<PAGE> 1
SCHEDULE 14A INFORMATION
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
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BONRAY DRILLING CORPORATION
(Name of Registrant as Specified In It's Charter)
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Debera T. Baker
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the approprite box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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:
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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:
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4) Proposed maximum aggregate value of transaction:
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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.
<PAGE> 2
BONRAY DRILLING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 14, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Bonray Drilling Corporation will be held in the Conference Room at the Bonray
Drilling Corporation office, 4701 Northeast 23rd Street, Oklahoma City,
Oklahoma, at 9:00 a.m. on November 14, 1995, for the purpose of considering and
voting upon the following matters:
1. Electing five (5) directors;
2. Approving the appointment of Ernst & Young LLP as independent
auditors of the Company for the ensuing year; and
3. Such other business as may properly come before the meeting or any
adjournment thereof.
The transfer books will not be closed, but only stockholders of record at
the close of business on September 25, 1995, will be entitled to notice of and
to vote at the meeting. A complete list of the stockholders entitled to vote
at the meeting shall be open to the examination of any stockholder, for any
purpose germane to the meeting, at the offices of Bonray Drilling Corporation,
4701 Northeast 23rd Street, Oklahoma City, Oklahoma.
You are cordially invited to attend the meeting. Even if you plan to
attend, you are respectfully requested to date, sign and return the enclosed
proxy at your earliest convenience in the enclosed return envelope. You may
revoke your proxy at any time prior to exercise.
BY ORDER OF THE BOARD OF DIRECTORS
Debera T. Baker
Corporate Secretary
Oklahoma City, Oklahoma
October 6, 1995
<PAGE> 3
BONRAY DRILLING CORPORATION
4701 NORTHEAST 23RD STREET
OKLAHOMA CITY, OKLAHOMA 73121
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of Bonray
Drilling Corporation (hereinafter referred to as the "Company") in connection
with the solicitation of proxies to be used in voting at the Annual Meeting of
Stockholders to be held November 14, 1995, and is being first mailed to the
stockholders on October 6, 1995. THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY.
A person signing the enclosed proxy has the power to revoke it by
giving notice to the Secretary in person, by written notification actually
received by the Secretary, or by subsequently granting a later dated proxy
relating to the same shares, at any time prior to its being exercised, or by
voting in person at the meeting.
The Company will bear the cost of soliciting proxies.
Solicitation may be made by mail, telephone or telegraph or personally by
officers, directors and regular employees of the Company. The Company will
also reimburse brokers, other custodians, nominees and fiduciaries for their
reasonable expenses for forwarding proxy material to the beneficial owners of
stock. All such further solicitations will be made by employees of the
Company, who will not be additionally compensated therefor, and the cost
thereof will be borne by the Company.
VOTING SECURITIES OUTSTANDING,
SECURITY OWNERSHIP OF
MANAGEMENT AND PRINCIPAL STOCKHOLDERS
As of September 25, 1995, 423,540 shares of common stock of the
Company were issued and outstanding, and each share is entitled to one vote.
Only holders of common stock of record at the close of business on September
25, 1995 will be entitled to vote at the meeting. As of September 25, 1995,
Cede & Co. owned of record but not beneficially, 203,835 shares (48%) of the
common stock of the Company. Cede & Co., the nominee for the Depository Trust
Company, holds securities of record for participating financial institutions
such as banks and brokers/dealers.
The following table sets forth, as of September 25, 1995, the
number of shares of common stock of the Company held by each person who is
known to the Company to own beneficially more than 5% of the outstanding shares
of the Company's common stock.
<PAGE> 4
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership * of Class
- - - ------------------- ------------------ --------
<S> <C> <C>
Raymond H. Hefner, Jr. 165,660 (1) (2) (3) 39.1%
P. O. Box 20750
Oklahoma City, OK 73156
Bonnie B. Hefner 165,660 (1) (2) (3) 39.1%
P. O. Box 20750
Oklahoma City, OK 73156
Brenda H. Burkey 149,040 (3) (4) (5) 35.2%
1700 Huntington Avenue
Oklahoma City, Oklahoma 73116
Richard B. Hefner 148,970 (3) (6) 35.2%
Route 3, Box 294
Seminole, Oklahoma 74868
Vici H. Heitzke 148,850 (3) 35.1%
3909 Surrey Road
Edmond, Oklahoma 73013
Hefner Enterprises 148,850 (3) 35.1%
P. O. Box 20750
Oklahoma City, OK 73156
</TABLE>
* Unless otherwise noted, the person named has sole voting and investment
power over the shares reflected opposite his/her name.
