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:
( ) 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 Section 240.14a-11(c)
or Section 240.14a-12
AMERICAN CONSUMERS, INC.
(Name of Registrant as Specified In Its Charter)
PAUL R. COOK, EXECUTIVE VICE PRESIDENT
(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(i)(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:
N/A
(2) Aggregate number of securities to which transaction
applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
( ) 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>
AMERICAN CONSUMERS, INC.
P.O. BOX 2328
FORT 0GLETHORPE, GEORGIA 30742
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 12, 1996
TO THE SHAREHOLDERS OF
AMERICAN CONSUMERS, INC.:
The Annual Meeting of the Shareholders of American Consumers,
Inc. ("ACI" or the "Company"), will be held on Thursday, September
12, 1996, at 3:00 p.m. (E.D.T.) at ACI's General Office, 418A
Battlefield Parkway, Fort Oglethorpe, Georgia, for the following
purposes:
1) To receive reports of officers pertaining to the
operations of the Company during the fiscal year
ended June 1, 1996;
2) To elect a Board of Directors consisting of seven
(7) members;
3) To consider and act upon any other business that
may properly come before the meeting.
Only holders of record of ACI's Common Stock, $.10 par value,
at the close of business on August 12, 1996 are entitled to notice
of and to vote at the meeting or any adjournment thereof.
AMERICAN CONSUMERS, INC.
Michael A. Richardson
Chairman
Dated: August 22, 1996
PLEASE READ THE ATTACHED MATERIAL CAREFULLY, THEN COMPLETE,
DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO
THE COMPANY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR
SHARES OF COMMON STOCK WILL BE REPRESENTED AT THE MEETING. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES
IN PERSON, SHOULD YOU SO DESIRE.
<PAGE>
AMERICAN CONSUMERS, INC.
P.O. BOX 2328
FORT OGLETHORPE, GEORGIA 30742
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 12, 1996
INFORMATION ABOUT PROXY
The enclosed proxy is solicited by American Consumers, Inc.
("ACI" or the "Company"), for use at the Annual Meeting of
Shareholders to be held at ACI's General Office, 418A Battlefield
Parkway, Fort Oglethorpe, Georgia, on Thursday, September 12, 1996
and at any adjournment or adjournments thereof (the "Annual
Meeting"). The proxy agents named in the enclosed proxy have been
selected by the Board of Directors. The expense of solicitation of
proxies will be borne by ACI. The proxy and this proxy statement
are being mailed to shareholders on or about August 22, 1996.
Shares represented at the meeting by properly executed proxies
will be voted in accordance with the instructions indicated in the
proxies unless such proxies have previously been revoked. If no
instructions are indicated, such shares will be voted (i) for the
election of the Board of Directors' seven (7) nominees for director
as set forth in this proxy statement and (ii) in the best judgment
of the proxy agents, for such other matters as properly come before
the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked
at any time by the shareholder giving it, insofar as it has not
been exercised, by delivering to the Secretary of the Company a
written notice of revocation bearing a later date than the proxy,
by submission of a later-dated, properly executed proxy, or by
revoking the proxy in person and voting at the Annual Meeting. Any
shareholder who attends the Annual Meeting may personally announce
his intention to vote the shares standing in his name as record
holder and vote such shares thereby, and for purposes of such vote,
suspend any proxy (other than an irrevocable proxy) theretofore
given by him. Any written notice revoking a proxy should be sent
to American Consumers, Inc., P.O. Box 2328, Fort Oglethorpe,
Georgia 30742, Attention: Reba S. Southern, Secretary.
PROPOSALS OF SECURITY HOLDERS FOR 1997 ANNUAL MEETING
In accordance with current rules of the Securities and
Exchange Commission, any shareholder wishing to submit a proposal
for inclusion in the Company's Proxy Materials must submit the
proposal to ACI at its General Office, 418A Battlefield Parkway,
Fort Oglethorpe, Georgia 30742, at least one hundred twenty (120)
days in advance of the date corresponding with the date of the
prior year's proxy statement. To submit proposals for inclusion in
the Company's Proxy Materials for the Annual Meeting of
Shareholders in 1997, shareholder proposals must be received by the
Company not later than April 24, 1997.
