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
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 Rule 14a-11(c) or Rule 14a-12
American List Corporation
(Name of Registrant as Specified in Its Charter)
American List Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 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:
----------------------------------------------------------------------
(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 0-11:1
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing of 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:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
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AMERICAN LIST CORPORATION
330 Old Country Road
Mineola, New York 11501
(516) 248-6100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 5, 1996
To the Shareholders of
American List Corporation
Notice is hereby given that the Annual Meeting of the Shareholders of
American List Corporation will be held on August 5, 1996 at 10:00 a.m. local
time at the offices of the Company, 330 Old Country Road, Mineola, New York
11501. The meeting is called for the following purpose:
1. To elect a board of five directors;
2. To approve an amendment to the Company's Certificate of
Incorporation in order to increase the number of authorized
shares of Common Stock from 10,000,000 shares to 20,000,000
shares;
3. To approve the appointment of Grant Thornton as the
independent auditors of the Company; and
4. To consider and take action upon such other matters as may
properly come before the meeting or any adjournment or
adjournments thereof.
The close of business on June 26, 1996 has been fixed as the record
date for the determination of Shareholders entitled to notice of, and to vote
at, the meeting. The stock transfer books of the Company will not be closed.
All Shareholders are cordially invited to attend the meeting. Whether
or not you expect to attend, you are respectfully requested by the Board of
Directors to sign, date and return the enclosed proxy promptly. Shareholders who
execute proxies retain the right to revoke them at any time prior to the voting
thereof. A return envelope which requires no postage if mailed in the United
States is enclosed for your convenience.
By Order of the Board of Directors,
Martin Lerner,
Chairman
Dated: June 28, 1996
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AMERICAN LIST CORPORATION
330 Old Country Road
Mineola, New York 11501
(516) 248-6100
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of American List Corporation (the
"Company") for the Annual Meeting of Shareholders to be held at the offices of
the Company, 330 Old Country Road, Mineola, New York 11501 on August 5, 1996, at
10:00 a.m. and for any adjournment or adjournments thereof, for the purpose set
forth in the accompanying Notice of Special Meeting of Shareholders. Any
Shareholder giving such a proxy has the power to revoke it at any time before it
is voted. Written notice of such revocation should be forwarded directly to the
Secretary of the Company, at the above stated address. Attendance at the meeting
will not have the effect of revoking the proxy unless such written notice is
given.
If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the directions thereon and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which no direction is specified will be voted in favor of the
actions described in this Proxy Statement and for the election of the nominees
set forth under the caption "Election of Directors."
The approximate date on which this Proxy Statement and the accompanying
form of proxy will first be mailed or given to the Company's Shareholders is
June 28, 1996.
Your vote is important. Accordingly, you are urged to sign and return
the accompanying proxy card whether or not you plan to attend the meeting. If
you do attend, you may vote by ballot at the meeting, thereby cancelling any
proxy previously given.
VOTING SECURITIES
Only holders of shares of common stock, par value $.01 per share (the
"Shares"), of record as at the close of business on June 26, 1995, are entitled
to vote at the meeting. On the record date there were issued and outstanding
4,542,403 Shares. Each outstanding Share is entitled to one vote upon all
matters to be acted upon at the meeting. A majority in interest of the
outstanding Shares represented at the meeting in person or by proxy shall
constitute a quorum. The affirmative vote of a majority of the Shares so
represented, excluding broker non-votes, is necessary to approve and ratify the
amendment to the Certificate of Incorporation. If a Shareholder, present in
person or by proxy, abstains on any matter, the shareholder's Shares will not be
voted on such matter. Thus, an abstention from voting on any matter has the same
legal effect as a vote "against" the matter, even though the Shareholder may
interpret such action
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differently. Except for determining the presence or absence of a quorum for the
transaction of business, broker non-votes are not counted for any purpose in
determining whether a matter has been approved.
PRINCIPAL SHAREHOLDERS
Set forth below is information concerning stock ownership of all
persons known by the Company to own beneficially 5% or more of the Shares, each
executive officer named under "Executive Compensation," each director and all
directors and executive officers of the Company as a group based upon the number
of outstanding Shares as of June 26, 1996. For the purposes of this Proxy
Statement, beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission and generally means the power to vote or to
dispose of the securities regardless of any economic interest therein.
