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 appropirate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to sec. 240.14a-11(c) or sec.
240.14a-12
FLORIDA ROCK INDUSTRIES, INC.
.................................................................
(Name or Registrant as Specified In Its Charter
ULMER, MURCHISON, ASHBY AND TAYLOR
.................................................................
(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(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14(a)(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:
.........................................................
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
[x] 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:
$125.00
.........................................................
2) Form, Schedule or Registration Statement No.:
Preliminary 14A
.........................................................
3) Filing Party:
Florida Rock Industries, Inc.
.........................................................
4) Date Filed:
November 14, 1994
.........................................................
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
___________________________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders:
The Annual Meeting of Shareholders of Florida Rock Industries,
Inc. will be held at 9 o'clock in the morning, local time, on
Wednesday, February 1, 1995,at the general offices of the Company,
155 East 21st Street, Jacksonville, Florida 32206, for the
following purposes, as more fully described in the
attached proxy statement:
1.To elect three directors to serve for a term of four years.
2.To act upon a proposal to approve and adopt an amendment to the
Company's Articles of Incorporation by adding a new ARTICLE XIV,
which provides that the provisions of Section 607.0902, Florida
Statutes, 1993, as they may be amended, shall not apply to
control-share acquisitions of shares of this corporation.
3.To act upon a proposal to approve and adopt an amendment to the
Company's Articles of Incorporation, by adding a new ARTICLE XV, in
which Section 1 requires action by holders of 50% of the shares
entitled to vote to require the call of a special meeting of
shareholders; Section 2 requires a meeting for any shareholder
action; and Section 3 requires advance notice provisions to the
Company for shareholder nomination of directors.
4. To act upon a proposal to amend the Company's 1991 Stock
Option Plan.
5. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Shareholders of record at the close of business on December
8, 1994 are entitled to vote at said Annual Meeting or any
adjournment or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 15, 1994 Dennis D. Frick
Secretary
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.<PAGE>
December 15, 1994
FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
PROXY STATEMENT
ANNUAL MEETING - February 1, 1995
The attached proxy is solicited by the Board of Directors of
Florida Rock Industries, Inc. (the "Company") for use at the annual
meeting of the shareholders to be held on Wednesday, February 1,
1995 at 9 o'clock in the morning, local time, and any adjournments
thereof, at the principal offices of the Company, 155 East 21st
Street, Jacksonville, Florida 32206. The proxy is revocable by
written notice to the Secretary of the Company at any time before
its exercise. Shares represented by properly executed and returned
proxies will be voted at the meeting in accordance with the
shareholders' directions or, if no directions are indicated, will
be voted in favor of the election of the nominees proposed in this
proxy statement; in favor of the proposals adding Articles XIV and
XV to the Company's Articles of Incorporation; in favor of the
proposal amending the Company's 1991 Stock Option Plan; and, if any
other matters properly come before the meeting, in accordance with
the best judgment of the persons designated as proxies.
The holders of record of common stock at the close of business
on December 8, 1994, may vote at the meeting. On such date there
were outstanding 9,486,722 shares of common stock of the Company.
Each share of common stock is entitled to one vote on each of the
matters listed in the Notice of Meeting. The holders of a majority
of the outstanding shares entitled to vote shall constitute a
quorum for the transaction of business at the meeting, and a
majority of a quorum shall be sufficient to elect directors and to
approve and adopt the proposal to amend the Company's 1991 Stock
Option Plan. Each of the proposals adding Articles XIV and XV to
the Articles of Incorporation, which by their own terms may not be
amended or rescinded in the future except by holders of a majority
of the outstanding shares entitled to vote, require under Florida
law the same affirmative vote percentage for adoption; provided
however, if proposals to approve such Articles XIV and XV are
adopted by at least two-thirds of the outstanding shares entitled
to vote, the provision for amendment or rescission thereof in the
future shall likewise require a two-thirds vote.
1. ELECTION OF DIRECTORS
Under the Company's Articles of Incorporation, the Board of
Directors is divided into four classes. One class of directors is
elected at each annual meeting of shareholders for a four-year term
of office. At the 1995 annual meeting, three directors are
nominated to be re-elected to hold office until the 1999 annual
meeting. The enclosed proxy will be voted for the election of the
persons named as directors of the Company unless otherwise
indicated by the shareholders. If any of the nominees named should
become unavailable for election for any presently unforeseen
reason, the persons named in the proxy shall have the right to vote
for a substitute as may be designated by the Board of Directors to
replace such nominee, or the Board may reduce the number of
directors accordingly.
The following table sets forth information with respect to
each nominee for election as a director and each director whose
term of office continues after the 1995 annual meeting. Reference
is made to the sections entitled "Common Stock Ownership of Certain
Beneficial Owners" and "Common Stock Ownership by Directors and
Officers" for information concerning stock ownership of the
nominees and directors.
NAME AND PRINCIPAL DIRECTOR OTHER
OCCUPATION AGE SINCE DIRECTORSHIPS
Class IV - Nominee for Term Expiring in 1999
A. R. Carpenter 52 1993 Barnett Banks, Inc.
President and Chief Regency Realty
Executive Officer of CSX Corporation
Transportation, Inc.
(railroad industry)
John D. Baker II 46 1979 FRP Properties, Inc.
President of the Company Hughes Supply, Inc.
Charles H. Denny III (1) 62 1975
Investments
Directors Continuing in Office After the 1995 Annual Meeting
Class I - Term Expiring in 1996
Edward L. Baker 59 1970 FRP Properties, Inc.
Chairman of the Board Regency Realty
and Chief Executive Corporation
Officer of the Company Flowers Industries,
Inc.
American Heritage
Life Insurance
Company
Francis X. Knott 49 1988 FRP Properties, Inc.