(1) Includes 960 shares held of record by Mr. Hefner and the right to acquire
beneficial ownership of 15,170 shares held by the Raymond H. Hefner, Jr.
Revocable Trust, of which Mr. Hefner is settlor and sole trustee and over which
Mr. Hefner has sole voting and investment power. Mrs. Hefner disclaims any
beneficial interest in these shares.
(2) Includes 680 shares held by Mr. and Mrs. Hefner as joint tenants and as to
which they share voting and investment power.
(3) Includes 148,850 shares held by Hefner Enterprises, a Texas general
partnership, of which the managing partners are Raymond H. Hefner, Jr.; Bonnie
B. Hefner, wife of Raymond H. Hefner, Jr.; and Vici H. Heitzke, Brenda H.
Burkey and Richard B. Hefner, the three adult children of Raymond H. Hefner,
Jr. and Bonnie B. Hefner. The remaining general partners are Grover H. Hope,
P. O. Box 427, Addison, Texas 75001, as trustee of three trusts under trust
instruments dated December 23, 1976, namely the Vici Kay Heitzke Trust, the
Brenda Gay Burkey Trust and the Richard Boyd Hefner Trust, the beneficiaries of
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<PAGE> 5
which are the three adult children of Raymond H. Hefner, Jr. and Bonnie B.
Hefner; Bonnie B. Hefner and Christopher Burkey (the spouse of Brenda H.
Burkey), as trustees of six trusts, the beneficiaries of which are the three
minor children of Brenda H. Burkey; namely, the Christopher Conor Burkey Family
Trust, the Christopher Conor Burkey Minor's Trust, the Nicole Raye Burkey
Family Trust, the Nicole Raye Burkey Minor's Trust, the Natalie Ann Burkey
Family Trust and the Natalie Ann Burkey Minor's Trust; and Bonnie B. Hefner and
Matthew G. Heitzke (the spouse of Vici H. Heitzke), as trustees of four trusts,
the beneficiaries of which are the two minor children of Vici H. Heitzke,
namely, the Leah Michelle Heitzke Family Trust, the Leah Michelle Heitzke
Minor's Trust, the Phillip Matthew Heitzke Family Trust and The Phillip Matthew
Heitzke Minor's Trust. The business of the partnership is managed by the
managing partners. All actions taken by the managing partners require the
approval of at least a majority of the managing partners. Such approval must
include the approval of Raymond H. Hefner, Jr., if living, or Bonnie B. Hefner,
if Raymond H. Hefner, Jr. is not living. The partners all share voting and
investment powers over these shares. Messrs. Hope, Burkey and Heitzke
disclaim any beneficial interest in all 148,850 shares held by Hefner
Enterprises.
(4) Includes 10 shares held of record by Brenda H. Burkey, over which Brenda
H. Burkey has sole voting and investment power. Christopher H. Burkey
disclaims any beneficial interest in these shares.
(5) Includes 180 shares held of record by Christopher H. Burkey, over which
Christopher H. Burkey has sole voting and investment power. Brenda H. Burkey
disclaims any beneficial interest in these shares.
(6) Includes 120 shares held of record by Richard B. Hefner, over which
Richard B. Hefner has sole voting and investment power.
