<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.--)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[x] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11 or Rule 14a-12
FPA CORPORATION
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined).
----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------
2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
FPA CORPORATION
3333 Street Road, Suite 101
Bensalem, Pennsylvania 19020
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 5, 1997
------------------
To the Stockholders of FPA Corporation:
The Annual Meeting of Stockholders of FPA Corporation (the "Company")
will be held on Friday, December 5, 1997, at 11:00 a.m., Philadelphia time, at
the offices of Drinker Biddle & Reath LLP, 21st Floor, 1345 Chestnut Street,
Philadelphia, Pennsylvania, for the following purposes:
1. Election of Directors;
2. Ratification of the appointment of Price Waterhouse LLP as
independent accountants of the Company for the 1998 fiscal
year; and
3. Transaction of such other business as properly may be
brought before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November 3,
1997 as the record date for determining the stockholders entitled to notice of
and to vote at the Meeting. Only stockholders of record on the transfer books
of the Company at the close of business on that date are entitled to notice of
and to vote at the Meeting.
IT WILL BE APPRECIATED IF THOSE WHO DO NOT EXPECT TO ATTEND THE
MEETING WILL MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE. A PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT
BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, AND ANY STOCKHOLDER WHO IS
PRESENT AT THE MEETING MAY WITHDRAW THE PROXY AND VOTE IN PERSON.
November 4, 1997 By Order of the Board of Directors
JOSEPH A. SANTANGELO,
Secretary-Treasurer and Chief Financial Officer
<PAGE>
FPA CORPORATION
Corporate Headquarters:
3333 Street Road, Suite 101
Bensalem, Pennsylvania 19020
Telephone Number: (215) 245-7500
-------------------
PROXY STATEMENT
-------------------
GENERAL
This proxy statement is furnished to stockholders of FPA Corporation
(the "Company") in connection with the solicitation, by order of the Board of
Directors of the Company, of proxies for the Annual Meeting of Stockholders
(the "Meeting") to be held on Friday, December 5, 1997, at 11:00 a.m.,
Philadelphia time, at the offices of Drinker Biddle & Reath LLP, 21st Floor,
1345 Chestnut Street, Philadelphia, Pennsylvania, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. This proxy
statement, the foregoing notice and the enclosed proxy are being sent to
stockholders on or about November 4, 1997.
The record date of stockholders entitled to notice of and to vote at
the Meeting has been fixed as the close of business on November 3, 1997. The
transfer books have not been and will not be closed. Only stockholders of
record at the close of business on the record date shall be entitled to notice
of and to vote at the Meeting.
As of November 3, 1997, the Company had outstanding 11,356,018 shares
of Common Stock, par value $.10 per share (the "Common Stock"), and 1,342,113
shares held in treasury, which are not eligible to be voted. Each share of
outstanding Common Stock entitles the holder to one vote, without cumulation,
on each matter to be voted upon at the Meeting. The presence at the Meeting,
in person or by proxy, of the holders of a majority of the shares of Common
Stock entitled to vote is necessary to constitute a quorum.
The enclosed proxy is being solicited on behalf of the Board of
Directors of the Company and any costs of solicitation will be borne by the
Company. Such costs include preparation, printing and mailing of the Notice of
Annual Meeting of Stockholders, the proxy, this proxy statement and the Annual
Report, which are herewith enclosed. The solicitation will be conducted
principally by mail, although Directors, officers and regular employees of the
Company may solicit proxies personally or by telephone or telegram.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries for proxy material to be sent to their principals, and the
Company will reimburse such persons for their reasonable expenses in so doing.
-1-
<PAGE>
Shares of the Company's Common Stock represented by any unrevoked
proxy in the enclosed form will be voted in accordance with the specifications
made on such proxy, if it is properly executed and received prior to voting at
the Meeting. Any properly executed proxy received on a timely basis on which
no specification has been made by the stockholder will be voted (i) "FOR" the
election as Directors of the nominees listed herein (or for such substitute
nominees as may be nominated in the event the initial nominees become
unavailable); (ii) "FOR" the ratification of Price Waterhouse LLP as the
Company's independent accountants for the fiscal year ended June 30, 1998
("Fiscal 1998"); and (iii) in the discretion of the Proxy Committee of the
Board of Directors, upon all other matters requiring a vote of stockholders
which may properly come before the Meeting and of which the Board of Directors
was not aware a reasonable time before this solicitation.
The Proxy Committee, selected by the Board of Directors, consists of
Jeffrey P. Orleans, Chief Executive Officer and Chairman of the Board of
Directors of the Company, and Benjamin D. Goldman, President, Chief Operating
Officer and Director of the Company. If the enclosed proxy is executed and
returned, it may, nevertheless, be revoked at any time before it has been
exercised upon written notice to the Secretary of the Company. The proxy shall
be deemed revoked if a stockholder is present at the Meeting and elects to
vote in person.
-2-
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
The stockholders are being asked to elect seven Directors, who will
comprise the entire Board of Directors of the Company, to serve for the
ensuing year and until their successors are duly elected and qualified. The
nominees constitute seven of the current members of the Board of Directors,
all of whom were previously elected by the stockholders.
In the event that any nominee for Director should become unavailable,
which event the Board of Directors does not anticipate, it is intended that
votes will be cast pursuant to the enclosed proxy for such substitute nominee
as may be nominated by the Board of Directors unless otherwise indicated by
the stockholder on the proxy.