Chief Executive Officer
of Partners Management
Company
Radford D. Lovett 61 1984 First Union Cor-
Chairman of the Board of poration
Commodores Point Terminal Winn-Dixie Stores,
Corp. (marine terminal) Inc.
FRP Properties, Inc.
American Heritage
Life Investment
Corporation
W. Thomas Rice 82 1974 Tredegar Industries,
Chairman Emeritus of Inc.
Seaboard Coast Line
Industries, Inc.
Class II - Term Expiring in 1997
Thompson S. Baker 89 1955 FRP Properties, Inc.
Chairman Emeritus of
the Company
Frank M. Hubbard 74 1972
Chairman of the Board of
A. Friends' Foundation Trust
Henry J. Knott 88 1988
President of Severn River
Construction Co.
Class III - Term Expiring in 1998
Thompson S. Baker II 36 1991 FRP Properties, Inc.
Vice President of the
Company and President
of The Arundel Corporation
Albert D. Ernest, Jr. 64 1989 FRP Properties, Inc.
President of Albert Regency Realty
Ernest Enterprises, an Corporation
investment and consulting Stein Mart, Inc.
firm Wickes Lumber Company<PAGE>
Luke E. Fichthorn III 53 1972 Bairnco Corporation
Partner in Twain FRP Properties, Inc.
Associates (a private
investment banking firm)
and since May 1990 Chair-
man of the Board and Chief
Executive Officer of
Bairnco Corporation
(manufacturing)
C.J. Shepherdson 78 1972
Vice President of the
Company
(1) Mr. Denny was previously a member of the Board from April 1972
to December 1973.
All of the nominees and directors have been employed in their
respective positions for the past five years, except Albert D.
Ernest, Jr., Thompson S. Baker II, and Francis X. Knott.
From December 1988 through July 1991, Thompson S. Baker II
served as President of the Company's Capitol Concrete Division.
Prior to December 1988 he served as President of the Company's West
Coast Concrete Division and Vice President of Maryland Rock
Industries, Inc., a subsidiary of the Company.
In the previous five years Albert D. Ernest, Jr. was a
director and Vice Chairman of Barnett Banks, Inc. He was named
President and Chief Operating Officer in 1988 where he served until
his retirement on January 1, 1991.
Francis X. Knott served as a Vice President of the Company
from February 1988 through July 1991 and was President of The
Arundel Corporation, a wholly owned subsidiary of the Company, from
March 1976 through July 1991.
Edward L. Baker and John D. Baker II are brothers and the sons
of Thompson S. Baker. Thompson S. Baker II is the son of Edward L.
Baker. Francis X. Knott is the son of Henry J. Knott.
See "Compensation Committee Interlocks and Insider
Participation" and "Additional Relationships and Related
Transactions with Management" for a discussion of the relationships
between the Company and FRP Properties, Inc.
Other Information About the Board and Its Committees
Meetings. During the fiscal year ended September 30, 1994 the
Company's Board of Directors held five meetings. Directors who are
not employees of the Company or its subsidiaries are paid annual
fees of $10,000 plus $2,000 for each directors' meeting attended.
Executive Committee. Messrs. Thompson S. Baker, Edward L.
Baker and John D. Baker II. To the extent permitted by law, the
Executive Committee exercises the powers of the Board between
meetings of the Board of Directors. During the fiscal year ended
September 30, 1994, the Executive Committee acted on 12 different
resolutions by unanimous written consents.
Audit Committee. Messrs. Ernest, Fichthorn, Hubbard, Lovett
and Rice. The Audit Committee recommends the appointment of
independent accountants to audit the Company's consolidated
financial statements and to perform professional services related
to the audit, meets with the independent accountants and reviews
the scope and results of their audit, and reviews the fees charged
by the independent auditors. The Committee also reviews the scope
and results of internal audits. During fiscal 1994, the Audit
Committee held two meetings.
Compensation Committee. Messrs. Ernest, Hubbard, Lovett and
Rice. The Committee reviews and approves compensation for
corporate officers and certain other members of management. In
addition, the Committee administers the Company's stock option
plans, subject to control of the Board of Directors, and the
Management Incentive Compensation ("MIC") program. During fiscal
1994, the Compensation Committee held four meetings.
The full Board of Directors acts as the Nomination Committee.
During the last fiscal year each of the directors attended 75%
or more of all meetings of the Board and its Committees on which
the director served except for A. R. Carpenter who attended 60% of
such meetings and Radford D. Lovett who attended 73% of such
meetings.
Executive Compensation
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and its other
four most highly compensated executive officers who served in such
capacities at any time during the fiscal year ended September 30,
1994:<PAGE>
Long Term
Com-
Annual Compensation pensation All
Other
Compen-
Name and Principal Salary Bonus Options sation
Position Year ($)(a) ($)(a) (#) ($) (b)
Edward L. Baker 1994 345,688 104,775 0 27,446(c)
Chairman of the 1993 329,250 83,750 0 6,982
Board and Chief 1992 312,000 0 45,000 4,364
Executive Officer
John D. Baker, II 1994 252,500 76,500 0 23,603(d)
President 1993 239,400 61,250 0 6,982
1992 222,600 0 22,500 4,364
H. B. Horner 1994 208,750 62,370 0 12,928
Executive Vice 1993 203,700 51,250 0 6,613
President 1992 200,000 0 13,500 4,364
C. J. Shepherdson 1994 237,500 72,000 0 12,777
Vice President 1993 227,500 0 0 6,736
1992 215,000 0 18,000 4,364
Donald L. Bloebaum 1994 178,938 54,075 0 12,488
Vice President 1993 166,250 52,500 0 6,585
1992 150,000 5,000 13,500 4,238
(a) Includes amounts deferred under the Company's 401(k) Plan.
Bonuses are accrued in the year earned and paid in the
following year.
(b) Represents the contribution to the Company's Profit Sharing
and 401(k) Plan.
