<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
AMELCO CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AMELCO CORP
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (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
AMELCO CORPORATION
19208 South Vermont Avenue
Gardena, California 90248
================================================================================
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 1996
================================================================================
To the Shareholders of Amelco Corporation:
Notice is hereby given that the annual meeting of shareholders (the "Annual
Meeting") of Amelco Corporation (the "Company") will be held on Tuesday, April
30, 1996, at 10:00 A.M., at the Company's office, 19208 South Vermont Avenue,
Gardena, California, for the following purposes, as more fully described in the
attached Proxy Statement:
1. To elect directors of the Company to serve until the next annual meeting
of shareholders;
2. To transact such other business as may be properly brought before the
meeting.
The Board of Directors has fixed the close of business on April 2, 1996 as
the record date for the determination of the shareholders entitled to notice of
and to vote at the Annual Meeting and any adjournment thereof.
You are cordially invited to attend the Annual Meeting in person. In order
to ensure your representation at the Annual Meeting, please mark, sign, and date
the enclosed proxy and return it promptly in the enclosed postage-prepaid return
envelope. If you should decide to attend the Annual Meeting and vote your shares
in person, you may revoke your proxy at that time.
The annual report of the Company for the fiscal year ended September 30,
1995 accompanies this Notice of Annual Meeting of Shareholders.
By Order of the Board of Directors
John M. Carmack
Secretary
Los Angeles, California
April 2, 1996
1
<PAGE> 3
================================================================================
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 1996
================================================================================
This proxy statement is furnished to shareholders of Amelco Corporation
(the "Company") in connection with the solicitation by the Board of Directors of
the Company (the "Board") of proxies to be voted at the annual meeting of
shareholders (the "Annual Meeting") to be held on Tuesday, April 30, 1996, at
10:00 A.M., at the Company's office, 19208 South Vermont Avenue, Gardena,
California, and at any adjournment thereof. This proxy statement, together with
the accompanying proxy, is being mailed on or about April 5, 1996 to the
Company's shareholders of record at the close of business on April 2, 1996.
Proxies in the accompanying form may be revoked at any time before they are
voted by delivering a written notice to the Company stating that the proxy is
revoked or by executing and delivering to the Company a duly executed proxy
bearing a later date. Any shareholder who attends the Annual Meeting in person
may, if he wishes to do so, revoke any proxy theretofore given by voting his
shares in person, but attendance in person at the Annual Meeting will not of
itself revoke a proxy.
All shares of common stock of the Company (the "Common Stock") represented
by a properly completed proxy received in time for the Annual Meeting, and not
revoked or superseded prior to being voted, will be voted as directed at the
Annual Meeting. Where no directions are specified, the proxy will, according to
its terms, be voted "FOR" (i) election of directors nominated and (ii) at the
discretion of the persons named as proxies, on all other matters which may
properly come before the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has one class of stock outstanding, designated Common Stock. On
April 2, 1996, there were 1,443,088 shares of Common Stock outstanding.
The presence in person or by proxy, at the Annual Meeting or any
adjournment thereof, of holders of a majority of such shares of Common Stock
outstanding will constitute a quorum for the transaction of business. Except as
described below with respect to the election of directors, shareholders are
entitled to cast one vote per share on each matter presented for consideration
and action by the shareholders. The affirmative vote of the holders of a
majority of the outstanding Common Stock present (whether in person or by proxy)
and voting at the Annual Meeting will be required to approve each proposal. As
to each proposal, abstentions will be included, but broker non-votes will not be
included, in the calculation of the number of holders who are considered present
and voting at the Annual Meeting.
With respect to the election of directors, voting will be cumulative if a
shareholder has given notice prior to commencement of the voting of such
shareholder's intention to cumulate votes. Cumulative voting permits each
shareholder to cast an aggregate number of votes equal to the number of shares
owned multiplied by the number of directors to be elected; all of such votes may
be cast for a single nominee or may be allocated among any two or more nominees
as the shareholder wishes. If a proxy is marked "FOR" the election of directors,
it may, at the discretion of the proxy holders, be voted cumulatively in the
election of directors. See "Election of Directors."
2
<PAGE> 4
The following table sets forth information as of April 2, 1996 with respect
to the ownership of the Company's common stock by any person who is known to the
Company to be the beneficial owner of more than 5% of the Company's common
stock, by all directors, by the Named Officers referred to in Executive
Compensation, and by all directors and officers of the Company as a group.
Except as otherwise noted, each person has sole voting and investment discretion
with respect to the shares of Common Stock shown as beneficially owned.
