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 permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SCIENCE DYNAMICS CORPORAION
----------------------------------------------
(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):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
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[_] 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:
______________________________________________________________________
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______________________________________________________________________
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(4) Date Filed:
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<PAGE>
SCIENCE DYNAMICS CORPORATION
CHERRY HILL, NEW JERSEY
_______________________________
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 17, 1997
_______________________________
This statement is furnished in connection with the solicitation by the Board
of Directors of Science Dynamics Corporation (herein called the "Company") of
proxies for use at the annual meeting of stockholders to be held on June 17,
1997, and at any adjournment thereof. Any proxy given pursuant to this
solicitation may be revoked at any time prior to the voting thereof either by
appearing in person at the meeting or by notice in writing received by the
Secretary of the Company or by execution and presentation of a proxy bearing
a later date.
A proxy statement and proxy forms will be mailed to stockholders on or about
May 16, 1997. The address of the principal executive office of the Company
is 1919 Springdale Road, Cherry Hill, New Jersey 08003-1609.
The Company has outstanding 11,929,728 shares of common stock. Each
stockholder of record on the April 11, 1997 record date is entitled to one
vote for each share held without right of cumulation.
The following tables and text set forth information regarding stock ownership
as of December 31, 1996, of the principal shareholders, of each director
and/or officer, and of all officers and directors and all persons owning five
percent or more of the Company's $0.01 per share par value common stock
(its sole present class of security).
PRINCIPAL STOCKHOLDERS
----------------------
Percent of
Name and Address of Outstanding
Beneficial Owner Number of Shares Shares(1)
- ------------------- ---------------- -----------
Lyndon A. Keele 775,534(2) 6.50%
701 Garwood Road
Moorestown, NJ 08057
Reynolds E. Moulton, Jr. 761,000 6.38%
54 Washington Street
Marblehead, MA 01945
Innovative Communications
Technology, LTD. 1,500,000(4) 12.57%
(ICT)
Le Clos D'Auranche
La Rue Bel-Aire
St. Mary, Jersey C.I.
(Alan C. Bashforth, President
of the Company controls ICT)
- -1-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------
The following information table sets forth information as to the shares and
percentages of common stock of the Company beneficially owned by the
Directors of the Company, and by all Officers and Directors of the Company
as a group, as of December 31, 1996.
Percent of
Name Number of Shares Outstanding Shares(1)
- ---- ---------------- ---------------------
Lyndon A. Keele 775,534(2) 6.50%
(Chairman of the Board.
President and Treasurer
to November 7, 1996)
Russell R. Angely 11,000 .09%
(Vice President)
Joy C. Hartman 1,000(2) .008%
(Vice President, Secretary,
Treasurer and Director)
Kenneth P. Ray 6,000(3) .05%
(Director)
Alan C. Bashforth 1,500,000(4) 12.57%
(Director and President,
November 7, 1996 to present)
All Directors and
Officers as a Group5 2,293,534 19.23%
____________________
(1) Based upon a total number of 11,929,728 shares outstanding as of
December 31, 1996.
(2) Includes 1,700 shares owned by Mr. Keele's daughter and 300 shares
owned by Ms. Hartman's children. The daughter of Mr. Keele has
sole voting and investment power with respect to her shares and Mr.
Keele has sole voting and investment power with respect to all other
shares in this total.
(3) Has sole voting power and sole investment power with respect to the
shares owned by such person.
4 Shares in the name of Innovative Communications Technology, LTD., a
corporation, controlled by Mr. Bashforth.
5 In addition to the 6,000 shares owned by K. Ray, an outside Company
Director, Mr. Ray holds incentive options to acquire 30,000 shares.
Mr. Angely holds incentive options to acquire 30,000 shares in
addition to the 11,000 shares owned. In addition to the 1,000
shares in Ms. Hartman's name, incentive options to acquire 45,000
shares are held by Ms. Hartman.
______________________
Section 16(a) of the Securities and Exchange Act of 1934 requires that the
Company's executive officers, directors and persons beneficially owning in
excess of ten percent of the Company's outstanding shares file initial reports
of ownership and reports of any ensuing changes in ownership with the
Securities and Exchange Commission. All such persons are required in addition
to furnish the Company with copies of all such forms.
