FOR BETTER LIVING, INC.
13620 Lincoln Way, Suite 380
Auburn, California 95603
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 14, 1997
------------------------
The annual meeting of stockholders of For Better Living, Inc. (the "Company")
will be held at the office of Surfer Publications, 33046 Calle Aviador, San
Juan Capistrano, California 92675, on Wednesday, May 14, 1997 at 9:00 a.m.,
local time.
The meeting will be held to (i) elect eight directors of the Company to serve
for a term of one year or until their successors are elected and qualified; and
(ii) to consider and act upon such other business as may properly come before
the meeting and at any adjournments thereof. The Bylaws of the Company require
advance written notice (as well as specific information to be included in the
notice) if any stockholder proposes to nominate a candidate for election as a
director of the Company. See the "Voting by Stockholders" section of the
Company's Proxy Statement for additional information.
The Board of Directors has fixed the close of business on April 14, 1997 as
the record date for determining those stockholders who will be entitled to vote
at the meeting and at any adjournments thereof. A complete list of stockholders
entitled to vote at the annual meeting will be available for examination by any
stockholder, for any purpose germane to the annual meeting, at the office of the
Secretary of the Company, 13620 Lincoln Way, Suite 380, Auburn, California,
95603, during the ten day period preceding the annual meeting.
The Board of Directors invites you to attend the annual meeting in person;
however, whether or not you presently plan to attend the annual meeting, please
complete, sign, date and promptly return the enclosed proxy card in the envelope
provided. If you do attend the annual meeting and wish to vote in person, you
may withdraw your proxy at that time.
By Order of the Board of Directors
/s/ Karl M. Stockbridge
Karl M. Stockbridge
Secretary
April 14, 1997
YOUR VOTE IS IMPORTANT
IN ORDER TO INSURE THAT A QUORUM WILL BE REPRESENTED AT THE ANNUAL MEETING,
STOCKHOLDERS ARE URGED TO SEND IN THEIR PROXY CARDS AS SOON AS POSSIBLE. PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED. MAILING THE
ENCLOSED PROXY CARD WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU
DECIDE TO ATTEND THE MEETING.
1
<PAGE>
FOR BETTER LIVING, INC.
13620 Lincoln Way, Suite 380
Auburn, California 95603
Telephone: (916) 823-9600
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
-------------------------
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of For Better
Living, Inc. (the "Company") for use at the Company's annual meeting of
stockholders to be held on Wednesday, May 14, 1997, at 9:00 a.m., local time,
and at any adjournments thereof. The annual meeting will be held at the office
of Surfer Publications, 33046 Calle Aviador, San Juan Capistrano, California
72675. All shares represented by each properly executed unrevoked proxy received
in time for the meeting will be voted in accordance with the specifications
therein. The Board of Directors of the Company knows of no business, other than
as specified in the notice of the annual meeting, to be presented for action at
the annual meeting. If any other business shall properly come before the annual
meeting, the proxy holders will vote the proxies in accordance with their best
judgment. Any proxy given may be revoked at any time prior to its exercise by
filing a written notice of revocation with the Secretary of the Company, by
voting at the annual meeting or by duly executing a proxy bearing a later date.
The cost of soliciting proxies will be borne by the Company. The
solicitation will be made primarily by mail. This proxy statement, proxy card
and annual report is first being sent to stockholders on or about April 14,
1997. Expenses will include reimbursement paid to brokerage firms and others for
their expenses in forwarding solicitation materials regarding the meeting to
beneficial owners. Additional solicitation of proxies may be made by telephone
or oral communication with some stockholders of the Company. All such additional
solicitation will be made by regular employees of the Company who will not
receive additional compensation therefor.
VOTING BY STOCKHOLDERS
Holders of record of the Company's 877,816 shares of common stock, $0.05
par value per share ("Common Stock"), outstanding at the close of business on
April 14, 1997, the record date with respect to this solicitation, are entitled
to receive notice of and to vote at the annual meeting and at any adjournments
thereof.
The Bylaws of the Company provide for specific procedures to be followed in
the event that a stockholder of the Company wishes to nominate a person to be a
director of the Company. These provisions require, among other things, advance
written notice to the Secretary of the Company at least 30 days but not more
than 90 days prior to any meeting of stockholders at which directors are to be
1
<PAGE>
elected, provided, that if notice of any such meeting is mailed or given to
stockholders of the Company less than 40 days prior to any meeting, then the
notice to the Secretary of the Company must be received by the Company within 10
days after notice of any such meeting is mailed or given to stockholders of the
Company. The Bylaws of the Company require that specific information be included
in the notice and provide that any person not properly nominated in accordance
with the Bylaws prior to a meeting of stockholders may not be elected as a
director of the Company at such meeting. The Bylaws of the Company also require
advance notice of other matters that stockholders intend to present for a vote
at any meeting of stockholders.
Votes cast by proxy or in person at the annual meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
annual meeting. The election inspectors will treat shares represented by proxies
that reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and for purposes of determining
the outcome of any matter submitted to the stockholders for a vote. Abstentions,
however, do not constitute a vote "for" or "against" any matter and thus will be
disregarded in the calculation of a plurality or of "votes cast".
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters). Any unmarked proxies, including those submitted by
brokers or nominees, will be voted as indicated on the accompanying proxy card.
No stockholder is entitled to cumulate votes in the election of directors
unless the name or names of a candidate or candidates for election as directors
have been placed in nomination by a stockholder and the stockholder has given
notice at the meeting, prior to the voting, of the stockholder's intention to
cumulate his or her votes. If any stockholder has given such notice, all
stockholders may cumulate their votes with respect to the candidates in
nomination. Cumulative voting rights entitle a stockholder to give one nominee
as many votes as is equal to the number of directors to be elected, multiplied
by the number of shares owned by the stockholder, or to distribute such votes
among two or more nominees as the stockholder sees fit. In the event of
cumulative voting, the proxy holders intend to distribute the votes represented
by the proxies solicited hereby in such proportion as they see fit.
