SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to 240.14a-11 or 240.14a-12
KILLEARN PROPERTIES, INC.
(Name of Registrant as specified in its Charter)
KILLEARN PROPERTIES, INC.
(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
(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 for which the offsetting fee was paid
previously. I dentify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125.00
(2) Form, Schedule or Registration No.: Paper copy of Definitive Proxy
Statement
(3) Filing Parties: Killearn Properties, Inc.
(4) Date Filed: October 17, 1995
<PAGE>
NOTICE OF ANNUAL SHAREHOLDER MEETING
To the Shareholders of
Killearn Properties, Inc.
The 1995 Annual Meeting of Shareholders (the "Annual Meeting") of Killearn
Properties, Inc., a Florida corporation (the "Company"), will be held at the
Eagle's Landing Country Club, 100 Eagle's Landing Way, Stockbridge, Georgia,
on Tuesday, November 21, 1995, at 10:30 A.M., eastern standard time, for the
following purposes:
(1) To elect two persons to the Company's Board of Directors, as is more
fully described in the accompanying Proxy Statement, to hold office until his
term of office shall expire and until his successor is duly elected and
qualified; and
(2) To transact such other business as may properly come before the
Annual Meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on September 26, 1995,
as the record date for determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting and at any and all adjournments thereof.
Whether or not you expect to be present, please sign, date and return the
enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible. No postage is required if mailed in the United States.
By Order of the Board of Directors
DAVID K. WILLIAMS
Secretary
October 11, 1995
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND
THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE>
Killearn Properties, Inc.
Proxy Statement
1995 Annual Meeting of Shareholders
To Be Held on November 21, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of KILLEARN PROPERTIES, INC., a Florida corporation (the
"Company"), of proxies from the holders of the Company's common stock for use
at the 1995 Annual Meeting of Shareholders of the Company to be held at the
Eagle's Landing Country Club, 100 Eagle's Landing Way, Stockbridge, Georgia
30281, on Tuesday, November 21, 1995, at 10:30 A.M., eastern standard time,
and at any and all adjournments or postponements thereof (the "Annual
Meeting"), pursuant to the enclosed Notice of Annual Meeting.
The Company is developing a planned community in Henry County, Georgia. The
address of the Company's principal executive office is 100 Eagle's Landing
Way, Stockbridge, Georgia 30281.
The Annual Report to Shareholders of the Company for the fiscal year ended
April 30, 1995 (the "Annual Report"), is being mailed with this Proxy
Statement to all shareholders of record of the Company as of September 26,
1995, but does not form a part hereof. Shareholders should review the
information provided herein in conjunction with the Annual Report.
This Proxy Statement and the accompanying form of proxy are first scheduled to
be mailed to shareholders of the Company on or about October 11, 1995.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of Directors.
All proxies which are properly executed will be voted at the Annual Meeting as
specified in the form of proxy. The giving of a proxy does not preclude the
right to vote in person should any shareholder giving the proxy so desire.
Shareholders have an unconditional right to revoke their proxy at any time
prior to the exercise thereof, either in person at the Annual Meeting or by
filing with the Company's Secretary at the Company's headquarters a written
revocation or duly executed proxy bearing a later date; however, no such
revocation will be effective until written notice of the revocation is
received by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the Notice
of Annual Meeting of Shareholders and the enclosed proxy is to be borne by the
Company. In addition to the use of mail, employees of the Company may solicit
proxies personally and by telephone. The Company's employees will receive no
compensation for soliciting proxies other than their regular salaries. The
Company may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their principals and to
request authority for the execution of proxies. The Company may reimburse
such persons for their expenses in so doing.
<PAGE>
<PAGE>
PURPOSE OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and vote upon
the following matters:
(1) To elect two persons to the Company's Board of Directors to hold
office until their term of office expires and until their successor is duly
elected and qualified; and
(2) To transact such other business as may properly come before the
Annual Meeting and any and all adjournments thereof.
Unless contrary instructions are indicated on the enclosed proxy, all shares
represented by valid proxies received pursuant to this solicitation (and which
have not been revoked in accordance with the procedures set forth above) will
be voted in favor of all proposals described in the Notice of Annual Meeting.
In the event a shareholder specifies a different choice by means of the
enclosed proxy, his shares will be voted in accordance with the specification
so made.
Outstanding Share of
Common Stock and Voting Rights
In accordance with the provisions of the Florida Business Corporation Act and
the Bylaws of the Company, the Board of Directors of the Company has fixed the
close of business on September 10, 1995 as the record date (the "Record
Date") for determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting. Only shareholders of record on the Record Date will
be entitled to vote.