<TABLE>
<CAPTION>
Director
Name Age Present Position with the Company Since
- ---- --- --------------------------------- --------
<S> <C> <C> <C>
Sylvan M. Cohen(1)(3)(4)(6)........83 Director 1965
Benjamin D. Goldman(5)(6)..........51 President, Chief Operating Officer 1992
and Director
Robert N. Goodman(2)...............45 Director 1994
Andrew N. Heine(2).................68 Director 1994
David Kaplan(2)(3)(4)..............52 Director 1994
Lewis Katz(1)(3)(4)(5).............55 Director 1987
Jeffrey P. Orleans(1)(5)(6)........51 Chairman of the Board 1983
and Chief Executive Officer
</TABLE>
- ------------------
(1) Member of the Executive Committee, of which Mr. Cohen is Chairman.
(2) Member of the Audit Committee, of which Mr. Kaplan is Chairman.
(3) Member of the Compensation Committee, of which Mr. Kaplan is Chairman.
(4) Member of the 1992 Incentive Stock Option Committee, of which Mr.
Kaplan is Chairman.
(5) Member of the committee designated to administer the 1992 Stock
Option Plan for Non-Employee Directors (the "1992 Director Option
Plan Committee"), of which Mr. Orleans is Chairman.
(6) Member of the committee designated to administer the 1995 Director
Option Plan (the "1995 Director Option Plan Committee").
-3-
<PAGE>
Directors
Jeffrey P. Orleans has served as Chairman of the Board and Chief
Executive Officer of the Company since September 1986. From September 1986 to
May 1992 he also served as President of the Company. In addition, Mr. Orleans
is a general partner of Orleans Builders & Developers and served as the Chief
Executive Officer and the sole shareholder of Orleans Construction Corp.
("OCC"), residential real estate developers, until its acquisition by the
Company on October 22, 1993. Mr. Orleans serves as a Director of CoreStates
New Jersey National Bank, a subsidiary of CoreStates Financial Corporation,
and is a Trustee of Pennsylvania Real Estate Investment Trust.
Benjamin D. Goldman was elected President, Chief Operating Officer
and a Director of the Company in May 1992. Prior to that date, he served as
Executive Vice President and Secretary of the Company from May 1989 until May
1992.
Sylvan M. Cohen has been a Director of the Company since 1965. Until
October 1995, Mr. Cohen was a senior partner in the law firm of Cohen,
Shapiro, Polisher, Shiekman and Cohen, Philadelphia, Pennsylvania, which prior
to October 1995 served as counsel to the Company. In October 1995, Mr. Cohen
joined the law firm of Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania,
which currently serves as counsel of the Company. Mr. Cohen is also Chairman
of the Board of Trustees and Chief Executive Officer of Pennsylvania Real
Estate Investment Trust, Fort Washington, Pennsylvania, a Managing Trustee of
Arbor Property Trust and a Trustee of EQK Realty Investors I.
Lewis Katz has been a Director of the Company since 1987. For more
than five years he has been a senior partner in the law firm of Katz, Ettin,
Levine, Kurzweil, Weber & Scialaeba, P.A., Cherry Hill, New Jersey. Mr. Katz
is also Chairman of the Board of Kinney Parking, Inc., an owner and operator
of parking facilities in the northeastern United States. In addition, Mr. Katz
is a Director of Bally Gaming International, Inc. and DiGiorgio Corporation.
Robert N. Goodman has served as a Director of the Company since April
1994. For more than five years he has served as President and Chief Operating
Officer of Goodtab Corporation, Los Angeles, California, which is engaged
principally in real estate and financial consulting on a nationwide basis.
From December 1990 through July 1992, Mr. Goodman also served as Chairman of
the Board and President of Regency Equities Corp., Los Angeles, California,
which is engaged in real estate-related investments. Mr. Goodman owns a
controlling equity interest in JDT Consulting Group, the sole general partner
of LoJolla Village Professional Center Associates, a California limited
partnership (the "Partnership"). The Partnership filed for a petition under
Chapter 11 of the federal bankruptcy code on April 23, 1996.
Andrew N. Heine has served as a Director of the Company since April
1994. For more than five years Mr. Heine has been an attorney and private
investor in New York, New York. Mr. Heine is a Director of The Olsten
Corporation and Citizens Utilities Company.
David Kaplan has served as a Director of the Company since April
1994. Since 1996, Mr. Kaplan has been a principal in Autumn Hill Capital,
Inc., a real estate advisory and investment banking firm and managing partner
of Kingsbridge Partners LLC, a real estate investment firm. Prior to that time
he was a principal of Victor Capital Group, L.P., which engaged in real estate
advisory services and investment banking. Mr. Kaplan serves as a director of
Pacific Greystone Corp.
-4-
<PAGE>
Executive Officers
Michael T. Vesey, 38, is Executive Vice President-Project Management
of the Company. He has held that position since July 1, 1994. Since 1987, Mr.
Vesey has been responsible for project management of the Company's
Pennsylvania communities.
Joseph A. Santangelo, 43, is Chief Financial Officer, Treasurer and
Secretary of the Company. He has held the position of Chief Financial Officer
since July, 1994, and he has been Treasurer of the Company since 1987.
Michael Karmatz, 58, has been Executive Vice President-Orleans
Construction Company, a subsidiary of the Company, since February, 1992.
Gary G. Schaal, 47, is Executive Vice President-Sales and Marketing
of the Company. He has held that position since September, 1995. From July,
1987 to November, 1994, Mr. Schaal was a Senior Vice President of Scarborough
Corporation and from November 1994 until joining the Company he was a Vice
President of Scarborough Homes, Inc.
