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(c) or Rule 14a-12
JACKPOT ENTERPRISES, INC.
______________________________________________________________________________
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
5) Total fee paid:
______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
______________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________
3) Filing Party:
______________________________________________
4) Date Filed:
______________________________________________
<PAGE>
JACKPOT ENTERPRISES, INC.
1110 Palms Airport Drive
Las Vegas, Nevada 89119
Telephone Number: (702) 263-5555
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 13, 1995
To the Stockholders of Jackpot Enterprises, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Jackpot Enterprises, Inc., a Nevada corporation
("Jackpot"), will be held at Treasure Island at the Mirage, 3300
S. Las Vegas Boulevard, Las Vegas, Nevada 89109 on December 13,
1995, at 9:00 a.m., local time, for the purpose of considering
and acting upon:
(1) the election of four directors of Jackpot to serve as
the Board of Directors until the next Annual Meeting of
Stockholders and until their successors are elected and qualified
(the "Director Proposal");
(2) a proposal to ratify the appointment of Deloitte &
Touche LLP as Jackpot's independent auditors for the fiscal year
ending June 30, 1996 (the "Auditor Proposal"); and
(3) such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on
October 3, 1995 as the record date for determining Stockholders
entitled to notice of and to vote at the Annual Meeting or any
adjournment or adjournments thereof. Stockholders will not be
entitled to appraisal rights in connection with the matters to be
voted on at the Annual Meeting.
A proxy and postage prepaid return envelope are enclosed for
your convenience.
By Order of the Board of Directors,
ALVIN J. HICKS
Secretary
October 13, 1995
It is important that your shares be represented at the Annual
Meeting. Please complete, date, sign and mail the enclosed proxy
card promptly in the return envelope provided, regardless of
whether you plan to attend the Annual Meeting, so that your vote
may be recorded. If you are present at the Annual Meeting, you
may withdraw your proxy and vote in person if you so desire.
JACKPOT ENTERPRISES, INC.
1110 Palms Airport Drive
Las Vegas, Nevada 89119
Telephone Number: (702) 263-5555
PROXY STATEMENT
This Proxy Statement (including the Notice of Annual Meeting
of Stockholders, "Proxy Statement") is furnished to the holders
("Stockholders") of Common Stock, par value $.01 per share
("Common Stock"), of Jackpot Enterprises, Inc., a Nevada
corporation ("Jackpot" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the
Annual Meeting of Stockholders of Jackpot to be held on December
13, 1995 (including any adjournment or adjournments thereof, the
"Annual Meeting"). A copy of the Notice of Annual Meeting
accompanies this Proxy Statement. It is anticipated that the
mailing of this Proxy Statement, the accompanying Proxy Card and
the Annual Report to Stockholders for the fiscal year ended June
30, 1995 will commence on or about October 13, 1995.
The Board of Directors believes that approval of the Director
Proposal and the Auditor Proposal (collectively, the
"Proposals") are in the best interests of the Company and its
Stockholders. The Board of Directors has unanimously approved
the Proposals and recommends that Stockholders vote FOR approval
of each of the Proposals.
The Board of Directors does not know of any matter that is
expected to be presented for consideration at the Annual Meeting
other than the matters described in this Proxy Statement.
However, if other matters properly come before the Annual
Meeting, the persons named in the accompanying proxy intend to
vote thereon in accordance with their judgment.
All proxies received pursuant to this solicitation will be
voted FOR the Proposals, except as to matters where authority to
vote is specifically withheld and where another choice is
specified as to the Proposal, in which event, they will be voted
in accordance with such specification. If no instructions are
given, the persons named in the proxy solicited by the Board of
Directors of Jackpot intend to vote FOR the Director Proposal and
FOR the Auditor Proposal.
INTRODUCTION
The Company
Jackpot has been actively engaged in the gaming industry for
over 30 years. The Company is one of the largest gaming machine
route operators in the State of Nevada, operating as of June 30,
1995, 4,284 state-of-the-art video poker and other gaming
machines in 452 locations. The Company also operates four
casinos in Nevada, operating as of June 30, 1995, 546 gaming
machines.
Record Date; Stockholders Entitled to Vote; Quorum
Only Stockholders of record at the close of business on
October 3, 1995, the record date ("Record Date") for the Annual
Meeting, will be entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, Jackpot had outstanding
9,301,647 shares of Common Stock. Shares of Common Stock are the
only securities of Jackpot entitled to vote at the Annual Meeting
and each share outstanding as of the Record Date will be entitled
to one vote. The presence in person or by proxy of the holders
of a majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Annual
Meeting.
<PAGE>
Vote Required For Approval
Nevada law requires that each of the four nominees for
director be elected by the affirmative vote of a plurality of
the votes of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting and that the
ratification of the appointment of the Company's independent
auditors be approved by the affirmative vote of a plurality of
the votes of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting.
Revocability of Proxies
A Stockholder who dates, signs and returns the enclosed
form of proxy may revoke the proxy at any time before it is
voted by submitting to the Secretary of Jackpot a duly
executed written revocation or a proxy bearing a later date.
Attendance at the Annual Meeting shall not have the effect of
revoking a proxy unless the Stockholder so attending shall, in
writing, so notify the Secretary of the Annual Meeting at any
time prior to the voting of the proxy.
Solicitation of Proxies
The cost of soliciting proxies will be borne by the
Company. In addition to the use of the mails, proxies may be
solicited personally or by telephone by directors, officers or
employees of the Company, none of whom will receive any
compensation therefor in addition to their regular
remuneration. The Company will reimburse brokers and certain
other persons holding stock in their names or in the names of
nominees for their expenses in sending proxy materials to
principals and obtaining their proxies, which are anticipated
to total $10,000.
The Company has retained Beacon Hill Partners, Inc.