- -2-
<PAGE>
Based upon a review of the forms so furnished to the Company, the Company
believes that during the fiscal year 1996, only one Section 16(a) requirement
has been required and duly filed.
The Company, therefore, does not believe that any officer, director, or
principal shareholder is or has been delinquent in the filing of any
required report forms (Forms 3, 4, or 5) as required by Section 16 of the
Securities Exchange Act, Item 405 of Regulation S-B (228.405). In order to
ensure compliance with such disclosure requirements, all officers, directors,
and principal shareholders are supplied with a detailed and comprehensive
memorandum setting forth all disclosure and reporting rules. In addition,
before any affected party can acquire or dispose of any interest of any nature
in any Company securities or any derivative rights in such securities such as
options or warrants, they are required to consult with both senior management
and Company counsel.
In addition, management periodically reviews public reports of securities
transactions and Company's Transfer Agent also advises the Company of any
pending transfers of securities.
There were six directors meetings in 1996. All directors attended each
meeting with the exception that Mr. Cox was absent from one meeting. The
Company regrettably accepted the resignation of Mr. Cox on June 12, 1996 and
Mr. Hofferman on June 1, 1996, who both declined to stand for re-election at
the postponed June 12, 1996 annual stockholders meeting.
ELECTION OF DIRECTORS
---------------------
The Board of Directors has authorized the provision for five director
positions. Five directors are to be elected who will serve until the next
annual meeting of stockholders or until their respective successors shall
be elected and qualified. Unless a stockholder expressly indicates otherwise
on his/her or their proxy, all proxies will be voted for the election as
directors those persons named in the following table and upon the enclosed
proxy ballot form. If any shareholder expressly abstains from voting, such
shares will not be counted except for determination of the presence of a quorum.
If any such nominee shall be unable or shall fail to act as such by virtue of
any unexpected occurrence, proxies will be voted for such other person(s) as
shall be determined by the proxy holder(s) in his (their) discretion. The
Board of Directors may also, in its own discretion, alternatively reduce the
number of directors to be elected. No nominee for director has any direct
personal interest in any matter to be voted upon at the 1997 meeting. There
are no rights to cumulatively vote any shares. The election of directors will
be determined by a simple majority vote.
Principal Occupation
Nominees Age and Directorships
- -------- --- -----------------
Lyndon A. Keele 68 Chairman of the Board of Directors.
President from June, 1973 until
November 7, 1996. Treasurer from
December, 1980 until November 7, 1996.
Director since April, 1973.
Kenneth P. Ray 63 Incumbent Director since May, 1990.
Joy C. Hartman 48 Executive Vice President since December,
1994, Corporate Secretary since June 1,
1993, Treasurer since November 7, 1996
and incumbent Director since May 7, 1991.
Alan C. Bashforth 46 President and Incumbent Director since
November 7, 1996.
Michael L. Hershey 58 Incumbent Director since March 20, 1997.
- -3-
<PAGE>
EXPERIENCE AND BACKGROUND OF DIRECTORS AND OFFICERS
---------------------------------------------------
The general background, business experience, and other directorships of
nominees for the Board of Directors and of the Company's Executive Officers
for the past five years is as follows:
LYNDON A. KEELE is the founder of the Company and has been active as Chairman
of its Board of Directors and President from June of 1973 and as its Treasurer
since December of 1980. Mr. Keele's duties as President and Treasurer were
re-assigned to Mr. Bashforth and Ms. Hartman, respectively, subsequent to the
acquisition of Innovative Communications Technology. From April of 1973 to
August of 1977 Mr. Keele managed his own investments and served as a
consultant to a number of companies involved in the electronics industry.
Prior to 1973, Mr. Keele served for five years as a founder and Executive
Vice President of TeleSciences, Incorporated, a company engaged in design and
manufacture of telephone support equipment. He theretofore served as a
Program Manager for multimillion dollar programs involving data and circuit
switching systems at ITT Federal Laboratories. From 1958 to 1962, he was
employed by GTE's Sylvania Electronics Systems Division in various management
positions, including Program Manager of data processing and cryptographic
communications Projects and Programs. He was awarded a B.B.A. by the
University of Texas in 1951.