Committees and Meetings of the Board of Directors
The Board of Directors held three meetings during the fiscal year
ended June 30, 1997 ("Fiscal 1997"). The Company has standing Executive,
Audit, Compensation, 1992 Incentive Stock Option, 1992 Director Option Plan
and 1995 Director Option Plan Committees. The Board of Directors does not have
a standing Nominating Committee. The functions of a nominating committee are
carried on by the Board of Directors as a whole.
The Executive Committee has and exercises the authority of the Board
of Directors in the management of the business and affairs of the Company
between meetings of the Board. During Fiscal 1997, the Executive Committee
acted by unanimous consent and held no formal meetings.
The Audit Committee recommends the appointment of independent
accountants, reviews with the independent accountants the adequacy of the
system of internal accounting controls of the Company and discusses with
management and the independent accountants the annual financial statements and
principal accounting matters. During Fiscal 1997, the Audit Committee met
once.
The Compensation Committee reviews the general compensation
arrangements and structure of the Company, reviews salaries and other
compensation arrangements for the executive officers of the Company and makes
recommendations concerning such compensation to the Board of Directors. During
Fiscal 1997, the Compensation Committee held no formal meetings.
The 1992 Incentive Stock Option Committee, reconstituted on July 18,
1994, administers the Company's 1992 Incentive Stock Option Plan and awards
thereunder. During Fiscal 1997, the 1992 Incentive Stock Option Committee
acted by unanimous consent and held no formal meetings. The 1992 Director
Option Plan Committee awards options under the 1992 Director Option Plan. The
1992 Director Option Plan Committee did not meet during Fiscal 1997. In
connection with the 1995 Director Option Plan, the 1995 Director Option Plan
Committee was established in February 1995 to administer the plan.
The committee held no formal meetings in Fiscal 1997.
-5-
<PAGE>
During Fiscal 1997, all incumbent directors attended in person or by
conference call at least 75% of the total number of meetings of the Board of
Directors and Committees of the Board on which they served, except for Messrs.
Heine, Kaplan & Katz, each of whom attended two of the three meetings of the
Board of Directors held in such year.
Compensation of Directors
Each Director who is not an employee of the Company is entitled to
receive a basic fee of $6,000 annually for his service on the Board, plus an
attendance fee of $1,500 for each Board meeting and $500 for each Committee
meeting.
Each Director of the Company who was not an employee of the Company
or any affiliate of the Company and who had been a Director for at least three
years as of January 4, 1993 (the "1992 Eligible Directors") was granted an
option to purchase 25,000 shares of the Company's Common Stock under the FPA
Corporation 1992 Stock Option Plan for Non-Employee Directors (the "1992
Director Option Plan"). Under the 1992 Director Option Plan, shares subject to
an option become eligible for purchase on a cumulative basis in equal
installments of 6,250 shares each, beginning on August 19, 1994, the date
stockholders approved the 1992 Director Option Plan, and on January 1 of each
of the years 1994 through 1996, inclusive. Each option granted under the 1992
Director Option Plan expires 10 years from the date of the grant and is
subject to earlier termination upon the occurrence of certain events,
including under certain circumstances termination of service on the Board of
Directors. Messrs. Cohen and Katz have received options for 25,000 shares each
under the 1992 Director Option Plan.
On February 27, 1995, the Board of Directors adopted, subject to
stockholder approval, the 1995 Director Option Plan. Under the 1995 Director
Option Plan, options for 25,000 shares of the Company's Common Stock were
granted on February 28, 1995, subject to stockholder approval, to each
director who was not an employee of the Company or any affiliate of the
Company and who was ineligible to participate in any other stock option plan of
the Company on February 28, 1995. Options for 25,000 shares each were granted
to Messrs. Goodman, Heine and Kaplan. Under the terms of the 1995 Director
Option Plan, 6,250 shares of Common Stock became eligible for purchase on
December 8, 1995, the date that the 1995 Director Option Plan was approved by
the Company's stockholders, and on each of February 28, 1996, 1997 and 1998.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The Board of Directors has determined to appoint Price Waterhouse LLP
as independent accountants of the Company for the Company's 1998 fiscal year,
subject to ratification of such appointment by the stockholders at the 1997
Annual Meeting. The ratification of the appointment of independent accountants
by the stockholders is not required by law or by the Company's By-laws;
however, the Board of Directors has decided to submit this matter to the
stockholders because it believes that it is good practice to do so. A majority
of the votes cast on the ratification of the appointment of Price Waterhouse
LLP is necessary to approve this matter. For such purposes, the withholding of
authority to vote, an abstention or the specific direction not to cast a vote,
such as a broker non-vote, will not constitute the casting of a vote in favor
of the ratification. If a majority of the votes cast on this matter are not
cast in favor of the ratification of the appointment of Price Waterhouse LLP,
the Board
-6-
<PAGE>
of Directors will appoint other independent accountants as soon as is
practical and before the close of the 1998 fiscal year. In the absence of
instructions to the contrary, proxies will be voted in favor of the
ratification of the appointment of Price Waterhouse LLP as independent
accountants of the Company to serve until the next Annual Meeting of
Stockholders.
A representative of Price Waterhouse LLP is expected to be present at
the Annual Meeting to make a statement if desired and will be available to
respond to any appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF
THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR FISCAL YEAR 1998.
OTHER MATTERS
The Board of Directors is not aware at present of any other matters
which will or may come before the Annual Meeting of Stockholders and which
require a vote of the Stockholders. If any such matter is properly brought
before the meeting, the Proxy Committee will vote thereon in its discretion.
You are urged to mark, sign and date your proxy and return it immediately.
ADDITIONAL INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and 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 a registered class of the
Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports.