On matters other than the election of directors, each share is entitled to
one vote and the holders of a majority of the shares voting at the meeting, in
person or by proxy, will be able to adopt each resolution if they choose to do
so. If the voting for the election of directors is not conducted by cumulative
voting, each share will likewise be entitled to one vote and the holders of a
majority of shares voting at the meeting in person or by proxy will be able to
elect all eight directors from the persons nominated if they choose to do so.
2
<PAGE>
COMMITTEES AND BOARD MEETINGS
The Board of Directors has an Audit Committee and a Compensation Committee.
The Audit Committee is presently composed of Messrs. Peter F. Sullivan
(Chairman), William S. Farmer and Steven A. Hassmann. The Audit Committee
performs numerous functions, including meeting with the Company's independent
auditors to review the scope, conduct and results of the annual audit, and
reviewing the selection of acceptable accounting principles and the Company's
system of internal accounting controls. The Audit Committee held one meeting
during the fiscal year ended December 28, 1996. The Compensation Committee is
presently composed of Messrs. William S. Farmer (Chairman), Steven A. Hassmann
and Peter F. Sullivan. The Compensation Committee is responsible for overseeing
compensation and administering the Company's various compensation plans. The
Compensation Committee held eight meetings during the fiscal year ended December
28, 1996. See the "Report of the Compensation Committee" section of this Proxy
Statement for a report of the Company's 1996 fiscal year compensation. The Board
of Directors has no nominating committee or other committee that performs the
functions of a nominating committee.
The Company's Board of Directors held five meetings during the fiscal year
ended December 28, 1996 and each director attended 75% or more of the total
meetings of the Board of Directors and committees of the Board on which they
served.
COMPENSATION OF DIRECTORS
All directors receive a retainer of $5,000 per annum, payable in May, plus
a fee of $600 per day for each meeting of the Board of Directors or committee
meeting attended and $300 for participating in Board or committee
teleconferences. Each director of the Company was granted 1,000 performance
share units during fiscal year 1996 pursuant to the Company's Performance Share
Plan (see the "Performance Share Plan" section of this Proxy Statement) and was
covered under the Company's Executive Medical Service Plan (see the "Executive
Medical Service Plan" section of this Proxy Statement). During 1996 Mr. William
S. Farmer was assigned special committee assignments and received compensation
of $11,200 for the work performed.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth information as of March 18, 1997 with
respect to (i) persons known by the Company to own beneficially more than 5% of
the Company's outstanding Common Stock, (ii) each director (including nominees)
of the Company, (iii) any individual who was Chief Executive Officer of the
Company, (iv) the four other most highly compensated executive officers of the
Company and (v) all directors (including nominees) and executive officers of the
Company as a group.
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE
NAME OWNED(a) OF CLASS
- ------------------------------------------- --------------- --------------
Richard G. Fabian 461,199(b) 52.5%
c/o For Better Living, Inc.
13620 Lincoln Way, Suite 380
Auburn, California 95603
Moses E. Cordova 118,711(c) 13.5%
6970 E. Via El Estribo
Anaheim, California 92807
F.G. Fabian, Jr. 22,900(d) 2.6%
Walter B. Hahne 8,223 *
Peter F. Sullivan 599 *
William S. Farmer 0 *
Steven A. Hassmann 0 *
Danna Lewis-Gordon 0 *
Karl M. Stockbridge 0 *
George West 0 *
All directors (including nominees) and
executive officers as a group (8 persons) 492,921 56.2%
- ------------
(a) Except as otherwise noted below, beneficial ownership includes both voting
and investment power with respect to the shares indicated.
(b) Includes 448,840 shares held by Mr. Richard G. Fabian as trustee of the
Fabian 1974 Irrevocable Trust. Mr. Richard G. Fabian is not a beneficiary of
the Trust. Also includes 1,768 shares owned by All Saints Company, a
not-for-profit corporation of which Mr. Richard G. Fabian is President.
(c) Includes 4,200 shares held in the names of Mr. Cordova's children over which
Mr. Cordova exercises voting control.
(d) Includes 9,555 shares held by Insurer's Finance Corporation of which Mr.
F.G. Fabian, Jr. is President and owner.
*Less than 1%.
4
<PAGE>
ELECTION OF DIRECTORS
<TABLE>
Directors are elected at each annual meeting of stockholders and hold
office until their respective successors are duly elected and qualified. The
full Board consists of eight directors. Certain information as of April 14, 1997
with respect to the eight nominees for election as directors for whom votes will
be cast pursuant to the proxies hereby solicited is set forth below. Although it
is anticipated that each nominee will be available to serve as a director,
should any nominee become unavailable to serve, the persons named in the proxy
or their substitutes shall be entitled to vote for a substitute designated by
the Board of Directors.
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATIONS
NAME AGE SINCE DURING THE LAST FIVE YEARS
- -------------------- ----- --------- ---------------------------------------------------------
<S> <C> <C> <C>
Richard G. Fabian(a) 54 1984 Chairman of the Board, President and Chief Executive
Officer of the Company since July 1, 1993. Vice Chairman
from 1992 to July 1, 1993. Priest, St. Gregory Nyssen
Episcopal Church, a parish of the Episcopal Diocese of
California, since 1978.
F.G. Fabian, Jr.(a) 82 1969 Chairman Emeritus since July 1, 1993. Chairman of the
Board and Chief Executive Officer of the Company from 1969
to July 1, 1993. President of the Company from 1969 to
1988 and from 1992 to July 1, 1993.
William S. Farmer 55 1993 Attorney and Partner with Collette & Erickson since August
1989. Managing Director of Kroll Associates, Inc., January
1987 through August 1989.
Steven A. Hassman 36 1996 Principal of Acacia Capital, a corporate financial
advisory and investment firm in New York City, since
August 1990.
Danna Lewis-Gordon 45 1993 Chief Executive Officer and President of Surfer
Publications since 1990. Publisher and Vice President of
Surfer Publications from 1982 to 1990.