<TABLE>
<CAPTION>
Number Percent
Name and Address of of
of Beneficial Holder Shares Class
- --------------------------------------------------------------------------------
<S> <C> <C>
Mark S. Angelich Trust ...................... 300,856 (1) 20.8%
19208 South Vermont Avenue
Gardena, California 90248
Valarie Thomas Trust ........................ 300,753 (2) 20.8%
19208 South Vermont Avenue
Gardena, California 90248
Julie Slavinsky Trust ....................... 300,753 (3) 20.8%
19208 South Vermont Avenue
Gardena, California 90248
S. M. and M. F. Angelich 1994 Trust ......... 400,000 (4) 27.7%
19208 South Vermont Avenue
Gardena, California 90248
Samuel M. Angelich .......................... -0- (4) 0.0%
19208 South Vermont Avenue
Gardena, California 90248
Mark S. Angelich ............................ 700,856 (5) 48.6%
19208 South Vermont Avenue
Gardena, California 90248
John M. Carmack ............................. -0- 0.0%
130 North Brand Boulevard
Glendale, California 91203
Patrick T. Miike ............................ -0- 0.0%
19208 South Vermont Avenue
Gardena, California 90248
All Directors and Officers .................. 700,856 48.6%
as a Group (4 persons)
- --------------------------------------------------------------------------------
</TABLE>
(1) These shares are held in an irrevocable trust established July 15, 1988 for
the benefit of Mark S. Angelich by Samuel M. Angelich and his wife,
Marcelina F. Angelich. Mark S. Angelich, trustee of the trust, has the sole
power to vote the shares and to direct the disposition thereof.
(2) These shares are held in an irrevocable trust established July 15, 1988 for
the benefit of Valarie Thomas by Samuel M. Angelich and his wife, Marcelina
F. Angelich. Valarie Thomas, trustee of the trust, has the sole power to
vote the shares and to direct the disposition thereof.
(3) These shares are held in an irrevocable trust established July 15, 1988 for
the benefit of Julie Slavinsky by Samuel M. Angelich and his wife,
Marcelina F. Angelich. Julie Slavinsky, trustee of the trust, has the sole
power to vote the shares and to direct the disposition thereof.
(4) These shares are held in an irrevocable trust established February 22, 1995
by Samuel M. Angelich and his wife, Marcelina F. Angelich for the benefit
of Mark Angelich, Valarie Thomas, and Julie Slavinsky, Mr. Angelich's
children. Mark Angelich, trustee of the trust, has the sole power to vote
the shares and to direct the disposition thereof. Mr. Samuel Angelich
disclaims beneficial ownership of these 400,000 shares.
(5) All these shares are held in the trusts described in footnote 1 and 4
above.
3
<PAGE> 5
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board shall consist of not less
than three and not more than five members and that the exact number of directors
shall be three until changed by a resolution duly approved by the Board or the
shareholders. The Board now consists of three directors. Directors are elected
annually by the shareholders, each to hold office until the next annual meeting
of shareholders.
The Board has selected the following three nominees for re-election as
directors:
Samuel M. Angelich
Mark S. Angelich
John M. Carmack
All nominees currently serve as directors and were elected to their present
term of office at the last annual meeting of shareholders.
If cumulative voting is not requested, the proxy holders, if so authorized,
will vote the proxies received by them for the election of the three Board
nominees. If cumulative voting is requested, the holders of the enclosed
proxies, if authorized to vote for nominees to the Board, will vote the proxies
received by them cumulatively for some or all of the three nominees in such
manner as may be determined at the time by the proxy holders. All nominees have
indicated a willingness to serve as directors. However, if any nominee of the
Board should decline or be unable to serve, the holders of the enclosed proxies
may vote the proxies received by them in their discretion for another person in
the nominee's stead if they are authorized to vote for the nominees to the
Board. The Board has no reason to believe that any substitute nominee will be
required. Nominees receiving the highest number of votes cast, up to the number
of directors to be elected will be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED. PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" THE NOMINEES NAMED
UNLESS OTHERWISE INSTRUCTED.
BIOGRAPHICAL INFORMATION
The following biographical information is furnished with respect to the
three nominees for election as directors:
SAMUEL M. ANGELICH, age 72, has been associated with the electrical
contracting industry since 1942 and has served as an officer of various Amelco
subsidiaries since 1971. In October 1982, he was appointed Vice-President and
director of the company and in June 1986, he was appointed Senior Vice President
of the Company. Mr. Angelich has been President, Chief Executive Officer and the
Chairman of the Board of the Company since January 1988.