KENNETH P. RAY is President of DelRay, Inc., an active telecommunications
consulting firm. From 1964 to 1987 he was associated with ITT in various
responsible positions and in 1976 became Vice President of ITT Telecommunica-
tions, with responsibility for engineering, marketing and sales departments.
In 1981 he became Vice President and Director of Operations for the
Transmission Division of ITT Space Communications. In January, 1987, ITT's
telecommunications group was acquired by Alcatel and Mr. Ray became Vice
President of Marketing and Development for Alcatel Network Systems. From
1988 to 1991, he was Vice President for Technology and Business Development
for Alcatel North America, a telecommunications company. Mr. Ray received
a BSEE from Polytechnic Institute of New York in 1954 and a Masters in
Economics from North Carolina State University in 1970.
JOY C. HARTMAN Executive Vice President, was employed by the Company in
January 1982, and is responsible for General Corporate Administration
including the functions inherent in comptrollership, personnel, employee
benefits, and insurance activities. Her prior experiences included MSA,
a marketing research company, TeleSciences, Incorporated, and Peat
Marwick-Mitchell. Ms. Hartman is a graduate of the Wharton School of
Business of the University of Pennsylvania.
MICHAEL L. HERSHEY is founder and principal of Landis Associates, Inc.
and has actively managed the Company since its founding in 1975. Landis
Associates, an investment advisory business, serves high net worth
individuals in asset management. Prior to 1975, Mr. Hershey was employed
in the securities industry as an institutional salesman with Laird & Co. and
with Wertheim. He is presently on the Board of Directors of Nematron
Corporation, Atlantic Aviation, Tremont Medical, Inc. as well as many
charitable organizations. Mr. Hershey attended Princeton University.
COMMITTEES OF THE BOARD
-----------------------
The Company's Board of Directors has no salary or nominating committees. Its
sole committees are a Stock Option Committee and an Audit Committee. The
Stock Option Committee oversees the Company's Incentive Stock Option Plan.
During the past year, from January to November 7, Lyndon A. Keele and
Joy C. Hartman served on this committee. From November 7th to present,
Joy C. Hartman and Kenneth Ray serve on this stock option committee.
- -4-
<PAGE>
In addition, the Company organized and instituted an Audit Committee in 1987
whose members during 1996 included John E. Cox and Kenneth P. Ray. There was
one formal meeting of the Audit Committee during 1996 and two meetings of the
Stock Option Committee. Peter Cosmas of Cosmas and Company (the Corporation's
public auditors) normally participates in the Audit Committee meeting but does
not serve or act as a member of this Committee.
EXECUTIVE OFFICERS
------------------
All Company Officers are elected yearly by the Board of Directors at its
annual organizational meeting immediately following each annual stockholder's
meeting. The officers serving during 1996 and as of the date of this Proxy
Statement include Alan C. Bashforth, age 46, President and CEO, Joy C.
Hartman, age 48, Executive Vice President, and Russell R. Angely, age 58,
Vice President of Sales and Marketing. Lyndon A. Keele served as President
and Treasurer until November 7, 1996 and continues as Chairman of the Board
as of the date of this Proxy Statement. Mr. Alan C. Bashforth became
President on November 7, 1996 and continues as of the date of this Proxy
tatement.
REMUNERATION OF OFFICERS AND
DIRECTORS AND CERTAIN TRANSACTIONS
----------------------------------
The following table sets forth all remuneration for services in all
capacities to the Company during the year ended December 31, 1996, for
the Company's Chief Executive Officer and for each executive officer and/or
director who received more than $100,000.00 from the Company during such year.
No director receives any compensation or payment of any nature for his
services as director other than for an honorarium of Two Hundred Fifty Dollars
($250.00) paid to outside directors for each meeting attended.
<TABLE>
<CAPTION>
Annual Compensation Long term compensation
------------------------ --------------------------
Name and Year Salary Bonus Other Awards
Principal Annual Restrict- Options LTIP All
Position Compen- ed Stock Pay- Other
sation outs Compensation
- ---------- ---- ------ ----- ---------- --------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lyndon A.
Keele, CEO 1996 134,085 -0- -0- -0- -0- -0- -0-
Joy C.