Karl M. Stockbridge 41 1993 Executive Vice President and Chief Financial Officer of
the Company since December, 1995. Vice President of the
Company since July 1, 1993. Business Manager of trust
funds, including 1974 Fabian Irrevocable Trust since 1988.
Peter F. Sullivan(b) 57 1992 Employed by J.D. Edwards & Company ("JDE") since 1983 in
various capacities, including Director of Client Services,
Product Development Manager and Director of Industry
Marketing. Currently Senior Marketing Consultant for the
Eastern Area of JDE. JDE is a provider of packaged
financial software applications.
George S. West 55 1996 President and Chief Executive Officer of The Quikset
Organization since July 1, 1993. Senior Vice President of
Field Point Capital Management Company from 1992 to July
1,1993. President and Chief Operating Officer of ESI
Industries, Inc. from 1988 to 1992.
<FN>
- ------------
(a) Richard G. Fabian is the son of F.G. Fabian, Jr.
(b) Mr. Sullivan is the first cousin of Richard G. Fabian.
</FN>
</TABLE>
5
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
The following table provides information regarding the executive officers
of the Company, each of whom serves at the pleasure of the Board of Directors.
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME AGE DURING THE LAST FIVE YEARS
- ------------------ ----- -------------------------------------------------------------------
<S> <C> <C>
Richard G. Fabian 54 Chairman of the Board, President and Chief Executive Officer of the
Company since July 1, 1993. Vice Chairman from 1992 to July 1, 1993.
Priest, St. Gregory Nyssen Episcopal Church, a parish of the
Episcopal Diocese of California, since 1978.
George S. West 55 President and Chief Executive Officer of The Quikset Organization
since July 1, 1993. Senior Vice President of Field Point Capital
Management Company from 1992 to July 1, 1993. President and Chief
Operating Officer of ESI Industries, Inc. from 1988 to 1992.
Danna Lewis-Gordon 45 President and Chief Executive Officer of Surfer Publications since
1990. Publisher and Vice President of Surfer Publications from 1982
to 1990.
Karl M. Stockbridge 41 Executive Vice President and Chief Financial Officer of the Company
since December, 1995. Vice President of the Company since July 1,
1993. Business Manager of trust funds, including 1974 Fabian
Irrevocable Trust since 1988.
Walter B. Hahne 59 Vice President of The Quikset Organization since 1989. Executive
Vice President of the Company from 1986 to 1990.
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
THE COMMITTEE
The Compensation Committee (the "Committee") reviews and sets policy for
the Company's various compensation plans, including the Incentive Bonus
Compensation Plan (the "Bonus Plan") and the Performance Share Plan (the
"Performance Share Plan"). In addition, the Committee reviews the compensation
of the corporate executive officers and establishes plans and sets policy for
all salaries, bonuses, other incentive programs and stock options. The Committee
annually reviews the operations of these programs and considers their
effectiveness and the need for any changes to existing plans or for any new
programs or policies, including new or modified long-term incentive compensation
programs. The Committee adopts such revisions and modifications as are necessary
to implement the Company's compensation philosophy.
The Committee reviewed the compensation policies and practices of the
Company during 1996, and received reports and recommendations from The Croner
Company, an independent compensation consulting firm, concerning the specific
compensation of those executives whose compensation is set by the Committee, and
also with respect to short and long-term incentive compensation plans for the
6
<PAGE>
executive officers of the Company. The Committee continues to consult with The
Croner Company regarding the compensation of the Company's executives, as well
as for the compensation plans and policies of the Company.
The Compensation Committee has given consideration to the tax consequences
to the Company of various payments and benefits under the Company's compensation
structure in light of Section 162(m) of the Internal Revenue Code of 1986, as
amended ("Section 162(m)"). After a review of the compensation structure,
however, the Compensation Committee does not believe that any deductibility
issues will arise pursuant to such Section 162(m) given the current compensation
of the officers of the Company. The Compensation Committee is willing, however,
to consider various alternatives to preserving the deductibility of compensation
payments and benefits to the extent reasonably practicable and to the extent
consistent with its other compensation objectives.
COMPENSATION PHILOSOPHY
The Compensation Committee has two principal objectives in determining
executive compensation policies: first, to attract, develop, reward and retain
key executive talent; and second, to motivate executive officers to perform to
the best of their abilities and to achieve short-term and long-term corporate
objectives that will contribute to the overall goal of enhancing stockholder
value. The Compensation Committee has adopted the following executive
compensation policies in the furtherance of these objectives:
o The Company will compensate competitively with the practices of other
companies of similar size in comparable industries;
o Performance at the corporate, division and individual executive officer
level will determine the variable portion of compensation;
o The attainment of realizable but challenging objectives will determine
performance-based compensation; and
o The Company will adopt long-term compensation policies which will align
the interests of executive officers with the interests of stockholders.
Each of the foregoing policies assists the Compensation Committee in the
determination of appropriate compensation for the executive officers. The policy
relating to competitive compensation with comparable companies provides one
objective standard with which the Company's compensation practices can be
compared. In order to attract and retain highly qualified executives and to
maximize the incentive to produce profit and long-term growth, the Committee
adopted a philosophy of setting the base salary of executives of the Company
near or below the median level of prevailing salary levels in comparable
reference groups, while at the same time providing an incentive bonus and other
long-term compensation opportunities which, together with the base salary,
reward executives for performance based upon pre-tax earnings and other
performance criteria related to that executive officer's area of responsibility.
ELEMENTS OF EXECUTIVE COMPENSATION
(i) Base Salary. In establishing base salaries for the Company's executive
officers, the Committee compares the salaries of its executives with executives'
salary levels at comparable industries for
7
<PAGE>
companies of similar size, using data developed by The Croner Company. In
addition, the Company gives consideration to the specific functional
responsibilities of the position. The Company's executive officers' base
salaries are currently set near or below the median range of the comparison
groups.
