<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
Bestway, Inc.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
Bestway, Inc.
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is calculated and state
how it was determined
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE> 2
BESTWAY, INC.
7800 N. STEMMONS, SUITE 320
DALLAS, TX 75247
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 1996
--------------------
TO THE STOCKHOLDERS OF
BESTWAY, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Bestway, Inc., a Delaware corporation (the "Company"), will be held at 9:00
a.m., Central Daylight Time, at the corporate office, 7800 N. Stemmons, Suite
320, Dallas, TX on Thursday, May 16, 1996 for the following purposes:
1. To elect three (3) Directors of the Company, each to serve
until the next annual meeting of stockholders and until his successor has been
duly elected and qualified; and
2. To consider and act upon the recommendation of the Board of
Directors of the Company that the stockholders approve an amendment to the
Company's Certificate of Incorporation to decrease the total number of shares
of Common Stock which the Company has authority to issue from 20,000,000 to
5,000,000.
3. To consider and act upon the ratification of the appointment
of Coopers & Lybrand L.L.P. as the Company's independent public accountants for
the 1996 fiscal year; and
4. To transact such other business as may properly come before
the meeting or any adjournment(s) thereof.
Management is not aware of any other matters that will come before the
meeting.
The Board of Directors has fixed the close of business on Friday,
April 19, 1996 as the Record Date for the determination of stockholders
entitled to notice of and vote at this meeting and any adjournment thereof, and
only stockholders of record at such time will be so entitled to vote.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL
THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE MEETING. THE PROXY IS REVOCABLE AT ANY TIME PRIOR
TO ITS EXERCISE.
By Order of the Board of Directors,
/s/ Beth A. Durrett
-----------------------------------
Beth A. Durrett
Secretary
April 22, 1996
Dallas, Texas
<PAGE> 3
PROXY STATEMENT
BESTWAY, INC.
--------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
--------------------
INTRODUCTION
The accompanying Proxy is being solicited by the Board of Directors of
Bestway, Inc. (the "Company") on behalf of the Company for use at the Annual
Meeting of Stockholders to be held at the corporate office, 7800 N. Stemmons,
Suite 320, Dallas, Texas on Thursday, May 16, 1996 at 9:00 a.m., Central
Daylight Time and at any adjournment thereof. The approximate date of which
the Proxy Statement and the form of Proxy are being sent to stockholders is
April 22, 1996. The cost of preparing and mailing the enclosed material is to
be borne by the Company.
Proxies in the accompanying form which are properly executed and duly
returned to the Company will be voted in accordance with the instructions
contained therein. If no instruction is given with respect to any proposal to
be acted upon, the proxy will be voted in favor of the proposals set forth
therein. Each proxy granted may be revoked at any time prior to its exercise
by the subsequent execution and submission of a revised proxy, by written
notice to the Secretary of the Company, or by voting in person at the meeting.
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
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 shareholders 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 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).
In the election of directors ("Directors") to the Board of Directors,
shares present by not voting will be disregarded (except for quorum purposes)
and the candidates for the election receiving the highest number of affirmative
votes of the shares entitled to be voted for them, up to the number of
Directors to be elected by those shares, will be elected and votes cast against
a candidate or votes withheld will have no legal effect.
<PAGE> 4
VOTING SECURITIES AND VOTE REQUIRED
The only class of voting securities of the Company is its Common
Stock, par value $.01 per share (the "Common Stock"), each share of which
entitles the holder thereof to one vote. As of April 19, 1996, there were
1,500,070 shares of the Company's Common Stock outstanding and entitled to vote
at the meeting or any adjournment thereof. Assuming the presence of a quorum,
the affirmative vote of a majority of the shares of Common Stock represented
and entitled to vote at the Annual Meeting of Stockholders is required for the
adoption of the proposals set forth herein except for the election of Directors
(Proposal No. 1), in which nominees will be elected by a plurality of the votes
of the shares present in person or by proxy and entitled to vote on the
election of Directors.