("Beacon") to aid in the solicitation of proxies from brokers,
banks, nominees and other institutional owners and non-
objecting beneficial owners and individual holders of record,
by personal interview, telephone, telegram or mail. The
Company will pay Beacon a fee of $1,500 and will reimburse
Beacon for certain expenses incurred by it.
Voting of Proxies
Proxies will be voted in accordance with the instructions
indicated thereon. A validly executed proxy which does not
indicate instructions will be voted FOR each of the Proposals.
The Annual Meeting will be held for the transaction of
business described above and for the transaction of such other
business as may properly come before the Annual Meeting.
Proxies will confer discretionary authority with respect to
any other matters which may properly be brought before the
Annual Meeting (which, as defined herein, includes any
adjournment or adjournments thereof). At the date of this
Proxy Statement, the only business which the Company's
management intends to present, or knows that others will
present, is that described in this Proxy Statement. If other
matters properly come before the Annual Meeting, the persons
holding proxies solicited hereunder intend to vote such
proxies in accordance with their judgment on all such matters.
Tabulation of Votes
All votes will be tabulated by the inspector of election
appointed for the Annual Meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-
votes. Abstentions and broker non-votes will be counted as
present in determining whether the quorum requirement is
satisfied. Abstentions will be counted towards the tabulation
of votes cast on the Proposals and will have the same effect
as negative votes. Broker non-votes are not counted for any
purpose in determining whether a matter has been approved.
<PAGE>
ELECTION OF DIRECTORS
At the meeting, four directors are to be elected, each to
hold office (subject to Jackpot's By-Laws) until the next
Annual Meeting of Stockholders and until his respective
successor has been elected and qualified. If any nominee
listed in the table below should become unavailable for any
reason, which management does not anticipate, the proxy will
be voted for any substitute nominee or nominees who may be
selected by the Board of Directors prior to or at the Annual
Meeting, or, if no substitute is selected by the Board of
Directors prior to or at the Annual Meeting, for a motion to
reduce the membership of the Board to the number of nominees
available. The information concerning the nominees and their
security holdings has been furnished by them to Jackpot.
The directors of Jackpot (none of whom has a family
relationship with one another, and each of whom is a nominee
for election as a director at the Annual Meeting) are as
follows:
Name Age Position
__________________________ ___ __________________________
Allan R. Tessler 59 Chairman of the Board
Don R. Kornstein 43 President, Chief Executive
Officer and Director
David R. Markin 64 Director
Robert L. McDonald, Sr. 75 Director
Allan R. Tessler has served as Chairman of the Board
since May 3, 1994 and has been a director of Jackpot since
1980. Mr. Tessler served as Secretary of Jackpot from 1980
through August 1993. He has been Chairman and Chief Executive
Officer of International Financial Group, Inc., an
international merchant banking firm, since 1987. He has been
Co-Chairman and Co-Chief Executive Officer of Data
Broadcasting Corporation ("DBC") (a securities market data
supplier) since June 1992. During 1990, Mr. Tessler was
retained by Infotechnology, Inc. and Financial News Network,
Inc., a predecessor to DBC, to assist in the restructuring
(under federal bankruptcy laws) of such companies. From May
1988 through October 1993, Mr. Tessler was Chairman of the
Board and Chief Executive Officer of Ameriscribe Corporation
(a national provider of facilities management services). Mr.
Tessler has been Chairman of the Board of Enhance Financial
Services, Inc. (an insurance holding company) since 1986 and
Chairman of the Board of Great Dane Holdings Inc. (formerly
International Controls Corporation) (a diversified holding
company) since 1987. He is also a director of The Limited,
Inc. and Allis-Chalmers Corporation.
Don R. Kornstein has served as President, Chief Executive
Officer and a director of Jackpot since September 8, 1994.
Prior to his appointment with Jackpot, Mr. Kornstein was a
Senior Managing Director of Bear, Stearns & Co. Inc., a
leading worldwide investment banking firm where he had been
employed since 1977. Mr. Kornstein was in such firm's
Investment Banking Department and was head of that firm's
gaming industry group. Mr. Kornstein is also a director of
Riddell Sports, Inc. (a manufacturer of athletic equipment).
David R. Markin has been a director of Jackpot since
1980. Mr. Markin has been Chairman of the Board and President
of Checker Motors Corporation, an automobile parts
manufacturer and taxicab fleet operator, since 1970, and
President and Chief Executive Officer of Great Dane Holdings
Inc. since 1989. Mr. Markin is also a director of Enhance
Financial Services, Inc. and DBC.
Robert L. McDonald, Sr. has been a director of Jackpot
since 1980. Mr. McDonald is a senior partner in the law firm
of McDonald Carano Wilson McCune Bergin Frankovich & Hicks,
counsel to Jackpot. Mr. McDonald is a principal stockholder,
executive officer and a director of Little Bonanza, Inc., the
corporate operator of the Bonanza Casino located in Reno,
Nevada.
These individuals will be placed in nomination for
election to the Board of Directors. The Board of Directors
recommends a vote FOR the election of each of the nominees for
director. The shares represented by the proxy cards returned
will be voted FOR election of these nominees unless an
instruction to the contrary is indicated on the proxy card.
Committees of the Board of Directors and Meetings
In September 1987, the Board of Directors established the
Audit Committee. The Audit Committee consists of
Messrs. Tessler and Markin, who reported to the Board on two
occasions during the fiscal year ended June 30, 1995. The
Audit Committee reviews and satisfies itself as to the
adequacy of the structure of Jackpot's financial organization
and as to the proper implementation of the financial and
accounting policies of Jackpot. The Audit Committee reviews
with Jackpot's independent auditors the scope of the annual
audit prior to its commencement and the results of such audit
before the release of the Annual Report to Stockholders. More
specifically, the Audit Committee (a) reviews Jackpot's
financial and accounting policies and procedures with emphasis
on any major changes during the year, (b) reviews the results
of the audit for significant items and inquiries as to whether
the independent auditors are completely satisfied with the
audit results, discussing any recommendations and comments the
independent auditors may have, and (c) ascertains the degree
of cooperation of Jackpot's financial and accounting personnel
with the independent auditors.
