities Corporation, an
investment firm; director of Lamonts Apparel,
Inc., a company owning and operating clothing
and department stores; Calton, Inc., a
homebuilder with operations in New Jersey,
California and Florida; Family Restaurants,
Inc. ("Family Restaurants"), a company
engaged in the restaurant industry; and Zale
Corporation, a company owning and operating
jewelry stores.
Daniel A. Decker 1993 42
Managing Director and Executive Vice
President of The Hampstead Group, L.L.C.
("Hampstead"), a privately held investment
company, since 1990; theretofore a partner in
the law firm of Decker, Hardt, Munsch and
Dinan, P.C.; director of Harvey Hotel
Holdings, Inc. ("Harvey Hotels"), an owner
and operator of 35 hotels in the Southwest
and Southeast.
2
<PAGE>
Name, Principal Occupation Served as a
and Business Experience Director Since Age
-------------------------- -------------- ---
James E. Eden 1993 57
Owner of James E. Eden & Associates, a
consulting firm specializing in the senior
living and long-term care industry, President
of Eden & Associates, Inc., a company engaged
in the senior living and long-term care
industry, and Chairman and Chief Executive
Officer of Oakwood Living Centers, Inc., a
company which owns and operates nursing homes
and rehabilitation centers, since 1992;
theretofore employed by Marriott Corporation
("Marriott"), a company which owns and
operates, among other properties, senior
living facilities, in various capacities
including Executive Vice President and Vice
President and General Manager, Senior Living
Services Division; director of Omega
Healthcare Investors, Inc., a real estate
investment trust which owns long-term
healthcare facilities.
Mark L. Pacala 1994 40
President and Chief Executive Officer of the
Company since 1994; theretofore Senior Vice
President of The Walt Disney Company, a
company which, among other things, owns and
operates theme parks and resorts.
Kurt C. Read N/A 32
Vice President of Hampstead since 1990;
theretofore an officer of Columbia Realty
Group, a real estate investment advisory
firm.
Antony P. Ressler 1993 34
One of the founding principals of Apollo
Advisors and Lion Advisors and an officer of
ACM and LCM since 1990; theretofore Senior
Vice President of DBL; director of Family
Restaurants; Gillett Holdings,Inc., a company
which owns the Vail and Beaver Creek ski
resorts and a meat packing business; PRI
Holdings, Inc., a company engaged in the
manufacture of packaging materials; and
United International Holdings, Inc., a
company engaged in the cable television
industry.
Robert A. Whitman 1993 42
President and Co-Chief Executive Officer of
Hampstead since 1991; theretofore Managing
Partner and Chief Executive Officer of
Trammell Crow Ventures, the real estate
investment, banking and investment management
unit of Trammell Crow Company; director of
Harvey Hotels, an owner and operator of 35
hotels in the Southwest and Southeast;
Wyndham Hotel Company, Ltd., an owner and
operator of hotels and resorts; and The Covey
Leadership Center, Inc., a training and
publishing firm; Mr. Whitman has been
Chairman of the Board of the Company since
1993 and also served as interim President and
Chief Executive Officer of the Company from
1993 to 1994.
Margaret A. Wylde, Ph.D. N/A 45
President of ProMatura Group, a division of
the Institute of Technology Development which
provides market research, planning, product
development and product testing services to
businesses serving seniors, and Chairman of
the Board of Directors of LifeSpec Cabinet
Systems, Inc. ("LifeSpec"), a manufacturer of
cabinetry designed for use in senior housing;
director of LifeSpec and of the National
Association of Senior Living Industries, the
American Society on Aging and the Business
Forum on Aging.
3
<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The management of the Company is under the direction of the
Board. The Board held five meetings during the Company's fiscal
year ended March 31, 1995 ("Fiscal Year 1995"). Each director
attended at least 75% of the meetings of the Board held while he
or she was a director, and each director appointed to serve on
one or more committees of the Board attended at least 75% of the
meetings of such committee or committees held while he or she was
a member thereof.
Board Committees
The Board has established an Executive Committee, which has
the authority, subject to applicable legal restrictions, to
exercise all of the powers of the Board in the oversight of the
management of the business and affairs of the Company. During
Fiscal Year 1995, the Executive Committee met approximately 24
times. Messrs. Copses, Pacala and Whitman presently serve on the
Executive Committee. The Board has authorized the Executive
Committee to perform the functions of a nominating committee.
Accordingly, the Executive Committee is also responsible for
considering and making recommendations to the Board regarding
nominees for election to the Board and Board committee
assignments. The Executive Committee will consider
recommendations for nominees for election to the Board which may
be submitted by shareholders to the Secretary of the Company.
The Board has established a Compensation Committee, which
reviews executive salaries, administers the bonus, incentive
compensation and stock option plans of the Company and approves
salaries and other benefits of the executive officers of the
Company. In addition, the Compensation Committee consults with
the Company's management regarding pension and other benefit
plans and compensation policies and practices of the Company.
During Fiscal Year 1995, the Compensation Committee met two
times. Messrs. Copses and Decker presently serve on the
Compensation Committee, and it is anticipated that, following the
Annual Meeting, Ms. Wylde will also become a member of the
Compensation Committee.