RECORD DATE, VOTE REQUIRED AND RELATED MATTERS
Holders of record of ACI's Common Stock, $.10 par value (the
"Common Stock"), at the close of business on August 12, 1996, will
be entitled to notice of and to vote at the Annual Meeting. The
number of shares of outstanding Common Stock entitled to vote as of
August 12, 1996, was 924,653 shares having one vote each on all
matters properly brought before the meeting, exercisable in person
or by properly executed proxy. Cumulative voting is not permitted.
A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum. If a quorum is
present, the affirmative vote of a plurality of the shares
represented at the meeting and entitled to vote shall be the vote
necessary to elect a director. Shares represented by proxies that
reflect abstentions or represent "broker non-votes" (indications by
brokers that they do not have discretionary authority to vote on a
particular matter with respect to such shares) will be treated as
shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions and broker non-
votes, 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." Accordingly, abstentions and broker
non-votes will have no effect on the outcome of the election of
directors at the Annual Meeting, assuming the presence of a quorum.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as to each
person known to ACI to be the beneficial owner of more than five
percent (5 %) of its outstanding Common Stock and the amount and
nature of such beneficial ownership by all directors and officers
of ACI as a group, as of August 12, 1996.
<TABLE>
<S> <C> <C> <C>
Amount and Nature Percent
Name and Address of of Beneficial of
Title of Class Beneficial Owner Ownership (1) (2) Class
Common Stock ZBR, Inc. (2) 484,000 52.34%
$.10 par value P.O. Box 2328
Fort Oglethorpe, GA 30742
Common Stock Michael A. Richardson (3) 499,067 (4) (5) (6) 53.97%
$.10 par value P.O. Box 1230
LaFayette, GA 30728
Common Stock Beatrice H. Richardson (3) 488,010 (4) 52.78%
$.10 par value 89 Donna Lee Drive
Fort Oglethorpe, GA 30742
Common Stock Diana K. Richardson (3) 488,675 (4) (6) 52.85%
$.10 par value P.O. Box 1230
LaFayette, GA 30728
Common Stock All Directors & Officers 528,141 57.12%
$.10 par value as a group (9 persons)
Fort Oglethorpe, GA 30742
</TABLE>
(1) A person is deemed to be the "beneficial owner" of a security
if that person has or shares "voting power," which includes the
power to vote or direct the voting of such security, or
"investment power," which includes the power to dispose of or to
direct the disposition of such security, or if, under certain
circumstances, a person has the right to acquire either voting
power or investment power over such security through the exercise
of an option or other contractual right. More than one person may
be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to
which he has no personal economic interest or which he may not
vote. Except as otherwise noted, all shares included in the table
are owned by the persons specified with sole voting and sole
investment power.
(2) ZBR is a closely held corporation whose officers and
directors are Michael A. Richardson, Beatrice H. Richardson, and
Diana K. Richardson. ZBR owns 484,000 shares of Common Stock.
(3) Diana K. Richardson is the wife of Michael A. Richardson.
Beatrice H. Richardson is the mother of Michael A. Richardson.
Thomas L. Richardson, a director of ACI, is the uncle of Michael
A. Richardson.
(4) This includes 484,000 shares owned by ZBR as to which (s)he
exercises shared voting and investment power. See note (2).
(5) This includes 10,612 shares held by children of Michael A.
Richardson, as to which he exercises shared voting and investment
power.
(6) This includes 4,455 shares jointly owned by Michael A.
Richardson and Diana K. Richardson as to which they exercise
shared voting and investment power.
2
<PAGE>
ELECTION OF DIRECTORS
Under ACI's By-Laws, not less than three (3) nor more than
twenty-five (25) directors may be elected at the Annual Meeting.
The Company's management recommends that the number of directors
which shall constitute the Board of Directors be fixed at seven
(7) for the ensuing fiscal year and that the seven (7) nominees
listed below be elected to serve for a term of one year or until
their successors have been duly elected and qualified. If any of
the nominees should become unavailable, the discretionary
authority provided in the proxy will be exercised to vote for a
substitute. The management has no reason to believe that any of
the nominees will become unavailable to serve. In any event, the
enclosed proxy cannot be voted for a greater number of persons
than the number of directors set by the shareholders.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The information set forth below, in regard to the principal
occupation or employment of each nominee during the past five (5)
years and in regard to the beneficial ownership of securities of
each nominee, has been furnished to the Company by the respective
nominees.