MARK S. ANGELICH, age 39, is the son of Samuel Angelich. In 1986, Mr.
Angelich joined Amelco Industries, a wholly owned subsidiary of the Company, and
served as its Vice-President of Administration until 1989, at which time he was
appointed as President. Mr. Angelich has been a director and Executive
Vice-President of the Company since January 1988.
JOHN M. CARMACK, age 58 is a practicing attorney in Glendale, California,
and has been a partner in the law firm of Gill & Baldwin since 1966. Mr. Carmack
and other attorneys in his firm have acted as counsel to the Company and its
subsidiaries since 1972. Mr. Carmack has been Secretary and a director of the
Company since January 1988.
4
<PAGE> 6
BOARD OF DIRECTORS
The business affairs of the Company are managed by and under the direction
of the Board, although the Board is not involved in the Company's day-to-day
operations. The Company has no standing audit committee, compensation committee
or nominating committee, and the responsibilities that would otherwise be
assigned to such committees are performed by the Board.
The Board met six times during the fiscal year ended September 30, 1995 and
all directors attended all board meetings.
EXECUTIVE COMPENSATION
There is shown below information concerning the annual compensation for
services in all capacities to the Company for the fiscal years ended September
30, 1995, 1994 and 1993, of those persons who were, at September 30, 1995 (i)
the chief executive officer and (ii) the other executive officers of the Company
whose total annual salary and bonus exceeds $100,000 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
---------------------------- All Other (3)
Name and Principal Position Year Salary Bonus Compensation
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel M. Angelich (1) ................ 1995 $200,000 $200,000 $24,162
Chairman of the Board & 1994 $200,000 $200,000 $23,175
Chief Executive Officer 1993 $200,000 $250,000 $24,600
Mark S. Angelich (2) ................... 1995 $200,971 $200,000 $2,310
Executive Vice President & 1994 $182,699 $150,000 $443
Chief Operating Officer 1993 $154,720 $200,000 $2,321
Patrick T. Miike ....................... 1995 $110,000 $40,000 $2,250
Vice President- Finance, Treasurer 1994 $108,078 $25,000 $561
& Chief Financial Officer 1993 $90,002 $25,000 $1,731
- ------------------------------------------------------------------------------------
</TABLE>
(1) During the period from May 31, 1990 to May 31, 1993, Mr. Samuel M. Angelich
had an employment contract with the Company which provided for annual
compensation of $200,000 plus bonus of $100,000 or 10% of the Company's
earnings before taxes, whichever is greater, disability benefits of $10,000
per month for up to 60 months from the date of disability, a Company
furnished automobile, country club membership and any benefits generally
available to employees of the Company. The Board of Directors has not
decided whether to enter into a new employment agreement, and if so, what
terms would be incorporated into a new agreement. However, pursuant to a
separate written agreement dated March 7, 1994, the Company has agreed to
provide death benefits of $10,000 per month to Mr. Angelich's wife for a
term of 48 months. Since the aggregate value of the foregoing perquisites
and benefits does not exceed the lesser of either $50,000 or 10% of Mr.
Angelich's salary and bonus, no information with regard to such other
compensation is included in the table.
(2) Effective March 1, 1989, Mark S. Angelich entered into a ten-year
employment contract with the Company which provides for initial
compensation of $125,000 annually, with increases in salary of 10% each
year, plus an annual bonus of $50,000 or 10% of the Company's earnings
before taxes, whichever is greater. The employment contract also provides
for death and disability benefits of $5,000 per month for up to 60 months
from the date of death or disability, a Company-furnished automobile,
country club membership and any benefits generally available to employees
of the Company. Since the aggregate value of the foregoing perquisites and
benefits does not exceed the lesser of either $50,000 or 10% of Mr.
Angelich's salary and bonus, no information with regard to such other
compensation is included in the table.
(3) Represents matching contributions made by the Company under the Company's
401(K) plan, and as to Mr. Samuel Angelich, $22,700 paid during each fiscal
year under the Company's pension plan. The Company has no stock option
plans or other long term compensation arrangements.
5
<PAGE> 7
COMPENSATION OF DIRECTORS
Directors, except for directors who are employees of the Company, receive a
retainer of $6,000 per year. Directors who are also employees receive no
compensation in their capacity as directors.
John M. Carmack, a director of the Company, is a partner in the law firm of
Gill & Baldwin. Gill & Baldwin served as counsel to the Company and its
subsidiaries during the fiscal year ended September 30, 1995 and received
approximately $4,000 for legal services rendered.