(c) Includes $14,518, the present value of the benefit of a split-
dollar premium paid during the fiscal year.
(d) Includes $10,675, the present value of the benefit of a split-
dollar premium paid during the fiscal year.
Option Grants
No stock options were granted to the named executives during
the fiscal year ended September 30, 1994.
<PAGE>
Options Exercises and Fiscal Year-end Values
No stock options were exercised by the named executives during
the fiscal year ended September 30, 1994. The following table sets
forth the number and value of unexercised options held by such
executive officers at fiscal year end.
Value of Unexercised
Number of Unexercised In-the-money Options
Options at Year-end at Year-end (a)
Name Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
($) ($)
Edward L. Baker 38,000 27,000 22,500 33,750
John D. Baker II 29,000 13,500 11,250 16,875
H. B. Horner 5,400 8,100 6,750 10,125
C. J. Shepherdson 22,200 10,800 9,000 13,500
Donald L. Bloebaum 20,400 8,100 6,750 10,125
(a) The closing price of the Company's common stock as reported on
the American Stock Exchange composite transactions on
September 30, 1994 ($26.375) less the exercise price, was used
in calculating the value of unexercised options.
Pension Plan
The Company has a Management Security Plan (the "MSP Plan")
for certain officers, including directors who are officers, and
certain key employees. Benefit levels have been established on the
basis of base compensation and job responsibility. The Plan
provides that in the event a participant dies prior to his or her
retirement his or her beneficiary will receive twice the amount of
such participant's benefit level in monthly payments for a period
of 12 months and thereafter the benefit level in monthly payments.
for the next 168 months or until such time as such participant
would have reached age 65, whichever is later. Upon reaching
normal retirement age, a participant or his or her beneficiary is
entitled to receive twice the amount of such participant's benefit
level in equal monthly payments for 12 months and thereafter the
benefit level in monthly payments. The annual retirement benefit
levels in effect at September 30, 1994 were:
Edward L. Baker $174,625
John D. Baker II $127,500
H. B. Horner $105,000
C. J. Shepherdson $120,000
Donald L. Bloebaum $ 90,125
In addition to amounts stated in the above table, the Company has
entered into a retirement benefit contract with C. J. Shepherdson
which provides for annual retirement benefits of $20,000. The
benefits are payable to the recipient or his spouse until the death
of the survivor.
Compensation Committee Report
The Compensation Committee of the Board of Directors
("Committee") determines the compensation of the Chief Executive
Officer and reviews and approves compensation of other officers and
members of management reaching a salary level established by the
Board. In addition, the Committee administers the Company's stock
option plans, subject to control of the Board, and the Management
Incentive Compensation ("MIC") program. The full Board ratifies
the recommendations of the Committee.
The Committee's goals are to develop and maintain executive
compensation programs that preserve and enhance shareholder value.
Under the direction of the Committee, management has developed a
compensation structure designed to compensate fairly executives for
their performance and contribution to the Company, to attract and
retain skilled and experienced personnel, to reward superior
performance and to align executive and shareholder long-term
interests.
Base salary levels for executives are established taking into
consideration business conditions, the Company's size and
performance and peer group and industry compensation levels. The
Chief Executive Officer's salary is based on these factors and his
performance in leading the Company and its businesses. Due to the
national recession and the downturn in the Company's businesses,
the 1990 base salaries of senior executives were not increased in
1991 and 1992, except in the case of promotions. In January 1994,
the Committee increased Mr. Edward L. Baker's salary based upon its
determination that Mr. Baker had done a commendable job in leading
the Company during the recent recession, particularly in achieving
cost and overhead reductions and in improving profitability.
Management Incentive Compensation ("MIC") provides an
opportunity for annual incentive compensation to officers and key
employees. The purpose of the plan is to provide a direct
financial incentive in the form of an annual cash bonus to
participants to achieve their business unit's and the Company's
goals and objectives. Profit levels are set for various segments
of the business. Depending on the level of profitability obtained,
an individual becomes eligible for a certain percentage of his year
end base salary ranging from 0% to a maximum of 30%. However, that
bonus may then be adjusted down based on the degree by which the
individual accomplishes his individual goals and objectives for the
year. The total amount of MIC for the entire company in any year
is limited to 15% of consolidated income before income taxes. At
the beginning of each year, after taking into consideration the
outlook for the general economy, the construction materials
industry, the Company's markets, prior year performance and the
budget for the upcoming year the Committee approves target levels
of net income as adjusted by certain items ("MIC Income") as profit
levels on which the Chief Executive Officer's MIC is based.
The Committee believes that long-term compensation in the form
of stock options is critical in motivating and rewarding the
creation of long-term shareholder value by linking the compensation
provided to officers and other key management personnel with gains
realized by the stockholders. In addition, the vesting periods
associated with stock options encourage this key group to continue
in the employ of the Company. All options granted have been
granted at an option price equal to the fair market value of the
Company's common stock on the date of grant. In subjectively
determining the number of options to be granted to an individual,
including the Chief Executive Officer, the Committee takes into
account the cost to exercise the option and the individual's
relative base salary, scope of responsibility, ability to affect
profits and value to the Company.
Compensation Committee Members
W. Thomas Rice, Chairman
Albert D. Ernest, Jr.
Frank M. Hubbard
Radford D. Lovett
Compensation Committee Interlocks and Insider Participation
Two members of the Compensation Committee, Messrs. Lovett and
Ernest, are among the eight directors of the Company who are also
directors of FRP Properties, Inc. ("FRPP"). The other six
directors of both FRPP and the Company who are not members of the
Compensation Committee are Thompson S. Baker, Edward L. Baker, John
D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III and
Francis X. Knott. The eight directors own approximately 37% of the
stock of FRPP and 30% of the stock of the Company. The Bakers may
be considered to be control persons of both the Company and FRPP.
