SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement [] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11 or Rule 14a-12
Ocean Bio-Chem, Inc.
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(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) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[] Fee paid previously with preliminary materials:
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[] 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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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314
April 24, 1998
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 8, 1998 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 April 24, 1998. The record date for determination of
shareholders entitled to notice of and to vote at the Annual Meeting has been
fixed as April 10, 1998. 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 3,853,017. 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, 1997 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:
1
<PAGE>
Title Name and Address of Amount and Nature Percent
of Beneficial of Beneficial of
Class Owner Ownership Class
- ------ ------------------------ ----------------- -------
Common Peter G. Dornau 2,351,509* 57.4%
President, Director
4041 S. W. 47 Avenue
Ft. Lauderdale, FL 33314
Common All Directors and 2,475,591 60.4%
officers as a group,
3 individuals
Common First Wilshire 267,772 7.21%
Securities Management, Inc.
727 West Seventh Street
Los Angeles, CA
*Includes options and warrants to purchase 281,000 shares as follows:
Mr. Dornau can exercise 31,000 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 February 2, 1998, Mr. Dornau exercised
this option.
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.
2
<PAGE>
ITEM 1
ELECTION OF DIRECTORS
---------------------
At the Annual Meeting, five 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, all of whom are now Directors of the
Company:
Executive
Director Officer Sole
Name Since Since Age Occupation
- --------------- ---------- ------- --- ------------------------------
Peter G. Dornau 1973 1973 58 President and Chairman of the
Board of Ocean Bio-Chem, Inc.
since 1973.
Jeffrey Tieger 1977 1977 54 Vice President-Director Ocean
Bio-Chem, Inc. since 1977;
Secretary since 1982.
Julio DeLeon - 1994 46 Vice President, Finance. Mr.
DeLeon has been with the
Company since 1988.
Laz L. Schneider March 1998 - 59 Attorney with the law firm of
Berger, Davis & Singerman
since 1991.
James Kolisch March 1998 - 47 President of Kolisch Insurance
since 1978.
Edward Anchel March 1998 - 51 Chief Financial Officer of A & C
Bakery since 1993.
The terms of office of all directors expire in May, 1998.
The Company's Board of Directors held a total of one (1) meeting during the
fiscal year ended December 31, 1997, at which all the Directors were present.
The Company has no standing 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.
3
<PAGE>
On March 4, 1998 the Board of Directors consented to elect three
independent Directors. Additionally, the Board established an audit committee
to be formed of the following Directors: Peter G. Dornau, Laz L. Schneider,
James Kolisch and Ed Anchel. The function of such committee will be to receive
the auditor's report and to instruct the Board on their recommendation.
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, 1998, 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 57.4% of the
outstanding Common Stock of the Company. All executive officers and directors as
a group own approximately 60.4% 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,
1998 by the exercise of stock options granted under the Company's option
plans.
Account and Nature of Beneficial Ownership (1)
----------------------------------------------
Name of Direct (2) Exercisable Deferred
Beneficial Ownership Options Share Units
Owner # Shares % (3)
- --------------- ----------- ------- ----------- -----------
Peter G. Dornau 2,070,509 57.40% 281,000 19,000
Jeffrey Tieger 69,457 2.45% 31,000 19,000
All Executive Officers
and Directors as
a Group 2,142,501 60.68% 343,000 57,000
(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 February 2, 1998, Mr. Dornau exercised this
option. 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.
4
<PAGE>
(3) Represents shares subject to stock options that are exercisable
currently or within sixty (60) days of January 1, 1998.
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 1995, 1996 and 1997.
There are no other officers earning $100,000 or more annually.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation Long Term Compensation
Principal Position Year Salary Bonus Options Underlying
SARs(1) Security
- --------------------- ---- -------- ------- -------- ------------
Peter G., Dornau, CEO 1997 $110,152 $21,000 - -
1996 $ 94,256 $17,000 15,000 Common Stock
1995 $ 90,612 $18,200 15,000 Common Stock
(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.
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.
5
<PAGE>
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
There were no options/SAR granted in 1997.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
FY-END Options/SAR Values
(1) (1) (2)
Number of Unexercised Value of Unexercised
Shares Options/SARs at Fiscal In-the-Money Options/
Acquired Value Year End SARs at December 31, 1997
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- -------- ------------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter G. Dornau 23,153 $11,397 281,000 19,000 - -
Jeffrey Tieger - - 31,000 19,000 - -
Julio DeLeon 6,946 $ 4,918 31,000 19,000 - -
<FN>
(1) No SARs were outstanding at December 31, 1997.
(2) The value of unexercised in-the-money options/SARs at December 31, 1997 was
calculated by determining the difference between the fair market value of
the underlying Common Stock at December 31, 1997 ($1.38 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. No options were in the money.
</TABLE>
Report of the 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.
In carrying out its responsibility in 1997, 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.
6
<PAGE>
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 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, 1997 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>
<CAPTION>
CUMMULATIVE ANNUAL RETURN
ANNUAL RETURN
-------------------------------------------
CALENDAR YEAR END 1993 1994 1995 1996 1997
- -------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
OCEAN BIO-CHEM 82.61% 0.00% - 4.76% -20.00% -31.25%
NASDAQ US 14.79% -2.25% 41.42% 23.01% 22.33%
NASDAQ NON FINANCIAL 15.46% -3.85% 39.36% 21.50% 17.35%
</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 1997 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, 1997 and 1996 amounts owed to
Registrant by the three companies were approximately $691,000 and $596,000,
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 1995 and 1997.
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 $197,200 receivable from Mr. Dornau for the exercise of stock options. The
Registrant expects to collect such receivable during 1998.
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, 1998.
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.
SHARES OUTSTANDING AND VOTING RIGHTS
------------------------------------
Directors and Officers holding Shares of the Common Stock control in the
aggregate 59.85% 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.
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 11, 1999. Shareholder proposals intended to be
presented at the May 11, 1999 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,
1999 for inclusion in the Company' s Proxy Statement and Form of Proxy relating
to that meeting.
10
<PAGE>
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 upon review of Forms 3 and 4 and Amendments thereto furnished
to the Company under Rule 16A-3(e) during its most recent fiscal year and Form 5
and Amendments thereto furnished to the Company with respect to its most recent
fiscal year and any written representation referred to in Paragraph (b) (2) (I)
of this item, all filings were made.
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 24, 1998
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 8, 1998
TO THE SHAREHOLDERS OF OCEAN BIO-CHEM, INC.
NOTICE IS HEREBY GIVEN that the 1998 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 8, 1998 at 9:00 a.m. and any and all
adjournments thereof, for the following purposes:
1.To elect five 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 10, 1998 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 G 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 8, 1998
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 8, 1998 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/ /
Ed Anchel For/ / Withhold Authority/ /
Laz Schneider For/ / Withhold Authority/ /
James Kolisch For/ / Withhold Authority/ /
<PAGE>
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, 1998.
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
acknowledgment 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____________________1998 ______________________________
______________________________