The Committee reviews executive officers' base salaries annually, and
adjustments are made on the basis of the executive officers' personal
performance for the year, the overall financial performance of the Company or
the operating group for which the executive has responsibility, and changes in
the general level of base salaries of persons in comparable positions in the
comparison groups surveyed. In determining increases in base salaries for
executive officers, the Committee places the greatest weight on the individual's
personal performance against previously established objectives and the
performance of the Company for the fiscal year.
Based on The Croner Company's analysis of the compensation of the Company's
top executives, The Croner Company recommended increases in base salary in order
to bring the Company's executive compensation levels in line with similarly
situated executives in other companies having similar lines of business. The
Committee, after considering The Croner Company recommendations and the
performance of the executives concerned, increased the base salaries of the
corporate executives and the chief executive officers of each operating unit as
reflected in the Summary Compensation Table section of this Proxy Statement.
Based on these factors, the Committee set the compensation of Mssrs. Richard G.
Fabian and Karl M. Stockbridge substantially below the level of comparable
executives in similar industries, while the base salary of the chief executive
officer of each of the operating units was set at or near the salary level of
executives holding comparable positions with other companies. In addition, the
level at which Mr. Fabian's base salary was set was further discounted by the
Committee to account for Mr. Fabian's activities and commitments outside the
Company (see the "CEO Compensation" section of this Proxy Statement). By making
these adjustments, the Committee believes that the base salaries of the
Company's top executives reflect the Company's compensation philosophy and the
individual executive's personal performance and achievements.
(ii) Short-Term Incentive Compensation. The Company's executive officers
participate in the Company's Bonus and Performance Share Plans, the objectives
of which were i) to motivate key managers to achieve pre-established financial
and operational goals of the Company; ii) to reward key managers and employees
who contribute significantly towards the achievement of the Company's financial
and operational objectives; and iii) to stay within the fiscal 1996 budget for
meeting budget plans at the targets approved by the Company's Board of
Directors.
Bonuses paid to the Company's executive officers are principally based on
the Company's Bonus Plan (see the "Incentive Bonus Compensation Plan" section of
this Proxy Statement). Awards under the Bonus Plan are based on pre-tax earnings
related to an executive officer's area of responsibility. Each participant in
the Bonus Plan must make a profit commitment with respect to his or her area of
responsibility, and such commitment must be approved by the Company's Board of
Directors. No bonuses are paid under the Bonus Plan unless the Company or the
executive's operating unit achieves at least 75% of the planned earnings target,
which is set annually in December for the succeeding calendar year and must be
approved by the Company's Board of Directors. The Committee also makes awards of
discretionary bonuses separate from the Incentive Bonus Compensation Plan where,
due to
8
<PAGE>
special circumstances, that plan fails adequately to reward important
contributions to the Company's long-term growth, profitability or stability.
During 1996, both the Company as a whole and the Surfer Publications
operating unit achieved and exceeded the earnings targets set in December, 1995
by the Board of Directors. Bonuses were paid according to the Bonus Plan to the
corporate executives. The bonus paid to the chief executive officer of the
publications unit was again increased by 50% to appropriately recognize the
superior performance of the publications unit. The Company's Bonus Plan has been
in place for many years and operates to provide bonus rewards where targeted
earnings are achieved, as well as to reward on a one-time basis an executive's
achievement of a new and higher level of earnings than ever achieved previously
during that executive's tenure with the Company (see Incentive Bonus
Compensation Plan section of this Proxy Statement). Under the Bonus Plan the
corporate executives and the chief executive officer of the publications group
received bonuses based both upon the achievement of targeted earnings and the
realization of career-high earnings. The Committee reviewed these bonuses and
compared them to an analysis of short-term incentive compensation in similar
industries, prepared by The Croner Company, and found the bonuses to be
consistent with the bonus levels paid to comparable executives whose companies
achieved targeted earnings. The Croner Company has recommended certain
modifications of the short-term bonus compensation program, which would tie
short-term bonuses solely to achievement of performance goals set annually by
the Board of Directors. The Committee continues to study these recommended
modifications and plans to make any needed modifications during 1997.
(iii) Long-Term Incentive Compensation. Long-term compensation is presently
structured to provide financial incentives for executive officers based on the
Company's performance over a period of years. The Company's programs are
designed to recognize that current business decisions will affect the Company's
future results. Long-term compensation currently is provided by the Performance
Share Plan and the Performance Recognition Plan (see the "Performance Share
Plan" and "Performance Recognition Plan" sections of this Proxy Statement). The
Performance Share Plan provides for the award of Units to an executive officer
for a particular year based upon his or her contribution to profit in his or her
area of responsibility during that year. An executive officer is awarded Units
in the Performance Share Plan based on his or her current year bonus award
(bonus divided by current net book value per common share). Discretionary
bonuses are not considered in determining awards of Performance Share Units. The
Performance Recognition Plan is designed to reward certain key executives,
approved by the Board of Directors, for future contribution to the long-term
profitability and growth of the Company and to provide an incentive for
continued service.
The Committee made no awards under, or modifications to, the Performance
Recognition Plan during 1996. The Croner Company has studied the Company's
long-term incentive compensation program and has recommended replacing the
Performance Recognition Plan with one that would be based entirely on rewarding
an executive for adding long-term value to the Company. The Committee continues
to consult with The Croner Company and is considering several alternative
long-term incentive plans. The Committee expects to recommend a replacement for
the Performance Recognition Plan and the Performance Share Plan for the
Company's top executives during 1997, in order to make the long-term incentive
compensation of these executives more competitive with and comparable to
similarly-situated executives in comparable industries and to motivate them to
increase the ultimate value of the Company's businesses.