The Company and FRPP routinely are engaged in business
together through the hauling by FRPP of construction aggregates
products for the Company and the leasing to the Company of
construction aggregates mining and other properties. FRPP has
numerous aggregates hauling competitors at all terminal and mine
sites and the rates charged are, accordingly, established by
competitive conditions. Approximately 11% of FRPP's revenue was
attributed to the Company during fiscal year 1994.
Reference is made to Note 2 to the Company's Consolidated
Financial Statements included in its Annual Report for the year
ended September 30, 1994 for further discussion of these
relationships and other related transactions.
Messrs. Edward L. Baker, Albert D. Ernest, Jr. and A. R.
Carpenter serve as members of the Compensation Committee of the
Board of Directors of Regency Realty Corporation. Mr. Martin E.
Stein, Jr., who is a director of FRPP, is a director, President and
Chief Executive Officer of Regency Realty Corporation.
Mr. Fichthorn provided the Company with financial consulting
and other services during fiscal 1994 for which he received
$55,000. Charles H. Denny III was a Vice President of the Company
from April, 1972 to December, 1973.
There were no other interlocks of executive officers or board
members of the Company serving on the compensation or equivalent
committee of another entity which has any director or executive
officer serving on the Compensation Committee, other committees or
Board of Directors of the Company.
Shareholder Return Performance
The following graph compares the performance of the Company's
Common Stock to that of the AMEX Market Value Index and a peer
group of industry companies for the period commencing September 30,
1989 and ending on September 30, 1994. The graph assumes that $100
was invested on September 30, 1989 in the Company's common stock
and in each of the indices and assumes the reinvestment of
dividends. The Peer Group consists of the following companies:
CalMat Co., Dravo Corporation, Florida Rock Industries, Inc.,
Lafarge Corporation, Medusa Corporation, Southdown, Inc., Texas
Industries, Inc. and Vulcan Materials Company.<PAGE>
<PAGE>
2. A PROPOSAL TO APPROVE AND ADOPT A NEW ARTICLE XIV RELATING TO
CONTROL-SHARE ACQUISITIONS
Proposed new ARTICLE XIV of the Articles of Incorporation
provides that the provisions of Section 607.0902, Florida Statutes,
as they may be amended, shall not apply to control-share
acquisitions of shares of this Company.
Since 1972 the Bakers, including Baker Investments, Ltd., and
their other affiliates, have been deemed to be control persons of
the Company by reason of their stock ownership, directorships and
executive offices held by them. As a result of the Company's stock
repurchase program, the number of shares of the Company outstanding
has been decreased as repurchases were made from time to time,
thereby increasing the percentage ownership of all remaining
shareholders, including the Bakers. Issuance of additional shares,
as occurred in fiscal 1994, reverses this process. Florida
Statutes, Section 607.0902, relating to control-share acquisitions
of a publicly held corporation, provides in part that if a
shareholder who holds between one fifth and one third of all voting
power (which the Bakers have held since 1972) were to exceed the
one third threshold, the excess shares would not have voting rights
unless approved by the shareholders. It is not clear that this law
provision would apply where the increase over one third was caused
by the Company's repurchase program. However, to eliminate any
uncertainty, the Board of Directors elected to opt-out of the
provisions of this law, as provided therein, by adopting a new
bylaw provision. The Board of Directors added a new Section 11 to
ARTICLE II of the bylaws of the Company at a regular meeting held
on August 3, 1994. The effect of this bylaw provision is to make
Section 607.0902 inapplicable to the Company thereby removing the
statutory prohibition to the Bakers and any future control
shareholders from voting all shares which they hold. Adoption by
the shareholders will prevent a future board of directors from
modifying or rescinding the provision without further shareholder
action.
Approval of the new ARTICLE XIV requires the affirmative vote
of the holders of a majority of the shares outstanding and entitled
to vote on the proposal; provided, however, if ARTICLE XIV is
adopted by at least two-thirds of the outstanding shares entitled
to vote, the provision for amendment or rescission thereof in the
future shall likewise require a two-thirds vote rather than a
majority vote. The Board of Directors recommends a vote for
approval of the new ARTICLE XIV.
The text of proposed ARTICLE XIV is set forth in the Appendix
to this Proxy Statement.
3. PROPOSAL TO ADOPT A NEW ARTICLE XV TO THE ARTICLES OF
INCORPORATION RELATING TO SHAREHOLDER ACTIONS
Proposed new ARTICLE XV of the Articles of Incorporation
relates to shareholders' actions. These provisions provide for the
call of a special meeting (Section 1), the elimination of
shareholder action without a meeting (Section 2) and the
establishment of notice provisions for shareholder nomination of
directors (Section 3).
Section 1 to ARTICLE XV requires the consent of the holders of
50% of the Company's stock entitled to vote to require the call of
a special meeting of shareholders. Presently, Section 2 of ARTICLE
II of the bylaws provides in part that a special meeting of the
shareholders shall be called by the President at the request of the
holders of not less than one-half of all of the outstanding stock
of the Company entitled to vote at the meeting, such request
stating the object of the meeting and the propositions to be
discussed thereat. Section 1 of the new ARTICLE XV repeats the
substance of the present provision on the same subject from the
bylaws. There is some doubt that the current bylaw provision is
effective. Putting the provision in the Articles of Incorporation
will cure any bylaw defect. Without any provision, Florida law
would permit holders of at least 10% of the stock entitled to vote
to call a special meeting.