<TABLE>
<CAPTION>
Name and Position with ACI Age Principal Occupation or Director Since Shares Beneficially Percent of Class
Employment Owned As Of
August 12, 1996 (1)
<S> <C> <C> <C> <C> <C>
Michael A. Richardson (3) 50 Chairman of ACI effective 1973 499,067(2)(4)(5)(6) 53.97%
Chairman of the Board April 4, 1991;
President President of ACI since
Chief Executive Officer January, 1987.
Executive Committee
Paul R. Cook 46 Executive Vice President/ 1991 1,375 *
Executive Vice President Treasurer since April 1991
Treasurer Secretary/Treasurer from
Executive Committee April 1987 to April 1991.
Director of Capital Bank,
Fort Oglethorpe, GA
since May 1993.
Virgil E. Bishop 57 Vice President of ACI 1987 490 *
Vice President since 1969.
Executive Committee
John P. Price 75 Retired Pharmacist since 1968 4,400 *
Audit Committee April, 1986; Pharmacist with
Compensation Committee Price Pharmacy prior to
April, 1986.
Thomas L. Richardson (3) 66 Chairman and Former CEO of 1970 5,837 *
Audit Committee Learning Labs, Inc. (distributor
Compensation Committee of educational equipment) since
1967 (Retired).
Jerome P. Sims, Sr. 71 Physician; 1968 16,973 *
Audit Committee Director of Bankers First
Compensation Committee formerly Southeast Federal
Savings, Rossville, GA
Herbert S. Willbanks 76 Retired Businessman since 1985; 1976 None *
Audit Committee Owner and operator of Willbanks
Compensation Committee Paint Center prior
to 1985.
</TABLE>
Footnote references (1-6) are explained in the "Principal Shareholders"
section.
*Less than 1% of total common shares outstanding.
3
<PAGE>
DIRECTORS' FEES AND ATTENDANCE
The Board held four meetings in the fiscal year ended June 1,
1996. ACI has an Audit Committee which recommends, for approval
by the Board of Directors, a firm of independent certified public
accountants to serve as auditors for ACI, makes recommendations to
the Board of Directors with respect to the scope of the annual
audit, approves the services which the auditors render to ACI
(without impairing the auditors' independence), and may undertake
investigations of any matter of a financial nature and make
recommendations to the Board of Directors with respect thereto.
Present members of the Audit Committee are John P. Price, Thomas
L. Richardson, Herbert S. Willbanks and Jerome P. Sims. This
committee met once in the fiscal year ended June 1, 1996.
The Board of Directors has appointed a Compensation Committee
for the current fiscal year. The Compensation Committee will
annually review the compensation of the Company's executive
officers and may recommend changes in such compensation to the
Board for approval. These functions were performed by the Audit
Committee prior to the creation of the Compensation Committee for
the current fiscal year. Present members of the Compensation
Committee are John P. Price, Thomas L. Richardson, Herbert S.
Willbanks and Jerome P. Sims. As the Compensation Committee has
just been elected during the current fiscal year, it did not hold
any meetings during the fiscal year ended June 1, 1996. Mr. Sims
missed two Board meetings and one committee meeting during the
fiscal year ended June 1, 1996. Otherwise, no director attended
fewer than 75 % of the aggregate of the total number of meetings
of the Board of Directors and the total number of meetings of any
committee on which he served.
The Board of Directors does not have a nominating committee.
All of the Company's Directors are compensated for their
services as Directors at the rate of $300 per month.
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
<S> <C> <C> <C> <C>
Other
Name of Individual and Capacity Annual
in which Such Individual Year Salary Bonus (1) Compensation (2)
Michael A. Richardson 1996 $80,462 $26,641 $4,578
President and 1995 79,798 19,942 4,718
Chief Executive Officer 1994 76,500 25,893 4,315
</TABLE>
(1) The Company has a policy of awarding discretionary cash
bonuses to selected officers of the Company based on the results of
operations. The amounts of such bonuses are determined by the
Board of Directors. Individuals receiving such bonuses do not
participate in the determination of the amount, if any, to be
awarded.
(2) The amount shown includes the personal use of company vehicles
which are provided to certain officers and a 15 % discount on
groceries purchased from ACI, provided to all officers, but does
not include directors' fees of $300 per month.
The Company does not provide any compensation to its executive
officers pursuant to any long-term incentive plan. Other than Mr.
