OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314
April 27, 1996
PROXY STATEMENT
General Information
The accompanying proxy is solicited by the Board of Directors of the Company
to be used at the Annual Meeting of Shareholders of the Company to be held at
the offices of the Company on May 14, 1996 at 9:00 a.m., and at any adjournments
thereof. The proxy will be voted in accordance with the instructions thereon if
it is returned duly executed and is not revoked.
The proxy hereby solicited is revocable at any time prior to its exercise by
sending in a subsequent proxy (with the same or other instructions), by
appearing at the Annual Meeting of Shareholders and voting in person, or by
notifying the Company in writing that it is revoked.
This proxy statement and the accompanying proxy were first mailed to
shareholders on or about May 1, 1996. The record date for determination of
shareholders entitled to notice of and to vote at the Annual Meeting has been
fixed as April 24, 1996. Only holders of shares of record at the close of
business on that date of the Company's Common Stock, par value $.01 per share
(hereinafter the "Shares"), will be entitled to notice of and to vote at said
meeting. As of that record date, the number of outstanding Shares entitled to
vote was 3,512,964. Each share of Common Stock is entitled to vote one vote.
The Company is bearing the cost of soliciting proxies. The proxies are being
solicited by the Board of Directors of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information at December 31, 1995 with respect
to the beneficial ownership of the Registrant's Common Stock by holders of more
than 5% of such stock and by all directors and officers of the Registrant as a
group:
<PAGE>
<TABLE>
Title Name and Address of Amount and Nature Percent
of Beneficial of Beneficial of
Class Owner Ownership Class
<S> <C> <C> <C>
Common Peter G. Dornau 2,222,866* 63.3%
President, Director
4041 S. W. 47 Avenue
Ft. Lauderdale, FL 33314
Common All Directors and 2,326,426 66.2%
officers as a group,
3 individuals
Common First Wilshire 237,629 6.8%
Securities Management, Inc.
727 West Seventh Street
Los Angeles, CA
<FN>
*Includes options and warrants to purchase 273,000 shares:
Mr. Dornau can exercise 23,000 shares within 60 days after Registrant's year
end through options granted in conjunction with the Company's 1991, 1992 and
1994 Stock Option Plans.
On February 3, 1993 the Company granted Mr. Dornau an option to purchase
100,000 shares of the Company's Common Stock at $1.38 per share. The
option expires in five (5) years (see item 1 also). The option was granted in
consideration of Mr. Dornau personally guaranteeing $1,300,000 of bank loans to
the Company. The option exercise price is 100% of the price of the Company's
Common Stock on the date of grant.
On April 13, 1994 the Company granted Mr. Dornau a five year option for
150,000 shares at a price of $2.25 representing 100% of the price of the Common
Stock at the time of grant in consideration of his personally guaranteeing the
Company's loan from a commercial bank.
</FN>
</TABLE>
2
<PAGE>
ITEM 1
ELECTION OF DIRECTORS
At the Annual Meeting, two Directors are to be elected to serve until the
next Annual Meeting and until their successors are elected and qualified.
Unless otherwise specified in the proxy, the shares represented by the proxy
hereby solicited will be voted by the persons designated as proxies for the
persons named in the following table, both of whom are now Directors of the
Company:
<TABLE>
Executive
Director Officer Sole
Name Since Since Age Occupation
<S> <C> <C> <C> <C>
Peter G. Dornau 1973 1973 56 President and Chairman of the
Board of Ocean Bio-Chem, Inc.
since 1973.
Jeffrey Tieger 1982 1982 52 Vice President-Director Ocean
Bio-Chem, Inc. since 1977;
Secretary since 1982.
Julio DeLeon - 1994 44 Vice President, Finance
</TABLE>
The terms of office of Mr. Dornau and Mr. Tieger expire in May, 1996.
The Company's Board of Directors held a total of one (1) meeting during the
fiscal year ended December 31, 1995, at which all the Directors were present.
The Company has no standing audit, nominating or compensation committees of the
Board of Directors, or committees performing similar functions. There is no
family relationship between any Director or nominee for Director of the Company
and any other Director, nominee or executive officer of the Company. There is
no arrangement or understanding between any such Director and any other person
pursuant to which such Director was selected as a Director or nominee for
Director of the Company. Directors receive no compensation for serving as
Directors. Officers of the Company serve continuously at the pleasure of the
Board of Directors.