Hartman,
EVP 1996 101,000* -0- 2,189* -0- 10,000 -0- -0-
Russell
R. Angley,
VP 1996 88,200 -0- 6,079 -0- 20,000 -0- -0-
</TABLE>
*Ms. Hartman's other compensation includes a payment of $2,819 for accrued
vacation. Mr. Angely's other compensation resulted from sales commissions.
The following table sets forth the stock options granted by the Company in 1996
reflected in the Summary Compensation table above.
<TABLE>
<CAPTION>
% of Total Options/SARs Granted to Exercise or base Price
Name Options/SARs Granted Employees in Fiscal Year Per Share Expiration Date
---- -------------------- ------------------------ ---------
<S> <C> <C> <C> <C>
Russel R. Angely 10,000 27.2% $.78 11/07/2005
Joy C. Hartman 10,000 27.2% $.78 11/07/2005
</TABLE>
- -5-
<PAGE>
The table below sets forth information with respect to the number and value
of unexercised options held by the named Executive Officers of the Company
on December 31, 1996. No stock options were exercised by such persons in 1996
and there are no outstanding stock appreciation rights.
<TABLE>
<CAPTION>
YEAR-END OPTION VALUES
----------------------
Value of Unexercised
Name Shares Acquired Number Number of Unexercised Options In-The-Money Options
---- on Exercise Realized at December 31, 1996 at December 31, 1996
----------- -------- Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Russel R. Angely 0 - None 30,000 None None
Joy C. Hartman 0 - None 45,000 None None
</TABLE>
There were no other such compensated executive officers or directors during
the calendar year 1996, and there are no others as of the date of this
Statement. However, Mr. Alan C. Bashforth joined the Company on November 7,
1996 at a management fee of $160,000 per annum.
The Company presently has no standing plans or arrangements for contingent
forms of compensation such as bonuses, commissions, executive stock options,
stock appreciation rights, profit sharing, pension, retirement plans or other
like benefit programs, except for the past and present Incentive Stock Option
Plan as hereafter described. No officer, director, or other employee
consequently received or was entitled to any form of non-cash compensation
under any form of plan described or included within Regulation S-B, Section
402(b)(1), Reg. 228.402, Section (b)(1).
The Shareholders approved an initial Incentive Stock Option Plan on April 22,
1982, including 162,000 shares, which was amended by the shareholders on April
24, 1984, to include an additional 200,000 shares. This Plan expired on April
27, 1992. The shareholders approved a successor Incentive Stock Option Plan
encompassing 290,950 shares of the authorized previously unissued $0.01 per
share par value stock of the Company. This included 90,950 shares allocated
to the initial Plan that had never been awarded and 200,000 newly allocated
shares. During the year 1992, 50,000 shares were made subject to awards by
the Committee to officers and directors, including 10,000 shares each to all
directors except for Mr. Keele who has refused and never received any option
awards of any nature. Options can be and are awarded under the Plan only to
key engineering, design, manufacturing, sales, or management personnel
including Directors, and all are granted at the then fair market value of the
Company's stock. In the event any option would be awarded to a person holding
directly or beneficially in excess of ten percent of the Company's stock, such
award must be made at 110% of the then fair market value of the Company's
stock. In all other respects, the Plan conforms to all provisions of Section
422 of the Internal Revenue Service Code and has been granted authority from
time to time to enact amendments to bring the Plan into conformity with any
amendments to the Code. The shares allocated to the successor Plan were
subject to an S-8 Registration Statement filed with the Securities and Exchange
Commission on or about June 5, 1992.
There have been no changes of any nature in any of the substantive provisions
or procedures of this Plan since adoption. Awards under this Plan have been
made by a committee of the Board (which during 1996, consisted of Lyndon A.
Keele and Joy C. Hartman and as of November 7, Ms. Hartman and Mr. Kenneth
Ray) and are based solely upon individual performance and are within the
discretion and judgment of the Committee. While Ms. Hartman holds options
on certain shares of the Company under this Plan, all of the same were awarded
by the Board of Directors not the Stock Option Committee. Neither she nor
Mr. Keele nor any other prior member of this Committee have ever nor will
any successor member receive any option grants directly while serving on this
Committee. During 1996, there were nine stock option awards totaling 36,800
shares.