The Board has established an Audit Review Committee, which
reviews the professional services provided by the Company's
independent auditors and the independence of such auditors from
management of the Company. This Committee also reviews the scope
of the audit by the Company's independent accountants, the annual
financial statements of the Company, the Company's system of
internal accounting controls and such other matters with respect
to the accounting, auditing and financial reporting practices and
procedures of the Company as it finds appropriate or as are
brought to its attention, and meets from time to time with
management. During Fiscal Year 1995, the Audit Review Committee
met two times. Messrs. Berg and Eden presently serve on the
Audit Review Committee, and it is anticipated that, following the
Annual Meeting, Mr. Read will also become a member of the Audit
Review Committee.
Director Compensation
The Company pays each director who is not also a full-time
employee of the Company an annual retainer of $15,000, payable
quarterly, for his or her services as a director of the Company.
In addition, each such director generally receives $500 for each
meeting of any Board committee attended by such director. All
directors are reimbursed for their reasonable out-of-pocket
expenses incurred in connection with attendance at meetings of,
and other activities relating to, serving on the Board and any
Board committee. No compensation has been paid for attendance at
meetings of the Executive Committee.
4
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board has appointed KPMG Peat Marwick LLP ("Peat
Marwick") as independent accountants to examine the consolidated
financial statements of the Company for the fiscal year ending
March 31, 1996. Shareholders are being asked to ratify this
appointment at the Annual Meeting. Peat Marwick has served the
Company in this capacity since 1984. The Company has been
informed that neither Peat Marwick nor any of its partners has
any direct financial interest or any material indirect financial
interest in the Company or has had any connection during the past
three years with the Company in the capacity of promoter,
underwriter, voting trustee, director, officer or employee.
One or more representatives of Peat Marwick are expected to
be available at the Annual Meeting with the opportunity to make a
statement if they desire to do so and to respond to appropriate
questions.
OTHER BUSINESS
The Board does not know of any business to be presented for
consideration at the Annual Meeting or any adjournment thereof
other than as stated in the Notice of Annual Meeting. The
affirmative vote of the holders of a majority of the shares of
Common Stock represented at the Annual Meeting or any adjournment
thereof and actually voted would be required with respect to any
such other matter that is properly presented and brought to a
shareholder vote.
5
<PAGE>
EXECUTIVE OFFICERS
The names of the executive officers of the Company as of the
date of this Proxy Statement (other than Messrs. Whitman and
Pacala, who are also members of the Board (see "Election of
Directors" above)), their positions and offices, business
experience, terms of office and ages are as follows:
Served as an
Name, Positions and Offices, Executive Officer
and Business Experience Since Age
---------------------------- ----------------- ---
James R. Foulger 1995 51
Senior Vice President - Acquisitions of
the Company since 1995; theretofore
President of Autumn America Retirement,
Ltd. ("Autumn America"), a company which
provides acquisition and management
services to owners of senior living
facilities. Mr. Foulger has
responsibility for the Company's
acquisition program.
Dennis L. Lehman 1995 39
Senior Vice President and Chief Financial
Officer since 1995; theretofore Senior
Vice President-Finance and Chief Financial
Officer of Continental Medical Systems,
Inc., a company which provides medical
rehabilitation services. Mr. Lehman is
the Company's principal financial officer.
Brian C. Swinton 1994 50
Senior Vice President - Product
Development, Research and Marketing of the
Company since 1994; theretofore Vice
President, Senior Living Services Division
of Marriott. Mr. Swinton is the Company's
principal marketing executive.
Richard A. Huber 1993 34
Vice President-Operations Finance of the
Company since 1993; theretofore Director-
Operations Accounting and Analysis, Senior
Living Services Division of Marriott. Mr.
Huber is the Company's principal
accounting officer and has also served as
the Secretary of the Company since 1995.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation Summary
The following table summarizes the compensation of the persons who
served as Chief Executive Officer of the Company during Fiscal Year
1995 and each of the other executive officers of the Company who
were serving as such at the end of Fiscal Year 1995 (collectively,
the "Named Executives") for the Company's last three fiscal years
for services rendered in all capacities to the Company and its
subsidiaries.
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Securities
Compensation Underlying
Name and Fiscal Year -------------------------- Option All Other
Principal Position Ended March 31, Salary($) Bonus($) Awards (#) Compensation($)
------------------ --------------- ----------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Mark L. Pacala, 1995 (1) $190,385 $100,000 800,000 $14,130 (2)
President and Chief 1994 -- -- -- --
Executive Officer 1993 -- -- -- --
Robert A. Whitman, 1995 -0- -0- -0- -0-
Chairman of the Board, 1994 -0- -0- -0- -0-
Interim President and 1993 -- -- -- --
Chief Executive Officer(3)
Paul A. Shively, 1995 230,000 -0- -0- 5,319 (4)
Senior Vice President, 1994 230,000 82,500 -0- 3,049
Chief Financial Officer 1993 169,583 -0- -0- 208,057
and Treasurer (5)
Brian C. Swinton 1995 153,635 91,000 100,000 74,372 (6)
Senior Vice President - 1994 (7) 25,961 39,063 -0- 500
Product Development, 1993 -- -- -- --
Research and Marketing
Richard A. Huber 1995 87,077 65,000 55,000 822 (8)
Vice President - Operations 1994 (9) 49,039 36,095 -0- 39,788
Finance and Secretary 1993 -- -- -- --
<FN>
____________________
(1) Mr. Pacala became President and Chief Executive Officer of the
Company on October 24, 1994. Prior to that time, he was not an
officer or employee of the Company.