Section 2 to ARTICLE XV requires meetings for shareholder
action. Under Florida law, unless otherwise provided in the
Company's Articles of Incorporation, any action required or
permitted to be taken by shareholders at a meeting may be taken
without a meeting, without prior notice and without a shareholder
vote, if a written consent setting forth the action is signed by
shareholders having the requisite votes to authorize such action at
a meeting. The Company's Articles of Incorporation do not
presently contain any provisions restricting the ability of
shareholders to act by written consent. Proposed Section 2 of
ARTICLE XV would eliminate the ability of shareholders to take
action by written consent. Section 2 would assure that share-
holders have an adequate opportunity to consider all matters which
may be brought to them for action. Additionally, management is
provided with an opportunity to review and respond to proposed
actions, as appropriate, and to make its views known to the
shareholders before action has been taken. By precluding changes
in control through the written consent procedure, the proposed
Article could delay for a time holders of a majority of the
Company's stock from gaining control of the Company, and in this
respect would enhance the ability of officers and directors to
retain their positions. Section 2 may have the effect of
encouraging a person intending a takeover to negotiate with the
Board of Directors rather than to take unilateral action without
notice to the Board or other shareholders. Your Directors believe
that such an orderly procedure would be in the best interests of
all shareholders.
Section 3 of ARTICLE XV provides that after February 1, 1995,
a shareholder intending to nominate a director must give written
notice of such intention to the Secretary of the Company not less
than 40 days prior to the meeting (or if fewer than 50 days' notice
or prior public disclosure of the meeting date is given or made to
shareholders, not later than the tenth day following the day on
which the notice of the date of the meeting was mailed or such
public disclosure was made). The notice must contain certain
information about the proposed nominee and certain information
about the shareholder intending to make the nomination. The
Company may also require any proposed nominee to furnish other
information reasonably required by the Company to determine the
proposed nominee's eligibility to serve as a director. It is
anticipated that any request by the Company for additional
information will be made or confirmed in writing, and the nominee
will be asked to submit the additional information in writing.
Florida law requires not less than ten nor more than sixty days'
notice be given by the Company to each shareholder of record of any
scheduled meeting of shareholders.
The purpose of Section 3 of the new ARTICLE XV, by requiring
advance notice of a nomination by a shareholder, is to afford the
Board of Directors a meaningful opportunity to consider the
qualifications of any proposed nominee and, to the extent deemed
necessary or desirable by the Board, to inform shareholders about
such qualifications. This provision, it is believed, will further
the objective of the Board to identify candidates who have the
character, education, training, experience and proven
accomplishments which give promise of significant contribution to
the responsible and profitable conduct of the Company's business.
Under Florida statutory law, the election of directors and
"any proper business" may be conducted at an annual meeting. The
notice of any special meeting must set forth the purpose or
purposes for which the meeting is called. Under Florida law no
business other than that stated in the notice of the meeting may be
considered at a special meeting. Restrictions on business at any
annual or special meeting may also be implicit in the proxy rules
established by the Securities and Exchange Commission, which
require management so to state if it knows of any business that
will be presented for consideration at a meeting of shareholders.
While Section 3 does not give the Board of Directors any power
to approve or disapprove a shareholder nomination, it will preclude
a shareholder nomination from the floor if the proper procedures
are not followed. The law of Florida, the jurisdiction in which
the Company is incorporated, contains no notice provision similar
to that set forth in the new Section 3.
Relationship of New ARTICLE XV to Other Anti-takeover Provisions.
ARTICLE XV has not been proposed as a result of any specific
efforts of which the Company is aware to nominate or elect any
director, to accumulate shares, or to obtain control of the Company
by means of a merger, tender offer, solicitation in opposition of
management, or otherwise.
Although the Board of Directors does not believe that the new
ARTICLE XV, standing alone, would have a significant impact on any
attempt by a third party to obtain control of the Company, it is
also possible that the Article may deter a third party from
conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of the Company
or effect a change in management, irrespective of whether such
action would be beneficial to shareholders generally.
The Board has no present intention to put before the
shareholders any other proposal which would operate as a
significant impediment to an attempt by a third party to obtain
control of the Company. The Company's Articles of Incorporation
already divide the Board into four classes, one of which is elected
at each annual meeting of shareholders, and provide that a director
may be removed only for cause. In addition, the Company's Articles
of Incorporation (i) require that certain business combinations
with persons who hold 10% or more of the share of the Company be
approved by the holders of at least 75% of the share of the
Company, (ii) allow the Board of Directors to authorize issuance
of, and to determine the voting and other rights of, up to
10,000,000 shares of Preferred Stock (none of which are presently
authorized and outstanding), and (iii) do not provide for
cumulative voting.
Taken together, the provisions of the Articles of Incorpora-
tion described in the preceding paragraph may have the effect of
discouraging or making more difficult an attempt to effect a change
in control of the Company.
The new ARTICLE XV does not apply to the 1995 annual meetings
of shareholders but, if approved, will apply to the 1996 annual
meeting and subsequent meetings of shareholders.
Approval of the new ARTICLE XV requires the affirmative vote
of the holders of a majority of the shares outstanding and entitled
to vote on the proposal; provided, however, if ARTICLE XV is
adopted by at least two-thirds of the outstanding shares entitled
to vote, the provision for amendment or rescission thereof in the
future shall likewise require a two-thirds vote rather than a
majority vote. The Board of Directors recommends a vote for
approval of the new ARTICLE XV contained in Proposal 2.
The text of proposed ARTICLE XV is set forth in the Appendix
to this Proxy Statement.
4. PROPOSAL TO ADOPT AMENDMENTS TO THE COMPANY'S 1991 STOCK
OPTION PLAN
The 1991 Stock Option Plan was initially approved by the
shareholders on February 5, 1992 at the Company's annual meeting.
The amendments are designed to limit to 50,000 shares the number of
shares as to which options may be granted in any one fiscal year to
any one person and in the case of non statutory stock options, to
change the option price per share from not less than the par value
of a share to not less than the fair market value of a share of
common stock on the date of grant thereof. The Plan, as originally
approved, authorized 500,000 shares to be optioned and sold. At
November 1, 1994, 385,600 shares were subject to options, and
113,500 shares were available for future issuance. The Plan, as
amended, is intended to provide additional incentive for officers,
directors and key employees of the Company and its subsidiaries, to
invest in the common stock of the Company and thereby increase
their proprietary interest in the Company's business, to encourage
such officers and key employees to remain in the employ of the
Company and its subsidiaries, and to increase their personal
interest in the continued success and progress of the Company. The
amendments may increase the probability that under certain limited
circumstances, the Company may obtain favorable tax treatment upon
the future grant or exercise of options, as the case may be.
