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
______________________________________________________________
BONRAY DRILLING CORPORATION
(Name of Registrant as Specified In It's Charter)
Debera T. Baker
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate 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:
_______________________________________________________________
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:
______________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________
[ ] 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>
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 6, 1996, and is
being first mailed to the stockholders on October 4, 1996. 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, 1996, 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, 1996 will be entitled to vote at the meeting.
As of September 25, 1996, Cede & Co. owned of record but not
beneficially, 208,948 shares (49%) 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, 1996, 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.
<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
HBH Enterprises A
Limited Partnership 148,850 (3) 35.1%
P. O. Box 20750
Oklahoma City, OK 73156
P. Oppenheimer Investment 28,596 6.8%
Partnership L.P.
119 W. 57th Street
New York, NY 10019
</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 HBH Enterprises A Limited
Partnership ("HBH"). The general partner of HBH is HBH Holding
Corporation ("Holding"), and the limited partners are Raymond H.
Hefner, Jr., Trustee, Raymond H. Hefner, Jr. Revocable Trust, Bonnie B.
Hefner Revocable Trust, Bonnie B. Hefner, Trustee, Raymond H. Hefner,
Jr. Revocable Trust, Bonnie B. Hefner Revocable Trust, Vici H. Heitzke,
Brenda H. Burkey, Richard B. Hefner, Gary F. Fuller, Trustee, Vici Kay
Heitzke Trust, Brenda Gay Burkey Trust, Richard B. Hefner Trust, Bonnie
B. Hefner, Trustee, Leah Michelle Heitzke Family Trust, Phillip Matthew
Heitzke Family Trust, Christopher Conor Burkey Family Trust, Nicole
Raye Burkey Family Trust, Natalie Ann Burkey Family Trust, Leah
Michelle Heitzke Minor's Trust, Phillip Matthew Heitzke Minor's Trust,
Christopher Conor Burkey Minor's Trust, Nicole Raye Burkey Minor's
Trust, Natalie Ann Burkey Minor's Trust, Katherine H. Hefner Minor's
Trust, Ryan H. Hefner Minor's Trust, Matthew G. Heitzke Trustee, Leah
Michelle Heitzke Family Trust, Phillip Matthew Heitzke Family Trust,
Leah Michelle Heitzke Minor's Trust, Phillip Matthew Heitzke Minor's
Trust, Christopher H. Burkey, Trustee, Christopher Conor Burkey Family
Trust, Nicole Raye Burkey Family Trust, Natalie Ann Burkey Family
Trust, Christopher Conor Burkey Minor's Trust, Nicole Raye Burkey
Minor's Trust, Natalie Ann Burkey Minor's Trust, Lisa K. Hefner,
Trustee, Katherine H. Hefner Minor's Trust, Ryan H. Hefner Minor's
Trust. The outstanding capital stock of Holding is owned 35% by
Raymond H. Hefner, Jr.; 35% by Bonnie B. Hefner, wife of Raymond H.
Hefner, Jr,; with 10% each by Vici H. Heitzke, Brenda H. Burkey and
Richard B. Hefner, the three (3) adult children of Raymond and Bonnie
Hefner. Raymond and Bonnie Hefner are the directors of Holding, and
Raymond H. Hefner, Jr. is president of Holding and has voting and
dispositive power with respect to the shares of the company held by
HBH.
(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, 1996, 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
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.
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 1996 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.
<TABLE>
<CAPTION>
Date Term Director
Name and Principal Occupation Age Expires Since
- ----------------------------- --- --------- -----------
<S> <S> <S> <S>
Raymond H. Hefner, Jr., Chairman 69 Nov. 1996 March, 1980
of the Board, of the Company;
President, Bonray, Inc.;
President, HBH Holding Corporation
William B. Cleary, Manager, 75 Nov. 1996 May, 1981
Cleary Exploration L.L.C.