9
<PAGE>
CEO COMPENSATION
In applying the foregoing principles and policies in its determination of
the compensation of Mr. Richard G. Fabian, the Company's chief executive
officer, the Compensation Committee elected to increase Mr. Fabian's base salary
for fiscal 1996, based on the Committee's determination that his current salary
level was not competitive with salary levels in effect for similar positions at
other comparable companies (see the Summary Compensation Table section of the
Proxy Statement). Mr. Fabian's increased base salary was nevertheless set
substantially below that of comparably-situated chief executive officers, to
account for the fact that Mr. Fabian's duties and responsibilities do not
require his full-time commitment to the Company and that he engages in other
activities with the full knowledge and consent of the Company's Board of
Directors. As discussed above, a bonus was paid to Mr. Fabian based upon (i) the
Company's having exceeded its pre-tax earnings target for 1996 and (ii) the
Company having achieved its highest level of earnings under Mr. Fabian's
leadership. Mr. Fabian also participated in the standard executive employee
benefit programs of the Company.
Compensation Committee
William S. Farmer, Chairman
Steven A. Hassmann
Peter F. Sullivan
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries.
10
<PAGE>
PERFORMANCE GRAPH
The following is a graph which compares the five year cumulative return
(see note (1) below) from investing $100 at the end of 1991 in the Company's
Common Stock, the NASDAQ U.S. Stock Market and issuers traded on NASDAQ
("Similar Issuers"). The ten Similar Issuers (see note (2) below) included in
the performance graph were chosen because they had similar market capitalization
as the Company.
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
Cumulative Total Return
----------------------------------------------------
12/91 12/92 12/93 12/94 12/95 12/96
For Better Living, Inc. 100 114 102 116 118 171
Peer Group 100 62 66 70 82 45
NASDAQ Stock Market--US 100 116 134 131 185 227
- -------------
(1) Cumulative return assumes reinvestment of dividends.
(2) The Similar Issuers group was comprised of the following companies:
Datametrics Corporation, Instituform East, Inc., D&K Wholesale Drug, Inc.,
Airport Systems International, Inc., Chesapeake Biological Labs, Inc., B&H
Ocean Carriers, Ltd., Lindas Diversified Holdings, Inc., NS&L Bancorp,
Inc., Arrow Automotive Industries, Inc., Standard Funding Corporation.
11
<PAGE>
IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS REGARDING COMPENSATION AND THE PERFORMANCE GRAPH THAT APPEARS
IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information with respect to the compensation
paid to or earned by the Chief Executive Officer of the Company and the four
other most highly compensated executive officers of the Company to the extent
required by the applicable rules of the Securities and Exchange Commission.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- -------------------
OTHER AWARDS(a) LTIP
ANNUAL (NUMBER PAYOUTS ALL OTHER
SALARY BONUS COMP. OF (b) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) UNITS) ($) ($)
- --------------------------- ------ --------- --------- -------- --------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard G. Fabian .......... 1996 169,000 121,330 -- 7,254 -- 11,600(c)
Chairman of the Board and 1995 155,000 63,149 -- 4,331 210 12,200(c)
Chief Executive Officer 1994 132,616 -- -- 3,000 4,060 12,800(c)
George S. West ............. 1996 250,000 -- 1,000 -- 9,200(d)(g)
President & CEO, 1995 215,000 -- -- -- 843(e)
The Quikset Organization 1994 215,000 -- 3,000 -- 678(f)
Danna Lewis-Gordon ......... 1996 200,000 147,209 -- 8,588 4,253 11,600(d)(g)
President & CEO, 1995 145,000 142,345 -- 8,508 -- 13,124(e)(h)
Surfer Publications 1994 142,203 111,355 -- 9,761 -- 11,764(f)(i)
Walter B. Hahne ............ 1996 150,000 90,582 -- 4,669 -- --
Vice President, 1995 150,000 75,000 -- -- -- --
The Quikset Organization 1994 150,000 35,000 -- 3,000 4,800 --
Karl M. Stockbridge ........ 1996 175,000 90,997 -- 5,691 2,090 11,600(d)(g)
Executive Vice President 1995 125,000 47,361 -- 3,498 -- 12,835(e)(h)
1994 125,000 40,000 -- 2,500 -- 13,663(f)(i)
12
<PAGE>
<FN>
- --------------
(a) Awards include units granted under the Performance Share Plan and the
Performance Recognition Plan (see the "Performance Share Plan" and the
"Performance Recognition Plan" sections of this Proxy Statement) as
follows:
1996: All units shown are Performance Share Units.
1995: All units shown are Performance Share Units.
1994: Mr. Richard G. Fabian, 1,000 Performance Share Units and 2,000
Performance Recognition Units; Mr. West, 3,000 Performance Recognition
Units; Ms. Lewis-Gordon, 6,761 Performance Share Units and 3,000
Performance Recognition Units; Mr. Hahne, 3,000 Performance Recognition
Units; Mr. Stockbridge, 1,000 Performance Share Units and 1,500 Performance
Recognition Units.
(b) Amounts include the final matured value of Units awarded to the executive
officers in prior years under the Performance Share Plan (see the
"Performance Share Plan" section of this Proxy Statement). Pursuant to the
Performance Share Plan, participants may elect to have the value of their
matured Units paid out in cash or credited to a deferred account. Amounts
credited to a deferred account are treated as "payouts" in the Summary
Compensation Table in the year the matured Units are credited to the
account. The date of award, number of Units and matured value by year of
maturity and by executive are as follows: 1996: Ms. Lewis-Gordon, December
31, 1988, 2,035 Units, $4,253; Mr. Stockbridge, December 31, 1988, 1,000
Units, $2,090. 1995: Mr. Richard G. Fabian, December 26, 1987, 1,000 Units,
$210. 1994: Mr. Richard G. Fabian, December 27, 1986, 1,000 Units, $4,060;
Mr. Walter B. Hahne, December 30, 1989, 3,179 Units, $4,769.
(c) Director's fees.
(d) Includes a 10% matching contribution under the provisions of the Company's
401(k) Plan of the following amounts: Mr. West, $528; Ms. Lewis-Gordon,
$530; Mr. Stockbridge, $530.
(e) Includes a 10% matching contribution under the provisions of the Company's
401(k) Plan of the following amounts: Mr. West, $843; Ms. Lewis-Gordon,
$924; Mr. Stockbridge, $635.