PENSION PLAN
The Company had previously maintained a pension plan for the benefit of
employees not otherwise covered by collective bargaining agreements. Retirement
benefits under the Company's pension plan were based on a summation of a
percentage of each year's normal compensation, excluding bonus, during the
employee's entire career, minus a percentage of Social Security payments. The
plan was terminated on December 15, 1989. At September 30, 1995, the estimated
annual retirement benefit payable at age 65 was approximately $1,600 for Mr.
Mark Angelich and $8,400 for Mr. Miike based upon a straight life annuity
benefit form. Mr. Samuel Angelich is presently receiving benefits approximating
$22,700 per year.
CERTAIN TRANSACTIONS
On, April 2, 1996, Halau Corporation owed $3,322,669 to the Company under a
promissory note arising out of it's purchase of the buildings and underlying
land in which the Company's principal executive offices are located from a
subsidiary of the Company in August 1991. Halau Corporation is owned primarily
by the Mark S. Angelich Trust, the Valarie Thomas Trust and the Julie Slavinsky
Trust, three of the Company's principal shareholders, each of which own 28% of
Halau Corporation. Mark S. Angelich, a beneficial shareholder, is a director
nominee and serves as the Executive Vice-President of the Company. In addition,
Patrick T. Miike, who serves as Treasurer and Vice-President, Finance of the
Company owns 8% of Halau Corporation. The promissory note is payable over 30
years with quarterly principal and interest payments of $87,000 computed at 9.5%
per annum and is secured by a deed of trust on the property and a security
interest in the corporate assets of Halau Corporation. The Company and its
subsidiary continue to occupy the buildings located on the real property sold
pursuant to a short term lease under which the subsidiary pays quarterly rental
payments of $86,000 and any utility charges, property taxes, and other expenses
of maintaining and operating the property. The sale, which was approved by the
Company's shareholders at a Special Shareholders Meeting on September 20, 1991,
yielded a net gain to the Company of approximately $3,414,000, before state
income taxes of $193,000.
THE BOARD'S REPORT ON EXECUTIVE COMPENSATION
Compensation decisions of the Company's executives are made by the
three-member Board of Directors. Both Messrs. Samuel Angelich and Mark Angelich
are employee directors and principal shareholders of the Company. Set forth
below is a report submitted by Messrs. Samuel Angelich, Mark Angelich and John
Carmack as they affected the Company's executive officers, including the Named
Officers.
COMPENSATION POLICIES TOWARDS EXECUTIVE OFFICERS
The Board's executive compensation policies are designed to provide
competitive levels of compensation. Annual base salaries of the Company's
executives are intended to be consistent with similarly situated companies in
the construction industry. Executives, and officers of operating units other
then the executive officers, also are eligible to receive bonus compensation
based on their contribution to the Company's success. As a result of tying
executive compensation to corporate performance, in any particular year the
Company's executives may be paid more or less then the executives of the
Company's competitors, depending upon the Company's performance.
6
<PAGE> 8
The Company's bonus policies provide for discretionary incentive payments
based on subjective performance criteria including the overall profitability of
the Company as a whole or, for those officers in charge of an operating unit, as
to the officer's particular operating unit. Subjective performance criteria also
encompass evaluation of each officer's initiative and contribution to overall
corporate performance, managerial ability, and contribution to divisional
performance. The Board's emphasis on tying pay to annual performance criteria is
reflected in the compensation paid to the officers of the operating units for
1995: approximately 22 percent of the total amount paid these officers for 1995
arose from the annual bonus program. The Company's bonus policies do not apply
directly to those Named Officers who have employment agreements which specify
the level of bonus based on corporate performance measures.
The Company does not have any stock option, restricted stock awards or
similar plans in effect because the Board believes that the judicious use of
year-end cash bonus awards and salary increases is a satisfactory way to link
directly the long and short term financial interests of management with those of
the Company's shareholders.
CHIEF EXECUTIVE OFFICER 1995 COMPENSATION
The annual base salary paid to the Chief Executive Officer in 1995 is at a
level initially established in 1987 which was intended to be competitive with
base salaries paid other chief executive officers of corporations with similar
revenues and scope of operations at that time. In line with the compensation
philosophy of the Board discussed above, the base salary for the chief executive
has not increased since 1987; instead, additional performance-based compensation
was paid to the Chief Executive Officer in the form of bonuses. In determining
the bonus paid to the Chief Executive Officer in 1995, the Board gave
consideration to the Company's 1994 earnings before taxes, his overall
performance in guiding the business affairs of the Company, and his contribution
in enhancing the financial condition of the Company.