Approval of the amendments to the 1991 Stock Option Plan
requires the affirmative vote of the holders of a majority of the
shares voted on the proposal. The Board of Directors recommends a
vote for approval of the amendments to the Florida Rock Industries,
Inc. 1991 Stock Option Plan.
The text of the amendments is set forth in the Appendix.
INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche as
independent certified public accountants to examine the
consolidated financial statements of the Company for fiscal 1995.
Representatives of Deloitte & Touche are expected to be present at
the shareholders' meeting with the opportunity to make a statement
if they so desire and will be available to respond to appropriate
questions.
On May 4, 1994 the Company's previous independent accountants,
Ernst & Young, were dismissed and Deloitte & Touche were engaged.
Ernst & Young's reports on the financial statements of the Company
for the fiscal years ended September 30, 1992 and 1993 contained no
adverse opinions or disclaimers of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles. The decision to change independent accountants was
recommended and approved by the audit committee of the Board of
Directors of the Company. During the fiscal years ended September
30, 1992 and 1993 and all subsequent interim periods preceding such
dismissal, there were no disagreements with the former accountants
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of the former accountants, would have
caused the former accountants to make reference to the matter in
their report.
CERTAIN TRANSACTIONS WITH MANAGEMENT
Thompson S. Baker is entitled to receive sand mining royalty
payments of $.05 per ton from the Company under lease agreements
which terminate in 2002 and 2048 relating to approximately 489
acres. No payments were made to Mr. Baker during fiscal 1994 under
these agreements.
On May 14, 1974 the Company exercised its option to purchase
the sand on 71 acres of land in Putnam County, Florida. The land
is owned by Thompson S. Baker and certain other interests. The
term of the agreement ends on June 30, 2004. The landowners will
receive $.08 per ton (subject to escalation provisions) for sand as
it is mined with an annual minimum payment of $6,000. The mining
agreement may be terminated at any time by the Company.
In the opinion of the Company, the terms, conditions,
transactions and payments under the agreements with the persons
described above were not less favorable to the Company than those
which would have been available from unaffiliated persons.
ADDITIONAL RELATIONSHIPS AND RELATED
TRANSACTIONS WITH MANAGEMENT
Eight of the Company's directors (Thompson S. Baker, Edward L.
Baker, John D. Baker II, Thompson S. Baker II, Albert D. Ernest,
Jr., Luke E. Fichthorn III, Francis X. Knott and Radford D. Lovett)
are directors of FRP Properties, Inc. ("FRPP"). Such directors own
approximately 30% of the stock of FRPP and 37% of the stock of the
Company. Accordingly, the Bakers may be considered to be control
persons of both the Company and FRPP. See "COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION" for further information on
related party transactions between the Company and FRPP.
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and notes set forth the beneficial
ownership of common stock of the Company by each person known by
the Company to own beneficially more than 5% of the common stock of
the Company.
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Baker Investments, Ltd.
P.O. Box 4667
Jacksonville, FL 32201 2,076,423 (1) 21.9%
FMR Corp. 626,600 (2) 6.6%
82 Devonshire Street
Boston, MA 02109
(1) Baker Investments, Ltd. is a limited partnership owned and
controlled by the Baker family. Edward L. Baker and John D.
Baker II are general partners and as such have shared voting
and dispositive power over the shares owned by the partner-
ship. Ownership is reported as of November 1, 1994.
(2) FMR Corp. states that it has sole power to vote or direct the
vote of 443,000 shares and sole power to dispose or to direct
the disposition of 626,600 shares. Its report is as of
February 14, 1994.
COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
The following table and notes set forth the beneficial
ownership of common stock of the Company by each director and each
non-director named in the Summary Compensation Table and by all
officers and directors of the Company as a group as of November 1,
1994 and also includes shares held under options which are
exercisable within 60 days of December 15, 1994.<PAGE>
NAME OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
Thompson S. Baker 54,723 (1)(2)(3)(4) *
Edward L. Baker 2,320,448 (1)(3)(4)(5) 24.4%
John D. Baker II 443,086 (1)(3)(4)(5)(6)(7) 4.7%
Thompson S. Baker II 26,093 (3) *
Donald L. Bloebaum 27,062 *
A. R. Carpenter 100 *
Charles H. Denny III 127,544 (8) 1.3%
Albert D. Ernest, Jr. 1,100 *
Luke E. Fichthorn III 21,784 *
H. B. Horner 5,940 *
Frank M. Hubbard 4,500 *
Francis X. Knott 941 *
Henry J. Knott 100 *
Radford D. Lovett 8,940 *
W. Thomas Rice 7,984 *
C.J. Shepherdson 52,355 *
All Directors and
Officers as a group (23
people) 3,199,395 (9) 33.1%
*Less than 1%
The preceding table includes the following shares held under
the Company's Tax Reduction Act Employee Stock Ownership Plan
("TRAESOP") as of November 1, 1994, as to which the named person
has sole voting power, and shares held under options which are
exercisable within 60 days of December 15, 1994:
SHARES UNDER TRAESOP SHARES UNDER OPTION
Thompson S. Baker 2,985 -
Edward L. Baker 5,740 38,000
John D. Baker II 3,509 29,000
Thompson S. Baker II 28 9,400
C.J. Shepherdson 4,740 22,200
H. B. Horner --- 5,400
Donald L. Bloebaum 3,656 20,400
All directors and
officers as a group 33,184 173,800
(1) 864 of the shares shown opposite Thompson S. Baker are held in
a fiduciary account and beneficially by Thompson S. Baker and,
under certain circumstances, by members of his family,
including his sons, Edward L. Baker and John D. Baker II who
are also directors and officers of the Company. Thompson S.