Based on the Company's review of the copies of these reports received
by it, and written representations, if any, received from reporting persons
with respect to the filing of reports on Form 3, 4 and 5, the Company believes
that all filings required to be made by the reporting persons for Fiscal 1997
were made on a timely basis except that Mr. Karmatz filed his Form 3 late.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of the close of business on
September 30, 1997, certain information with respect to the beneficial
shareholdings of each director or nominee, each of the executive officers
named in the Summary Compensation Table, and all executive officers and
directors as a group, as well as the holdings of each stockholder who was
known to the Company to be the beneficial owner, as defined in Rule 13d-3
under the Exchange Act, of more than 5% of the Company's shares of Common
Stock, based upon Company records or Securities and Exchange Commission
records. Each of the persons listed below has sole voting and investment power
with respect to such shares, unless otherwise indicated.
-7-
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Owner Beneficially Owned of Class
- ------------------------ ------------------ --------
<S> <C> <C>
Jeffrey P. Orleans, Director and Executive Officer........... 7,091,375(1) 62.4%
3333 Street Road, Suite 101
Bensalem, PA 19020
Robert N. Goodman, Director ................................. 251,849(2) 2.2
Benjamin D. Goldman, Director and Executive Officer ......... 1,129,675(3) 9.6
Lewis Katz, Director ........................................ 359,000(4) 3.2
Sylvan M. Cohen, Director.................................... 85,752(5) *
Joseph A. Santangelo, Executive Officer.................. . . 72,500(6) *
Michael T. Vesey, Executive Officer ......................... 171,000(7) 1.5
David Kaplan, Director ...................................... 52,750(8) *
Michael Karmatz, Executive Officer of OCC.................... 30,400(9) *
Gary Schaal, Executive Officer............................... 55,000(10) *
Andrew N. Heine, Director ................................... 18,750(11) *
All directors and executive officers
as a group (11 persons) ................................... 9,318,051(12) 77.6
</TABLE>
- -----------
* Less than 1% of the outstanding shares of Common Stock of the Company.
(1) The shares reflected include (a) 5,000 shares of 10,000 shares owned by
a privately-held corporation, of which Mr. Orleans is a 50% stockholder
and (b) 700 shares held as custodian for a minor son and minor
daughter. See "Certain Relationships and Related Transactions" for the
terms of a transaction under which Mr. Orleans could acquire additional
shares of the Company's common stock.
(2) The shares reflected consist of (a) 65,100 shares owned by Goodtab
Corporation (of which Mr. Goodman is the sole shareholder), (b) 167,999
shares owned by GFPA Corporation (of which Mr. Goodman is the sole
shareholder), and (c) 18,750 shares issuable upon exercise of the
vested portion of outstanding stock options.
(3) Includes (a) 450 shares held by Mr. Goldman in his capacity as trustee
for a minor child, (b) 400,000 shares issuable upon exercise of the
vested portion of outstanding stock options, and (c) 600,000 held in
three separate trusts for the benefit of the children of Mr. Orleans,
as to which Mr. Goldman is, in each case, sole trustee.
(4) Includes 25,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(5) The shares reflected include (a) 5,000 shares of 10,000 shares owned by
a privately-held corporation of which Mr. Cohen is a 50% shareholder,
(b) 450 shares held by Mr. Cohen's adult sons (for which Mr. Cohen
disclaims beneficial ownership), (c) 6,125 shares held by Mr. Cohen's
wife (for which Mr. Cohen disclaims beneficial ownership) and (d)
25,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(6) Includes 40,000 shares issuable upon the exercise of vested portion of
outstanding stock options.
(7) Includes 55,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(8) Includes 18,750 shares issuable upon exercise of the vested portion of
outstanding stock options.
(9) Consists of 15,000 shares issuable upon exercise of the vested portion
of outstanding stock options and 15,400 shares held by Mr. Karmatz'
wife.
(10) Includes 30,000 shares issuable upon the exercise of the vested portion
of stock options.
(11) Consists of 18,750 shares issuable upon exercise of the vested portion of
outstanding stock options.
(12) Includes 646,250 shares issuable upon exercise of the vested portion of
outstanding stock options.
-8-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information as to all compensation paid
by the Company for services in each of the Company's last three fiscal years
ended June 30, 1997 to (i) the Company's Chief Executive Officer and (ii) the
four most highly compensated officers other than the Chief Executive Officer
who were serving as executive officers at the end of Fiscal 1997 and whose
total annual salary and bonus exceeded $100,000 in Fiscal 1997 (together with
the Chief Executive Officer, the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Awards
------------------- ------
Other Annual Number of Securities
Name and Principal Position Fiscal Year Salary Bonus Compensation* Underlying Options
- --------------------------- ----------- ------ ----- ------------ ------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jeffrey P. Orleans 1997 $ 300,000 $59,100 $2,375 --
Chairman and CEO 1996 300,000 28,590 2,375 --
1995 300,000 72,450 1,310 --
Benjamin D. Goldman 1997 250,000 39,400 2,375 --
President and 1996 250,000 19,060 2,111 --
Chief Operating 1995 250,000 48,300 1,675 --
Officer
Michael T. Vesey 1997 175,000 20,000 2,375 200,000
Executive Vice 1996 175,000 10,000 2,375 70,000
President-Project 1995 150,000 25,000 2,310 --
Management
Michael Karmatz 1997 150,000 11,000 2,000 --
Executive Vice 1996 150,000 6,200 1,866 --
President-OCC 1995 150,000 10,000 1,605
Gary G. Schaal (1) 1997 125,000 19,700 2,375 --
Executive Vice President 1996 98,558 9,530 1,404 60,000
Sales and Marketing 1995 -- -- -- --
</TABLE>
- ------------------
* In all cases, amounts contributed by the Company to a 401(k) (defined
contribution) retirement plan.