(2) The amount shown represents payments made to Mr. Pacala in
reimbursement of temporary living and relocation expenses
incurred by him in connection with the commencement of his
employment with the Company.
(3) While concurrently serving as President and Co-Chief Executive
Officer of Hampstead, Mr. Whitman served as interim President
and Chief Executive Officer of the Company from July 19, 1993
until Mr. Pacala commenced his employment with the Company on
October 24, 1994. Prior to July 19, 1993, Mr. Whitman was not
an officer of the Company. Mr. Whitman received no
compensation from the Company for services rendered by him as
interim President and Chief Executive Officer of the Company.
See "The Board of Directors and its Committees -- Director
Compensation" with respect to compensation paid to members of
the Board, including Mr. Whitman, and "Certain Relationships
and Transactions -- General and Administrative Services" for a
discussion of a payment made in June 1994 by the Company to
Forum Holdings in respect of various general and administrative
services provided to the Company by Forum Holdings and its
representatives, including, among others, Mr. Whitman's
services as interim President and Chief Executive Officer of
the Company.
(4) The amount shown represents employer contributions of $2,494
and $2,825 made to the Company's 401(k) Savings Plan and
Employee Stock Purchase Plan, respectively, on behalf of
Mr. Shively.
(5) Mr. Shively resigned all positions held by him with the Company
and its subsidiaries and affiliates effective as of June 30,
1995 and received a severance payment of $254,200. Mr.
Shively, however, has agreed to serve as a consultant to the
7
<PAGE>
Company on matters pertaining to the conduct of the business
and operations of the Company and its affiliates.
(6) The amount shown represents payments made to Mr. Swinton in
reimbursement of relocation expenses incurred by him in
connection with the commencement of his employment with the
Company.
(7) Mr. Swinton became Senior Vice President - Product Development,
Research and Marketing of the Company on January 24, 1994.
Prior to that time, he was not an officer or employee of the
Company.
(8) The amount shown represents (i) payments of $416 made to
Mr. Huber in reimbursement of relocation expenses incurred by
him in connection with the commencement of his employment with
the Company and (ii) employer contributions of $406 made to the
Company's 401(k) Savings Plan on behalf of Mr. Huber.
(9) Mr. Huber became Vice President - Operations Finance of the
Company on November 10, 1993. Prior to that time, he was not
an officer or employee of the Company.
</TABLE>
Fiscal Year 1995 Stock Option Grants
The following table sets forth certain information regarding
grants of stock options made during Fiscal Year 1995 to the Named
Executives pursuant to the Company's Equity Incentive Plan (the
"Incentive Plan"). No grants of stock appreciation rights were
made during Fiscal Year 1995 to any of the Named Executives.
<TABLE>
<CAPTION>
Stock Option Grants in Fiscal Year 1995
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term
Individual Grants ----------------------------------
------------------------------------------------------------------------------
% of Total
Securities Options Market
Underlying Granted to Price on
Options Employees Exercise Grant
Granted in Fiscal Price Date Expiration
Name (#) Year 1995 ($/Sh) ($/Sh)(1) Date 0% ($) 5% ($) 10% ($)
---- ---------- ---------- -------- --------- ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark L. Pacala 800,000(2) 60.9% $5.875 $5.875 8/7/2004 $ -0- $2,955,805 $7,490,590
Robert A. Whitman N/A N/A N/A N/A N/A N/A N/A N/A
Paul A. Shively N/A N/A N/A N/A N/A N/A N/A N/A
Brian C. Swinton 100,000(3) 7.6% 4.00 7.00 10/24/2004 300,000 740,226 1,415,620
Richard A. Huber 55,000(3) 4.2% 4.00 7.00 10/24/2004 165,000 407,124 778,591
<FN>
____________________
(1) The "market price" shown is the average of the closing bid
and asked prices for shares of Common Stock as reported on
the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") on the grant date or,
if such date was not a trading day, the trading day
immediately preceding such date.
(2) The option vests in five equal annual installments commencing
August 7, 1995.
(3) The option vests in five equal annual installments commencing
October 24, 1995.