OWNERSHIP OF BESTWAY, INC. COMMON STOCK
The following table sets forth certain information as of January 31,
1996, obtained from information furnished by the persons named below,
concerning the beneficial stock ownership of each person known to the Company
who may be deemed to be the beneficial owner of more than five percent of the
Company's Common Stock, each Director of the Company and all Directors and
executive officers of the Company as a group. The Company has no other class of
equity securities outstanding other then its Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES OF COMMON PERCENT
OF BENEFICIAL OWNER STOCK BENEFICIALLY OWNED(1) OF CLASS
- ------------------- --------------------------- --------
<S> <C> <C>
O'Donnell & Masur, L.P. ("O&M") 981,872 65.5%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell(2) 983,872 65.6%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur(3) 981,952 65.5%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
R. Brooks Reed(4) 58,873 3.9%
7800 Stemmons, Suite 320
Dallas, Texas 75247
Jack E. Meyer 16,203 1.1%
7800 Stemmons, Suite 320
Dallas, Texas 75247
All Directors and executive officers 1,088,102 72.5%
as a group (5 persons)
</TABLE>
(1) Except as noted, beneficial ownership consists of sole voting and
investment power. The inclusion of shares that may be deemed
beneficially owned herein, however, does not constitute an admission
that the named stockholders are direct or indirect beneficial owners
of such shares.
<PAGE> 5
(2) Mr. O'Donnell has sole voting power and sole investment power with
respect to 2,000 shares of Common Stock of the Company that he owns
directly. Mr. O'Donnell by virtue of his being a general partner of
O&M may be deemed, for purposes of determining beneficial ownership
pursuant to Rule 13d-3, to own beneficially the 981,872 shares of
Common Stock owned by O&M.
(3) Mr. Masur has sole voting power and sole investment power with respect
to 80 shares of Common Stock of the Company that he owns directly.
Mr. Masur by virtue of his being a general partner of O&M may be
deemed, for purposes of determining beneficial ownership pursuant to
Rule 13d-3, to own beneficially the 981,872 shares of Common Stock
owned by O&M.
(4) Excludes a total of 71,000 shares of Common Stock of the Company owned
by Mr. Reed's spouse and adult children which Mr. Reed may be deemed
beneficially to own.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The By-Laws of the Company provide that the number of Directors which
shall constitute the whole Board shall be fixed and determined from time to
time by resolution adopted by the Board of Directors. This year three (3)
persons will comprise the Board and will be elected. Each Director will serve
until the next annual meeting of stockholders and until his successor has been
elected and qualified. The election of Directors requires a plurality of the
votes cast at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTOR NOMINEES.
It is intended that the shares represented by properly executed
proxies will be voted for the election of the persons listed below except
where authority to so vote is withheld. The nominees have indicated that they
are willing to serve as Directors, and management of the Company does not
contemplate that any of the nominees will be unable to serve as a Director or
become unavailable for any reason, but if that should occur before the meeting,
such proxy will be voted for another nominee or nominees to be selected by
management.
The nominees for Director, all of whom are now serving as Directors of
the Company are listed below together with biographical information as to (i)
the name and age of each nominee, (ii) the position and offices with the
Company of each nominee, (iii) the year during which each nominee first became
a Director of the Company, and (iv) the principal occupation or employment of
such nominee for at least the past five years. Also listed below are executive
officers of the Company.
<PAGE> 6
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Jack E. Meyer 52 Director and Member of the Audit Committee of
the Board of Directors
James A. O'Donnell 43 Director and Member of the Audit Committee of
the Board of Directors
R. Brooks Reed 54 Chairman of the Board, President and Chief
Executive Officer
Beth A. Durrett 38 Vice President - Controller and Secretary
Teresa A. Sheffield 35 Vice President - Marketing
</TABLE>
Mr. Meyer has served as a director of the Company since 1980. Mr.
Meyer is President and Chief Executive Officer of Urologix, Inc. since January
1994. From March 1993 to January 1994 he was President and Chief Financial
Officer for Fiberoptic Sensor Technologies. From January 1992 to March 1993 he
was President and Chief Executive Officer for Carelink Corporation. From June
1986 to June 1991 he was the Executive Vice President and Chief Operating
Officer for Quest Medical, Inc.
Mr. O'Donnell has served as a director of the Company since 1987. Mr.
O'Donnell is a general partner of O'Donnell and Masur, L.P., a venture capital
investment firm which is a significant stockholder and debtholder of the
Company. From 1987 to 1988 he was President of First Republic Venture
Corporation. Mr. O'Donnell has served as a director of RailTex, Inc. since
1988 and as a director of Chatwins Group, Inc. since 1993.