Baker, who is co-trustee with Sun Bank/North Florida, N.A. and
Edward L. Baker as to these shares, has shared voting power
with the remaining trustees; however, the individual trustees
have the power to remove the corporate trustee and appoint a
successor corporate trustee and the individual trustees share
investment power to the exclusion of the corporate trustee in
the event of disagreement. Such shares are excluded from
those shown opposite the names of Edward L. Baker and John D.
Baker II.
(2) Includes 49,775 shares owned by Mrs. Thompson S. Baker as to
which Thompson S. Baker disclaims any beneficial interest.
(3) Thompson S. Baker, Edward L. Baker, John D. Baker II and
Thompson S. Baker II may be considered to be control persons
of the Company.
(4) Shares shown opposite the name of Edward L. Baker include
2,076,423 shares owned by Baker Investments, Ltd. See note
(1) on page 18. Such shares are excluded from those shown
opposite the names of Thompson S. Baker and John D. Baker II.
(5) Includes 1,900 shares owned by Mrs. Edward L. Baker and 11,848
shares owned by a child of Edward L. Baker, as to all of which
he disclaims any beneficial interest. Includes 47,541 shares
held by Edward L. Baker as trustee for the children of John D.
Baker II, as to which Edward L. Baker has sole investing and
voting power but disclaims any beneficial interest. Such
shares are excluded from those shown opposite the name of John
D. Baker II.
(6) Includes 1,400 shares owned by Mrs. John D. Baker II, as to
which John D. Baker II disclaims any beneficial interest.
(7) Regency Square II, a Florida general partnership, owns 27,000
shares of the Company. Trust B under the will of Martin E.
Stein, deceased, as a general partner, holds a 46.2128%
interest in the partnership. John D. Baker II is a co-trustee
of the trust and as such has a one-third shared voting and
dispositive power as to the trust. The partnership's shares
in the Company are included in the above table for John D.
Baker II, who disclaims any pecuniary or other beneficial
interest in such shares.
(8) Includes 2,000 shares owned by Mrs. Charles H. Denny III, as
to which Charles H. Denny III disclaims any beneficial
interest.
(9) Includes, in addition to all of the individual holdings for
persons named above, 96,695 shares owned by other officers of
the Company, of which 100 shares are owned by the wife of one
officer and 12,526 shares are held under the Company's Tax
Reduction Act Employee Stock Ownership Plan as to which such
other officers, respectively, have sole voting power and
49,400 shares held under options which were exercisable within
60 days of December 15, 1994.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders to be presented at the next annual
meeting of shareholders must be received at the principal executive
offices of the Company on or before August 17, 1995.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors to file initial
reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission and the American Stock Exchange.
Executive officers and directors are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such forms
furnished to the Company and written representations from the
Company's executive officers and directors, the Company believes
all persons subject to these reporting requirements filed the
required reports on a timely basis, except that Clarron E. Render,
Jr., an officer of the Company, did not timely report the sale of
408 shares of the Company. A late report has been filed.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the
Company, including expenses in connection with the preparation and
mailing of this proxy statement. The Company will reimburse
brokers and nominees their reasonable expenses for sending proxy
material to principals and obtaining their proxies. In addition to
solicitation by mail, proxies may be solicited in person or by
telephone or other electronic means by directors, officers and
other employees of the Company.
<PAGE>
OTHER MATTERS
As far as is known, no business will be presented for
consideration at the meeting other than that shown above. However,
if any such other business shall come before the meeting, the
persons named in the enclosed form of proxy or their substitutes
will vote said proxy in respect of any such business in accordance
with their best judgment pursuant to the discretionary authority
conferred thereby.
BY ORDER OF THE BOARD OF DIRECTORS
December 15, 1994 Dennis D. Frick
Secretary
DOCUMENTS INCORPORATED BY REFERENCE
Note 2 to the Company's Consolidated Financial Statements
included in its Annual Report for the year ended September 30, 1994
is incorporated by reference in this Proxy Statement.
PLEASE RETURN THE ENCLOSED FORM OF PROXY,
DATED AND SIGNED, IN THE ENCLOSED ADDRESSED
ENVELOPE, WHICH REQUIRES NO POSTAGE.
SHAREHOLDERS MAY RECEIVE WITHOUT CHARGE A COPY OF FLORIDA ROCK
INDUSTRIES, INC.'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES BY WRITING TO THE TREASURER AT POST
OFFICE BOX 4667, JACKSONVILLE, FLORIDA 32201.
<PAGE>
APPENDIX
1.
RESOLVED, that the shareholders approve and adopt new ARTICLE
XIV to the Articles of Incorporation of Florida Rock Industries,
Inc. to read as follows:
"ARTICLE XIV
"Control Share Law Not Applicable
"The provisions of Section 607.0902, Florida
Statutes, 1993, as they may be amended, shall not apply
to control-share acquisitions of shares of this
corporation."
2,
RESOLVED, that the shareholders approve and adopt new ARTICLE
XV to the Articles of Incorporation of Florida Rock Industries,
Inc. to read as follows:
"ARTICLE XV
"Certain Matters Relating to Shareholder Actions
"Section 1. Special Meeting of Shareholders.
Pursuant to Section 607.0702, Florida Statutes, special
meetings, of the shareholders may be called by the Board
of Directors or by the President. In addition, the
Secretary shall call a meeting if the holders of 50% (but
not a lesser number) of all of the votes entitled to be
cast on any issue proposed to be considered at the
meeting sign, date, and deliver to the corporation's
secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be
held.