</TABLE>
8
<PAGE>
Fiscal Year-End Option Values
The following table sets forth certain information regarding the
total number of stock options held by each of the Named
Executives, and the aggregate value of such stock options, on
March 31, 1995. None of such stock options was exercisable as of
such date.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Fiscal Year 1995
and Fiscal Year-End Option Values
Number of
Securities Value of
Shares Underlying In-the-Money
Acquired Unexercised Unexercised
on Value Options Options at
Exercise Realized at Fiscal Fiscal Year-
Name (#) ($) Year-End End ($)(1)
---- -------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Mark L. Pacala 0 0 800,000 $750,000
Robert A. Whitman 0 0 N/A N/A
Paul A. Shively 0 0 N/A N/A
Brian C. Swinton 0 0 100,000 281,250
Richard A. Huber 0 0 55,000 154,688
<FN>
________________________
(1) In-the-money options are options having a per share exercise
price below $6.8125, the average of the closing bid and asked
prices for shares of Common Stock as reported on NASDAQ on
March 31, 1995. The dollar amounts shown represent the
amount by which the product of $6.8125 and the number of
shares purchasable upon the exercise of such in-the-money
options exceeds the aggregate exercise price payable upon
such exercise.
</TABLE>
Employment Agreement with Chief Executive Officer
Mr. Pacala's employment agreement provides for his
employment as President and Chief Executive Officer of the
Company for a term expiring on October 24, 1998. The agreement
provides for a base salary of not less than $450,000 per year,
plus an annual performance bonus in an amount up to 60% of his
then-current annual base salary, such bonus to be determined by
the Board or the Compensation Committee based upon performance
objectives established by the Board or the Compensation Committee
after consultation with Mr. Pacala. However, Mr. Pacala will not
receive a bonus in respect of Fiscal Year 1995. Rather, he will
receive a bonus in the amount of $270,000 on October 24, 1995,
and any bonus otherwise payable to Mr. Pacala following the
Company's fiscal year ending March 31, 1996 will be reduced by
approximately $152,000. Pursuant to his employment agreement,
Mr. Pacala was paid, in connection with the commencement of his
employment with the Company, a one-time payment of $100,000 in
order to induce him to forego the payment of an equivalent amount
that would have been paid to him by his previous employer had he
continued in his former employment and was granted an option to
purchase 800,000 shares of Common Stock at $5.875 per share, the
average of the closing bid and asked prices for shares of Common
Stock on NASDAQ on the trading day immediately preceding the date
of grant, which option becomes exercisable in five equal annual
installments commencing on August 7, 1995. The agreement also
provides Mr. Pacala certain welfare benefits.
If Mr. Pacala's employment is terminated by the Company
other than for cause or as a result of death, disability or a
change in control, the Company will for two years following such
termination pay Mr. Pacala his then-current base salary (subject
to offset for compensation received by Mr. Pacala from other
parties) and provide him the welfare benefits that he was
receiving immediately prior to his termination (subject to
termination in the event that Mr. Pacala receives comparable
benefits from a subsequent employer). If Mr. Pacala's employment
is terminated by the Company (other than as a result of death or
disability or for cause) or by Mr. Pacala (for any reason) within
12 months following a change in control, the Company will pay to
9
<PAGE>
Mr. Pacala a lump sum severance payment equal to two times his
then-current base salary and will provide him the welfare
benefits that he was receiving immediately prior to such
termination. In those circumstances, in the event that the
change in control occurs prior to April 24, 1996, Mr. Pacala
would also have the right to cause the Company to repurchase the
then-unexercised portion of his stock option at a price of $0.625
per share of Common Stock then underlying such option.
Severance Pay Policy
Under the Company's severance pay policy, severance pay may
be granted to eligible employees, including the Named Executives
(other than Messrs. Whitman, Pacala and Shively), if the
termination of their employment is initiated by the Company as
the result of any one of certain qualifying events, including
reductions in force, position elimination and the inability to
meet the requirements of a position, but not as a result of
voluntary resignation, retirement, merger into or acquisition by
another organization (if the employee is offered employment with
the successor organization), discharge for misconduct and certain
other reasons. Under the severance pay policy, executive
officers generally are entitled to receive severance pay equal to
one month's pay plus two additional weeks' pay for each year of
continuous service, up to a maximum of eight months' pay.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
After the Investors acquired a majority interest in the
Company in connection with the recapitalization of the Company in
June 1993 (the "1993 Recapitalization"), the Company undertook to
assemble a top-quality management team consisting of experienced
executives capable of pursuing the Company's growth strategy.
Following an extensive search, during Fiscal Year 1995, the
Company hired Mark L. Pacala, formerly a senior executive at The
Walt Disney Company, as President and Chief Executive Officer.
Mr. Pacala commenced his employment with the Company on
October 24, 1994. His compensation arrangements are described
under the caption "Compensation of Executive Officers --
Employment Agreement with Chief Executive Officer" above.
The Company has hired other new senior executives in
addition to Mr. Pacala, including James R. Foulger, Senior Vice
President - Acquisitions, Dennis L. Lehman, Senior Vice President
and Chief Financial Officer, Brian C. Swinton, Senior Vice
President - Product Development, Research and Marketing, and
Richard A. Huber, Vice President - Operations Finance. Each of
Messrs. Swinton and Huber commenced his employment with the
Company prior to the beginning of Fiscal Year 1995, and each of
Messrs. Foulger and Lehman commenced his employment with the
Company after the end of Fiscal Year 1995. Each of Messrs.
Foulger, Lehman, Swinton and Huber has had substantial senior
management experience with other companies engaged in the senior
living or healthcare fields.