Percent of
Outstanding
Shares
Name and Address Shares of Common Stock Beneficially
of Beneficial Owner Beneficially Owned Owned (1)
- --------------------------------------------------------------------------------
D. H. Blair Investment 711,021(2) 15.65%
Banking Corp.
44 Wall Street
New York, NY 10005
Martin Lerner 227,089(3) 4.94%
330 Old Country Road
Mineola, NY 11501
J. Morton Davis 711,021(2) 15.65%
44 Wall Street
New York, NY 10005
Jan Stumacher 44,422(4) *
Kenton Wood -- --
Ben Ermini -- --
Philip Lubitz 610 *
Fidelity Investment 498,480 10.97%
82 Devonshire Street
Boston, MA 02109
All directors and 993,142(3)(4) 21.48%
executive officers
as a group
(four persons)
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* Less than 1%
(1) Based upon 4,542,403 Shares outstanding. Except as otherwise set forth
below, the named owner has the sole voting power and investment power
of the Shares set forth.
(2) Consists of Shares owned by D. H. Blair Investment Banking Corp. of
which J. Morton Davis, a director of the Company, is Chairman, Chief
Executive Officer and sole shareholder.
(3) Includes 3,564 Shares held by his wife, as to which Mr. Lerner
disclaims beneficial interest and immediately exercisable options to
purchase 50,000 shares.
(4) Includes immediately exercisable options to purchase 31,500 shares of
Common Stock, 1,072 Shares held by his wife, and 6,000 Shares held in
custodial accounts for the benefit of their three children. Does not
include 75,000 shares issuable upon exercise of options granted to Mr.
Stumacher which are not exercisable in the next 60 days.
ELECTION OF DIRECTORS
At the meeting, five directors will be elected by the Shareholders to
serve until the next Annual Meeting of Shareholders or until their successors
are elected and shall qualify. It is intended that the accompanying proxy will
be voted for the election, as directors, of the five persons named below, unless
the proxy contains contrary instructions. The Company has no reason to believe
that any of the nominees will not be a candidate or will be unable to serve.
However, in the event that any of the nominees should become unable or unwilling
to serve as a director, the persons named in the proxy have advised that they
will vote for the election of such person or persons as shall be designated by
the Management.
The following sets forth the names and ages of the five nominees for
election to the Board of Directors, their respective principal occupations or
employments during the past five years and the period during which each has
served as a director of the Company.
MARTIN LERNER (63) has been Chairman of the Board of Directors,
President and Treasurer of the Company since 1965. Mr. Lerner also serves on the
Board of Directors of the National Center for Missing and Exploited Children.
J. MORTON DAVIS (67) has been Chairman of D.H. Blair Investment Banking
Corp., a member of the New York Stock Exchange, or its predecessor entity for
more than the last five years. He has been a Director of the Company since 1983.
KENTON WOOD (49) has been Chairman or President of D.H. Blair & Co.,
Inc., a member of the New York Stock Exchange for more than the last five years.
He has been a Director of the Company since 1991.
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BEN ERMINI (60) has been Director of Case Management of the National
Center for Missing and Exploited Children for more than the last five years. He
has been a Director of the Company since 1992.
PHILIP LUBITZ (63) has been President of the Dover Group, an employee
benefits consulting firm, for more than the last five years. He has been a
Director of the Company since 1992.
There was one meeting of the Board of Directors of the Company during
the fiscal year ending February 29, 1996 and action was taken by consent six
times. The Company has a Stock Option Committee of the Board of Directors
currently comprised of Messrs. Lerner and Stumacher which administers the
Company's 1992 Stock Option Plan. The Stock Option Committee took action by
consent four times during this past fiscal year. The Company has an Audit
Committee currently comprised of Messrs. Ermini and Lubitz to review the
adequacy of the Company's internal controls and other financial reporting
matters. The Company has no nominating committee of the Board of Directors.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to the Chief Executive Officer and
to executive officers whose annual compensation exceeded $100,000 for the fiscal
year ended February 28, 1996 (collectively, the "named executive officers") for
services during the fiscal years ended February 28 or 29, 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term
Name and ANNUAL COMPENSATION COMPENSATION All Other
Principal Position Year Salary Bonus Options (#) Compensation
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Martin Lerner 1996 $218,187 $731,813 -- $24,372
President and 1995 212,881 737,119 50,000 24,250
Chief Executive 1994 207,470 727,576 -- 30,000
Officer
Jan Stumacher 1996 425,000 162,740 -- 24,372
Vice President 1995 425,000 181,654 90,000 24,250
1994 82,981 503,616 8,250 30,000
</TABLE>
(1) Includes amounts paid pursuant to pension and profit sharing plans. The
pension plan contributions by the Company are credited to the account
of each employee and are based upon a percentage of salary.