- -6-
<PAGE>
All options have always been granted at the then current market price of the
Company's shares and at values ranging from $8.00 per share to $.78 per share
as of the date of this statement. No options have ever been awarded at less
than market value. In addition, no option shares have ever been awarded to
the principal shareholders of the Company. With respect to principal
employees and directors, as of the date of the statement, Ms. Hartman has
options for 45,000 shares; Mr. Angely, options for 30,000 shares; and
Mr. Ray, options for 30,000 shares.
The Company maintains no other compensation awards which are granted in
conjunction or in tandem with such options and the Company further maintains
no other pension, thrift, profit sharing or other options or similar
extraordinary compensation plans of any nature.
There are no standing plans or present proposals for specific payment of any
bonuses, commissions (other than regular sales commissions), awards of other
option rights or other remuneration within the terms of Section 402(b)(1),
Reg. 228.402(b)(1), other than salaries as the latter are now and will
hereafter from time to time be fixed by the Board of Directors. Bonuses,
commissions, options awards and other similar special payments as well as
salaries will continue to be fixed from time to time in the discretion of
the Option Committee and the Board of Directors, as circumstances and
performance shall indicate.
None of the Company's officers received any other present or proposed
contingent form of remuneration or deferred compensation as defined in
Federal Securities Laws, Section 228.402 of Regulation S-B. Outside Directors
receive $250.00 per meeting as standard compensation for service as directors.
Should there be a change in control or ownership of the Company by acquisition
or merger, the Board of Directors on January 25, 1996, adopted a resolution
whereby the then present officers of the Corporation are protected from
termination without cause. The compensation amount is limited to compensation
for three years of salary. Such compensation can be either a lump sum payment
or payment over a three year period.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------
Cosmas and Company (formerly Nemiroff, Cosmas, Titus and Cochamiro) has served
as public auditors for the Company during the entire calendar year 1996, having
been re-engaged as Company auditors on December 21, 1990, succeeding Coopers
& Lybrand (which had been the Company auditors from 1985 until December 17,
1990). Nemiroff, Cosmas and Company previously served as public auditors for
the Company from 1981 through 1985. The Board of Directors has voted
unanimously to re-engage Cosmas and Company as public auditors for the Company
for the current year and will request the shareholders to ratify such selection
at the annual meeting of shareholders to be held on June 24, 1997. This
proposal will be determined by a simple majority vote.
Representatives of Cosmas and Company will be present at the meeting of
stockholders to assist shareholders and to answer any questions that may
arise as to the current financial statements and reports and to make any
statement the auditor may desire to present.
Cosmas and Company has not rendered any services nor has it made any claim for
payment of compensation for any non-auditing services. It has no interest of
any nature in the Company other than for its present professional engagement.
No member or affiliate of the firm has ever had any business dealings or
family relationships with any officers, directors, or principal shareholders
of the Company.
- -7-
<PAGE>
ANNUAL REPORT
-------------
The Company will mail its 10-KSB Annual Report for the year ended
December 31, 1996, on or about May 16, 1997 under identical cover with this
Proxy Statement to all stockholders. Reference may be made to that report
for financial and other information about the Company. ADDITIONAL COPIES OF
THE FORM 10-KSB OR ANY FORM 8-K PREVIOUSLY FILED AND/OR ALL EXHIBITS NOTED
ON THE 10-KSB OR OF THE SUCCESSOR INCENTIVE STOCK OPTION PLAN WILL BE MADE
AVAILABLE TO STOCKHOLDERS AT NO COST UPON REQUEST TO THE COMPANY'S SECRETARY,
1919 SPRINGDALE ROAD, CHERRY HILL, NEW JERSEY 08003, WHICH SHOULD INCLUDE THE
PRECISE ADDRESS WHERE SUCH MATERIALS ARE TO BE SHIPPED.
STOCKHOLDERS PROPOSALS
----------------------
No stockholder proposals have been received for submission at the June 17,
1997, meeting. Any stockholder proposal appropriate for shareholder
consideration and any action that a shareholder may desire to be considered
for inclusion in proxy material for the Company's annual meeting of stockholders
in 1998 must be received at the principal executive offices of the Company no
later than 120 days prior to the date in 1998 when the proxy materials will have
been distributed for the 1998 annual meeting of shareholders which, at the time
of preparation of this statement, is estimated to be on or about June 1, 1998.