The compensation arrangements entered into with the
Company's new executive officers reflect the Company's principal
objectives with respect to executive compensation, which are to
(i) provide appropriate incentives for the achievement of the
Company's performance objectives, (ii) help ensure that the
Company is able to attract and retain top-quality management
personnel, and (iii) ensure that an appropriate portion of
executive compensation is variable and dependent upon increases
in the value of an investment in the Company.
The compensation packages for the Company's new executive
officers are comprised of cash salary, cash bonus and stock
options granted under the Incentive Plan. The Compensation
Committee believes that the nature and level of the compensation
of these executives is reasonable and appropriate in light of the
objectives underlying the Company's executive compensation
policy, the Company's financial and operational performance and
prospects, individual levels of experience and prevailing
executive compensation practices.
Following the 1993 Recapitalization, Mr. Whitman served as
interim President and Chief Executive Officer of the Company from
July 19, 1993 until October 24, 1994, when Mr. Pacala commenced
his employment with the Company. Mr. Whitman received no
compensation from the Company for services rendered by him in
that capacity. See "The Board of Directors and its Committees --
Director Compensation" with respect to compensation paid to
members of the Board, including Mr. Whitman, and "Certain
Relationships and Transactions -- General and Administrative
Services" for a discussion of a payment made in June 1994 by the
10
<PAGE>
Company to Forum Holdings in respect of various general and
administrative services provided to the Company by Forum Holdings
and its representatives, including, among others, Mr. Whitman's
services as interim President and Chief Executive Officer of the
Company.
In addition, at the Company's request, Mr. Shively, who
until his recent resignation had been an executive officer of the
Company since 1974, continued as an executive officer of the
Company following the 1993 Recapitalization in order to ease the
transition to a new management team. Mr. Shively's compensation
package for Fiscal Year 1995 was determined considering the
Company's financial and operational performance, the Company's
historical compensation levels and practices as they relate to
Mr. Shively, his levels of responsibility and experience and
subjective judgments regarding his individual performance. No
relative weights were assigned to such factors. The Compensation
Committee believes that the level of Mr. Shively's compensation
was appropriate in light of such factors.
The Company believes that the compensation paid to its
executive officers during Fiscal Year 1995 is deductible for
federal income tax purposes. In connection with future executive
compensation determinations, the Company presently intends to
consider, together with such other factors as may be deemed
pertinent under the circumstances, whether such compensation will
be deductible for federal income tax purposes.
The members of the Compensation Committee are directors
whose principal employment is with affiliates of the Investors.
The Investors, in the aggregate, beneficially own a majority of
the Company's outstanding Common Stock. See "Security Ownership
of Certain Beneficial Owners and Management" and "Certain
Relationships and Transactions."
Respectfully submitted,
Peter P. Copses
Daniel A. Decker
11
<PAGE>
COMPARISON OF TOTAL SHAREHOLDER RETURN
The following graphs show (i) the annual cumulative
shareholder return on the Common Stock of the Company for the
periods from March 31, 1990 through April 2, 1992 and April 3,
1992 through March 31, 1995, assuming investments of $100 in
shares of Common Stock on each of March 31, 1990 and April 3,
1992, respectively, and (ii) the quarterly cumulative total
shareholder return on the Common Stock of the Company since
April 3, 1992, assuming an investment of $100 on that date. In
each case, the cumulative shareholder return on the Common Stock
of the Company is compared with the NASDAQ Stock Market U.S.
Index and the NASDAQ Health Services Index.
On February 19, 1991, the Company and certain of its
affiliates commenced proceedings under chapter 11 of the
Bankruptcy Code to reorganize and restructure their liabilities.
On April 2, 1992, the Company emerged from bankruptcy pursuant to
a plan of reorganization (the "Plan of Reorganization"). All
shares of Common Stock of the Company that were outstanding
during the period from March 31, 1990 through April 2, 1992
(i.e., the date on which such shares ceased to be quoted on
NASDAQ) (the "Pre-Reorganization Common Stock") were cancelled
pursuant to the Plan of Reorganization, and under the Plan of
Reorganization shares of new Common Stock were issued to the
unsecured creditors of the Company and holders of shares of Pre-
Reorganization Common Stock. Under the Plan of Reorganization, a
holder of Common Stock who invested $100 in Pre-Reorganization
Common Stock on March 31, 1990 and made no other investment in Pre-
Reorganization Common Stock would have received no shares of
new Common Stock.