In December 1985, the Board of Directors established the
Compensation Committee, which met on one occasion during the
fiscal year ended June 30, 1995. The Compensation Committee,
which consists of Messrs. Tessler, Markin and McDonald, makes
recommendations to the Board of Directors as to salaries,
bonuses, and other forms of compensation for officers and
other key employees.
The Board of Directors held five meetings during the
fiscal year ended June 30, 1995 and also acted by written
consent three times. All of the directors attended all such
meetings. All of the members of the Audit Committee and the
Compensation Committee attended all of the meetings of such
Committees. The Board of Directors has no nominating
committee.
<PAGE>
DIRECTOR AND EXECUTIVE COMPENSATION
Executive Compensation. The following table sets forth the
annual and long-term compensation, attributable to service in the
three fiscal years ended June 30, 1995, to those persons who were
(i) the Chief Executive Officer in fiscal 1995, (ii) the two
remaining most highly paid executive officers at the end of fiscal 1995, and
(iii) two former executive officers, who resigned effective April 28, 1995
(collectively, the "Named Executives").
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
_______________________________ _______________________
AWARDS PAYOUTS
___________ _______
Stock
Name and Other Option
Principal Fiscal Annual Awards
Position Year Salary Bonus Compensation (in LTIP All Other
shares)Payout Compensation
(1) (2) (3) (4)
_________ ______ ________ ________ ____________ _______ ______ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
Don R.
Kornstein(5)1995 $528,750(5)$220,000(5) -- 727,500 -- --
President 1994 -- -- -- -- -- --
and Chief 1993 -- -- -- -- -- --
Executive
Officer
George
Congdon(6) 1995 $ 95,000 $ 30,000 -- 10,000 -- $ 1,408(7)
Senior Vice 1994 $ 88,333 $ 16,500 -- 12,000 -- $ 1,152(7)
President- 1993 $ 73,558 $ 9,750 -- -- -- $ 915(7)
Operations
Bob Torkar
Senior Vice
President- 1995 $ 96,600 $ 27,000 -- 10,000 -- $ 1,393(7)
Finance, 1994 $ 93,047 $ 20,000 -- 30,000 -- $ 1,387(7)
Treasurer, 1993 $ 84,861 $ 25,000 -- 11,000 -- $ 1,213(7)
and Chief
Accounting
Officer
Frederick
Sandvick(8) 1995 $220,833(8) -- -- 50,000 -- $423,669(9)
Former 1994 $240,000 $ 50,232 -- 30,000 -- $ 2,770(7)
Executive 1993 $215,000 $134,263 -- 110,000 -- $ 2,648(7)
Vice
President
and Chief
Financial
Officer
Jeffrey L.
Gilbert (8) 1995 $220,833(8) -- -- 50,000 -- $391,668(9)
Former 1994 $240,000 $ 50,232 -- 30,000 -- $ 2,770(7)
Executive 1993 $204,167 $134,263 -- 110,000 -- $ 2,648(7)
Vice
President
and Chief
Operating
Officer
</TABLE>
(1) Reflects the primary capacity served during fiscal 1995.
(2) Includes incentive compensation and bonus (see "Employment Agreements")
and also bonuses determined at the discretion of the Board of Directors
or the Compensation Committee which were not pursuant to a predetermined
plan or agreement.
(3) The Named Executives each received certain perquisites, the value of
which did not exceed the lesser of $50,000 or 10% of such Named
Executive's annual salary and bonus in the three years ended
June 30, 1995.
(4) Represents the number of shares subject to Options granted during the
respective fiscal year.
(5) Mr. Kornstein was appointed President and Chief Executive Officer on
September 8, 1994.
(6) Mr. Congdon was appointed Senior Vice President - Operations on
May 11, 1995.
(7) Jackpot has a deferred profit sharing plan which covers all eligible
employees, including executive officers. Under the deferred profit
sharing plan, the annual contribution by the Company, as determined by the
Board of Directors, is allocated to all eligible employees based on their
annual compensation, as defined.
(8) Messrs. Sandvick and Gilbert resigned their positions with the Company
effective April 28, 1995. From May 3, 1994 until September 8, 1994, the
date Mr. Kornstein was appointed President and CEO, Messrs. Sandvick
and Gilbert managed the day-to-day operations of Jackpot.
(9) In connection with the termination of their respective employment
agreements, the Company paid Messrs. Sandvick and Gilbert approximately
$401,586 and $369,585, respectively, in consideration for the termination
of their employment and the cancellation of certain nonqualified stock
options in full satisfaction of all rights under their respective
employment agreements, including, but not limited to, severance
compensation and accrued vacation. Options to purchase 250,710 and
224,375 shares of Common Stock held by Messrs. Sandvick and Gilbert
were cancelled on April 28, 1995. In addition, during fiscal 1995,
Messrs. Sandvick and Gilbert each received $22,083 for payment of
other accrued vacation.
Option Grants. The following table summarizes pertinent information
concerning individual grants of Options, including the potential realizable
dollar value of grants of Options made during the fiscal year ended June 30,
1995, to each Named Executive, assuming that the market value of the
underlying security appreciates in value, from the date of grant to the end
of the Option term, at the assumed rates indicated in the following table.
<TABLE>
FISCAL 1995 OPTION GRANTS
Potential Realizable
Value At Assumed
Rates of Stock Price
Appreciation for
Individual Grants Option Term (1)
________________________________________________________ _____________________
Percent of
Total
Options
Granted
to
Employees(2) Exercise Expira-
Options in Fiscal Price tion
Name Granted Year ($/Share) Date 5% ($) 10% ($)
__________ __________ ____________ _________ ________ _________ ___________
<S> <C> <C> <C> <C> <C> <C>
Don R.