Richardson, no executive officer of the Company received aggregate
compensation in excess of $100,000 for the periods set forth in the
table.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
No member of the Compensation Committee: (i) was an officer or
employee of the Company; (ii) was formerly an officer of the
Company; or (iii) had a direct or indirect material interest in any
transaction in which the amount
4
<PAGE>
involved exceeded $60,000 to which the Company is, or during the
last fiscal year was, a party. Thomas L. Richardson, a member of
the Compensation Committee, is the uncle of Michael A. Richardson.
REPORT OF THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS
OF AMERICAN CONSUMERS, INC.
The Compensation Committee of the Board of Directors, composed of
Messrs. John P. Price, Thomas L. Richardson, Herbert S. Willbanks
and Jerome P. Sims administers the Company's bonus plan, annually
reviews and recommends compensation for all officers of the Company
and submits its recommendations to the Board. As part of its
process of review, the Committee receives recommendations from the
Company's senior management, including Mr. Richardson. The
Committee has one regular meeting each year immediately preceding
the Company's Annual Meeting of Shareholders to consider
compensation, and meets on an as needed basis at other times during
the year. The following is a report submitted by the Committee
addressing the Company's compensation policies applicable to
Michael A. Richardson, the Company's Chief Executive Officer, and
its most highly compensated executive officers. No other executive
officer of the Company earns in excess of $100,000 in aggregate
annual compensation. Accordingly, no officer other than Michael A.
Richardson is named in the preceding table.
COMPENSATION POLICIES APPLICABLE TO EXECUTIVE OFFICERS DURING
FISCAL 1996
The Company's Compensation Policies have been designed to attract
and retain experienced and highly competent individuals and to
provide adequate incentives to such individuals to contribute to
the success and implementation of the Company's business
strategies, while enhancing long-term shareholder value.
Accordingly, compensation of the Company's executive officers and
Chief Executive Officer consists of a base salary and benefits
thought to be competitive within the retail grocery business as
well as the opportunity to participate in an annual bonus
explicitly related to Company performance. It is believed that the
overall levels of compensation and benefits paid and provided to
the Company's executive officers, including the Company's Chief
Executive Officer, are competitive within the industry.
Compensation of each of the Company's senior executives consists of
two principal elements:
* BASE SALARY
Each executive officer is paid a base salary. The base
compensation of Michael A. Richardson was increased from $79,798 to
$80,462 during the past fiscal year. The base compensation of all
other executive officers was increased approximately 3.7% during
the past fiscal year.
* BONUS
During 1996, the Company's executive officers were eligible to
receive a discretionary cash bonus, pursuant to the Company's Bonus
Plan ("Bonus Plan"). Under the Bonus Plan, a cash bonus may be
established as a fixed percentage of the Company's pre-tax income
for the year then ended. The size of the bonus therefore depends
on the percentage established by the Company's Compensation
Committee and upon the level of net income before tax achieved by
the Company.
The bonus percentage established by the Committee was 6% of the
Company's net pretax income for the Chief Executive Officer.
Accordingly, because the Company's net income before tax was higher
this year than last, the bonuses awarded to the Company's executive
officers were higher by approximately $23,642.
* CEO COMPENSATION
As indicated above, compensation of the Company's executive
officers is designed to be at a level which is competitive within
the industry. The base salary is not directly or explicitly
related to Company performance.
5
<PAGE>
A significant element of Mr. Richardson's compensation in 1995 was
the bonus to him granted under the Bonus Plan. As noted above, the
amount of such bonus to Mr. Richardson depends upon enhancement of
overall shareholder values reflected by increases in the Company's
earnings.
Mr. Richardson's bonus for 1996 was higher, compared to 1995,
reflecting higher net earnings before taxes during the period. The
Committee believes that the grant of such bonuses, disclosed in
greater detail in the preceding table, serves as a reward to Mr.
Richardson for improvement of the Company's earnings and,
indirectly, enhancement of shareholder values.
COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in
the Proxy Statement, the Securities and Exchange Commission
requires a five-year comparison of stock performance with a broad
market equity index and with a peer group of companies. The
Company's Common Stock is not actively traded, and accordingly, the
stock prices assumed for the presentation in the accompanying graph
are based on a small number of isolated trades.
The peer group set forth in the graph represents all publicly
traded companies appearing in the Value Line Retail Grocery Store
industry group and, generally, represent companies that are
significantly larger than ACI. The results of individual companies
within the peer group have been weighted based on beginning of
period market capitalization relative to the overall peer group.