(1) Mr. Schaal joined the Corporation in September 1995 as Executive Vice
President-Sales and Marketing.
On July 18, 1994, the Board of Directors, upon the favorable
recommendation of the Compensation Committee, adopted a bonus compensation
plan (the "Bonus Plan") to be applied in fiscal 1995 and thereafter. For a
summary of the Bonus Plan and certain awards made thereunder, see
"Compensation Committee Report on Executive Compensation."
-9-
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth individual exercises of stock options
during Fiscal 1997 and year-end values by the Named Executive Officers.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
June 30, 1997 (#) at June 30, 1997 ($)(1)
----------------------------- --------------------------
Shares
Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey P. Orleans -- -- -- -- -- --
Benjamin D. Goldman -- -- 400,000 -- $50,000 --
Michael T. Vesey -- -- 45,000 250,000 -- --
Michael Karmatz -- -- 15,000 -- -- --
Gary G. Schaal -- -- 20,000 40,000 -- --
</TABLE>
- ------------------
(1) In-the-money options are those where the fair market value of the
underlying securities exceeds the exercise price of the option. The
closing market price of the Company's Common Stock on June 30, 1997
was $0.875 per share.
Option/SAR Grants Table
The following table sets forth information concerning individual
grants of stock options and stock appreciation rights made during the fiscal
year ended June 30, 1997 to the named executive officers. Neither the Chief
Executive Officer nor the other most highly compensated executed officers
named in the "Summary Compensation Table" above, other than Mr. Vesey, were
granted stock options or stock appreciation rights during the fiscal year
ended June 30, 1997.
<TABLE>
<CAPTION>
Potential realizable value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (1)
- --------------------------------------------------------------------------------------------- -----------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price (R/SH) Date 0%($)(2) 5%($) 10%($)
---- ----------- ----------- ------------ ---- -------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael T. Vesey (3) 200,000 100% 1.50 10/11/06 -0- $188,668 $478,123
</TABLE>
- ----------------------
-10-
<PAGE>
(1) These assumed annual rates of stock price appreciation are specified by
the Securities and Exchange Commission. No assurance can be given that
such rates will be achieved.
(2) Reflects no appreciation because the exercise price was equal to the
closing price of the Common Stock on the American Stock Exchange on the
date of grant.
(3) The shares of stock subject to the options granted to Mr. Vesey become
eligible for purchase on a cumulated basis as follows: (a) 30,000
shares at $1.50 per share on October 11, 1997 and on each of the next
five anniversary dates thereof; and (b) 20,000 shares at $1.50 per
share on October 11, 2003.
Performance Graph
The graph set forth below compares the yearly percentage change in
the cumulative total stockholder return on the Common Stock of the Company
during the five years ended June 30, 1997 with (i) the cumulative total return
on the American Stock Exchange Index and (ii) the cumulative total return on a
selected peer group consisting of six companies engaged in residential real
estate development similar in scope and character or in reasonable geographic
proximity to the Company's development activities: Continental Homes Holding
Corp., Hovnanian Enterprises, Inc. (Class A), Oriole Homes Corp. (Class B),
Calton Inc., Standard-Pacific Corp. and Toll Brothers, Inc. The comparison
assumes $100 was invested on June 30, 1992 in the Company's Common Stock and
in each of the foregoing indices and assumes the reinvestment of any
dividends. The closing market price of the Company's Common Stock as of June
30, 1997 was $0.875.
-11-
<PAGE>
Comparison of Five Year Cumulative Total Return
Total Shareholder Returns - Dividends Reinvested
Annual Return Percentage
YEARS ENDING
Company/Index Jun93 Jun94 Jun95 Jun96 Jun97
==============================================================================
FPA CORP 228.57 -21.74 -52.80 5.93 -22.22
AMERICAN STOCK EXCHANGE 14.49 -2.34 17.95 15.31 7.94
PEER GROUP 23.17 -2.86 -1.94 6.19 14.03
Indexed returns
YEARS ENDING
Company/Index Jun92 Jun93 Jun94 Jun95 Jun96 Jun97
==============================================================================
FPA CORP 100 328.57 257.14 121.37 128.57 100.00
AMERICAN STOCK EXCHANGE 100 114.49 111.81 131.88 152.07 164.15
PEER GROUP 100 123.17 119.65 117.32 124.58 142.07
Peer Group Companies:
- ------------------------------------------------------------------------------
CALTON INC.
CONTINENTAL HOMES HOLDING CP
HOVNANIAN ENTRPRS INC -CL A
ORIOLE HOMES CORP -CL B
STANDARD PACIFIC CP
TOLL BROTHERS INC
TOTAL SHAREHOLDER RETURNS
$350 |--------------------------------------------------------------------
|
| #
|
|
$300 |--------------------------------------------------------------------
|
|
|
| #
$250 |--------------------------------------------------------------------
|
|
|
D |
$200 |--------------------------------------------------------------------
O |
|
L |
| @
L $150 |-----------------------------------------------------@--------------
| *
A | @ #
| * * #* *
R | @ @
$100 #@*-----------------------------------------------------------------#
S |
|
|
|
$50 |--------------------------------------------------------------------
|
|
|
$0 |--------------------------------------------------------------------
Jun92 Jun93 Jun94 Jun95 Jun96 Jun97
YEARS ENDING
# = FPA CORP @ = AMERICAN STOCK EXCHANGE * = PEER GROUP
-12-
<PAGE>
Compensation Committee Interlocks and Insider Participation
During Fiscal 1997, Messrs. Cohen, Kaplan and Katz served on the
Compensation Committee of the Board of Directors. On July 18, 1994, the 1992
Incentive Stock Option Committee was reconstituted with Messrs. Cohen, Kaplan
and Katz as its sole members.