(f) Includes a 10% matching contribution under the provisions of the Company's
401(k) Plan of the following amounts: Mr. West, $678; Ms. Lewis-Gordon,
$764; Mr. Stockbridge, $863.
(g) Includes Director's fees in the following amounts:
Mr. West, $9,200; Ms. Lewis-Gordon, $11,600; Mr. Stockbridge, $11,600.
(h) Includes Director's fees in the following amounts: Ms. Lewis-Gordon,
$12,200; Mr. Stockbridge, $12,200.
(i) Includes Director's fees in the following amounts: Ms. Lewis-Gordon,
$11,000; Mr. Stockbridge, $12,800.
</FN>
</TABLE>
13
<PAGE>
INCENTIVE BONUS COMPENSATION PLAN
The Company has a Bonus Plan for the executive officers of the Company and
its operating subsidiaries and divisions and other key executives. The Bonus
Plan provides for bonus awards based on annual pre-tax earnings and profits with
reference to each participant's area of responsibility. Each participant must
make a profit commitment to the Board of Directors at the beginning of the
fiscal year with respect to his or her area of responsibility and such
commitment must be approved by the Board of Directors. The Board of Directors
typically requires that this "hardcore" commitment approximate the prior year's
profit achievement plus earning commitments on new capital invested.
The Bonus Plan generally provides for awards, based on the participant's
area of responsibility, of (a) 4% of earnings before taxes ("Earnings") for the
first $500,000 earned; plus 3% of Earnings between $500,000 and $1,000,000; plus
2% of Earnings between $1,000,000 and $2,000,000; plus 1% of Earnings above
$2,000,000, whether or not the hardcore commitment is achieved, and (b) if the
hardcore commitment is achieved, an additional amount equal to the greatest of
(i) 5% of the increase in Earnings over a predetermined previous level of profit
attained by the participant; (ii) depending on the participant's area of
responsibility, 10% of either (1) the increase in the hardcore commitment over
the pre-determined previous level of profit attained by the participant or (2)
the difference between a pre-determined "growth target" and the hardcore
commitment (if this growth target is achieved); or (iii) 10% of the amount by
which Earnings were increased on every dollar of invested capital (equity and
long term debt) over the previous high for the area of operations up to a
maximum of 100% of Earnings on invested capital. There is no limitation on the
amount which may be paid to any participant or paid in the aggregate under the
Bonus Plan. In the case of Mr. George S. West, he will be paid according to the
terms of the Bonus Plan or 2% of the Quikset Organization's Earnings, whichever
is greater. In 1995 and 1996, Ms. Lewis-Gordon was paid 1.5 times the bonus she
would have earned as described above. Effective January 1, 1994 the Bonus Plan
was modified for employees of the Quikset Organization so that no bonus would be
paid unless the participant achieved at least 75% of his or her profit plan for
the year. Bonuses are generally paid in March of the following year.
EXECUTIVE MEDICAL SERVICE PLAN
The Company's directors and executives are covered under an Executive
Medical Service Plan which provides up to an aggregate of $10,000 per year for
each such person and the covered members of the participant's family for all
medical expenses not otherwise covered by the Company's standard insurance
plans.
EXECUTIVE DEFERRED COMPENSATION PLAN
The Company has an Executive Deferred Compensation Plan under which key
employees and directors of the Company and its subsidiaries, upon approval of
the Board of Directors, may elect to defer up to 100% of their annual
compensation, including bonuses. In addition, participants may, with the
permission of the Board of Directors, transfer previously deferred compensation
under other arrangements with the Company to the Executive Deferred Compensation
Plan.
The Company will credit each participant's deferred compensation account
with an amount equal to the interest such account would have earned if it had
earned interest for the relevant time period at
14
<PAGE>
the prime rate or reference rate of the Company's primary bank. Alternatively, a
participant may elect, in advance, to receive, in lieu of such interest, an
amount which is based on any increase or decrease in the net book value per
share of the Company's Common Stock for the relevant period. Participants have
the option to select one or more of the above investment options and to change
periodically any previous selections. Participants in the Executive Deferred
Compensation Plan are unsecured creditors of the Company. Deferred amounts may
be paid in a lump sum, or over a period of years, at a certain date, at
retirement, or upon termination of employment, and, until received, will not be
subject to federal or state income taxes under current law.
PERFORMANCE SHARE PLAN
The Company has a Performance Share Plan under which units ("Units") may be
awarded by the Board of Directors to key executives of the Company and its
subsidiaries and to directors of the Company. The purposes of the Performance
Share Plan are to provide a continuing incentive compensation program to key
executives based upon their individual contributions to profit and to encourage
continued service by directors of the Company.
The Performance Share Plan provides that the number of Units awarded to an
executive for a particular year shall be based on his or her contribution to
profit in his or her operating unit during such year. An executive is awarded
Units in the Performance Share Plan based on his or her current year bonus award
(bonus divided by current net book value per common share). Additionally, the
Board of Directors may award fully vested Units to an executive in exchange for
up to 50% of the executive's base compensation. Each member of the Board of
Directors may be awarded up to 1,000 Units per year based on his or her service
on the Board of Directors. A Unit matures five years after its award (subject to
a maximum extension of three years) and has a value equal to the increase in net
book value per share of the Company's Common Stock from the date of award until
the date of maturity, plus cash dividends paid on a share of the Company's
Common Stock during such period. The value of matured Units is payable in cash
within 75 days after maturity. Units awarded under the Performance Share Plan
"vest" at the rate of 20% per year. If a participant ceases to be an employee or
director of the Company before five years have elapsed, he or she will forfeit a
portion of his or her Units and will receive payment of the remainder measured
by the increase in net book value per share of the Company's Common Stock from
the date of award to the anniversary date of award preceding the termination of
his or her employment or service as a director, plus cash dividends paid on a
share of Common Stock during such time period. Payments made under the
Performance Share Plan are taxable to participants and deductible by the Company
as compensation.