Kornstein 700,000 (3) 58.2% $ 9.25 9/08/04 $4,074,000 $10,318,000
27,500 (4) 2.3% $10.75 6/30/00 $ 77,000 $ 169,675
George
Congdon 10,000 .8% $ 8.50 8/17/99 $ 23,500 $ 51,900
Bob Torkar 10,000 .8% $ 8.50 8/17/99 $ 23,500 $ 51,900
Frederick
Sandvick 50,000 (5) 4.2% $ 8.50 (5) (5) (5)
Jeffrey L.
Gilbert 50,000 (5) 4.2% $ 8.50 (5) (5) (5)
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at
annualized rates of 5% and 10%, respectively, which were established by
rules promulgated by the Securities and Exchange Commission and therefore
are not intended to forecast possible future appreciation, if any, of
Jackpot's Common Stock price.
(2) Total Options granted include Options to purchase an aggregate of 290,504
shares of Common Stock granted to the Board of Directors (see "Director
Compensation").
(3) Mr. Kornstein entered into an employment agreement with Jackpot which was
effective September 8, 1994. As part of his employment agreement,
Mr. Kornstein was granted an Option to acquire up to 700,000 shares of
Common Stock at an exercise price of $9.25 per share, which was the fair
market value of the Common Stock on the date of the grant. The
Option vests in equal installments on each September 8 of 1995, 1996 and
1997, respectively, subject to earlier vesting upon the achievement of
certain earnings tests, or a certain stock price test or upon a change
in control, as defined in Mr. Kornstein's employment agreement (see
"Employment Agreements").
(4) As a member of the Board of Directors, Mr. Kornstein was automatically
granted an Option to purchase 27,500 shares of Common Stock on
June 30, 1995. Pursuant to the 1992 Incentive and Non-qualified Stock
Option Plan, the exercise price for each June 30 automatic grant will
be the fair market value of the Common Stock on the following
September 30. On September 30, 1995, the exercise price of such grant
was vested at $10.75 per share (see "Director Compensation").
(5) Options to purchase an aggregate of 475,085 shares of Common Stock held
by Messrs. Sandvick and Gilbert, including those Options listed above,
were cancelled on April 28, 1995.
Option Exercises and Fiscal Year-End Values. Shown below is information
with respect to the exercise of Options to purchase Common Stock of Jackpot
during the last fiscal year by each of the Named Executives and the value of
unexercised Options held by each of them as of the end of fiscal 1995. None
of the Named Executives exercised any Options during fiscal 1995. Options
to purchase 250,710 and 224,375 shares of Common Stock held by Messrs. Sandvick
and Gilbert were cancelled on April 28, 1995.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value at Fiscal Year-End(#) at Fiscal Year-End($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable (1)
__________ ___________ ________ _____________________ _____________________
<S> <C> <C> <C> <C>
Don R.
Kornstein - - 0/727,500 0/$612,500
George
Congdon - - 18,000/4,000 $16,250/0
Bob Torkar - - 52,550/10,000 $16,250/0
Frederick
Sandvick - - - -
Jeffrey L.
Gilbert - - - -
</TABLE>
(1) Based on the closing price of $10.125 for Jackpot's Common Stock on the
New York Stock Exchange on June 30, 1995.
<PAGE>
Pension Plan. Effective October 1, 1990, the Board of Directors approved
the implementation of a retirement plan for certain executives and management
employees (the "Salary Continuation Plan"). In general, the Salary
Continuation Plan provides that a participant (i.e., an employee with an
annual salary in excess of $60,000, which amount may be increased annually by
the Board of Directors) retiring at age 65 will receive a monthly retirement
benefit equal to an amount determined by dividing the sum of the participant's
Future Service Benefit (as defined in the Salary Continuation Plan)
(i.e., the sum, for each year, of such percentage of the participant's annual
compensation as the Board of Directors may in its sole discretion determine)
and, if applicable, Past Service Benefit (as defined in the Salary Continuation
Plan) (i.e., an amount equal to 1% of the participant's average annual
compensation prior to October 1, 1990) by 12 for a total of 180 consecutive
monthly payments.
Participants who retire after age 55 but before age 62 (with 120 months of
consecutive service) receive a reduced benefit. The Salary Continuation Plan
also provides for pre-retirement survivors' benefits in a monthly amount equal
to either (i) the sum of the participant's Future Service Benefit and, if
applicable, Past Service Benefit as of the date of death, divided by 12, or
(ii) 1/12 of the participant's annual compensation that would have been
paid to the participant in the year of death had the participant continued in
the service of Jackpot for the remainder of such year, for a number of months
determined as follows:
Participant's Age at Death Number of Monthly Payments
___________________________ __________________________
Less than 40 36
40 but less than 50 24
50 and over 12
<PAGE>
The amounts expended by Jackpot for the Salary Continuation Plan are on a
group basis and are actuarially determined. No specific amount is expended
and set aside by Jackpot for the account of any individual officer or
employee under the Salary Continuation Plan. The Board of Directors may amend
or terminate the Salary Continuation Plan at any time, subject to certain
limitations. The Board of Directors determined that no percentage
of the participant's annual compensation in fiscal 1995 would be used in
determining monthly retirement benefits. Messrs. Kornstein, Congdon and
Torkar have not earned any benefits under the Salary Continuation Plan.
The following table illustrates the annual retirement income payable to an
employee under the Salary Continuation Plan assuming the Future Retirement
Benefits (as defined in the Salary Continuation Plan) are equal to 1% of a
participant's annual compensation, the payments are on a straight 180 month
annuity basis, the plan continues in its present form until the participant's
retirement and the age of retirement is 65. The benefits listed
in the following table are not subject to any deduction for Social Security
benefits or other offset amounts.