As of the Record Date, there were issued and outstanding 1,438,733 shares of
common stock of the Company, par value $.10 per share (the "Common Stock").
Each share of Common Stock entitles the holder thereof to one vote on all
matters brought before the Annual Meeting. The presence in person or by
proxy of a majority of the shares of Common Stock shall constitute a quorum at
the Annual Meeting. To be elected, nominees for Director must receive a
plurality of the votes cast by holders of shares of Common Stock present or
represented at the Annual Meeting. Abstentions are considered as shares
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 stockholders for a vote, but are not counted as votes "for" or "against"
any matter. The inspector of elections will treat shares referred to as
"broker or nominee non-votes" (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power on a particular matter) as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. For purposes of
determining the outcome of any matter as to which the proxies reflect broker
or nominee non-votes, shares represented by such proxies will be treated as
not present and not entitled to vote on that subject matter and therefor would
not be considered by the inspectors when counting votes cast on the matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters). If less than a majority of the
outstanding shares of Common Stock are represented at the Annual Meeting, a
majority of the shares so represented may adjourn the Annual Meeting from time
to time without further notice.
<PAGE>
<PAGE>
Security Ownership
By Directors and Officers
As of September 26, 1995, the beneficial ownership of shares of Common Stock
by each of the Company's present directors and nominees and all of the
Company's present directors and officers as a group was as set forth in the
following table:
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Ownership of Class
Common J. T. Williams, Jr. 675,666 shares (1) 47.0%
100 Eagle's Landing Way
Stockbridge, GA 30281
Common Don Fuqua 1,695 shares (2) (3)
1250 Eye St. N.W.
Washington, DC 20005
Common Mallory E. Horne -0- (3)
Rt. 1, Box 942
Tallahassee, FL 32317
Common Melvin L. Pope, Jr. 300 shares (4) (3)
625 N. Adams Street
Tallahassee, FL 32301
Common Peter Redmon -0- (3)
291 Country Club Road
Peru, Indiana 46970
Common David K. Williams 7,950 shares (3)
2780 Kinsail Drive
Tallahassee, FL 32308
Common All Directors and 685,611 shares 47.7%
Executive Officers of
the Company, including
the above named individuals
as a Group (9 persons)
(1) This figure includes 6,200 shares of Common Stock held by Mr. Williams as
custodian for his children; and 136,997 shares of Common Stock held by Mr.
Williams as trustee under the Company's Employee Profit-Sharing Trust.
(2) This figure includes 30 shares of Common Stock held by Mr. Fuqua's wife.
(3) Less than 1% of the number of issued and outstanding shares of Common
Stock.
(4) This figure includes 25 shares of Common Stock held by Mr. Pope's wife and
275 shares of Common Stock held by Mr.Pope as custodian for his children.
<PAGE>
<PAGE>
Ownership of Common Stock by Certain Beneficial Owners
The following table sets forth certain information as of September 26, 1996
with respect to all persons and entities known by the Company to be the
beneficial owners of more than five percent (5%) of the outstanding stock of
the Company's Common Stock:
Name and Address Amount and Nature Percent of
Title of Class of Beneficial Owner of Ownership Class
Common J. T. Williams, Jr. 675,666 shares (1) 47.0%
100 Eagle's Landing Way
Stockbridge, Ga 30281
Common Ben S.Branch 87,400 shares (2) 6.1%
239 Aubinwood Road
Amherst, Massachusetts 01003
Common Southeastern Asset
Management, Inc. 82,000 shares (2) 5.7%
Ste. 301, 860 Ridge
Lake Blvd.
Memphis, Tennessee 38119
(1) This figure includes 6,200 shares of Common Stock held by Mr. Williams as
custodian for his children; and 136,997 shares of Common Stock by Mr. Williams
as trustee under the Company's Employee Profit-Sharing Trust.
(2) This figure is based on certain filings made by such persons with the
Securities and Exchange Commission.
ELECTION OF DIRECTORS
The business of the Company is managed by the Company's Board of Directors
which, in accordance with the Company's Articles of Incorporation and Bylaws,
may consist of not less than three nor more than fifthteen persons. The Board
of Directors has fixed the number of directors of the Company at seven
persons and, at present, there are seven persons serving on the Company's
Board of Directors.