Board of Directors:
Samuel M. Angelich
Mark S. Angelich
John M. Carmack
BOARD INTERLOCKS AND INSIDER PARTICIPATION
Mr. Samuel Angelich, the Company's Chairman and Chief Executive Officer,
and Mr. Mark Angelich, Executive Vice President and Chief Operating Officer, are
members of the Board. During the past fiscal year, both officers deliberated on
executive compensation issues but did not participate in the approval of their
own compensation as an executive officer.
7
<PAGE> 9
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the quarterly percentage change
in the cumulative total shareholder return on the Company's common stock against
the cumulative total return of the Nasdaq Stock Market (U.S. Companies) index
and the Construction Special Trade Contractors - Nasdaq Peer Group stock index
for the five calendar years from December 31, 1990 to December 31, 1995. The
stock performance graph assumes $100 was invested on December 31, 1990.
<TABLE>
<CAPTION>
Construction/
Amelco Nasdaq Stock Special Trade
Measurement Period Corporation Market - US Contractors
------------------------------------------------------------------------
<S> <C> <C> <C>
12/31/90 $100 100 100
12/31/91 116 161 135
12/31/92 108 187 160
12/31/93 108 214 144
12/31/94 95 210 118
12/29/95 99 297 129
</TABLE>
8
<PAGE> 10
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick was the Company's independent public accountant for year
ended September 30, 1995 and has been the Company's independent auditor since
1984. A representative of KPMG is expected to attend the Annual Meeting and will
be available to make a statement, if desired, and to respond to appropriate
questions.
OTHER BUSINESS
The Board knows of no other business to be presented at the Annual Meeting.
If further matters do properly come before the meeting, the proxy holders will
vote proxies received by them thereon in accordance with their best judgment.
Matters incident to the conduct of the meeting may be voted upon pursuant to the
proxies.
PROPOSALS OF SHAREHOLDERS
Shareholders of the Company who intend to submit proposals to the Company's
shareholders at the next annual meeting of shareholders must submit such
proposals to the Company no later than December 5, 1996 in order to be included
in the proxy materials. Shareholder proposals should be submitted to the
President, Amelco Corporation, 19208 South Vermont Avenue, Gardena, California
90248.
COSTS OF PROXY SOLICITATION
The costs of soliciting the proxies for the Annual Meeting will be borne by
the Company. The Company may request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward proxies and proxy materials to
the beneficial owners of shares of Common Stock and to request authority for the
execution of proxies. In such cases, the Company may reimburse such banks,
brokerage houses, custodians, nominees and fiduciaries for their expenses in
connection therewith. Proxies may be solicited personally or by telephone,
telegram or mail by certain directors and officers and regular employees of the
Company without additional compensation for such services.
It is important that your shares be represented at the meeting, regardless
of the size of your holding. Therefore, you are urged to MARK, DATE, SIGN AND
RETURN YOUR PROXY PROMPTLY to make certain that your shares will be voted at the
meeting. If you attend the meeting you may withdraw the proxy and vote your
shares in person. For your convenience, a self-addressed envelope is enclosed,
requiring no postage if mailed in the United States.
By Order of the Board of Directors
John M. Carmack
Secretary
Los Angeles, California
April 2, 1996
9
<PAGE> 11
AMELCO CORPORATION
PROXY FOR ANNUAL SHAREHOLDERS' MEETING APRIL 30, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Samuel M. Angelich and John M. Carmack,
and each and either of them, with full power of substitution, as proxies to
represent the undersigned and to vote, as designated below, all the shares of
Common Stock of Amelco Corporation held on record by the undersigned on April
2, 1996 at the Annual Meeting of Shareholders to be held on Tuesday, April 30,
1996 at 10:00 A.M. at the office of Amelco Corporation, 19208 South Vermont
Avenue, Gardena, California, and at any adjournment thereof.
1. ELECTION OF DIRECTORS: / / FOR all nominees listed below,
except as marked to the contrary
/ / WITHHOLD AUTHORITY to vote
for all nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, draw a line through [or otherwise strike out] the nominee's
name below):
Samuel M. Angelich Mark S. Angelich John M. Carmack
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as name appears hereon. 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 the President or other
authorized officer. If a partnership, please sign in partnership name by
authorized partner.
Date: 1996
--------------------
(Please be sure to
date this proxy)
-----------------------------
Date: 1996
--------------------
-----------------------------
(Signature if held Jointly)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