The Performance Share Plan permits the participants to elect to have the
value of their matured Units credited by the Company to a Performance Share Plan
account rather than receiving cash. The Company will credit each participant's
Performance Share Plan account with an amount equal to the interest such account
would have earned if it had earned interest for the relevant time period at the
prime rate or reference rate of the Company's primary bank. Alternately, a
participant may elect, in advance, to receive, in lieu of such interest, an
amount which is based on any increase or decrease in the net book value per
share of Common Stock for the relevant period.
The following table sets forth information with respect to Units awarded
under the Performance Share Plan for the fiscal year ended December 30, 1995 to
the individual who held the position of Chief Executive Officer of the Company
and the four other most highly compensated executive officers of the Company.
15
<PAGE>
PERFORMANCE SHARE PLAN
AWARDS IN 1996
ESTIMATED FUTURE PAYOUTS
AT ASSUMED RATES OF
AWARDS ESTIMATED APPRECIATION ($)(b)
(NUMBER MATURITY ------------------------
NAME OF UNITS) PERIOD(a) 5% 10%
- ----------------------------- --------- ---------- -------- ---------
Richard G. Fabian ........... 7,254 Five Years 42,500 89,500
George S. West .............. 1,000 Five Years 5,900 12,300
Danna Lewis-Gordon .......... 8,588 Five Years 50,300 106,000
Walter B. Hahne ............. 4,669 Five Years 27,400 57,600
Karl M. Stockbridge ......... 5,691 Five Years 33,300 70,300
(a) The maturity period may be extended for an additional three years at the
election of the participant and upon approval of the Board of Directors.
(b) The estimated future payouts of these Units, which were awarded as of
December 28, 1996, was determined at assumed rates of appreciation in the
net book value of the Company's common stock, plus dividends paid. The 5%
and 10% assumed rates of appreciation are for illustrative purposes only
and do not represent the Company's estimate or projection of the future net
book value per share. There is no assurance provided to any executive
officer or any holder of the Company's securities that the actual
appreciation of net book value per share over the term of the Units will be
at the assumed levels or any other level.
PERFORMANCE RECOGNITION PLAN
In May of 1994, the Company adopted its Performance Recognition Plan. Under
the Performance Recognition Plan units ("PRP Units") are granted by the
Compensation Committee to those certain eligible employees, officers and
directors selected by the Committee. The purposes of the Performance Recognition
Plan are to provide a continuing incentive compensation program to key employees
and officers based upon their individual contributions to the Company and to
encourage continued service by key employees, officers and directors of the
Company.
The Performance Recognition Plan provides that PRP Units may be granted to
participants at the discretion of the Committee. Each participant's rights in
the PRP Units are limited to the right to receive cash as provided pursuant to
the Plan. A PRP Unit vests at the rate of 10% per year over 10 years and fully
matures at the end of 10 years from the date of grant. Upon the maturity of a
PRP Unit, the participant becomes entitled to a payment from the company with
respect to such PRP Unit in an amount equal to the greater of (a) the difference
(if a positive number) between the book value of the PRP Unit at the time of
maturity and the book value of the PRP Unit at the time of grant, and (b) the
difference (if a positive number) between the fair market value of the PRP Unit
at the time of maturity and the fair market value of the PRP Unit at the time of
grant. The book value of a PRP Unit equals the consolidated shareholders' equity
of the Company divided by one-tenth of the number of outstanding shares of
Common Stock. The book value as determined at the date of maturity is determined
in the same manner except that the shareholders' equity is increased by (i) cash
dividends paid and (ii)
16
<PAGE>
the amount of any distributions to shareholders (including any repurchases,
redemptions or retirements of shares), and is reduced by any additions to
shareholders' equity arising from the issuance of shares or other capital
contributions. The fair market value of a PRP Unit equals 10 times the fair
market value of a share of the Company's Common Stock, as determined in
accordance with the Performance Recognition Plan, at the time of determination.
The fair market value of a PRP Unit at the time of maturity is determined in the
same manner and is adjusted to reflect stock dividends, stock splits or like
capital adjustments.
The value of matured PRP Units is payable in cash on or before the first
day of the third month beginning after the maturity of the PRP Unit.
Participants are entitled to elect to defer receipt of all or a portion of the
cash payment and have said amount credited to the participant's account in the
Company's Deferred Compensation Plan. If a participant ceases to be an employee
or director of the Company before 10 years have elapsed, he or she will forfeit
a portion of his or her PRP Units and will receive payment of the remainder
measured by the same formula set forth above, but only as to those PRP Units
that have vested at the time of termination of the participant's employment.
Payments made under the Performance Recognition Plan are taxable to participants
and deducted by the Company as compensation.
No Units were awarded under the Performance Recognition Plan for the fiscal
year ended December 28, 1996.
KEY PERSON INCOME PROTECTION PLAN
The Company has a Key Person Income Protection Plan (the "Protection Plan")
for certain key executives. The key executives participating in the Protection
Plan have been divided into two classes: Class A covers the Chairman of the
Board and President of the Company and Class B covers, among others, the chief
executive officers of the operating subsidiaries and divisions and the Vice
Presidents of the Company. The benefits under the Protection Plan as of December
28, 1996 were as follows:
CLASS A CLASS B
----------------- ------------------
Nonvested retirement benefits $2,400 per each $1,200 per each
year of service* year of service*
for ten years for ten years
- --------------
* For purposes of the Protection Plan, a "year of service" means every year of
service to the Company after age 55; however, a participant in the Protection
Plan will not receive credit for more than ten years of service and will not
be entitled to any retirement benefits unless he or she has participated in
the Protection Plan for three years.
Messrs. R.G. Fabian, West, Stockbridge, Hahne and Ms. Lewis-Gordon are
covered by the Protection Plan. Class A and Class B participants who continue
their employment with the Company and retire after age 65 will be entitled to
receive an annual benefit of $24,000 and $12,000, respectively, per year for ten
years after retirement.