<TABLE>
PENSION PLAN TABLE
Years Of Service
__________________________________________________________
Remuneration 10 15 20 25 30
____________ __ __ __ __ __
<S> <C> <C> <C> <C> <C>
$100,000 $ 10,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000
$125,000 $ 12,500 $ 18,750 $ 25,000 $ 31,250 $ 37,500
$150,000 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000
$200,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 60,000
$250,000 $ 25,000 $ 37,500 $ 50,000 $ 62,500 $ 75,000
$300,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000
$350,000 $ 35,000 $ 52,500 $ 70,000 $ 87,500 $105,000
$400,000 $ 40,000 $ 60,000 $ 80,000 $100,000 $120,000
$600,000 $ 60,000 $ 90,000 $120,000 $150,000 $180,000
</TABLE>
Director Compensation. Directors who are not salaried employees of the
Company are presently entitled to receive director's fees of $32,000 per year.
In addition, a director who serves as a member of the Compensation Committee
and/or Audit Committee is entitled to receive $10,800 and $7,200,
respectively, per year. For the fiscal year ended June 30, 1995, Messrs.
Tessler, Markin and McDonald received aggregate fees of $50,000, $50,000 and
$42,800, respectively. Mr. Kornstein did not receive any fees for service on
the Board of Directors during fiscal 1995.
The 1992 Incentive and Non-qualified Stock Option Plan (the "1992 Plan")
provides that each individual who is a member of the Board of Directors on
June 30 of any year, beginning June 30, 1992, including any future
director on any such date, will automatically be granted a nonqualified
Option to purchase 27,500 shares of Common Stock on each such June 30.
The exercise price for each June 30 grant will be 100% of the fair market
value of the Common Stock on the following September 30. Each Option granted
to a director will become exercisable after September 30 of each year and
expire five years from the date of grant. On June 30, 1995 Options
to purchase an aggregate of 110,000 shares of Common Stock (27,500 each to
Messrs. Tessler, Kornstein, Markin and McDonald) were automatically granted
pursuant to the terms of the 1992 Plan. The exercise price of the June
30, 1995 Option grant was $10.75 per share.
In fiscal 1995, Messrs. Tessler, Markin and McDonald exercised nonqualified
stock Options to purchase an aggregate of 248,313 shares (82,771 shares each)
of Common Stock. As consideration for the issuance of Common Stock pursuant
to the exercise of the Options, Messrs. Tessler, Markin and McDonald
surrendered an aggregate of 168,603 shares (56,201 shares each) of Common
Stock with an aggregate fair market value of $1,759,584 ($586,528 each), or
$10.44 per share, the fair market value of the Common Stock based on the
closing market price on the respective exercise date. Messrs. Tessler, Markin
and McDonald realized an aggregate gain of $838,152 ($279,384 each) from the
exercise of such Options.
In consideration of the Board of Directors' waiver of current service
benefits that would have accrued in fiscal 1995 to the Retirement Plan
(see "Directors' Retirement Plan"), the Board of Directors extended from
October 18, 1994 to October 18, 1999, at the same exercise price, the
expiration date of Options to purchase an aggregate of 180,504 shares of
Common Stock originally granted on October 18, 1989 at an exercise price
of $9.19 per share to Messrs. Tessler, Markin and McDonald. The exercise
price was in excess of 100% of the fair market value of the Common Stock
on the date of the extension of the grants.
Directors' Retirement Plan. On October 18, 1989, the Board of
Directors adopted the Jackpot Retirement Plan for Directors (the "Retirement
Plan") which was implemented on October 1, 1990. The Retirement Plan will
provide each director with a retirement benefit in a lump sum amount equal to
the aggregate of the annual base retainers paid to the directors during each
year of service on the Board of Directors, including service prior to the
implementation date. Interest is added to the accounts of each director
quarterly, using the one-year Treasury bill rate. Directors who do not
receive director's fees because they are executive officers, will be deemed
to have an annual base retainer equal to the average base retainers paid to
other directors for the year. Subject to certain conditions, directors who
have at least ten years of service become entitled to a payment of their
respective accrued benefit upon retirement from the Board of Directors,
"change of control" in Jackpot, and certain other events. The Board of
Directors waived current service benefits that would have accrued in fiscal
1995, other than the interest earned on accrued benefits.
The following table sets forth amounts allocated pursuant to the Retirement
Plan for the period from October 1, 1990 through June 30, 1995, including
benefits relating to periods of service prior to October 1, 1990, for each
director and all directors as a group.
<TABLE>
Accrued Benefits
Vested as of
Name of Individual Capacities In which Served June 30, 1995
________________________ __________________________ _________________
<S> <C> <C>
Allan R. Tessler Chairman of the Board $ 472,185
Don R. Kornstein Director $ 0
David R. Markin Director $ 472,185
Robert L. McDonald, Sr. Director $ 472,185
All directors as a group $1,416,555
</TABLE>
Employment Agreements
Mr. Kornstein entered into an employment agreement with Jackpot
effective as of September 8, 1994, which agreement will initially expire on
September 30, 1997 and will automatically be extended for additional
one-year periods on each October 1 commencing October 1, 1995 unless
notice is given by either the Company or Mr. Kornstein. Mr. Kornstein is
to receive an initial minimum annual base salary of $675,000 for the first
two years of the employment term and a minimum annual base salary of $725,000
thereafter. In addition, Mr. Kornstein's employment agreement provides for
an annual bonus for each fiscal year equal to (i) 2% of all amounts up to
the first $5 million by which the Company's earnings before interest,
taxes, depreciation and amortization, as defined ("EBITDA") for such fiscal
year exceeds $10 million, (ii) 4% of all amounts up to the first $5 million
by which EBITDA for such fiscal year exceeds $15 million, (iii) 5% of all
amounts up to the first $5 million by which EBITDA for such fiscal year
exceeds $20 million, (iv) 6% of all amounts up to the first $5 million by
which EBITDA for such fiscal year exceeds $25 million, plus (v) 7% of all
amounts by which EBITDA for such fiscal year exceeds $30 million. The
Board of Directors may, in its discretion, grant Mr. Kornstein additional
bonuses.