12
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN ON COMMON STOCK BEFORE AND AFTER
EMERGENCE FROM BANKRUPTCY WITH THE NASDAQ U.S. INDEX AND THE NASDAQ HEALTH
SERVICES INDEX
Measurement Period Forum Group, NASDAQ STOCK NASDAQ HEALTH
Fiscal Year Covered Inc. MARKET U.S. SERVICES
------------------- ------------ ------------ -------------
<S> <C> <C> <C>
Pre-Reorganization
Common Stock
Measurement Point 100 100 100
3/31/90
FYE 3/31/91 10 114 186
FYE 3/31/92 5 146 253
4/2/92 0 143 253
Post-Reorganization
Common Stock
Measurement Point 100 100 100
4/3/92
FYE 3/31/93 79 118 99
FYE 3/31/94 171 127 131
FYE 3/31/95 200 141 150
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN ON POST-REORGANIZATION COMMON STOCK BY
QUARTER SINCE APRIL 3, 1992 WITH THE NASDAQ U.S. INDEX AND THE NASDAQ HEALTH
SERVICES INDEX
Measurement Period Forum Group, NASDAQ STOCK NASDAQ HEALTH
Fiscal Year Covered Inc. MARKET U.S. SERVICES
------------------- ------------ ------------ -------------
<S> <C> <C> <C>
Measurement Point 100 100 100
4/3/92
6/30/92 43 95 91
9/30/92 46 99 97
12/31/92 50 115 111
3/31/93 79 118 99
6/30/93 96 120 105
9/30/93 114 130 113
12/31/93 121 132 128
3/31/94 171 127 131
6/30/94 171 121 119
9/30/94 204 131 142
12/31/94 236 130 137
3/31/95 200 141 150
</TABLE>
13
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Settlement of Certain Litigation
Pursuant to a court-approved settlement agreement, during
Fiscal Year 1995, the Company settled certain claims asserted by
Forum/Classic, L.P., an entity affiliated with the Pritzker
family, and others against the Company, the Investors and certain
other persons (including persons who comprised the Board
immediately prior to the 1993 Recapitalization) in a suit filed
in connection with the 1993 Recapitalization. In connection with
the settlement, the Company reimbursed the plaintiffs for
$500,000 of the expenses incurred by them in that litigation.
Certain Consulting Services
The Company and Mr. Eden have entered into an agreement,
effective as of March 31, 1995, pursuant to which Mr. Eden will
render to the Company such consulting and advisory services as
the Company's Chief Executive Officer may from time to time
request regarding the Company and the retirement industry. In
connection with the execution of the agreement, the Company paid
to Mr. Eden $137,500 in respect of certain consulting services
provided by him to the Company prior to such time, including
services provided during Fiscal Year 1995. Under the agreement,
which terminates on December 31, 1996, the Company will pay to
Mr. Eden an annual retainer of $31,250 and certain additional
amounts in certain circumstances.
General and Administrative Services
In July 1994, the Company paid $750,000 to Forum Holdings in
respect of various general and administrative services provided
to the Company by Forum Holdings prior to such date. Such
services include, among others, arranging for and negotiating the
Company's debt refinancing which was completed in February 1994
and negotiating the co-investment agreement which was entered
into by the Company and National Guest Homes, LLC in July 1994.
Services covered by such payment also include Mr. Whitman's
services as interim President and Chief Executive Officer of the
Company.
Certain Acquisitions
In May 1995, the Company acquired from Autumn America, an
affiliate of Forum Holdings, for $1.3 million, Autumn America's
rights as the manager of five retirement communities and entered
into new management contacts with the owners of such facilities
(two of which are affiliates of Forum Holdings). Under each such
management contract, the Company will receive in respect of
management services to be provided by it thereunder a monthly
management fee equal to 5% of gross collections. In connection
with such acquisition, the Company also paid to Autumn America
for disbursement to its management personnel $250,000 in cash in
lieu of granting certain rights with respect to future
acquisitions by the Company. Of such amount, $150,000 was
disbursed to James R. Foulger, formerly the President of Autumn
America, who, upon the consummation of such acquisition, became
Senior Vice President - Acquisitions of the Company.
In May 1995, the Company acquired for $1.7 million an 80%
interest in the retirement community now known as The Forum at
the Woodlands (the "Woodlands Property"). The remaining 20%
interest in the Woodlands Property is owned by an unaffiliated co-
investor. In connection with such acquisition, an affiliate of
Forum Holdings (the "Holdings Affiliate") was granted a carried
interest in the Woodlands Property in exchange for assigning its
rights to purchase such property to the Company and its co-
investor. Commencing May 1996, the Holdings Affiliate may
require the Company to purchase, and the Company may require the
Holdings Affiliate to sell to the Company, such carried interest
for a price between $0.8 million and $1.7 million, depending on
the performance of the Woodlands Property and sales of related
tax-exempt bonds.
14
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to the
beneficial ownership of each person known to the Company, as of
July 24, 1995, to own more than 5% of the Company's outstanding
Common Stock.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial of Beneficial Percent of
Owner Ownership (1) Class (2)
------------------------------ ----------------- ----------
<S> <C> <C>
Apollo FG Partners, L. P. 9,428,203 (3) 40.6%
c/o Apollo Advisors, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, California 90067
Forum/Classic, L.P. 2,550,544 (4) 11.0%
200 West Madison Street
39th Floor
Chicago, Illinois 60606
Forum Holdings, L.P. 9,428,203 (5) 40.6%
4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75201
<FN>
____________________
(1) The amounts shown represent shares of Common Stock with
respect to which the named person has sole dispositive power.
As a result of the provisions of the shareholders' agreement
described below, each of AFG and Forum Holdings may be deemed
to have shared voting power with respect to, and thus to
beneficially own, all of the 18,856,406 shares of Common
Stock beneficially owned by such persons in the aggregate
(constituting 81.3% of shares of Common Stock treated as
outstanding as described in Note 2 below).