Contributions for the profit sharing plan are determined each year by
the Board of Directors and are allocated proportionately by salaries to
each employee's account.
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The following table sets forth certain information with respect to
individual grants of stock options made during the fiscal year ended February
29, 1996 to each of the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
INDIVIDUAL GRANTS FOR OPTION TERM(1)
----------------- ------------------
% of
Total Options
Granted to Exercise
Options Employees or Base Expiration
Name Granted (#) in Fiscal Year Price ($/Sh) Date 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Martin Lerner 50,000 87% $21.00 04/10/05 $52,500 $105,000
Jan Stumacher -- -- -- -- -- --
</TABLE>
(1) Amounts for the named executive officers shown under the "Potential
Realizable Value" columns above have been calculated by multiplying the
exercise price by the annual appreciation rate shown (compounded for
the term of the options), subtracting the exercise price per share and
multiplying the gain per share by the number of shares covered by the
options.
The following table sets forth certain information with respect to the
number and value of unexercised options held by the named executive officers as
of February 29, 1996:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized($) Unexercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Martin Lerner -- -- 50,000/0 $625,000/$ ---
Jan Stumacher -- -- 31,500/75,000 $609,625/$1,162,500
</TABLE>
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STOCK PRICE PERFORMANCE PRESENTATION
The following chart compares the cumulative total shareholder return on
the Company's Shares with the cumulative total shareholder return of (i) the
American Stock Exchange Index and (ii) a peer group index consisting of
companies reporting under the Standard Industrial Classification Code 7331
(Direct Mail Advertising Services). The comparisons in this table are not
intended to forecast or be inductive of possible future performance of the
Company's Common Stock.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG AMERICAN LIST CORPORATION ("ALC")
AMERICAN STOCK EXCHANGE INDEX AND PEER GROUP INDEX (1)
PLACE CHART HERE
- ----------------
(1) Assumes $100 invested March 1, 1990 on and assumes dividends
reinvested. Measurement points are at the last trading day of the
fiscal years ended February 28 or 29, 1991, 1992, 1993, 1994, 1995 or
1996. The material in this chart is not soliciting material, is not
deemed filed with the Securities and Exchange Commission and is not
incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, whether made before or after the
date of this Proxy Statement and irrespective of any general
incorporation language in such filing.
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EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
On August 15, 1983, Martin Lerner entered into an employment agreement
(the "Lerner Agreement") with the Company to serve as President of the Company
for a base annual salary of $218,187 (as adjusted for changes in the Cost of
Living index) plus, for each fiscal year during which the Company has pre-tax
net income of at least $1,943,082 (adjusted, commencing in fiscal 1987, for
changes in the Cost of Living Index), an incentive bonus equal to 5% of the
pre-tax net income of the Company provided pre-tax net income is at least
$1,943,082 7 1/2% of the next $200,000 of pre-tax net income and 10% of any
pre-tax net income in excess thereof (in each case subject to the cost of living
adjustment referred to above). In addition, commencing August 15, 1986, the
Lerner Agreement provides for an annual cost of living increase, based on the
increase in the Cost of Living Index as of July of each employment year over the
Cost of Living Index for the month of July, 1985. The initial term of the Lerner
Agreement was for eight years expiring on August 14, 1991. The Lerner Agreement
is currently subject to automatic renewal from year to year unless either the
Company or Mr. Lerner gives six months written notice of termination which shall
become effective as of August 15 in any year.