Richard B. Hefner, President and 36 Nov. 1996 October, 1990
Chief Executive Officer of the
Company; Vice President, Bonray,
Inc.; Vice President, HBH Holding
Corporation
Hobart A. Smith, Vice President 59 Nov. 1996 May, 1981
of Smith International, Inc. and
Consultant to the President
James R. Tolbert III, Chairman, 61 Nov. 1996 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, and
President of HBH Holding Corporation, the general partner of HBH
Enterprises A Limited Partnership, an Oklahoma limited partnership, a
privately held 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., 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. 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 serves as Vice
President of Bonray, Inc., a privately held oil and gas investment
company, and Vice President of HBH Holding Corporation, the general
partner of HBH Enterprises A Limited Partnership, an Oklahoma limited
partnership, a privately held 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,
1996, to the Company's most highly compensated executive officers whose
cash compensation exceeded $100,000 and the Chief Executive Officer of
the Company regardless of compensation level.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Other
Name Annual Restricted All Other
and Compensa- Stock LTIP Compen-
Principal Salary Bonus tion Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SAR's(#) ($) ($)
- --------- ---- ------ ----- --------- ---------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard B. Hefner
CEO 1996 $90,000 $-0- $-0- $-0- -0- $-0- $2,700 *
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 *
</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, 1996, 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.
The Board of Directors favors a vote for the proposal to
approve the appointment of Ernst & Young LLP. Unless a contrary
indication is specified, the shares represented by the enclosed proxy
will be so voted. The affirmative vote of a majority of the Company's
common stock represented and voting at the Annual Meeting of
Stockholders will be necessary for the approval of the appointment of
Ernst & Young LLP. In the event the appointment of Ernst & Young LLP
should not be approved by the stockholders, the Board of Directors will
make another appointment, to be effective at the earliest feasible
time.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the
company stock represented at the meeting will be required for (i) the
election as director of each nominee and (ii) the approval of the
appointment of Ernst & Young LLP as independent auditors of the Company
for the ensuing year. The Company's Secretary will appoint an
inspector of election to tabulate all votes and certify the results of
all matters voted upon at the annual meeting. Neither the corporate
law of the State of Delaware, the state in which the Company is
incorporated, nor the Company's Certificate of Incorporation or Bylaws
have any specific provisions regarding the treatment of abstentions and
of broker non-votes. It is the Company's policy not to count
abstentions or broker non-votes except for purposes of determining the
presence of a quorum at the meeting.
STOCKHOLDERS' PROPOSALS
Proposals by stockholders intended to be presented at the
1997 Annual Meeting of Stockholders must be received by the Company
prior to June 30, 1997 for the proposals to be included in the proxy
statement and proxy card relating to such meeting. It is suggested
that proponents submit their proposals by certified mail, return
receipt requested.
OTHER MATTERS
The Board of Directors knows of no other matters to be
brought before the Annual Meeting of Stockholders' however, if any
additional matters are properly brought before the meeting, the persons
named in the enclosed proxy form will vote the proxies in their
discretion in the manner they believe to be in the best interest of the
Company.
The accompanying form of proxy has been prepared at the
direction of the Board of Directors of the Company, of which you are a
stockholder, and is sent to you at the request of the Board of
Directors. The proxies named therein have been designated by your
Board of Directors.
The Board of Directors of the Company urges you, even if you
presently plan to attend the meeting in person, to execute the enclosed
proxy and mail it as indicated immediately. You may revoke your proxy
and vote in person if you are in fact able to attend.
ANNUAL REPORT AND 10-K REPORT
A COMBINATION ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED June 30, 1996, IS ENCLOSED WITH
THESE PROXY MATERIALS. OTHER INTERESTED PARTIES MAY REQUEST COPIES OF
THIS COMBINATION ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K FROM THE
COMPANY AT ANY TIME BEFORE OR AFTER THE MEETING. ADDITIONAL COPIES OF
THIS REPORT WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS ON WRITTEN
REQUEST TO: Debera T. Baker, Corporate Secretary; Bonray Drilling
Corporation; P.O. Box 50128; Oklahoma City, Oklahoma 73140.
BONRAY DRILLING CORPORATION
BY ORDER OF THE BOARD OF DIRECTORS
DEBERA T. BAKER
Debera T. Baker
Corporate Secretary
Oklahoma City, Oklahoma
October 4, 1996
<PAGE>
PROXY
BONRAY DRILLING CORPORATION
for
Annual Meeting of Stockholders to be held
November 6, 1996
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 6, 1996, and at any
adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as set forth in the accompanying Proxy
Statement
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
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.)
________________________________________________________________
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.
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__________________________, 1996
____________________________________
Signature
____________________________________
Signature if held jointly