Mr. Cohen is Chairman of the Board of Trustees and Chief Executive
Officer of Pennsylvania Real Estate Investment Trust, Fort Washington,
Pennsylvania ("PREIT"). Mr. Orleans also serves as a Trustee of PREIT.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Compensation Committee
The Compensation Committee consists of Messrs. Cohen, Kaplan and
Katz. The Committee is chaired by Mr. Kaplan and reviews and recommends
salaries, bonuses and other forms of compensation for officers and key
employees of the Company. On July 18, 1994, the members of the current
Compensation Committee were appointed as the sole members of the 1992
Incentive Stock Option Committee.
Overview and Philosophy
The Compensation Committee is mindful of the need to align the
interests of management with the interests of the Company's stockholders. The
establishment of the 1992 Incentive Stock Option Plan was designed to permit
the Company to attract and retain talented managers and motivate such managers
to enhance profitability and stockholder returns. The Committee believes that
the utilization of stock option plans serves the interests of the
stockholders, especially by permitting the Company to preserve cash for other
operational purposes during the recovery from unfavorable economic conditions
in the residential real estate industry. The Committee believes that the
objectives of the stockholders will be best achieved by having a substantial
portion of executive cash compensation tied to annual corporate earnings and
by providing incentives to management through the use of stock options.
Commencing in Fiscal 1990, the Company asked its management to reduce
overhead, substantially eliminate high interest funded debt obligations and
restructure the Company to enable it to have sufficient funds to meet
operating needs. Since the last quarter of Fiscal 1994, the Committee has
analyzed the impact and effectiveness of the results of the most recent
restructuring transactions and initiatives of internal Company management. It
has made and will continue to make compensation adjustments to executive
officers commensurate with its evaluation.
Senior Executive Officers' Compensation
The Board of Directors or Compensation Committee did not determine
the compensation of the Company's Chief Executive Officer, Jeffrey P. Orleans,
in recent fiscal years. From and after 1987, such compensation had been fixed
under an employment agreement with Mr. Orleans at the same salary of $200,000
per year and an incentive compensation formula. While the formal employment
agreement
-13-
<PAGE>
expired by its terms on December 31, 1992, the compensation for Mr. Orleans
continued unchanged. During Fiscal 1992, Mr. Orleans voluntarily waived his
right to receive his salary under the employment agreement for the major part
of such fiscal year. During Fiscal 1994, Mr. Orleans' compensation was
continued in accordance with the previous employment agreement until the
consummation, on October 22, 1993, of the acquisition of Orleans Construction
Corp. ("OCC"), which was formerly wholly-owned by Mr. Orleans.
Following the OCC acquisition, Mr. Orleans' salary was increased to
$300,000 and the salary of Benjamin D. Goldman, President and Chief Operating
Officer, was increased to $250,000, each on an annualized basis, for Fiscal
1994 subject to approval by the Board of Directors, which approval was given
on July 18, 1994 after review of the matter by the Compensation Committee.
During Fiscal 1997, the Compensation Committee made no changes in the base
salaries of any of the senior officers.
Other Executive Officers' Compensation
The Compensation Committee has assumed responsibility for the cash
and other incentive compensation, if any, to be paid to the Company's
executive officers and key employees, other than compensation under the
Company's stock option plans. The amount and nature of the compensation
received by the Company's executives in Fiscal 1997 was determined in
accordance with the recommendations of the Chief Executive Officer. The
executive compensation program consists of three major components: base
salaries, potential for annual bonuses and stock options.
Base Salary
The compensation to executive officers of the Company is generally in
the low range of base salary amounts paid to comparable executive officers at
similar companies included in the table under "Executive Compensation -
Performance Graph." Increases in base salaries have been limited over the last
several fiscal years and are adjusted based on the performance of an
individual executive, increased responsibilities assumed by such executive,
compensation trends in the real estate industry and general market
compensation levels for comparable positions.
Incentive Compensation Programs
The Compensation Committee believes that it is important for the
Company's objective of continuation of profitability to further align its
executive officers and key employees with the stockholders' interests by
establishing a direct link between executive pay and the Company's operating
financial performance. Accordingly, on July 18, 1994, the Board of Directors,
upon the favorable recommendation of the Compensation Committee, adopted a
bonus compensation plan (the "Bonus Plan") to be applied in Fiscal 1995 and
thereafter, as follows:
A total of eight percent (8%) of the Company's consolidated
operating profits (before taxes and excluding nonrecurring
items, income or loss arising from extraordinary items,
discontinued operations, debt repurchase at a discount, and
the amount of awards under the Bonus Plan ("Pre-Tax
Profits"), if any) shall be allocated for award as bonus
compensation. Three percent (3%) and two percent (2%) of the
Pre-Tax Profits shall be awarded as an incentive to the
Chairman and the President, respectively, provided each is
in office at the end of the fiscal
-14-
<PAGE>
year, subject to certain exceptions. Three percent (3%) of
the Pre-Tax Profits shall be allocated for award at the
discretion of the Chairman in consultation with the
President to other executive officers and key employees of
the Company whose performance merits recognition under goals
and policies established by the Board. Any award will be
pro-rated for any eligible employee who has served less than
the full year with the Company.