The Board of Directors recommends a vote FOR the nominees.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth, as of January 1, 1996, information concerning
the number of shares of Common Stock beneficially owned by each Director and
nominee individually and by all executive officers and Directors of the Company
as a group. Peter G. Dornau owns approximately 63.3% of the outstanding Common
Stock of the Company. All executive officers and directors as a group own
approximately 66.2% of such Common Stock. The totals shown below for
each person and for the group includes shares held personally, shares held by
family members, and shares acquirable within sixty (60) days of January 1, 1996
by the exercise of stock options granted under the Company's option plans.
3
<PAGE>
<TABLE>
Account and Nature of Beneficial Ownership (1)
Name of Direct (2) Exercisable Deferred
Beneficial Ownership Options Share Units
Owner # Shares % (3)
<S> <C> <C> <C> <C>
Peter G. Dornau 1,949,866 55.5% 273,000 47,000
Jeffrey Tieger 66,150 1.9% 23,000 47,000
All Executive Officers
and Directors as
a Group 2,017,426 57.4% 309,000 137,000
<FN>
(1) Each person has sole voting and investment power with respect to all
shares shown except as indicated below.
(2) Does not include options to Mr. Dornau for giving loan guarantees. In
February 1993, the Company granted Mr. Dornau an option to purchase
100,000 shares at $1.38. The option expires in February 1998 and was
granted in connection with Mr. Dornau's guarantee of a loan from its
commercial bank. On April 13, 1994 the Company granted Mr. Dornau
a five year option for 150,000 shares at a price of $2.25 in
consideration of his personally guaranteeing the Company's $1,500,000
loan from its commercial bank. Both grants represent 100% of the
stock price at the time of the grant. Does not include options that
may be exercisable from Registrant's various option plans within a 60
day period after fiscal year end.
(3) Represents shares subject to stock options that are exercisable
currently or within sixty (60) days of January 1, 1996.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
Introduction
The following table sets forth the amount of compensation of the Chief
Executive Officer of the Company for each of the years 1993, 1994 and 1995.
There are no other officers earning $100,000 or more annually.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Annual Compensation Long Term Compensation
Principal Position Year Salary Bonus Options Underlying
SARs(1) Security
<S> <C> <C> <C> <C> <C>
Peter G., Dornau, CEO 1995 $90,612 $18,000 15,000 Common Stock
1994 $77,560 $24,200 - -
1993 $68,900 $20,466 20,000 Common Stock
4
<PAGE>
<FN>
(1) The Company maintains plans under which stock options may be
awarded. However, the Company does not maintain a "long-term
incentive plan," as that term is used in the applicable SEC rules,
under which payments are measured by performance of the Company over
longer than a one-year period. Common stock is usually valued at fair
market value on grant day.
</FN>
</TABLE>
Stock Option Plans
The Company had in effect the 1991, 1992 and 1994 Stock Option
Plans (the "1991 Plan", "1992 Plan" and "1994 Plan") that permit the
granting of stock options to purchase shares of Common Stock of the
Company. All employees of the Company and its subsidiaries are eligible to
be selected to participate in all Plans. The Plans are administered by the
Board of Directors, which selects employees to be participants and
determines the type and number of awards to be granted.
The number of shares available for grant under each of the 1991 and
1992 Plans is 200,000 shares of Common Stock of the Company. The option
price for stock options granted under both Plans is not less than the fair
market value of Common Stock on the date of grant and the term of each
option is fixed by the Committee. Options become exercisable as determined
by the Board of Directors.
In 1994, the Shareholders approved the "1994 Non-Qualified Stock
Option Plan." The plan permits the granting of stock options to purchase
shares of Common Stock of the Company at prices determined by the Board of
Directors. Pursuant to such Plan, 400,000 shares have been made available.
Options/SAR Grants in Last Fiscal Year
The following tables set forth information regarding stock option transactions
with respect to the named executive officers during 1995.
<TABLE>
Options/SAR Grants in Last Fiscal Year
<CAPTION>
Name Option/SAR's Percent of Total Exercise Market Expiration Potential Realizable Value at
Granted Options/SAR's or Base Price Date Value at Assumed Annual Grant Date
Granted to Price Per at Date Rates of Stock Price Market
Employees in Share of Appreciation for Option Price
Fiscal Year Grant Term
(1) (2) (4) (5) (5)
5% 10% 0%
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Dornau 15,000 15.46% $2.00 $2.50 1/22/2000 $3.19 $4.02 $ .50
Jeffrey Tieger 15,000 15.46% $2.00 $2.50 1/22/2000 $3.19 $4.02 $ .50
Julio DeLeon 15,000 15.46% $2.00 $2.50 1/22/2000 $3.19 $4.02 $ .50
<FN>
(1) Options become exercisable pursuant to a multi-year vesting schedule.
(2) Represents 80% of the average high and low sales prices as reported on the
NASDAQ Exchange on the date of grant.