On April 10, 1995, the Lerner Agreement was amended to provide that the
maximum annual payable to Mr. Lerner for any employment year would be $950,000.
In addition, Mr. Lerner was granted 10-year options to purchase 50,000 shares of
Common Stock at an exercise price of $21 per share.
In July 1994, Jan Stumacher entered into an employment agreement (the
"Stumacher Agreement") with American Student List Company, Inc. ("ASL"), the
Company's wholly-owned subsidiary, to serve as Executive Vice President of ASL
for a base annual salary of $425,000 per annum retroactive to the fiscal year
ended February 28, 1995. The Stumacher Agreement also provides for an incentive
bonus equal to eight (8%) percent of any annual increase in the pre-bonus
operating income (as defined) of the Company over the preceding year. In the
event the pre-bonus operating income of the Company decreases for any given
fiscal year, the amount used as the preceding year's pre-bonus operating income
in the calculation of the ensuing years bonus will be the highest pre-bonus
operating income determined in any previous year. Pursuant to the Stumacher
Agreement, the Company granted Mr. Stumacher options to purchase 90,000 shares
at an exercise price of $18.00 per share.
The initial term of the Stumacher Agreement expires on February 28,
2001 after which time it is renewable at Mr. Stumacher's option for up to three
additional one-year periods; provided, however, that the Company is not
obligated to renew if the Company's pre-bonus operating income for the fiscal
year's ending February 28, 2002 or 2003, respectively, is less than that of the
fiscal year ending February 28, 2001. The Stumacher Agreement contains
confidentiality provisions and a two-year post termination non-competition
provision.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. Such executive officers, directors, and
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greater than 10% beneficial owners are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms filed by such reporting persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and greater than 10% beneficial owners were complied with.
BOARD REPORT ON EXECUTIVE COMPENSATION1
The Board of Directors' informal executive compensation philosophy
(which applies generally to all Company management, including the President and
Chief Executive Officer, Martin Lerner) considers a number of factors, which may
include providing levels of compensation competitive with companies at a
comparable stage of development and in the Company's geographic area,
integrating management's pay with the achievement of performance goals,
rewarding above average corporate performance, recognizing and providing
incentive for individual initiative and achievement, and assisting the Company
in attracting and retaining qualified management. Senior management's
compensation is weighted more in part toward compensation contingent upon the
Company achieving certain business and financial objectives. The Board of
Directors also endorses the position that equity ownership by management is
beneficial in aligning management's and shareholder's interest in the
enhancement of shareholder value by providing management with longer-term
incentives. Accordingly, compensation structures for management generally
include a combination of salary, bonuses and stock options.
The compensation received during the year ended December 31, 1995 by
Mr. Lerner was governed by an employment agreement entered into by the Company
and Mr. Lerner in August 1983 and amended in April 1995.
The Board of Directors does not have a compensation committee.
Compensation levels are determined by Mr. Lerner after consultation with the
heads of various operational departments and the other members of the Board of
Directors.
- --------
1 The material in this report is not soliciting material, is not deemed
filed with the Securities and Exchange Commission and is not incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date of this proxy statement and irrespective of any general
incorporation language in such filing.
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PROPOSAL - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Board of Directors has unanimously adopted a resolution to amend
the Company's Certificate of Incorporation to increase the authorized number of
shares of Common Stock from 10,000,000 to 20,000,000. The Company believes this
amendment will increase the flexibility of the Company to raise additional
equity capital, if necessary, or to pursue potential acquisitions, and enable
the Company to declare stock distributions. The Board of Directors would be
empowered to issue additional shares as it determines without further action by
the shareholders. The Board of Directors does not have any current plans to
issue any shares in any public or private offering, for an acquisition or
otherwise. As of June 26, 1996, there were 4,542,403 shares outstanding,
including 110,000 treasury shares, and 187,005 shares reserved for issuance upon
exercise of outstanding options and warrants.
If this proposal is approved, Article FOURTH of the Company's
Certificate of Incorporation would be replaced in its entirety by the following:
FOURTH: The Corporation shall be authorized to issue Twenty
Million (20,000,000) shares of common stock, each share having a
par value of $.01.