Any shareholder desiring to submit a proposal at any time is entitled to have
access to the relevant shareholders list. Requests for the same should be
submitted in writing to the Company's Secretary at 1919 Springdale Road,
Cherry Hill, New Jersey 08003.
GENERAL
-------
Proxies are being solicited by mail. Brokerage houses, custodians, nominees
and fiduciaries will be requested to forward the soliciting material to the
beneficial owners of stock held of record by such persons, and the Company
will reimburse them for their expenses in doing so.
THIS SOLICITATION OF PROXIES IS MADE FOR AND BY MANAGEMENT OF THIS COMPANY
AND THE ENTIRE COST OF THIS SOLICITATION WILL BE BORNE BY THE COMPANY.
Management does not intend to present and does not have any reason to believe
that others will present any proposal or item of business at the annual
meeting other than those set forth in the notice of the meeting and within the
present Proxy Statement. If any other matters are properly presented for a
vote, the proxies will be voted for such matters in accordance with the best
judgment of the person designated as proxy on the proxy card. Any shareholder
may attend the meeting in person, regardless of whether a proxy has been
previously executed. Attendance and voting in person as well as subsequent
execution of a latter written proxy will automatically revoke any prior proxy
not coupled with an interest.
By Order of the Board of Directors:
/s/ Joy C. Hartman
----------------------------
Joy C. Hartman, Secretary
Cherry Hill, New Jersey
March 31, 1997
- -8-
<PAGE>
SCIENCE DYNAMICS CORPORATION
Proxy Solicited on Behalf of The Board of Directors For
The Annual Meeting of Stockholders of June 17, 1997
The undersigned hereby appoints and constitutes Lyndon A. Keele and Joy C.
Hartman, or each or either of them as his/her true and lawful agent and
proxy with full power of substitution to represent the undersigned at the
Annual Meeting of Stockholders of Science Dynamics Corporation to be held
at the Corporate Offices at 1919 Springdale Road, Cherry Hill, New Jersey
on June 17, 1997 at 10:30 A.M. and at any adjournment of such meeting,
and to vote, as directed below, on matters coming before such meeting.
This proxy when executed will be voted as directed below. If no direction
is made, this proxy will be voted for the election of Directors the nominees
set forth below; for ratification of the Directors' engagement of Cosmas and
Company to act as independent public auditors; and for all routine matters
normally incident to a meeting and, at the discretion of the holder(s), for
any other matter that could not reasonably have been anticipated at time of
solicitation. This proxy will be voted in accordance with all specifications
or instructions contained or inserted hereupon.
ELECTION OF DIRECTORS
---------------------
Nominees for Directors:
- ----------------------
Lyndon A. Keele, Kenneth P. Ray, Joy C. Hartman
Michael Hershey, Alan C. Bashforth
Mark only one:
[ ] Vote for all such nominees listed above and recommended by the
Board of Directors.
[ ] Vote for all such nominees, except those whose names are lined out.
[ ] Vote withheld from all nominees.
[ ] Abstention.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS
----------------------------------------------------------
Mark only one:
[ ] Vote to ratify appointment of Cosmas and Company as recommended
by the Board of Directors
[ ] Vote against ratification of such auditors
[ ] Abstention
Please sign and date this proxy and return it promptly whether or not
you plan to attend the meeting. Sign exactly as name(s) appear(s) on
your Stock Certificate(s). Persons signing as attorneys, executors,
administrators, trustees, guardians or in like capacity should set forth
their full title. If signed on behalf of a corporation, the full corporation
name and the signer's corporate capacity should be signed by an authorized
officer. All joint tenants, tenants in common and tenants by the entirety
should sign. If you attend the meeting and vote by ballot, such vote will
automatically supersede this proxy. The Board of Directors is not aware
of any matters to be presented at the 1996 annual meeting other than for
the items defined above. In the event any unanticipated matter may be
presented at the meeting, the proxy holders or their substitutes are
authorized by your signature to vote upon any and all such other business
as may properly come before the meeting and which could not reasonably have
been anticipated to have been presented at the time of preparation of the
present proxy card and the enclosed proxy materials.
The undersigned hereby revokes any and all proxies heretofore given to vote
at such meeting or any adjournment thereof.
Dated: ,1997 _______________________________