As part of his employment agreement, Mr. Kornstein was granted an Option
under the 1992 Plan to acquire up to 700,000 shares of Common Stock at $9.25
per share (the closing price on the effective date of his employment
agreement). The Option vests as to one-third of the shares on each of the
first three anniversaries of the effective date of the contract, subject to
earlier vesting upon the achievement of certain earnings tests, or a certain
stock price test or upon a Change In Control (as defined below). The Option
remains exercisable for a period of 18 months following the termination of
Mr. Kornstein's contract under certain circumstances. See "Director and
Executive Compensation - Fiscal 1995 Option Grants".
In the event Mr. Kornstein is disabled during the term of the agreement,
he will receive his full base salary for the first six months of such
disability. At the end of such six month period or upon his death, Mr.
Kornstein would receive a lump sum payment equal to his salary and pro rata
bonus through such date and one year's base salary and annual bonus
determined pursuant to a formula. In addition, the Company shall pay the
premiums on a life insurance policy in the amount of $5 million and a
disability policy providing annual benefits of $300,000 on behalf of
Mr. Kornstein.
In the event of a termination of Mr. Kornstein's contract for Good Reason
(as defined below) or upon a Change In Control, Mr. Kornstein would receive
an amount equal to three years' base salary plus his bonus for a three year
period, pursuant to a formula, as well as three additional years credits for
pension benefit calculations and three years of welfare benefit coverage to
the extent not provided to Mr. Kornstein by a subsequent employer
and the right to exercise the Option to acquire up to 700,000 shares of
Common Stock for a period of eighteen months.
The employment agreement with Mr. Kornstein may be terminated by the Board
of Directors, at any time, for cause. Termination for "cause" under such
agreement is permitted upon (i) such employee's conviction of a felony,
(ii) the termination of such employee's gaming license, under certain
circumstances, or (iii) upon such employee's failure to perform his duties,
in which case the Company shall only pay such employee the amounts due him
through the date of termination. For purposes of his agreement, Mr.
Kornstein shall have "Good Reason" to terminate his employment (i) upon a
failure by the Company to comply with a material provision of the agreement,
(ii) upon a diminution of Mr. Kornstein's title or authority, or
(iii) upon receipt by Mr. Kornstein of a notice from the Company indicating
that the contract term is not being automatically extended.
For a period of time of up to one year after a Change In Control of
Jackpot, Mr. Kornstein has the option of terminating his contract. As
defined in the employment agreement, Change In Control occurs when (i) any
person or group of persons become the beneficial owner of 20% or
more of the outstanding securities of Jackpot, (ii) during any two
consecutive years, the individuals who constituted the Board of Directors
of Jackpot at the beginning of such period cease for any reason to constitute
at least a majority thereof, unless the election of each director who was
not a director at the beginning of the period was approved by a vote of at
least two-thirds of the directors then still in office who were directors at
the beginning of the period, (iii) a merger or consolidation other
than (1) a merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
51% of the combined voting securities of the Company, or (2) a
recapitalization in which no person acquires 20% or more of the Company's
then outstanding securities, (iv) a liquidation of the Company or a sale
of all or substantially alI of the Company's assets. If Mr. Kornstein
exercises his option in the event of a Change In Control, he shall be
entitled to be fully compensated for all amounts due to him under his
agreement as of the date of such termination. In addition, Mr. Kornstein
would receive any amount necessary to reimburse him for any excise tax
imposed under the Internal Revenue Code, including any tax payable
by reason of such reimbursement. Mr. Kornstein agreed that for a
period of three years following the termination of his employment, for
any reason, he will not compete with Jackpot or its subsidiaries.
On April 20, 1995 Messrs. Sandvick and Gilbert resigned as Executive Vice
President and Chief Financial Officer and Executive Vice President and Chief
Operating Officer, respectively. In connection with the termination
of their respective employment agreements which was effective April
28, 1995, Jackpot paid Messrs. Sandvick and Gilbert $401,586 and $369,585,
respectively, in consideration for the termination of their employment and
the cancellation of certain nonqualified stock options in full satisfaction
of all rights under their respective employment agreements, including,
but not limited to, severance compensation and accrued vacation. Options to
purchase 250,710 and 224,375 shares of Jackpot Common Stock held by Messrs.
Sandvick and Gilbert were cancelled on April 28, 1995.
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of three non-employee directors.
Currently the members of the Compensation Committee are Messrs. Tessler,
Markin and McDonald. See "Certain Relationships and Related Transactions"
for a description of transactions and agreements in which members of the
Compensation Committee and their associates were involved. None of the
executive officers of Jackpot serves as a director of another corporation
in a case where an executive officer of such other corporation serves as a
director of Jackpot.
Compensation Committee Report on Executive Compensation
The compensation of the Named Executives of the Company, as well as other
executive officers of the Company, is determined by the Compensation Committee
of the Board of Directors. The compensation of the executive officers
consists primarily of salary, bonuses and short- and long-term incentives
plans, whereby the Company has aligned the executive officers' financial
interests with the financial interests of the Stockholders of the Company.
As determined by the Compensation Committee, an executive officer's total
compensation package is comprised of three components: (1) base salary,
(2) bonuses and (3) Options.
The base salary and certain bonus arrangements for the Named Executives,
with the exception of Mr. Kornstein, are not subject to an employment
agreement. In considering the terms and conditions of employment agreements,
the base salary for executive officers and for annual base salary increases
for those Named Executives with whom the Company has an employment agreement,
the Compensation Committee considers a number of factors including the
executive's level of responsibility, achievements, and present and future
value to the Company relative to comparable positions at other companies in
the gaming industry.