5
<PAGE>
(3) The assumed rates of appreciation shown are prescribed in the applicable
SEC rules for use by all companies for the purpose of this table. Such
rates are not intended to represent either past or future appreciation
rates with respect to the Company's Common Stock at date of grant, then at
the end of a 5 year option term, the market price of the Company's Common
Stock exercisable at $2.00 would be $3.19 at a 5% appreciation rate, and
$4.02 at a 10% appreciation rate.
(4) Exercise dates range from December 23, 1996 through January 22, 2000.
(5) The amounts shown represent the hypothetical return to all holders of the
Company's Common Stock assuming that all shareholders purchased their
shares at their exercise price and that all shareholders hold the shares
continuously for a five-year period. The number of shares of outstanding
Common Stock on December 31, 1995 was 3,512,964.
</FN>
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
FY-END Options/SAR Values
<CAPTION>
(1) (2) (2) (3)
Number of Unexercised Value of Unexercised
Shares Options/SARs at Fiscal In-the-Money Options/
Acquired Value Year End SARs at December 31, 1995
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C>
Peter G. Dornau 281,862 $817,000 273,000 47,000 $164,680 $22,820
Jeffrey Tieger 22,050 $ 82,356 23,000 37,000 $ 16,940 $25,460
Julio DeLeon - - 13,000 43,000 $ 5,740 $21,980
<FN>
(1) The Value Realized was calculated by determining the difference between the value
of the shares exercised at the bid price for such shares at the exercise date and the
cost of those shares. This does not reflect the sales price that could have been
received on an actual sale of such shares since factors as trading volume can affect
the stock market price.
(2) No SARs were outstanding at December 31, 1995.
(3) The value of unexercised in-the-money options/SARs at December 31, 1995 was
calculated by determining the difference between the fair market value of the
underlying Common Stock at December 31, 1995 ($2.50 per Common Share) and
the exercise price of the option. An option is "in-the-money" when the fair market
value of the underlying Common Stock exceeds the exercise price of the option.
</FN>
</TABLE>
Report of the Organization and Compensation Committee
The Board of Directors (the "Committee") is responsible for setting the
policies and approving the practices of the Company in its compensation to
executive officers, including those named in the compensation tables in this
Proxy Statement. The Company has no separate compensation committee.
6
<PAGE>
In carrying out its responsibility in 1995, the Committee considered the
following:
1. The Company's financial performance;
2. The Company's policies and practices for compensation of employees
generally;
3. The historical philosophy of the Company to reward according to merit,
commitment to, and performance of, the Company.
The compensation structure for all employees of the Company, including the
executive officer named in the compensation tables in this Proxy Statement,
consists of base salary, paid weekly. Base salary of an employee is designed to
be competitive with base salaries in the Company's geographical area of
operations.
Executive officers and other key employees may receive additional cash
bonuses under the variable award plan. These bonuses are paid from a bonus pool
determined by the Board of Directors based upon the performance of the Company.
Individual bonuses are determined by an executive's level of responsibility
within the Company and an executive's performance in any year.
Executive officers and other key employees may also receive compensation in
the form of stock options. The number of stock options granted to an executive
is determined by the Board of Directors and depends principally upon an
individual's level of responsibility within the Company and performance by the
individual. Since stock options are granted at the average market price on the
date of grant and have value only if the market price on the underlying Common
Stock increases, and since the exercisability of options vests over a five (5)
year period after the grant date, the Board of Directors believes stock options
provide an appropriate long-term incentive for those receiving grants, as well
as stability in the work force. In addition, the Company encourages stock
ownership and retention of Common Stock by employees. Mr. Dornau and Mr. Tieger
are the members of the Board of Directors.
Performance Comparisons
The following chart compares the cumulative total shareholder return of the
Company for the five years ended December 31, 1995 to the cumulative total
shareholder return of (a) the NASDAQ market US stocks, and (b) the Industry
Index, which is the NASDAQ Non-Financial Stocks index.
7
<PAGE>
<TABLE>
CUMMULATIVE ANNUAL RETURN
<CAPTION>
CALENDAR YEAR END 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
OCEAN BIO-CHEM, INC. 220.00% 360.00% 740.00% 740.00% 700.00%
NASDAQ US 60.56% 86.87% 114.51% 109.69% 196.30%
NASDAQ NON FINANCIAL 60.98% 76.09% 103.32% 94.86% 167.92%
</TABLE>
8
<PAGE>
The Company believes that no single peer index or peer company is totally
comparable to the Company's business. The peer indices used to compare total
shareholder return include companies which supply to diverse markets. Some of
the Company's direct competitors are divisions that represent small portions of
companies and are not included in the peer comparisons since information is not
available to the Company to show those divisions separately from the parent.