Mr. Reed has served as Chairman of the Board of Directors and Chief
Executive Officer since 1979. Mr. Reed also assumed the duties of President of
the Company in 1983. Mr. Reed is also a principal of Phoenix Partners, Inc., a
private investment company engaged in the acquisition and operation of
medium-sized businesses in a variety of industries.
Ms. Durrett has served as Vice President - Controller of the Company
since 1987 and was appointed Secretary in 1991. Ms. Durrett has served in
various capacities with the Company since September 1979.
Ms. Sheffield has served as Vice President - Marketing since July
1992. Ms. Sheffield has served in various capacities with the Company since
February 1988.
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND FEES
The Board of Directors held two regular meetings during the fiscal year
ended July 31, 1995 and acted four times by unanimous consent. No Director
attended fewer than 75% of the meetings of the Board of Directors or committees
thereof from August 1, 1994 to July 31, 1995.
The Board of Directors has a two member Audit Committee which held one
meeting during the fiscal year ended July 31, 1995. The Audit Committee,
neither member of which is an officer of the Company, is responsible for (a)
nominating the independent auditors for the annual audit, (b) reviewing the
plan for the audit and related services and reviewing audit results and annual
financial statements, (c) overseeing the adequacy of the Company's system of
internal accounting controls and compliance with the Foreign Corrupt Practices
Act, and (d) overseeing
<PAGE> 7
compliance with Securities and Exchange Commission requirements of disclosure
of Audit Committee activities. The present members of the Audit Committee,
none of whom is otherwise employed by the Company, are Jack E. Meyer and James
A. O'Donnell.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is indebted to O&M in the principal amount of $3,000,000.
One of the Company's Directors, James A. O'Donnell, is a general principal in
O&M. In addition to the Company's indebtedness to O&M, the Company is indebted
to one of its Directors, Jack E. Meyer, in the principal amount of $100,000 and
is indebted to a private company in the principal amount of $500,000. O&M owns
71% of the total common stock of the private company, all of which is nonvoting
common stock, and James A. O'Donnell, a Director of the Company, is a director
of the private company. R. Brooks Reed, the Chairman of the Board of Directors
and Chief Executive Officer of the Company, owns approximately 9.5% of the
common stock of the private company, all of which is voting common stock, and
is a director of the private company.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows all cash and other
compensation paid (or to be paid) by the Company for the fiscal years ended
July 31, 1995, 1994 and 1993 to the Company's Chief Executive Officer and
highest compensated executive officer for services rendered in all capacities
in which they served during each period whose total annual salary and bonus
exceeded $100,000 in the fiscal year ended July 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------- -----------
Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards ($)
------------------ ---- --- --- ----------
<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman, President 1995 $150,000 $37,111(1) --
and Chief Executive Officer 1994 $150,000 $74,104(1) --
1993 $167,800 -- $164,487(2)
Teresa A. Sheffield 1995 $71,615 $29,327 --
Vice President - Marketing 1994 $51,385 $37,384(3) --
1993 $44,000 $26,043 $19,800(4)
</TABLE>
(1) This amount represents the tax liability paid by the Company relating
to the restricted stock awarded by the Company to Mr. Reed in 1993 in
the amount of 109,658 shares of the Company's Common Stock in
connection with the restructuring of the Company.
(2) In connection with the restructuring of the Company in 1993, the
Company awarded Mr. Reed 109,658 shares of restricted stock valued at
$1.50 per share.
(3) $9,538 represents the tax liability paid by the Company relating to
the restricted stock awarded by the Company to Ms. Sheffield in 1993
in the amount of 13,200 shares of the Company's Common Stock in
connection with the restructuring of the Company.
<PAGE> 8
(4) In connection with the restructuring of the Company in 1993, the
Company awarded Ms. Sheffield 13,200 shares of restricted stock valued
at $1.50 per share.
The following Option Grants Table shows all options granted by the
Company for the fiscal year ended July 31, 1995 to the Company's highest
compensated executive officer listed above: (i) the number of shares covered
by such options; (ii) the percent that such options represented of total
options granted to all the Company's employees during the 1995 fiscal year;
(iii) the exercise price, and (iv) the expiration date.
OPTION GRANTS TABLE
<TABLE>
<CAPTION>
Percent of Total
Options Granted to Exercise
Employees in 1995 Price Per Expiration
Name Options Granted Fiscal Year Share Date
---- --------------- ----------- ----- ----
<S> <C> <C> <C> <C>
Teresa A. Sheffield 60,800 58.8% $5.00 7/24/1999
</TABLE>
RETIREMENT SAVINGS PLAN PROGRAM - 401(K) PLAN
The Company established a Retirement Savings Plan (the "Savings Plan")
effective as of September 1, 1994 which is intended to qualify under Section
401(k) of the Internal Revenue Code of 1986 (the "Code"). Employees who have
been employed with the Company for four months or more are eligible for
participation in the Savings Plan. Pursuant to the Savings Plan, employees may
elect to reduce their current compensation by up to 15% (subject to certain
limitations under the Code) and have the amount of such reduction contributed
to the Savings Plan by the Company on behalf of all participants in the Savings
Plan. The Company has made no additional or matching contributions to the
Savings Plan. The Board of Directors of the Company intends to conduct a
review at the end of each fiscal year to determine whether the Company will
make any additional or matching contributions to the Savings Plan. All assets
of the Savings Plan are held in trust at all times.
COMPENSATION OF DIRECTORS
The Company's policy is to reimburse its directors for travel, lodging
and related expenses incurred on account of attendance at meetings of the Board
of Directors and committees thereof. For their participation in special
meetings of the Board convened by conference telephone call, for services in
relation to any matters adopted by the unanimous written consent of the
directors, and for all the various services rendered, directors, other than
those who are employees or consultants of the Company, receive an annual
retainer of $1,200. Additionally, each director, other than those who are
officers or employees of the Company, receive $500 for each meeting attended.
In order to conserve cash, no fees have been paid in cash to any director since
1988 and from 1984 through 1988, directors received Common Stock of the Company
in lieu of fees. Furthermore, in connection with the 1993 restructuring of the
Company, Messrs. R. Brooks Reed and Jack E. Meyer received 109,658 and 13,271
shares, respectively, of the Company's Common Stock. The purpose of granting
stock to Messrs. Reed and Meyer was to prevent dilution of their respective
ownership positions in the Company, to provide an incentive to them to build
stockholder value following the restructuring and to
<PAGE> 9
compensate them for past service to the Company, including, but no limited to,
their waiver of directors fees and service as directors without compensation
since 1988.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Decisions regarding the compensation of the executive officers of the
Company are made by the Board of Directors. In fiscal year 1995, decisions
concerning the compensation of Ms. Beth A. Durrett and Ms. Teresa A. Sheffield
were made by the entire Board of Directors and decisions concerning the
compensation of Mr. R. Brooks Reed were made by Mr. Jack E. Meyer and Mr. James
A. O'Donnell.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO DECREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(PROPOSAL NO. 2)
Under Article Fourth of the Company's Certificate of Incorporation,
the Company has authority to issue 21,000,000 shares of stock, of which
1,000,000 shares are designated Preferred Stock, par value $10.00 per share,
and 20,000,000 shares are designated Common Stock, par value $.01 per share.
The Company's Board of Directors has adopted a resolution approving the
adoption of an amendment to the Company's Certificate of Incorporation (the
"Amendment") which would amend and restate the first paragraph of Article
Fourth to read in its entirety as follows:
"The total number of shares of stock of all classes which the
Corporation shall have authority to issue is Six Million (6,000,000),
of which stock One Million (1,000,000) shares of the par value of Ten
Dollars ($10.00) per share each shall be designated Preferred Stock
and of which Five Million (5,000,000) shares of the par value of One
Cent ($.01) per share shall be designated Common Stock".
The Amendment will further reduce the amount of state franchise taxes
payable by the Company in Delaware while still allowing for a sufficient number
of authorized shares of Common Stock available for issuance to meet the
foreseeable needs of the Company. The Amendment will not otherwise alter or
modify the rights, preferences, privileges and restrictions of the Common Stock
and will not affect the authorization of the Company to issue up to one million
shares of Preferred Stock.
PROPOSAL TO RATIFY COOPERS & LYBRAND L.L.P
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1996
(PROPOSAL NO. 3)
The Board of Directors has appointed Coopers & Lybrand L.L.P.,
independent certified public accountants, to examine and report on the
Company's financial statements for the fiscal year ended July 31, 1996. The
firm has served as the Company's independent accountants since 1976. It is
expected that a representative of such firm will be in attendance at the
Company's Annual Meeting of Stockholders and will be afforded an opportunity to
make a statement at the meeting if he so desires and will be available to
respond to appropriate questions. Audit services included examination of the
Company's filings with the Securities and Exchange Commission and consultation
in connection with various audit-related accounting matters.
<PAGE> 10
THE STOCKHOLDERS ARE REQUESTED BY THE BOARD OF DIRECTORS TO VOTE FOR THE
APPROVAL OF THE APPOINTMENT OF COOPERS AND LYBRAND L.L.P. AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 1996.
PROPOSAL FOR NEXT ANNUAL MEETING
Any proposal of holders of Common Stock intended to be presented at
the Annual Meeting of Stockholders of the Company to be held in 1997 must be
received by the Company at 7800 N. Stemmons, Suite 320, Dallas, Texas 75247, no
later than September 15, 1996, in order to be included in the Proxy Statement
and Form of Proxy relating to that meeting.
GENERAL
The cost of preparing and mailing the enclosed material is to be borne
by the Company. In addition to the solicitation of proxies by mail, certain
officers, Directors and regular employees of the Company may, without
additional compensation, solicit proxies on behalf of management by telephone,
telegraph or personal interview. The cost of any solicitation will be borne by
the Company. Upon request, persons, including brokers, holding shares for
others will be reimbursed for their expenses in transmitting proxy material to
their principals and in seeking instructions by mail, telephone or telegraph
for their principals.
Management does not intend to bring any matters before the meeting
other than those mentioned above and is not aware of any other matters to be
presented before the meeting. However, if any other matters should be
presented properly to the meeting, it is intended that the persons named in the
enclosed proxy will vote such proxy in accordance with their best judgment. A
copy of the Company's Annual Report is being mailed to the stockholders with
this Proxy Statement. The Company's Annual Report to stockholders contains
financial statements for the periods ended July 31, 1995, July 31, 1994 and
July 31, 1993 which are incorporated by reference herein. A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS AVAILABLE TO EACH STOCKHOLDER WITHOUT CHARGE. ANY STOCKHOLDER
DESIRING A COPY OF THE ANNUAL REPORT ON FORM 10-K SHOULD ADDRESS HIS REQUEST TO
MS. BETH A. DURRETT, SECRETARY, 7800 N. STEMMONS, SUITE 320, DALLAS, TEXAS,
75247.
By Order of the Board of Directors,
/s/ Beth A. Durrett
-----------------------------------
Beth A. Durrett
Secretary
April 22, 1996
Dallas, Texas
<PAGE> 11
BESTWAY, INC.
PROXY SOLICITED OF BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R. Brooks Reed and Beth A. Durrett, and each of
them, with full power of substitution, to vote as indicated below, and act with
respect to all shares of Common Stock of Bestway, Inc., (the "Company")
standing in the name of the undersigned, at the annual meeting of stockholders
to be held at 9:00 a.m. on Thursday, May 16, 1996, in the Company's corporate
office at 7800 N. Stemmons Freeway, Suite 320, Dallas, Texas, or at any
adjournment thereof, with all the power the undersigned would possess if
personally present:
1. Election of the following nominees as Directors: R. Brooks Reed, Jack E.
Meyer and James A. O'Donnell.
[ ] FOR all of the nominees [ ] WITHOUT AUTHORITY to vote for
(except as otherwise market below) all nominees
INSTRUCTIONS: To withhold authority to vote for any particular nominee,
write such person's name in the following space.
2. Approval of an amendment to the Company's Certificate of Incorporation to
decrease the total number of shares of Common Stock which the Company has
authority to issue form 20,000,000 to 5,000,000.
[ ] For [ ] Against [ ] Abstain
3. Ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent public accountants for the fiscal year 1996.
[ ] For [ ] Against [ ] Abstain
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment(s)
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ABOVE.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1, 2, 3 AND 4.
<PAGE> 12
IMPORTANT: To ensure a quorum and to avoid the expense and delay of sending
follow-up letters, please mark, sign, date and mail this proxy in the
accompanying envelop.
Date: ____________________________, 1996
________________________________________
________________________________________
Please sign exactly as name appears
hereon. For a joint account, each
owner should sign. Persons signing as
attorney, executor, administrator,
trustee or guardian or in any other
representative capacity should indicate
their full title. 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.