Mr. Kornstein was appointed Chief Executive Officer of Jackpot on September
8, 1994. Prior to his appointment with Jackpot, Mr. Kornstein was a Senior
Managing Director of Bear, Stearns & Co. Inc., a leading worldwide investment
banking firm where he had been employed since 1977. Mr. Kornstein was in
such firm's Investment Banking Department and was head of that firm's gaming
industry group. Mr. Kornstein's compensation arrangements were negotiated
prior to his joining the Company and were incorporated into an employment
agreement, which was effective September 8, 1994. In agreeing to the terms
of Mr. Kornstein's employment agreement, the Compensation Committee
considered, among other factors, the depth of Mr. Kornstein's background
and experience, Mr. Kornstein's then present position and compensation, and
the compensation arrangements for chief executives of comparable companies.
In connection with the employment of Mr. Kornstein as President, Chief
Executive Officer and Director, Mr. Kornstein was granted an Option to
purchase up to 700,000 shares of Common Stock. For the period September
8, 1994 through June 30, 1995, Mr. Kornstein received $528,750 as salary
pursuant to the terms of his employment contract. Mr. Kornstein's
employment agreement provides for a bonus per fiscal year based on various
percentages of certain amounts by which earnings before interest, taxes,
depreciation and amortization, as defined in the agreement, exceeds
certain levels for such fiscal year. Mr. Kornstein's bonus under such
formula was $220,000 for the period September 8, 1994 through June 30, 1995.
Mr. Kornstein was not awarded any discretionary bonus for such period.
In addition to base salary, executive officers are eligible to receive
annual bonuses, which may be determined based upon the Company's meeting of
specific economic targets, which may be set forth in such officer's
employment agreement, if any, and at the discretion of the Board of
Directors. In determining bonuses within its discretion, the Board acting
upon the recommendation of the Compensation Committee will consider the
overall operating performance of the Company during the period, as well as
the position and responsibility of the executive and the executive's service
and contributions to the Company during the year.
In addition to salary and bonus, executives are also granted Options
including Options under the 1992 Plan. Options are intended to assist in
encouraging executive officers as well as other key management employees
to acquire a proprietary interest in the Company through ownership of its
Common Stock. The Company views Options as yet another method to bring
together the interests of management and Stockholders on a long-term basis.
Strong financial performance by the Company over time can be expected to
lead to stock price appreciation, enabling the Company's executives to
participate in such appreciation, should it be realized.
In considering which employees, including executive officers, who are to
receive Option grants, as well as the number of Options to be granted, the
Compensation Committee considers such employee's position and responsibility,
the service, and accomplishments of such employee, the employee's present
and future value to the Company, as well as the anticipated length of the
employee's future service to the Company. In considering grants of Options
to directors, the Compensation Committee considers such person's experience,
professional associations, accomplishments and future value to the Company.
On August 17, 1994, a committee of the Board of Directors granted Options
under the 1992 Plan to the Named Executives to purchase an aggregate of
120,000 shares of Common Stock. On August 17, 1994, the Board of Directors
extended from October 18, 1994 to October 18, 1999 the expiration date of
Options to purchase an aggregate of 180,504 shares of Common Stock originally
granted on October 18, 1989 to three directors. The exercise price was in
excess of 100% of the fair market value of the Common Stock on the date of
the extension of the grants. In addition, directors, including directors
who are also employees of the Company, are eligible for an annual automatic
grant of an Option to purchase 27,500 shares of Common Stock pursuant to the
1992 Plan. On June 30, 1995, each director received one such grant relating
to services provided in fiscal 1995.
Additional information concerning the salary, bonus and stock Option grants
for the Named Executives can be found in the tables appearing elsewhere in
this Proxy Statement under the caption "Director and Executive Compensation."
In fulfilling its responsibilities, the Compensation Committee's goal is to
closely ally the interest of management and the Stockholders. The Compensation
Committee therefore believes that the short- and long-term financial
performance of the Company should be a key determinant of overall executive
compensation.
Allan R. Tessler
David R. Markin
Robert L. McDonald, Sr.
<PAGE>
PERFORMANCE GRAPH
The graph below provides a comparison of Jackpot's cumulative total return
of its Common Stock with the S & P 500 Index, the 1994 Peer Group and the
1995 Peer Group. This graph assumes the investment of $100 on June 30, 1990
in Jackpot Common Stock, the S&P 500 Index, the 1994 and 1995 Peer Groups'
common stock (with the exception of Bally Gaming International, Inc., which
began public trading in November 1991) and reinvestment of stock and cash
dividends. The Company has made certain changes from the 1994 Peer Group to
the 1995 Peer Group which consist of the removal of Elsinore Corporation
because such business is no longer comparable to that of the Company's and
the inclusion of Anchor Gaming, Inc., which business is more comparable to
that of the Company's. The returns of each company in the 1994 and 1995 Peer
Group have been weighted annually for their market capitalization at the
beginning of each indicated period.
PERFORMANCE GRAPH TO BE INSERTED HERE
(1) The 1995 Peer Group consists of Alliance Gaming Corporation
(formerly United Gaming, Inc.), Anchor Gaming, Inc. and Bally
Gaming International, Inc.
(2) The 1994 Peer Group consists of Alliance Gaming Corporation
(formerly United Gaming, Inc.), Bally Gaming International, Inc.,
Sahara Casino Partners, L.P. and Elsinore Corporation. Sahara
Casino Partners, L.P., a member of Jackpot's 1994 Peer Group, was
merged into Sahara Gaming Corporation in September 1993 and its
final day of trading was October 4, 1993 and has been excluded from
the 1994 Peer Group calculation at June 30, 1994 and 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 31, 1995, certain information
regarding the shares of Common Stock beneficially owned by (i) each beneficial
holder of more than five percent of the outstanding shares of Common Stock
("Beneficial Holder"), (ii) each director, (iii) each Named Executive, and
(iv) all directors and executive officers of Jackpot as a group.