(Cumulative Total Return Graph appears here; plot points are as follows):
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
American Consumers, Inc. $100.00 $110.34 $110.34 $116.22 $169.94 $176.80
S&P 500(R) 100.00 109.85 122.61 127.83 153.64 197.33
Peer Group 100.00 89.23 108.56 109.07 126.24 180.95
</TABLE>
ASSUMES INITIAL INVESTMENT OF $100
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION
6
<PAGE>
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended
June 1, 1996, including financial statements for the fiscal year
and comparable periods, including the notes thereto, accompanies
this Proxy Statement.
CERTAIN TRANSACTIONS
During the fiscal year ended June 1, 1996, the Company
borrowed an additional $15,000 and repaid $12,000 of the
outstanding principal balance on an unsecured note payable to
Beatrice Richardson, mother of Michael A. Richardson. The
principal balance remaining on such note as of the end of the 1996
fiscal year, following such additional borrowing and repayment, is
$201,000 and the interest rate on the borrowing at any given time
is set at .25% less than the then-current base rate charged the
Company by its principal lender.
OTHER MATTERS
Upon recommendation of the Audit Committee (composed of
Messrs. Sims, Willbanks, Price and Thomas L. Richardson), the
Board of Directors has selected the firm of Hazlett, Lewis and
Bieter as independent certified public accountants to examine and
report upon the financial statements of the Company for the fiscal
year ending in 1997. Such selection is subject to the negotiation
of a reasonable fee for services to be rendered by the firm. A
representative of Hazlett, Lewis and Bieter is expected to be
present at the Annual Meeting to be available to respond to
appropriate questions and will have an opportunity to make a
statement if he so desires.
Reports of officers will be received by the Company's
shareholders at the Annual Meeting; such receipt will not
constitute approval of the matters referred to in such reports.
The management knows of no matters to be presented for action
at the Annual Meeting other than fixing the number of directors at
seven (7) and the election of directors for the ensuing fiscal
year. If other matters should come before the meeting, the
enclosed proxy confers upon the persons named therein discretionary
authority to vote such proxies in respect to any such other matters
in accordance with their best judgment.
Dated: August 22, 1996
7
<PAGE>
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APPENDIX
*************************************************************************
AMERICAN CONSUMERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
September 12, 1996
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Michael A. Richardson and Paul R. Cook, and each of them, with full
power to act alone in the absence of the other, are hereby authorized to
vote the shares of the undersigned in American Consumers, Inc. ("ACI" or
the "Company") at its Annual Meeting of Shareholders to be held Thursday,
September 12, 1996, or at any adjournment or adjournments thereof (the
"Annual Meeting"), upon the matters set forth below in the manner
indicated and at the discretion of the persons named above on any other
matter or matters which may properly come before said meeting or any
adjournment or adjournments thereof and require the vote of shareholders:
1. ELECTION OF DIRECTORS
WITH ( ) WITHOUT ( ) authority to fix the number of
directors for the ensuing fiscal year at seven (7) and to vote for
the election of the entire group of persons nominated for election
to the Board of Directors (except as indicated below), consisting of
John P. Price; Michael A. Richardson; Thomas L. Richardson; Paul R.
Cook; Jerome P. Sims, Sr.; Herbert S. Willbanks; Virgil E. Bishop;
or for such substitute nominee or nominees named by the Board of
Directors at the Annual Meeting if any of the foregoing nominees is
unable to serve or will not serve.
(You may withhold authority to vote for any nominee listed above by
entering his name in the space below.)
__________________________________________________________________
__________________________________________________________________
If this proxy is executed and returned, it will be voted in accordance
with your instructions indicated above unless revoked. IN THE ABSENCE OF
SUCH INDICATION, THIS PROXY WILL BE VOTED AFFIRMATIVELY FOR EACH OF THE
LISTED NOMINEES.
The proxy may be revoked by you at any time before it is voted, and
will in no way interfere with your right to vote in person if you attend
the meeting.
IF ANY OF THE FOREGOING NAMED NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS IS UNABLE TO SERVE OR WILL NOT SERVE, THIS PROXY CONFERS
DISCRETIONARY AUTHORITY TO VOTE AT THE ANNUAL MEETING FOR SUBSTITUTE
NOMINEES SELECTED BY THE BOARD OF DIRECTORS.
This proxy should be dated, signed by the shareholder, and returned
promptly in the enclosed envelope. Persons signing in a fiduciary
capacity should so indicate.
DATED ___________________, 1996
_______________________________
_______________________________
Signature of Shareholder