The Board of Directors is not aware of any attempt to gain control of
the Company nor is it recommending this amendment to increase the number of
authorized shares of Common Stock in response to any specific effort to obtain
control of the Company. The proposed amendment to increase the number of
authorized shares of Common Stock is not designed as nor intended to be an
anti-takeover measure; however, the authorized but unissued shares of Common
Stock could be used by incumbent management to make a change in control of the
Company more difficult and time-consuming. Under certain circumstances, such
unissued shares could be used to create obstacles or to frustrate persons
seeking to effect a takeover or otherwise gain control of the Company with a
view to instituting a merger, sale of all or part of the Company's assets, or
other similar transaction which may not be in the best interest of the
shareholders.
It is expected that the proposed amendment, if approved by the
shareholders, will be made effective on or about August 7, 1996 by the filing
and recording of an appropriate Certificate of Amendment as required under
Delaware law.
The affirmative vote of the holders of a majority of the Shares
outstanding and entitled to vote thereon is required to adopt this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
APPOINTMENT OF INDEPENDENT AUDITORS
The Management of the Company recommends the appointment of Grant
Thornton, Certified Public Accountants, as the Company's independent auditors.
Grant Thornton has been the Company's auditors for the past fiscal year and has
no direct or indirect financial interest in the Company. A representative of
Grant Thornton is expected to be present at the Annual Meeting of Shareholders
with the opportunity to make a statement if he or she desires to do so, and
shall be available to respond to appropriate questions.
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GENERAL
The Management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, printing, assembling and
mailing the proxy, Proxy Statement and other material which may be sent to
Shareholders in connection with this solicitation. It is contemplated that
brokerage houses will forward the proxy materials to beneficial owners at the
request of the Company. In addition to the solicitation of proxies by use of the
mails, officers and regular employees of the Company may solicit proxies without
additional compensation, by telephone or telegraph. The Company does not expect
to pay any compensation for the solicitation of proxies.
The Company will provide without charge to each person being
solicited by this Proxy Statement, on the written request of any such person, a
copy of the Annual Report of the Company on Form 10-K for the year ended
February 29, 1996 (as filed with the Securities and Exchange Commission)
including the financial statements thereto. All such requests should be directed
to Martin Lerner, President, American List Corporation, 330 Old Country Road,
Mineola, New York 11501.
SHAREHOLDER PROPOSALS
The Annual Meeting of Shareholders for the fiscal year ending February
28, 1997 is expected to be held in August 1997. All proposals intended to be
presented at the Company's next Annual Meeting of Shareholders must be received
at the Company's executive office no later than February 25, 1997, for inclusion
in the Proxy Statement and form of proxy related to that meeting.
By Order of the Board of Directors,
Martin Lerner,
Chairman
Dated: June 28, 1996
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PROXY
AMERICAN LIST CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Martin Lerner as proxy to represent the
undersigned at the Annual Meeting of Shareholders to be held at the offices of
the Company, 330 Old Country Road, Mineola, New York 11501 on August 5, 1996 at
10:00 a.m. and at any adjournment thereof, and to vote the shares of stock the
undersigned would be entitled to vote if personally present, as indicated below.
1. ELECTION OF DIRECTORS
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Martin Lerner, J. Morton Davis, Kenton Wood, Ben Ermini, Philip Lubitz
INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name on the line provided below.)
------------------------------------------------------
2. Amendment to the Certificate of Incorporation
|_| FOR |_| AGAINST |_| ABSTAIN
3. The appointment of Grant Thornton as independent auditors.
|_| FOR |_| AGAINST |_| ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such business
as may properly come before the meeting.
The Shares represented by this proxy will be voted as directed. If no
contrary instruction is given, the Shares will be voted FOR the election of the
nominees, FOR the amendment of the Certificate of Incorporation and FOR the
appointment of Grant Thornton.
DATED:____________________________, 1996
----------------------------------------
Signature
----------------------------------------
Signature, if held jointly
(Please date, sign as name appears at the
left, and return promptly. If the Shares are
registered in the names of two or more
persons, each should sign. When signing as
Corporate Officer, Partner, Executor,
Administrator, Trustee or Guardian, please
give full title. Please note any changes in
your address alongside the address as it
appears in the proxy.