"Section 2. Acting by Shareholders Without a
Meeting Prohibited. Pursuant to, and as permitted by,
Section 607.0704, Florida Statutes, the shareholders of
this corporation are prohibited from taking action
without a meeting, without prior notice and without a
vote.
"Section 3. Nominations of Directors. After
February 1, 1995 only persons who are nominated in
accordance with the following procedures shall be
eligible for election by the shareholders as Directors.
Nominations of persons for election as Directors of the
Company may be made at a meeting of shareholders at which
Directors are being elected (i) by or at the direction of
the Board of Directors and/or by or at the direction of
any committee or person authorized or appointed by the
Board of Directors or (ii) by any shareholder of the
Company entitled to vote for the election of directors at
the meeting who complies with the notice procedures set
forth in this Section 3. Any nomination other than those
governed by clause (i) of the preceding sentence shall be
made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a shareholder's
notice shall be delivered to or mailed and received at
the principal executive offices of the Company not less
than 40 days prior to the meeting; provided, however,
that in the event that less than 50 days' notice or prior
public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of
business on the l0th day following the day on which such
notice of the date of the meeting was mailed or such
public disclosure was made. Such shareholder's notice to
the Secretary shall set forth (a) as to each person whom
the shareholder proposes to nominate for election as a
Director (i) the name, age, business address and
residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class
and number of any shares of the Company or any subsidiary
of the Company which are beneficially owned by such
person, and (iv) any other information relating to such
person that is required to be disclosed in solicitations
for proxies for election of Directors pursuant to any
then existing rule or regulation promulgated under the
Securities Exchange Act of 1934, as amended; (b) the term
and class of directors (as defined in ARTICLE VII) for
which the nomination is made; and (c) as to the
shareholder giving the notice (i) the name and record
address of such shareholder and (ii) the class and number
of shares of the Company which are beneficially owned by
such shareholder. The Company may require any proposed
nominee to furnish such other information as may
reasonably be required by the Company to determine the
eligibility of such proposed nominee as a Director. No
person shall be eligible for election as a Director
unless nominated as set forth herein.
"The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall
be disregarded.
"Nothing contained herein shall prevent the Board of
Directors from filling a vacancy including a vacancy
resulting from an increase in the number of directors, as
provided in ARTICLE VII.
"This ARTICLE XV may be amended or repealed only by
the affirmative vote of the holders of at least a
majority of the shares of stock of the corporation
entitled to vote thereon; provided, however, if this
ARTICLE XV shall be adopted by at least two-thirds of the
shares of stock of the corporation entitled to vote
thereon, this ARTICLE XV may be amended or repealed only
by the affirmative vote of the holders of at least a two-
thirds majority of the shares of stock of the corporation
entitled to vote thereon."
3.
RESOLVED, that the Florida Rock Industries, Inc. 1991 Stock
Option Plan be amended by changing the first sentence of paragraph
4 thereof to read as follows:
"4. Stock. The maximum number of shares of Common
Stock which may be issued upon the exercise of Options
granted under the 1991 Plan shall be 500,000 shares,
provided that no person shall be granted Options in any
one fiscal year in excess of 50,000 shares."
RESOLVED FURTHER, that the last sentence of paragraph 6(a)
shall be amended to read as follows:
"In the case of a Nonqualified Stock Option, the option
price per share shall not be less than the fair market
value of a share of Common Stock on the date of grant
thereof."
Dated December 15, 1994
FLORIDA ROCK INDUSTRIES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR
FEBRUARY 1, 1995
The undersigned hereby appoints Edward L. Baker and John D.
Baker II, or either of them, the attorneys, agents and proxies
of the undersigned with full power of substitution to vote all the
shares of common stock of Florida Rock Industries, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the general offices of
the Company, 155 East 21st Street, Jacksonville, Florida on
February 1, 1995, at 9 o'clock in the morning, and all adjournments
thereof, with all the powers the undersigned would possess if then
and there personally present. Without limiting the general
authorization and power hereby given, the above proxies are
directed to vote as instructed on the matters below:
1. The election of three (3) directors.
/ / FOR all nominees listed below
/ / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below)
all nominees listed below
A. R. Carpenter, John D. Baker II and Charles H. Denny III, to
serve for a term of four years
To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.
_________________________________________________________________
_________________________________________________________________
2. To act upon a proposal to approve and adopt an amendment to
the Company's Articles of Incorporation by adding a new ARTICLE
XIV, which provides that the provisions of Section 607.0902,
Florida Statutes, 1993, as they may be amended, shall not apply
to control-share acquisitions of shares of this corporation.
/ / FOR / / AGAINST
3. To act upon a proposal to approve and adopt an amendment to
the Company's Articles of Incorporation, by adding a new ARTICLE
XV, in which Section 1 requires action by holders of 50% of the
shares entitled to vote to require the call of a special meeting of
shareholders; Section 2 requires a meeting for any shareholder
action; and Section 3 requires advance notice provisions to the
Company for shareholder nomination of directors.
/ / FOR / / AGAINST
4. To act upon a proposal to amend the Company's 1991 Stock
Option Plan.
/ / FOR / / AGAINST
(Continued and to be signed on other side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The undersigned hereby revokes any proxy heretofore given with
respect to said stock, acknowledges receipt of the Notice and
the Proxy Statement for the meeting accompanying this proxy, each
dated December 15, 1994, and authorizes and confirms all that the
said proxies or their substitutes, or any of them, may do by virtue
hereof.
Dated:_________________________,199___
_______________________________________
Signature
_______________________________________
Signature, if held jointly
IMPORTANT: Please date this proxy and sign exactly as your name or
names appear(s) hereon. If the stock is held jointly,
signatures should include both names. Personal representatives,
trustees, guardians and others signing in a representative
capacity should give full title. If you attend the meeting you
may, if you wish, withdraw your proxy and vote in person.
PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE
