<PAGE> 1
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 Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
BESTWAY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
BESTWAY, INC.
7800 N. STEMMONS, SUITE 320
DALLAS, TX 75247
-----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 28, 1997
-----------------------------
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 8:00
a.m., Central Daylight Time, at the corporate office, 7800 N. Stemmons, Suite
320, Dallas, TX on Monday, July 28, 1997 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 ratification of the appointment of
Coopers & Lybrand L.L.P. as the Company's independent public accountants for
the 1997 fiscal year; and
3. 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 Tuesday,
July 1, 1997 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
July 7, 1997
Dallas, Texas
<PAGE> 3
PROXY STATEMENT
BESTWAY, INC.
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1997
--------------------------------------
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 Monday, July 28, 1997 at 8:00 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 July 7,
1997. 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 July 1, 1997, there were
1,749,967 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 April 30,
1997, 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 56.2%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
James A. O'Donnell(2) 983,872 56.3%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
Mark Masur(3) 981,952 56.2%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225
R. Brooks Reed(4) 58,873 3.4%
7800 Stemmons, Suite 320
Dallas, Texas 75247
Jack E. Meyer 16,203 .9%
7800 Stemmons, Suite 320
Dallas, Texas 75247
All Directors and executive officers 1,088,103 62.2%
as a group (5 persons)
Robert D. Simons 92,517 5.3%
317 Coinbow Drive
Mt. Pleasant, South Carolina 29464
</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
<PAGE> 5
constitute an admission that the named stockholders are direct or
indirect beneficial owners of such shares.
(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 53 Director and Member of the Audit Committee of the
Board of Directors
James A. O'Donnell 44 Director and Member of the Audit Committee of the
Board of Directors
R. Brooks Reed 55 Chairman of the Board, President and Chief Executive
Officer
Beth A. Durrett 39 Vice President - Controller and Secretary
Teresa A. Sheffield 36 Vice President - Operations
</TABLE>
Mr. Meyer has served as a director of the Company since 1980. Mr.
Meyer is currently President and Chief Executive Officer of Urologix, Inc. From
March 1993 to January 1994 he was President and Chief Executive Officer for
Fiberoptic Sensor Technologies. From January 1992 to October 1992 he was
President and Chief Executive Officer for Carelink Corporation. Mr. Meyer has
served as a director for Urologix, Inc. since 1994.
Mr. O'Donnell has served as a director of the Company since 1987 and
since 1987 has been 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 - Operations 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, 1996 and acted three times by unanimous consent. No
Director attended fewer than 75% of the meetings of the Board of Directors or
committees thereof from August 1, 1995 to July 31, 1996.
The Board of Directors has a two member Audit Committee which held one
meeting during the fiscal year ended July 31, 1996. 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 compliance with Securities and Exchange Commission
requirements of disclosure of Audit Committee activities. The present members
of the Audit
<PAGE> 7
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, 1996, 1995 and 1994 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 $100,000 in the fiscal year ended July 31, 1996.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------- ------
Restricted
Name and Fiscal Salary Bonus Stock
Principal Position Year ($) ($) Awards ($)
------------------ ---- --- --- ----------
<S> <C> <C> <C> <C>
R. Brooks Reed, Chairman, President and Chief 1996 $150,000 -- --
Executive Officer 1995 $150,000 $37,111(1) --
1994 $150,000 $74,104(1) --
Teresa A. Sheffield 1996 $85,346 $30,376 --
Vice President - Operations 1995 $71,615 $29,327 --
1994 $51,385 $37,384(2) --
</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) $9,538 represents the tax liability paid by the Company relating to
the restricted stock awarded by the Company to Ms. Sheffield in 1993
in the amount of 13,200 shares of the Company's Common Stock in
connection with the restructuring of the Company.
<PAGE> 8
OPTION GRANTS TABLE
The following table shows all options granted by the Company for the
fiscal year ended July 31, 1996 to the Company's highest compensated executive
officers listed above: (i) the number of shares covered by such options; (ii)
the percent that such options represented of total options granted to all the
Company's employees during the 1996 fiscal year; (iii) the exercise price, and
(iv) the expiration date.
<TABLE>
<CAPTION>
Percent of Total
Options Granted to Exercise
Employees in 1996 Price Per Expiration
Name Options Granted Fiscal Year Share Date
---- --------------- ----------- ----- ----
<S> <C> <C> <C> <C>
R. Brooks Reed -- -- -- --
Teresa A. Sheffield -- -- -- --
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table shows for the fiscal year ended July 31, 1996 to
the Company's highest compensated executive officers listed above: (i) the
number of shares of the Company's Common Stock acquired upon exercise of
options during fiscal year 1996; (ii) the aggregate dollar value realized upon
exercise; (iii) the total number of unexercised options held at the end of
fiscal year 1996; and (iv) the aggregate dollar value of in-the-money
unexercised options held at the end of fiscal year 1996.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at 1996 Fiscal In-the-Money Options at
Shares Value Year End 1996 Fiscal Year End (2)
Acquired on Realized ----------------------------- ----------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Brooks Reed -- -- -- -- -- --
Teresa A. Sheffield -- -- 15,200 45,600 $60,800 182,400
</TABLE>
(2) Market value of underlying securities at year-end minus the exercise price.
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 one year 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. The Savings Plan permits, but does not require, additional
or matching contributions 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.
<PAGE> 9
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 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 1996, 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 RATIFY COOPERS & LYBRAND L.L.P
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1997
(PROPOSAL NO. 2)
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, 1997. 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, 1997.
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 1998 must be
received by the Company at 7800 N. Stemmons, Suite 320, Dallas, Texas 75247, no
later than September 15, 1997, 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, 1996, July 31, 1995 and July 31, 1994
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
July 7, 1997
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 8:00 a.m. on Monday, July 28, 1997, 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 (except as otherwise market below)
WITHOUT AUTHORITY to vote for all nominees
INSTRUCTIONS: To withhold authority to vote for any particular nominee,
write such person's name in the following space.
- -------------------------------------------------------------------------------
2. Ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent public accountants for the fiscal year 1997.
FOR AGAINST ABSTAIN
3. 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 AND 3.
<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: , 1997
-----------------------
-------------------------------
--------------------------------
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.