(2) The percentages shown are based on 23,206,113 shares of
Common Stock outstanding. This number includes (i) 5,760
shares of Common Stock presently issuable at a nominal
purchase price upon exercise of certain warrants ("Investor
Warrants") issued pursuant to the Acquisition Agreement,
dated as of April 18, 1993, among the Company, the Investors
and the other parties thereto, (ii) 149,607 shares of Common
Stock presently issuable at a nominal purchase price upon the
exercise of certain warrants ("Special Warrants") issued
pursuant to the Warrant Agreement, dated June 10, 1993 (the
"Warrant Agreement"), between the Company and Citicorp USA,
Inc., and (iii) 550,537 shares of Common Stock presently
issuable at a purchase price equal to $3.98 per share
(subject to adjustment) upon the exercise of certain other
warrants ("Warrants") issued pursuant to the Warrant
Agreement.
(3) According to Amendment No. 8 to a Schedule 13D dated January
10, 1995 and filed with the Securities and Exchange
Commission (the "SEC") by AFG. The number of shares listed
includes (i) 2,880 shares of Common Stock presently
purchasable by AFG upon exercise of Investor Warrants,
(ii) 74,804 shares of Common Stock purchasable by AFG upon
exercise of Special Warrants, and (iii) 275,268 shares of
Common Stock purchasable by AFG upon exercise of Warrants.
The general partner of AFG is AIF, the managing general
partner of AIF is Apollo Advisors, and the general partner of
Apollo Advisors is ACM. By reason of various relationships
among Messrs. Berg, Copses and Ressler and AFG and its
affiliates, Messrs. Berg, Copses and Ressler may be deemed to
beneficially own the shares of Common Stock owned by AFG.
Each of Messrs. Berg, Copses and Ressler disclaims beneficial
ownership of such shares.
15
<PAGE>
(4) According to Amendment No. 1 to a Schedule 13D dated January
18, 1995 and filed with the SEC by Forum/Classic, L.P.
(5) According to Amendment No. 13 to a Schedule 13D dated
January 10, 1995 (the "Forum Holdings 13D") and filed with
the SEC by Forum Holdings and certain related entities
(collectively, the "Forum Holdings Reporting Persons"). The
number of shares listed includes (i) 2,880 shares of Common
Stock presently purchasable by Forum Holdings upon exercise
of Investor Warrants, (ii) 74,803 shares of Common Stock
purchasable by Forum Holdings upon exercise of Special
Warrants, and (iii) 275,269 shares of Common Stock
purchasable by Forum Holdings upon exercise of Warrants.
According to the Forum Holdings 13D, each of the Forum
Holdings Reporting Persons may, by reason of certain control
relationships, be deemed to beneficially own all of the
shares of Common Stock owned directly by Forum Holdings. By
reason of various relationships among Messrs. Decker, Read
and Whitman and the Forum Holdings Reporting Persons, Messrs.
Decker, Read and Whitman may be deemed to beneficially own
the shares of Common Stock owned by the Forum Holdings
Reporting Persons. Each of Messrs. Decker, Read and Whitman
disclaims beneficial ownership of such shares.
</TABLE>
Shareholders' Agreement. Pursuant to a shareholders'
agreement (the "Shareholders' Agreement") entered into between
the Investors, the Investors have agreed that, from and after the
Annual Meeting, the right to nominate a majority of the Company's
directors will be allocated between the Investors in proportion
to their relative percentages of share ownership and that the
remaining directors will consist of the Chief Executive Officer
of the Company and other persons acceptable to each of the
Investors. Pursuant to the Shareholders' Agreement, AFG has
nominated Messrs. Berg, Copses and Ressler for election as
directors at the Annual Meeting, and Forum Holdings has nominated
Messrs. Decker, Read and Whitman. The Shareholders' Agreement
also provides that the Investors will use their respective best
efforts to cause the Executive Committee to consist of at least
three persons, one designee designated by each Investor and the
Chief Executive Officer of the Company, and such additional
directors of the Company, if any, as shall be acceptable to each
of the Investors.
The Shareholders' Agreement includes reciprocal rights of
first refusal and other provisions and will terminate on June 14,
1998 or earlier under certain circumstances.
Security Ownership of Management
The following table sets forth information as of the close
of business on the Record Date with respect to shares of Common
Stock beneficially owned by (i) each director nominee, (ii) each
Named Executive, and (iii) all directors and executive officers
of the Company as a group. All shares of Common Stock listed
below are beneficially owned directly by the person indicated in
the table and all persons own less than 1% of the total number of
outstanding shares of Common Stock.
Amount and
Nature
of Beneficial
Name of Beneficial Owner Ownership (1)
------------------------ -------------
Laurence M. Berg (2) -0-
Peter P. Copses (2) -0-
Daniel A. Decker (3) -0-
James E. Eden -0-
Mark L. Pacala 160,000 (4)
Kurt C. Read (3) -0-
Antony P. Ressler (2) -0-
16
<PAGE>
Amount and
Nature
of Beneficial
Name of Beneficial Owner Ownership (1)
------------------------ -------------
Robert A. Whitman (3) -0-
Margaret A. Wylde -0-
Paul A. Shively 18,055
Brian C. Swinton 24,950
Richard A. Huber 500
All directors and 195,601
executive officers as a
group
____________________
(1) Excludes the 18,856,406 shares of Common Stock beneficially
owned by the Investors.