For Fiscal 1997, the Board continued management performance goals
which included continued growth in profitability, reduction of unproductive
assets, acquisition and financing of new and existing assets, and improvements
by management to reduce overhead and increase efficiency. With respect to
Fiscal 1997, pursuant to the Bonus Plan, 3% and 2% of the Pre-Tax Profits were
awarded, respectively, to Messrs. Orleans and Goldman. The remaining 3% of
Pre-Tax Profits was awarded to the Company's other senior officers (other than
Mr. Schaal) based upon their attainment of certain performance goals. In
addition, 1% of Pre-Tax Profits was paid as a bonus to Mr. Schaal pursuant to
a written obligation to do so.
1992 Incentive Stock Option Plan
The FPA Corporation 1992 Incentive Stock Option Plan established by
the Board of Directors is intended to align directly the interests of the
Company's executives and the stockholders in the enhancement of stockholder
value. The ultimate value, if any, received by option holders is directly tied
to increases in the Company's stock price and, therefore, stock options serve
to link closely the interests of management and stockholders by motivating
executives to make decisions that will serve to increase the long-term return
to the stockholders. Additionally, grants under the 1992 Incentive Option Plan
include vesting and termination provisions which the Board believes will
encourage option holders to remain employees of the Company. With respect to
Fiscal 1997, the only grant awarded under the 1992 Incentive Stock Option Plan
was to Mr. Vesey for 200,000 shares. Generally, options granted under the 1992
Incentive Stock Option Plan have exercise prices equal to the fair market
value of the Company's Common Stock on the date of grant, become exercisable
in installments within a period of five years from the date of grant, and are
contingent upon the grantee's continued employment. The number of shares for
which options may be granted to an individual varies according to his or her
job title, level of responsibility, and performance results.
With respect to stock option awards granted in previous fiscal years,
considerations of the 1992 Incentive Stock Option Committee have included
recognition of the Company's progress with respect to its restructuring and
financing transactions, the fact that the Company has been engaged in several
of these long-term transactions of substantial complexity extending over
several years and the effect of continuing efforts to restore profitability by
reducing overhead and increasing operating efficiency. The Company's success
is considered to depend in large part on the sustained effort and commitment
of management. The Board of Directors and Compensation Committee believe that
option awards provide long-term incentive to focus managers on building
profitability and stockholder value and, as a consequence, intend to continue
to utilize option awards in the future.
Other Benefits
The Company makes available health care benefits and a 401(k) plan
for executive officers on terms generally available to all Company employees.
The Board of Directors believes that such benefits are comparable to those
offered by other real estate developers of similar size. The amount of
perquisites
-15-
<PAGE>
as determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed $50,000 or 10%
of the salary of any executive officer in the last fiscal year.
Respectfully submitted,
The Compensation Committee
David Kaplan, Chairman
Sylvan M. Cohen
Lewis Katz
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Company's discretionary secured line of credit
in the maximum principal amount of $6.6 million entered into in April, 1996,
the Company and the lending bank agreed to enter into certain arrangements
with Jeffrey P. Orleans, Chairman and Chief Executive Officer of the Company,
relating to existing borrowings by the Company from Mr. Orleans. These
arrangements included the deferral of payment by Mr. Orleans, until April 1,
1998, of an aggregate of $1.35 million due Mr. Orleans from the Company under
the Company's Series A Variable Rate Notes and the Company's Series B Variable
Rate Mortgage Notes, and the subordination to the bank of $3 million of
advances by Mr. Orleans to the Company.
The Board appointed a Special Committee of non-employee directors to
review and recommend the permanent terms of the aggregate $3 million in
advances by Mr. Orleans to the Company and the terms of the $2 million to be
advanced by Mr. Orleans to the Company. On July 9, 1996, after receiving the
report of the Special Committee and a preliminary report from Howard, Lawson &
Co., an investment banking firm, on the fairness of the proposed terms, the
Board of Directors unanimously approved the proposed terms (Mr. Orleans
abstaining), and delegated to the Special Committee the authority to approve
the final documentation, subject to the receipt of a written opinion from
Howard, Lawson & Co. as to the fairness of the proposed terms to the
shareholders of the Company. In August 1996, after receipt of an opinion from
Howard, Lawson & Co., to the effect that the proposed arrangements with Mr.
Orleans relating to such advances were fair to the shareholders of the
Company, other than Mr. Orleans, from a financial point of view, the Special
Committee approved the documentation under which these advances would be made
by Mr. Orleans to the Company.
The $3 million advance by Mr. Orleans to the Company is evidenced by
the Company's $3 million Convertible Subordinated 7% Note, due January 1, 2002
(the "Convertible Note") issued pursuant to a note purchase agreement dated as
of August 1, 1996. The Convertible Note provides for interest at 7% per annum
and principal payments of $1 million on or before June 30 of each of 2000,
2001 and 2002. The Convertible Note contains commercially standard default and
other provisions and is subordinated in right of payment to the Company's
obligations under the Company's $6.6 million discretionary secured line of
credit referred to above. Upon approval of a supplemental listing application
by the American Stock Exchange, the holder of the Convertible Note may convert
all or any portion (in integral multiples of $1 million) of the principal
amount of the Convertible Note into shares of the Company's Common Stock at a
conversion price of $1.50 per share, subject to adjustment for splits,
-16-
<PAGE>
combinations, and other capital changes. The closing price of the Company's
Common Stock on the American Stock Exchange on July 8, 1996, the date the
Board of Directors approved the terms of the borrowing, was $1.125 per share.