The following table and notes thereto set forth, as of September
25, 1995, the number of shares of common stock of the Company beneficially
owned by all directors and nominees for directors of the Company and all
directors and officers of the Company as a group. The Company has been
provided such information by its directors and officers.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership * of Class
- - - ------------------ ------------------ --------
<S> <C> <C>
Raymond H. Hefner, Jr. 165,660 (1) 39.1%
P. O. Box 20750
Oklahoma City, OK 73156
Richard B. Hefner 148,970 (2) 35.2%
Route 3, Box 294
Seminole, Oklahoma 74868
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership * of Class
- - - ------------------ ------------------ --------
<S> <C> <C>
James R. Tolbert III 11,590 (3) 2.7%
2321 Belleview Terrace
Oklahoma City, Oklahoma 73118
William B. Cleary -0- -
1607 Dorchester Drive
Oklahoma City, Oklahoma 73120
Hobart A. Smith -0- -
14 Sawmill Grove Court
The Woodlands, Texas 77380
All Officers and Directors as 177,240 41.8%
a group (11 persons)
</TABLE>
* Unless otherwise noted, the person named has sole voting and investment
over the shares reflected opposite his name.
(1) Includes 960 shares held of record by Mr. Hefner, and the right to acquire
15,170 shares held by the Raymond H. Hefner, Jr. Revocable trust, of which Mr.
Hefner is settlor and sole trustee, and over which Mr. Hefner has sole voting
and investment power. Mr. Hefner and his wife share voting and investment
power with respect to 680 shares included above held by them as joint tenants.
Mr. Hefner shares voting and investment power as to 148,850 shares included
above, as hereinabove set forth in footnote (3) to the preceding table.
(2) Includes 120 shares held of record by Mr. Richard B. Hefner, of which Mr.
Hefner has sole voting and investment power. Mr. Hefner shares voting and
investment power as to 148,850 shares including above, as hereinabove set forth
in footnote (3) to the preceding table.
(3) Mr. Tolbert disclaims any beneficial ownership of 160 shares included
above, of which 10 shares are owned by his wife, 40 shares are owned by his
four adult children, and 110 shares are held by S.C. Bomielle, Inc., a nominee
corporation holding such shares for Mr. Tolbert's adult children. Mr. Tolbert
has sole voting and investment power over the shares described above, except
with respect to the shares owned by his wife, as to which he has no voting or
investment power, and the 110 shares held by S.C. Bomielle, Inc., as to which
he shares voting power.
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<PAGE> 7
DIRECTORS
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
The Company has a standing Audit Committee, the members of which
are Messrs. Cleary and Smith. No meetings were held by such committee during
the last fiscal year. The functions performed by such committee, which for
fiscal year 1995 were performed by the Board of Directors, include nomination
of the independent auditors of the Company, review of the proposed scope of the
independent audits and the results thereof, review with management personnel of
the independent auditors' observations on financial policy, controls and
personnel, review of any significant change in accounting policy and accounting
for any major transaction and review of corporate policy for avoiding conflicts
of interest.
One meeting of the Board of Directors was held during the last
fiscal year and all directors with the exception of Mr. Cleary attended the
meeting. The Company does not have standing Nominating or Executive
Committees.
ELECTION OF DIRECTORS
At the Annual Meeting of the Stockholders, five directors are to
be elected to serve for one-year terms and until their respective successors
are duly elected and qualified, in accordance with the provisions of the
By-Laws of the Company. Because the Company does not have a standing
Nominating Committee, the Board of Directors has nominated the directors to
stand for election at the annual meeting. Unless a stockholder requested that
voting of the proxy be withheld for any one or more of the nominees for
director by so directing on the proxy card, the shares represented by the
enclosed proxy will be voted for election as directors of the five nominees
hereinafter named. If any nominee becomes unavailable for any reason, of if a
vacancy should occur before the election (which events are not anticipated),
the shares represented by the enclosed proxy may be voted for such other
person as may be determined by the holders of such proxy. The affirmative vote
of holders of a majority of the Company's common stock represented and voting
at the annual meeting will be necessary for the election, as director, of each
nominee.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The information appearing in the following table and discussion,
with respect to principal occupation or employment during the past five years
and present directorships, has been furnished to the Company by the respective
nominees and directors. Messrs. Raymond H. Hefner, Jr., Cleary, Richard B.
Hefner, Smith, and Tolbert are nominees for election, as directors, at this
meeting, to serve for additional terms of one year. Richard B. Hefner is the
son of Raymond H. Hefner, Jr. All directors are United States citizens.