EMPLOYEE AND EXECUTIVE OFFICER BENEFIT PLANS
The Company maintains the stock option and bonus plans described above in
this Proxy Statement and the group health, hospitalization and life insurance
plans generally available to all employees. The Company does not maintain a
pension plan, profit-sharing plan, 401(k) savings plan, executive death benefit
plan, executive salary continuation plan, or severance payment plan.
CERTAIN TRANSACTIONS
On April 4, 1988, the company entered a ten year lease for approximately
12,000 square feet of office and warehouse facilities in Ft. Lauderdale, Florida
from an entity owned by officers of the Company. The lease requires for 1995 a
minimum rental of $84,000 with provision for yearly increases based on the
Consumer Price Index (base: March 1988=100) and has provision for real estate
taxes, operating and maintenance charges to be paid by the Company.
Additionally, the annual rental can increase or decrease 7% annually for every
1% increase or decrease in the lessor's commercial bank's rate from a base of
8.5%.
The Registrant has rights to the Star brite name and products only for the
United States and Canada as a condition to its original public offering. The
President of the Registrant is the beneficial owner of the three companies which
market Star brite products outside the United States and Canada. Registrant has
advanced monies to assist in such foreign marketing in order to establish an
international trademark. As of December 31, 1995 and 1994 amounts owed to
Registrant by the three companies were approximately $547,000 and $302,000,
respectively. These amounts have been advanced by the Registrant on open account
with requirements of repayment between five and seven years. Advances bear
interest at the rate of interest charged to the Registrant on its bank line of
credit.
The Registrant has a business relationship with an entity owned by the
President whereby research and development of current and new products are
performed by this entity. Pursuant to such relationship the Registrant paid
$30,000 in 1994 and 1995.
The Company has granted stock options to Peter Dornau in consideration for
guarantees of bank loans. (See Security Ownership). At year end the Registrant
had $125,000 receivable from Mr. Dornau for the exercise of stock options. The
Registrant expects to collect such receivable during 1996.
The Board of Directors recommends a vote FOR election of the nominees
to the Board of Directors
9
<PAGE>
ITEM 2
AUDITORS
The Board of Directors has selected, subject to shareholder ratification,
Infante, Lago & Company., Certified Public Accounts, as the independent auditors
of the Company for the year ending December 31, 1996.
Accounting services provided by Infante, Lago & Company, Certified Public
Accountants, included the annual examination of the Company's financial
statements and assistance and consultation regarding the Company's annual
filings with the Securities and Exchange Commission.
The Board of Directors anticipates that a representative of Infante, Lago &
Company, Certified Public Accountants, will be present at the Annual Meeting of
Shareholders. He will have the opportunity to make a statement if he so desires,
although this is not anticipated, and he will be available to respond to
questions.
The Board of Directors recommends a vote FOR this proposal.
The Registrant dismissed its independent public accounting firm of Levi,
Rattner, Cahlin & Company, P.A. which audited the 1994 and 1993 financial
statements and replaced it with the independent public accounting firm of
Infante, Lago & Company.
The firm of Levi, Rattner, Cahlin & Company, P.A.'s report on the financial
statements of Registrant for the years 1994 and 1993 contained no adverse
opinion, no disclaimer of opinion and was not qualified as to uncertainty, audit
scope or accounting principles. The change of accountants was recommended and
approved by the Board of Directors of Registrant.
There were no disagreements or "reportable events" (ad described in Item
304 (a) (i)(iv) and (v) of regulation S-K) with the firm of Levi, Rattner,
Cahlin & Company, P.A. during the two most recent fiscal years and any
subsequent interim period through the date of such dismissal (September 26,
1995) as to any matter of accounting principles, practices, financial statements
disclosure or auditing scope or procedure.
SHARES OUTSTANDING AND VOTING RIGHTS
Directors and Officers holding Shares of the Common Stock control in the
aggregate 57.4% of the outstanding Shares, and all intend to vote such Shares in
person or by proxy in favor of all proposals of the Board of Directors to be
voted upon. A majority of the Shares voting in favor of a proposal is
sufficient to adopt it.
The cost of preparing, assembling, and mailing the proxy and related
materials will be borne by the Company. Proxies may also be solicited by
person, by interview and telephone, and brokers and dealers in securities and
others may be requested to forward proxy soliciting material to the beneficial
owners of Shares held of record by such persons. Similarly, proxies may be
solicited by Directors and Officers at a nominal cost to the Company.