<TABLE>
OWNERSHIP OF JACKPOT COMMON STOCK
______________________________________________________________________________
Amount and Nature
Name and Address of Beneficial of Beneficial
Holder and Name of Named Executive, Ownership of Percent
Director or Identity of Group Common Stock (2) of Class (2)
______________________________________________________________________________
<S> <C> <C>
Beneficial Holder:
__________________
David R. Markin (1) 499,299 5.22%
Named Executives:
__________________
Don R. Kornstein 260,833 2.73%
George Congdon 18,000 *
Bob Torkar 52,550 *
Frederick Sandvick 5,196 *
Jeffrey L. Gilbert 1,404 *
Directors other than Mr. Kornstein and Mr. Markin
_________________________________________________
Allan R. Tessler 435,618 4.55%
Robert L. McDonald, Sr. 380,191 3.98%
All directors and executive
officers as a group (8 persons) 1,653,091 15.87%
</TABLE>
_______________
* less than one percent
(1) Mr. Markin has an address in care of the Company at 1110 Palms Airport
Drive, Las Vegas, Nevada 89119.
(2) Includes shares of Common Stock which may be acquired upon the exercise
of vested Options held by the following: Mr. Tessler (261,344),
Mr. Kornstein (260,833), Mr. Markin (261,344), Mr. McDonald (259,144),
Mr. Congdon (18,000), Mr. Torkar (52,550) and all directors and executive
officers as a group (1,113,215). Also, includes shares of Common Stock
which may be acquired upon the exercise of warrants held by the following:
Mr. Tessler (4,048), Mr. Markin (7), Mr. Sandvick (33),
Mr. Gilbert (26) and all directors and executive officers as a group
(4,114). Does not include shares of Common Stock which may be acquired
upon the exercise of unvested Options held by the following: Mr.
Kornstein (466,667), Mr. Congdon (4,000), Mr. Torkar (10,000) and all
directors and executive officers as a group (480,667).
Filing Disclosure
On July 19, 1995, Mr. Congdon reported on Form 3, which was filed with the
Securities and Exchange Commission, certain information concerning his
beneficial ownership of options to acquire Common Stock which he held May 11,
1995, the date he was appointed an executive officer of Jackpot. Such initial
beneficial ownership should have been reported on Form 3 prior to May 21,
1995, as required by the rules promulgated by the Securities and Exchange
Commission.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Robert L. McDonald, Sr., a director of Jackpot, is a senior partner in the
law firm of McDonald Carano Wilson McCune Bergin Frankovich & Hicks
("McDonald Carano"), counsel to Jackpot. In addition, A. J. Hicks, a partner
in McDonald Carano is the Secretary of Jackpot. In the fiscal year ended
June 30, 1995, the amount of fees paid by the Company to McDonald Carano
did not exceed 5% of the gross revenues of such firm for its fiscal year
ending during such period. The Company believes that the fees for the
services provided by McDonald Carano were at least as favorable to the
Company as the fees for such services from unaffiliated third parties.
APPOINTMENT
OF INDEPENDENT AUDITORS
It is proposed that the Stockholders ratify the appointment by the
Board of Directors of Deloitte & Touche LLP as independent auditors for
Jackpot for fiscal 1996. Deloitte & Touche LLP has served as Jackpot's
independent auditors since June 21, 1991. Jackpot expects representatives
of Deloitte & Touche LLP to be present at the Annual Meeting at which
time they will respond to appropriate questions submitted by Stockholders
and may make such statements as they may desire.
The Board of Directors of Jackpot recommends a vote FOR the Auditor
Proposal. Approval by the Stockholders of the appointment of independent
auditors is not required, but the Board deems it desirable to submit
the matter to the Stockholders. If the majority of Stockholders voting at
the meeting should not approve the selection of Deloitte & Touche LLP, the
selection of independent auditors will be reconsidered by the Board of
Directors.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders of Jackpot wishing to include proposals in the proxy material
in relation to the next Annual Meeting of Jackpot must submit such proposals
in writing so as to be received at the executive offices of Jackpot
on or before June 16, 1996. Such proposals must also meet the other
requirements of the rules of the Securities and Exchange Commission relating
to Stockholders' proposals.
By Order of the Board of Directors
ALVIN J. HICKS
Secretary
October 13, 1995
<PAGE>
FORM OF PROXY - FRONT SIDE
PROXY JACKPOT ENTERPRISES, INC.
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Allan R. Tessler and David R.
Markin, and each of them, with the power of substitution, to
represent and to vote on behalf of the undersigned all of the shares
of stock of Jackpot Enterprises, Inc. ("Jackpot") which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at Treasure Island at the Mirage, 3300 S.
Las Vegas Boulevard, Las Vegas, Nevada 89109 on December 13, 1995 at
9:00 a.m. local time, and at any adjournment or adjournments
thereof, hereby revoking all proxies heretofore given with respect
to such shares, upon the following proposals more fully described in
the notice of the proxy statement for the meeting (receipt whereof
is hereby acknowledged).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1) and (2)
1. ELECTION OF DIRECTORS.
____ FOR the nominees listed below (except as marked to the contrary
below)
____ WITHHOLD AUTHORITY to vote for all nominees listed below
Allan R. Tessler, Don R. Kornstein, David R. Markin and
Robert L. McDonald, Sr.
(INSTRUCTION: To withhold authority to vote for one or more than one
individual nominee, write that nominee's name(s) in the space provided
below.)
_______________________________________________________________________________
FORM OF PROXY - REVERSE SIDE
2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP
as Jackpot's independent auditors for the fiscal year ending
June 30, 1996.
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion upon such other matters 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 nominees named above and for the proposal.
Please mark, sign, date and return the proxy card promptly, using the
enclosed envelope.
Please date and sign exactly as your name
appears on this proxy. Joint owners should each
sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in
full corporate name by president or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
DATED_________________ ______________________________________________________
Signature
DATED_________________ ______________________________________________________
Signature if held jointly