The Company's Articles of Incorporation provide that the Board of Directors
shall be divided into four classes and that each class shall be as nearly
equal in number as possible. As a result, the Company has four classes of
directors, with one class comprised of one director and three classes
comprised of two directors. Each class of the Company's directors serve for a
period of four years. The term of office of two directors expires in 1999,
while the terms of office of the Company's other three classes of directors
will expire in 1996, 1997 and 1998, respectively.
<PAGE>
<PAGE>
The nominees for director intend, if elected, to hold office until their term
of office expires in 1999 and until his successor is duly elected and
qualified. In the event that a nominee is unable to serve for any reason, the
proxies will be voted by the proxy-holders for a substitute chosen by the
Board of Directors. Following the Annual Meeting, there will be one vacancy
on the Board of Directors may, during the 1996 fiscal year, fill such vacancy
by appointment, although it has no specific plans to do so at present.
The following table sets forth certain information with respect to the nominee
for director and the directors continuing in office:
NOMINEES FOR DIRECTOR
Business Director Term
Name Age Experience Since Expires
J.T. Williams, Jr. 62 Chairman of the Board 1964 1999
and President of the
Company since 1970
David K. Williams 35 Executive Vice President and 1992 1999
Secretary of the Company
Current Directors Whose Terms of Office Will
Continue Subsequent to the Annual Meeting
Business Director Term
Name Age Experience Since Expires
Don Fuqua 62 Association Executive and 1970 1998
Former Member, United
States House of
Representatives
Mallory E. Horne 70 Director, P.E.R.C., 1990 1998
State of Florida, Former
Member, Florida Senate
and Florida House of
Representatives
Melvin L. Pope, Jr.62 General Agent, North- 1977 1996
western Mutual Life
Insurance Company, for
more than the past twenty
years
Peter Redmon 55 President, Chief Executive 1983 1997
Officer and Director of
W. C. Redmon Co., a
manufacturer of houseware
products, for more than
the past twenty years
<PAGE>
<PAGE>
No family relationship exists between any of the members of the Board of
Directors of the Company, or between any of the members of the Board of
Directors and the officers of the Company, except that J. T. Williams, Jr.,
Chairman of the Board and President, is the father of David K. Williams,
Director, Executive Vice President and Secretary.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEES FOR DIRECTOR.
The Board of Directors
and Committees of the Board
The Board of Directors of the Company held a total of four meetings during
fiscal year ended April 30, 1995. Each director attended at least three of
the meetings. For fiscal 1995, each director was paid a fee for their
services of $12,000. For fiscal 1996, each director will receive a fee for
their services of $12,000. Directors are reimbursed for their out-of-pocket
expenses incurred in attending Board committee meetings.
The Company's Board of Directors has an Audit Committee and a Compensation
Committee. The Company's Board of Directors does not have a nominating
committee. This function is performed by the Company's Board of Directors as
a whole. No additional fees were paid by the Company to the Directors who
serve on committees of the Board.
Audit Committee
The Audit Committee is comprised of Messrs. Fuqua, Horne, Pope and Redmon.
During the fiscal year ended April 30, 1995, two meetings of the Audit
Committee were held.
The Audit Committee's responsibility is to ascertain that the Company's
financial statements reflect fairly the financial condition of the Company and
to appraise the soundness, adequacy and application of accounting and
operating controls. The Audit Committee recommends independent auditors to
the Board of Directors, reviews the scope of the audit functions of the
independent auditors and reviews audit reports rendered by the independent
auditors.
Compensation Committee
The Compensation Committee is comprised of Messrs. Fuqua, Horne, Pope and
Redmon. During the 1995 fiscal year, two meetings of the Compensation
Committee were held.
The Compensation Committee's responsibility is (i) to review all employment
agreements and other compensation arrangements for all of the Company's
executive officers, (ii) to review all agreements between the Company and its
executive officers and directors, (iii) to review and propose incentive and
other compensation plans, such as pension, retirement, profit sharing and
stock option plans, for the benefit of the Company's employees, and (iv) to
administer the Company's 1992 Incentive Stock Option Plan and the award of
stock options to employees of the Company thereunder.
<PAGE>
<PAGE>
Executive Compensation
The following table sets forth the compensation awarded to, earned by or paid
to the Company's Chief Executive Officer and each other executive officer
whose fiscal 1995 compensation exceeded $100,000 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation All Other
Restricted Stock Compen-
Name & Principal Awards sation
Position Year Salary Bonus Other(1) Options(#) (2)
J.T. Williams, Jr... 1995 $176,667 $124,207 $35,000 $44,644
President and Chief 1994 $172,362 $121,337 $49,453 $59,097
Executive Officer 1993 $166,748 $117,594 $30,124 100,000 shares $52,304
David K. Williams 1995 $ 91,659 $ 50,000 $ 0
Executive Vice-President
(1) The amounts disclosed in this column are the post retirement obligations
of the Company under Mr. Williams' Employment Agreement.