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<PAGE> 8
<TABLE>
<CAPTION>
Date Term Director
Name and Principal Occupation Age Expires Since
- - - ----------------------------- --- ---------- -------
<S> <C> <C> <C>
Raymond H. Hefner, Jr., Chairman 68 Nov. 1995 March, 1980
of the Board, of the Company;
Managing General Partner,
Hefner Enterprises; President,
Bonray, Inc.
William B. Cleary, Manager, 74 Nov. 1995 May, 1981
Cleary Exploration L.L.C.
Richard B. Hefner, President and 35 Nov. 1995 October, 1990
Chief Executive Officer of the
Company; General Partner,
Hefner Enterprises; Vice
President, Bonray, Inc.
Hobart A. Smith, Vice President 58 Nov. 1995 May, 1981
of Smith International, Inc. and
Consultant to the President
James R. Tolbert III, Chairman, 60 Nov. 1995 March, 1980
President, Chief Executive
Officer and Treasurer of First
Oklahoma Corporation
</TABLE>
Raymond H. Hefner, Jr. was elected Chairman of the Board of
Directors of the Company upon its inception in March 1980. He served as Chief
Executive Officer from that time until June 30, 1993. He founded Bonray Energy
Corporation, a company engaged in oil and gas exploration and production and
the predecessor of the Company's operations, in 1957. He served as Chairman of
the Board, Chief Executive Officer and Treasurer of Bonray Energy Corporation
until it's sale on November 1, 1991. Mr. Hefner also serves as President of
Bonray, Inc., a privately held oil and gas investment company. Mr. Hefner
served as Chairman of the Board of Liberty Bank and Trust Company of Oklahoma
City, N.A., a national bank, and Vice Chairman of the Board of Liberty Bancorp,
Inc., a bank holding company; and he currently serves as a director of Liberty
Bancorp, Inc., Liberty Bank and Trust Company of Oklahoma City, N.A., Liberty
Bank and Trust Company of Tulsa, N.A., Oklahoma Health System, Liberty Mutual
Insurance Company, Liberty Life Assurance Company, and Liberty Mutual Fire
Insurance Company, all national insurance companies. Mr. Hefner is also a
director of Gulf Canada Resources, Ltd., headquartered in Calgary.
William B. Cleary formed Cleary Exploration, L.L.C., an oil and
gas exploration company, in January, 1993, where he serves as Manager. He was
Chief Executive Officer, President and Director of Boswell Energy Corporation,
Oklahoma City, Oklahoma 73118), a company engaged in oil and gas exploration
and production, from July, 1976 to June, 1992.
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<PAGE> 9
He is a Director of Bank of Oklahoma, N.A. and BOK Financial
Corp. In 1950 he founded Cleary Petroleum Corporation and served as Chief
Executive Officer of that company and its successors until 1976. (On November
1, 1973, Cleary Petroleum Corporation was acquired by W.R. Grace & Co., and in
1978, changed its name to Grace Petroleum Corporation.)
Richard B. Hefner was elected President, Chief Operating Officer
and Director of the Company in October, 1990, and on June 30, 1993, was elected
Chief Executive Officer. Mr. Hefner is a general partner of Hefner
Enterprises, Texas general partnership and Vice President of Bonray, Inc., a
privately held oil and gas investment company. Mr. Hefner has served as Vice
President and General Manager of Canadian Valley Ranch, Inc., a pure-bred
livestock production company, since 1982. The address is Route 3, Box 294,
Seminole, Oklahoma 74868.
Hobart A. Smith has served in various capacities with Smith
International, Inc./Smith Tool Division, a manufacturing company (P.O. Box
60068, Houston, Texas 77205), since 1965, including various sales, managerial
and vice presidential positions. Since August, 1979, he has served as Vice
President, and since 1992, also serves as Consultant to the President.