The Company anticipates approval of the listing of the Common Stock issuable
upon exercise of the Convertible Note during 1998. If Mr. Orleans were to
convert the Convertible Note in full at its initial conversion price, his
beneficial ownership of the Company's Common Stock would increase by 2,000,000
shares, and his percentage ownership of the outstanding common stock of the
Company, based on the number of shares of Common Stock outstanding on the date
hereof, would increase from approximately 62.4% to approximately 68.1%.
The Company also entered into a note purchase agreement, also dated
as of August 1, 1996, with Mr. Orleans under which Mr. Orleans agreed to
advance to the Company up to $2 million against the Company's $2 million
Variable Rate Note due September 30, 1998. The Company has borrowed the entire
$2 million under this agreement on the date hereof. The Variable Rate Note
will bear interest at 2% in excess of the prime rate of interest announced
from time to time by CoreStates Bank, N.A. and will be repayable in annual
principal installments of $500,000 commencing December 31, 1997. The Variable
Rate Note will not be secured and will not be subordinated by its terms to the
claims of any creditor of the Company.
A. P. Orleans Insurance Agency Inc., of which Mr. Orleans is the sole
shareholder, provided services to the Company in the placement of insurance
during Fiscal 1997. The Company incurred approximately $50,000 for such
services.
In fiscal 1997, the Company agreed to acquire two real estate
brokerage firms, A.P. Orleans, Inc.-PA and A.P. Orleans, Inc.-NJ, for an
aggregate purchase price equal to the aggregate net book value of those two
companies. The sale, which was effective January 1, 1997, was for an aggregate
cash price of $169,136. Jeffrey P. Orleans and the Selma H. Orleans Trust each
owned one-half of the outstanding shares of each such company.
In fiscal 1997, Jeffrey P. Orleans agreed to purchase from the
Company thirty-one (31) multifamily housing units located in four different
multifamily communities under development by the Company for an aggregate cash
purchase price of approximately $1.8 million. Twenty-six of such units are
designated for occupancy by low income families under New Jersey regulation
designed to assure available housing at various income levels. The prices paid
for the twenty-six units, as well amounts charged for any subsequent rental,
are subject to New Jersey regulation and the prices paid by Mr. Orleans for
all of the units were the same prices that the Company offered the units for
sale to unaffiliated third parties.
Drinkle, Biddle & Reath LLP, of which Sylvan M. Cohen, a Director of
the Company, is of counsel, performs legal services for the Company.
In the opinion of the Board of Directors, all of the transactions
described in "Certain Relationships and Related Transactions," insofar as they
involve transactions by affiliates of the Company with the Company, are on
terms that are comparable to, or not less favorable than, terms which would
have been obtainable by the Company from unaffiliated third parties.
-17-
<PAGE>
Deadline for Filing Stockholder Proposals for 1998 Annual Meeting
Proposals which stockholders desire to have included in the Company's
Proxy Statement for the Annual Meeting in 1998 pursuant to Exchange Act Rule
14a-5(e) must be received by the Company on or before July 17, 1998.
ANNUAL REPORT ON FORM 10-K
THE COMPANY, UPON REQUEST, WILL FURNISH TO RECORD AND BENEFICIAL
HOLDERS OF ITS COMMON STOCK, FREE OF CHARGE, A COPY OF ITS ANNUAL REPORT ON
FORM 10-K (INCLUDING FINANCIAL STATEMENTS AND SCHEDULES BUT WITHOUT EXHIBITS)
FOR FISCAL 1997. COPIES OF EXHIBITS TO THE FORM 10-K ALSO WILL BE FURNISHED
UPON REQUEST AND THE PAYMENT OF A REASONABLE FEE. ALL REQUESTS SHOULD BE
DIRECTED TO JOSEPH A. SANTANGELO, SECRETARY-TREASURER, AT THE OFFICES OF THE
COMPANY SET FORTH ON PAGE ONE OF THIS PROXY STATEMENT.
November 4, 1997 By Order of the Board of Directors
JOSEPH A. SANTANGELO,
Secretary-Treasurer
-18-
<PAGE>
REVOCABLE PROXY
FPA CORPORATION
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
Wednesday, December 5, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Jeffrey P. Orleans and Benjamin D.
Goldman as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the Common
Stock of FPA Corporation held of record by the undersigned on the close of
business on November 3, 1997 at the Annual Meeting of Stockholders to be held on
Friday December 5, 1997 or at any adjournment thereof.
-----------------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- -------------------------------------------------------------------------------
- -------Stockholder sign above-----------Co-holder (if any) sign above----------
For
1. ELECTION OF DIRECTORS For Withhold All Except
[ ] [ ] [ ]
Sylvan M. Cohen, Benjamin D. Goldman,
Robert N. Goodman, Andrew N. Heine, David Kaplan,
Lewis Katz and Jeffrey P. Orleans
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF For Against Abstain
PRICE WATERHOUSE LLP AS THE INDEPENDENT [ ] [ ] [ ]
PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 30, 1998.
3. In their discretion, the Proxies are authorized, to the extent permitted by
the rules of the Securities and Exchange Commission, to vote upon such
other business as may properly come before the meeting or any adjournment.
+ Detach above card, sign, date and mail in postage paid envelope provided. +
FPA CORPORATION
3333 Street Road, Suite 101, Bensalem, Pennsylvania 19020
- -------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE ABOVE SIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS; FOR
PROPOSAL 2; AND IN ACCORDANCE WITH THE PROXIES' BEST JUDGMENT UPON OTHER
MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
The above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of notice of the Annual Meeting of Stockholders, a
Proxy Statement and an Annual report to Stockholders.
Please date and sign exactly as you name(s) appear(s) above. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