(2) By reason of various relationships between Messrs. Berg,
Copses and Ressler and AFG and its affiliates, Messrs. Berg,
Copses and Ressler may be deemed to beneficially own the
shares of Common Stock owned by AFG. Each of Messrs. Berg,
Copses and Ressler disclaims beneficial ownership of such
shares.
(3) By reason of various relationships between Messrs. Decker,
Read and Whitman and the Forum Holdings Reporting Persons,
Messrs. Decker, Read and Whitman may be deemed to
beneficially own the shares of Common Stock owned by the
Forum Holdings Reporting Persons. Each of Messrs. Decker,
Read and Whitman disclaims beneficial ownership of such
shares.
(4) Consists of 160,000 shares of Common Stock purchasable upon
the exercise of Mr. Pacala's option within 60 days after
July 24, 1995.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires directors and
executive officers of the Company, and persons who own more than
10% of the issued and outstanding shares of Common Stock, to file
reports of ownership and changes in ownership with the SEC.
Directors, executive officers and greater than 10% shareholders
are required by SEC regulation to furnish the Company copies of
all Section 16(a) forms they file. Except as described below, to
the Company's knowledge, based solely on review of those
copies and written representations that no Forms 5 were required,
the Company's directors, executive officers and greater than 10%
shareholders complied with all applicable Section 16(a) filing
requirements during Fiscal Year 1995. Mr. Swinton has failed to
file the required forms with the SEC in connection with three
transactions resulting in changes in his beneficial ownership of
Common Stock that occurred during Fiscal Year 1995 and two such
transactions that occurred during the Company's current fiscal year.
17
<PAGE>
MISCELLANEOUS
Submission of Proposals by Shareholders
In order to be eligible for inclusion in the Company's proxy
statement and form of proxy for the 1996 Annual Meeting of
Shareholders, any proposal of a shareholder must be received by
the Company at its principal executive offices in Fairfax,
Virginia by April 6, 1996.
Proxy Solicitation
In addition to soliciting proxies by mail, directors,
executive officers and employees of the Company, without
receiving additional compensation, may solicit proxies by
telephone, by telegram or in person. Arrangements will also be
made with brokerage firms and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial
owners of shares of the Common Stock, and the Company will
reimburse such brokerage firms and other custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by
them in connection with forwarding such materials.
July 28, 1995
18
<PAGE>
FORUM GROUP, INC.
This Proxy is Solicited on Behalf of the Board of Directors of Forum Group,
Inc. for use at the Annual Meeting of Shareholders to be held on
September 13, 1995
The undersigned hereby appoints Laurence M. Berg, Peter P.
Copses, Daniel A. Decker, Mark L. Pacala and Robert A. Whitman,
and each of them, as proxies of the undersigned, with full power
of substitution and resubstitution, to represent and vote as set
forth herein all of the shares of Common Stock of Forum Group,
Inc. (the "Company") held of record by the undersigned on
July 24, 1995 at the Annual Meeting of Shareholders of the
Company to be held at Westfields International Conference Center,
14750 Conference Center Drive, Chantilly, Virginia, on Wednesday,
September 13, 1995, at 9:00 a.m., Eastern time, and at any and
all postponements and adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED IN
ITEM 1, "FOR" THE RATIFICATION OF INDEPENDENT
ACCOUNTANTS AND IN ACCORDANCE WITH THE JUDGMENT
OF THE PERSON OR PERSONS VOTING THE PROXY WITH
RESPECT TO ANY OTHER BUSINESS THAT MAY PROPERLY
COME BEFORE THE MEETING.
(Continued, and to be dated and signed, on the other side)
<PAGE>
(x) Please mark your votes
as in this sample.
1. Election of Directors:
FOR all ( ) WITHHOLD ( ) Nominees for Director:
nominees for all Laurence M. Berg
listed below nominees Peter P. Copses
Daniel A. Decker
INSTRUCTIONS: To withhold authority to vote James E. Eden
for any individual nominee, place an "X" Mark L. Pacala
in the box above and strike a line through Kurt C. Read
the nominee's name in the list at right. Antony P. Ressler
Robert A. Whitman
Margaret A. Wylde
2. Ratification of the appointment of KPMG Peat Marwick LLP as the
Company's independent accountants for the Company's fiscal year
ending March 31, 1996.
FOR ( ) AGAINST ( ) ABSTAIN ( )
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENVELOPE PROVIDED.
NOTE: This proxy should be dated, signed by the
shareholder as his or her name appears
hereon, and returned promptly in the
enclosed envelope. Joint owners should
each sign personally, and trustees and
others signing in a representative capacity
should indicate the capacity in which they sign.
Date
--------------------------------------------- ----------------
Signature of Shareholder
Date
--------------------------------------------- ----------------
Signature of Shareholder
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENVELOPE PROVIDED.
PLEASE MARK YOUR CHOICE BY PLACING AN "X"
IN THE APPROPRIATE BOX.