James R. Tolbert III served as President, Treasurer and Director
of Anta Corporation from September, 1972, and Chairman of the Board of
Directors from November, 1976, until its liquidation in April, 1985. From
April, 1985, until November, 1989, he served as Trustee of the Anta Corporation
Liquidating Trust. On July 16, 1986, Mr. Tolbert was elected Chairman,
President, Chief Executive Officer and Treasurer of First Oklahoma Corporation,
a holding company (120 E. Sheridan, Oklahoma City, Oklahoma 73104). He served
as a Director of BEC until its sale in November 1, 1991.
EXECUTIVE COMPENSATION
The following information is set forth with respect to all cash
compensation paid by the Company for services rendered in all capacities to the
Company during the three fiscal years ended June 30, 1995, to the Company's
most highly compensated executive officers whose cash compensation exceeded
$100,000 and the Chief Executive Officer of the Company regardless of
compensation level.
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<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
--------------------------- --------------------- -------
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SAR's(#) ($) ($)
- - - --------- ---- ------ ----- ------- --------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard B. Hefner
CEO 1995 $70,000 $-0- $-0- $-0- -0- $-0- $2,100 *
Richard B. Hefner
CEO 1994 $70,000 $-0- $-0- $-0- -0- $-0- $2,100 *
Richard B. Hefner
CEO 1993 $70,000 $-0- $-0- $-0- -0- $-0- $2,100 *
</TABLE>
* Amounts paid to the account of Mr. Richard Hefner as a participant in the
Savings and Thrift Plan for Employees of Bonray Drilling Corporation (the
"Savings Plan"). All officers and employees of the Company who meet certain
eligibility requirements (such as attaining the age of 18 and one (1) year of
service to the Company) are eligible to participate in the Savings Plan.
COMPENSATION OF DIRECTORS
Messrs. Raymond Hefner and Richard Hefner do not receive
additional compensation for serving as directors. All outside directors are
paid $500 for each board and committee meeting attended.
TRANSACTIONS WITH MANAGEMENT
For the fiscal year ended June 30, 1995, the Company made no
purchases or had any other transactions with management.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Pursuant to the recommendation of the Audit Committee, the
members and functions of which have been described earlier in this Proxy
Statement, the Board of Directors of the Company has appointed Ernst & Young
LLP as independent auditors of the Company. Ernst & Young LLP, certified
public accountants, have been the independent auditors of the Company since
April 1, 1980. Although not formally required, the appointment of the
independent auditors of the Company has been directed by the Board of Directors
to be submitted to the stockholders for approval, and their approval is
requested. The Board of Directors considers such accountants to be well
qualified.
A representative of Ernst & Young LLP will be present at the
meeting. Such representative will be given the opportunity to make a statement
if he desires to do so and will be available to respond to appropriate
questions.
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<PAGE> 11
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PROXY BONRAY DRILLING CORPORATION
FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 14, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Raymond H. Hefner, Jr. and Debera T. Baker,
or either of them Proxies for the undersigned, with full power of substitution
in each, to represent and to vote, as designated below, all shares of common
stock of Bonray Drilling Corporation which the undersigned is entitled to vote
at the annual meeting of stockholders to be held on November 14, 1995, and at
any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as set forth in the accompanying Proxy
Statement
<TABLE>
<S> <C>
/ / FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
Raymond H. Hefner, Jr., William B. Cleary, Richard B. Hefner, Hobart A. Smith,
and James R. Tolbert III.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
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2. PROPOSAL TO APPROVE the appointment of Ernst & Young as the
independent auditors of the Company
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF NOMINEES LISTED AND "FOR" PROPOSAL 2. YOU MAY
REVOKE THIS PROXY AT ANY TIME PRIOR TO VOTE THEREOF.
The undersigned hereby acknowledges receipt of the Proxy Statement and
hereby expressly revokes any and all proxies heretofore given or executed by him
with respect to the shares represented by the Proxy.
Please sign exactly as name(s)
appear hereon. When shares are held
by joint owners, both should sign.
When signing in a representative
capacity, please file full title
and attach proof of authority
unless already on file with the
Company. If a corporation or
partnership, please sign in full
corporate or partnership name by
President or partner or other
authorized person.
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATE , 1995
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-----------------------------------
Signature
-----------------------------------
Signature if held jointly
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