ASSOCIATED CONCRETE PRODUCTS PENSION PLAN
Mr. Hahne is a participant in the Associated Concrete Products, Inc.
("Associated") Pension Plan (the "Pension Plan"), which is a defined benefit
plan. Associated is a wholly-owned subsidiary of the
17
<PAGE>
Company. The amount of the contribution to the Pension Plan for the benefit of
Mr. Hahne cannot be readily calculated by the regular actuaries for the Pension
Plan and is therefore not determinable. The current estimated annual benefit
payable upon retirement to all Pension Plan participants is $372 per year of
service with Associated. Payment of benefits is based solely upon years of
service and not upon salary or other compensation paid to participants. Benefits
under the Pension Plan do not vest until the participant has five years of
credited service with Associated. Payments of benefits are not subject to any
deduction for Social Security benefits or other offset amounts. Mr. Hahne
presently has been credited with 37 years of service and upon continued
employment and retirement at age 65, he will be entitled to receive estimated
annual benefits of $9,038.
CERTAIN TRANSACTIONS
William S. Farmer, a director of the Company, is a partner in the law firm
of Collette & Erickson, which has provided legal representation to the Company
in connection with certain matters. During fiscal 1996, Collette & Erickson was
paid $86,000 by the Company for performance of legal services on behalf of the
Company and for reimbursement of expenses.
Mr. F.G. Fabian, Jr., director of the Company, received annual compensation
of $130,000 for his services as Chairman Emeritus during 1996.
Mr. Steven A. Hassmann, a director of the Company, is the principal of
Acacia Capital, Inc., a corporate financial advisory and investment firm. During
fiscal 1996, Acacia Capital, Inc. was paid $75,000 for consulting services
provided to the Company.
The Company has entered into indemnification agreements with each of its
directors and officers. Such agreements require the Company to indemnify such
individuals to the full extent permitted by Delaware law if certain claims are
brought against them in their capacities with the Company.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Audit services performed by Deloitte and Touche during the fiscal year
ended December 28, 1996 included examination of the financial statements of the
Company and its subsidiaries, services related to filings with the Securities
and Exchange Commission and consultations on matters related to accounting and
financial reporting. Each professional service was approved in advance and the
possible effect on the auditor's independence was considered by the Audit
Committee of the Board of Directors. Representatives of Deloitte and Touche are
expected to be present at the annual meeting and will have the opportunity to
make a statement if they desire to do so and to respond to appropriate
questions.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the Company's
1998 annual meeting of stockholders must be directed to the attention of the
Secretary of the Company at the address of the Company set forth on the first
page of this Proxy Statement on or before December 15, 1997 if they are to be
considered for possible inclusion in the 1998 Proxy Statement and form of proxy
in accordance with the rules and regulations of the Securities and Exchange
Commission.
18
<PAGE>
In addition, advance written notice of all proposals of stockholders to be
presented at any meeting of stockholders must be given to the Secretary of the
Company in accordance with, and must include the information required by, the
Bylaws of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors and
persons who own more than ten percent of the Common Stock of the Company to file
reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the
Securities and Exchange Commission (the "Commission"). Such officers, directors
and ten percent stockholders are also required to furnish the Company with
copies of all Sections 16(a) reports they file.
Based solely on its review of the copies of such forms received by it, or
written representation from certain reporting persons that Forms 3, 4 and 5 have
been filed as required or were not required to be filed, the Company believes
that, during the fiscal year ended December 28, 1996, all Section 16(a) filing
requirements were complied with that were applicable to its officers, directors
and ten percent stockholders.
OTHER MATTERS
The Company knows of no other matters to be brought before the annual
meeting of stockholders. However, if any other matters are properly presented
for action, it is the intention of the persons named in the enclosed form of
proxy to vote, or refrain from voting, in accordance with their best judgment on
such matters. No director has informed the Company in writing or otherwise that
he intends to oppose any action intended to be taken at the annual meeting.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 28,
1996, describing the Company's operations and including financial statements
reported on by the Company's independent auditors, is transmitted herewith.
By Order of the Board of Directors
/s/ Karl M. Stockbridge
Karl M. Stockbridge
Secretary
Auburn, California
April 14, 1997
19
<PAGE>
APPENDIX A
FOR BETTER LIVING, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints RICHARD G. FABIAN and KARL M. STOCKBRIDGE, and
each of them, proxies, with full power of substitution, to vote all shares of
Common Stock of FOR BETTER LIVING, INC. (the "Company") held of record by the
undersigned as of April 14, 1997, the record date with respect to this
solicitation at the annual meeting of stockholders of the Company to be held at
the offices of Surfer Publications, 33046 Calle Aviador, San Juan Capistrano,
California on Wednesday, May 14, 1997, at 9:00 a.m., local time, and all
adjournments thereof, upon the following matters:
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
F. G. FABIAN, RICHARD G. FABIAN, WILLIAM S. FARMER, DANNA LEWIS-GORDON,
STEVEN A. HASSMANN, KARL M. STOCKBRIDGE, PETER F. SULLIVAN AND GEORGE S. WEST
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------
2. The proxies are authorized to exercise their discretion in relation to any
other matters as may properly come before the meeting and any adjournments
thereof.
(Continued and to be signed on reverse side)
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF DIRECTORS AND ON ANY OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING. IF ANY NOMINEE DECLINES OR IS UNABLE TO SERVE AS A
DIRECTOR, THEN THE PERSONS NAMED AS PROXIES SHALL HAVE FULL DISCRETION TO VOTE
FOR ANY OTHER PERSON DESIGNATED BY THE BOARD OF DIRECTORS.
Please sign exactly as name appears to
the left. Joint owners should each sign.
Attorneys-in-fact, executors,
administrators, trustees, guardians or
corporation officers should give full
title. This proxy shall be valid and may
be voted regardless of the form of
signature, however.
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature of Stockholder
DATED: , 1997
----------------------------------------
[ ] PLEASE CHECK HERE IF YOU WILL BE ABLE TO ATTEND THE MEETING.