10
<PAGE>
The proxies named in the enclosed form of proxy and their substitutes will
vote the Shares represented by the enclosed form of proxy, if the proxy appears
to be valid on its face.
SHAREHOLDER PROPOSALS
It is anticipated that the next Annual Meeting of Shareholders will be held
on or about 9:00 a.m., May 14, 1997. Shareholder proposals intended to be
presented at the May 14, 1997 Annual Meeting pursuant to the provisions of Rule
14a-8 of the Securities and Exchange Commission, promulgated under the
Securities Exchange Act of 1934, as amended, must be received at the Company's
offices at 4041 S. W. 47 Avenue, Fort Lauderdale, Florida 33314, by January 1,
1997 for inclusion in the Company' s Proxy Statement and Form of Proxy relating
to that meeting.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Act of 1934 requires the Company's officers
and directors and persons who own more than 10% of the registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than 10% shareholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required from those persons, the Company believes that, during fiscal year 1995,
all filings required by its officers, directors and greater than 10% beneficial
owners were timely filed.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company is not
aware of any other matter to be presented at the Meeting other than as set forth
herein. However, if any other matters are properly brought before the Meeting,
the Shares represented by valid proxies will be voted with respect to such
matters in accordance with the best judgment of the persons voting them. A
majority vote of the Shares outstanding is necessary to approve any such matter.
JEFFREY TIEGER, SECRETARY
/S/ JEFFREY TIEGER
Fort Lauderdale, Florida
April 27, 1996
11
<PAGE>
OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1996
TO THE SHAREHOLDERS OF OCEAN BIO-CHEM, INC.
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders of
Ocean Bio-Chem, Inc., a Florida corporation (formerly Star brite Corporation),
will be held at the offices of Ocean Bio-Chem, Inc., 4041 S. W. 47 Avenue, Fort
Lauderdale, Florida 33314, on May 14, 1996 at 9:00 a.m. and any and all
adjournments thereof, for the following purposes:
1. To elect two directors of the Company to serve until the next Annual
Meeting of Shareholders and until their respective successors have been duly
elected and qualified;
2. To consider and act upon a proposal to ratify the appointment of
Infante, Lago & Company, as the independent certified public accountants of the
Company.
3. To transact such other business as properly may come before the meeting
or any adjournments thereof.
All Shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly. The giving of the proxy will not affect your right to vote
in person if you attend the Meeting. Your proxy may be revoked at any time
before it is voted at the Meeting by following the instruction set forth on page
1 of the attached Proxy Statement.
Only Shareholders of record of the Common Stock of the Company at the Close
of Business on April 24, 1996 are entitled to notice of and to vote at the
Meeting or at any and all adjournments thereof. The accompanying Proxy is being
solicited by the Board of Directors of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ PETER DORNAU
PETER G. DORNAU
President
Fort Lauderdale, Florida
<PAGE>
OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314
Proxy for Annual Meeting of Shareholders on May 14, 1996
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned Shareholder of Ocean Bio-Chem, Inc. hereby appoints Peter
G. Dornau and Jeff Tieger, and each of them as proxies of the undersigned, with
full power of substitution and revocation, to represent the undersigned and to
vote and otherwise represent all of the shares of the Common Stock of Ocean
Bio-Chem, Inc. which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held on May 14, 1996 at 9:00 a.m., local
time, and at any adjournments thereof, with the same effect as if the
undersigned were present and voting the shares, on the following matters and in
the following manner.
1. The election of the following persons as directors of the Company to
serve until the next annual meeting of shareholders or until their successors
shall be elected and shall qualify:
Name:
Peter G. Dornau For / / Withhold Authority / /
Jeff Tieger For / / Withhold Authority / /
The Board of Directors recommends a vote "FOR" Item 2 below.
2. The approval, adoption and ratification of the selection by the Board
of Directors of Infante, Lago & Company, P.A., Certified Public Accountants, as
Auditors for the Company for the year ending December 31, 1996.
For / / Against / / Abstain / /
3. To vote or otherwise represent the shares on any other business or on
other matters which should properly come before the meeting or any adjournments
thereof according to their decision or according to the decision of the majority
of them.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE AND THE PROXY IS RETURNED
SIGNED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED "FOR" ITEMS (1), (2)
AND (3) ABOVE.
Unless specifically indicated, the execution of this proxy is an
acknowledgement of the receipt of the Notice of Annual Meeting of Shareholders,
Annual Report and Proxy Statement.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as Attorney, as Executor, Administrator,
Trustee or Guardian, please give full title as such. If a company, please sign
in full corporate name by President or other authorized officer. If partnership,
please sign in partnership name by authorized person. PLEASE SIGN, DATE AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
Dated 1996