(2) The amount disclosed in this column include: (a) amounts accrued by the
Company to Mr. Williams' Deferred Compensation Plan, and (b) payments by the
Company of premiums for life insurance on behalf of Mr. Williams.
<PAGE>
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than
10 percent of the Company's Common Stock, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock. Officers,
directors and beneficial owners of greater than 10 percent of the Company's
Common Stock are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended April 1995, all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
Employment Agreements
In July 1982, the Company entered into a ten year employment agreement with J.
T. Williams, Jr., Chairman of the Board and President of the Company, pursuant
to which Mr. Williams performs services for the Company on a substantially
full-time basis. This agreement was extended in April 1992 for an additional
five years on the same terms as the 1982 Agreement. The employment agreement
provided for an annual compensation to Mr. Williams for fiscal 1995 of
$310,518 and provides for annual increases or decreases thereafter based on
the Consumer Price Index. Approximately $186,311 of his compensation was paid
by the Company to Mr. Williams as base salary during fiscal 1995 and
approximately $9,644 of his compensation was accrued by the Company during
fiscal 1995 as deferred compensation funded by insurance. In addition, the
Company accrued $35,000 for additional deferred compensation under the
agreement. (See "Deferred Compensation" below.) In addition, Mr. Williams is
entitled to receive, pursuant to the employment agreement, an annual bonus
equal to 10% of the pre-tax income of the Company on a cumulative basis, the
payment of which is not to exceed $80,000 per year adjusted by changes in the
CPI since 1982. Mr. Williams' employment agreement also provides certain
other benefits to him, including the right to participate in those benefit
plans of the Company which are presently made available by the Company to its
executive personnel.
The employment agreement provides that the above described additional deferred
compensation will be paid to Mr. Williams, beginning at retirement at the rate
of $100,000 per year subject to adjustment for changes in the CPI since 1982,
as retirement income for the remainder of his life. In the event that Mr.
Williams dies at any time prior to the date of his retirement, the Company is
obligated pursuant to the employment agreement to pay to Mr. Williams' estate
or heirs, as the case may be, the full amount of such retirement income for a
period of ten years after the date of his death. In the event that Mr.
Williams dies at any time subsequent to the date of his retirement but prior
to the date which is ten years after the date of his retirement, the Company
is obligated pursuant to the employment agreement to continue to pay Mr.
Williams' estate or heirs, or to such person as Mr. Williams shall designate
in writing to the Company, as the case may be, the full amount of such
retirement income for the remainder of such ten year period.
<PAGE>
<PAGE>
At present, it is anticipated that a substantial portion of such retirement
income will be funded by insurance policies previously purchased by the
Company.
Mr. Williams' employment agreement contains a provision which requires the
Company to purchase annuities or otherwise secure all future payments to Mr.
Williams under the employment agreement in the event that any person or entity
unaffiliated with the Company, as of July 1982, acquires or gains control,
directly or indirectly, of more than twenty percent of the voting stock of the
Company, either with or without the consent of the Company's Board of
Directors.
Aggregated Stock Option Exercises and Year End Option Values
The following table provides information on the value of unexercised options
held by the Named Executive Officers at April 30, 1995.
Value of
Number of In-the-Money
Options at Options at
April 30, 1995(1) April 30, 1995(2)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
J.T. Williams 100,000 $177,500
David K. Williams 5,000 1,250
(1) All of the options were exercisable at April 30, 1995.
(2) Values are based on the difference between the closing bid price of the
Company's common stock of April 30, 1995 ($5.375) and the exercise prices of
the options.
No options were exercised by the Named Executive Officer during the fiscal
year ended April 30, 1995.
The Company has in effect an informal deferred compensation arrangement for
the benefit of certain officers of the Company, pursuant to which the
Company pays annually the premiums on life insurance policies on the lives of
these officers. At age 65, these policies can be converted into annuitities
to provide funds for the retirement of these officers. For each of the
fiscal years ended April 30,1995, 1994 and 1993, the Company paid $9,644 in
premiums on the policies for the benefit of J. T. Williams, Jr. and $9,459 for
the benefit of David K. Williams.
<PAGE>
<PAGE>
Interest of Management and Others
According to a written policy adopted by the Company's Board of Directors, all
directors, officers and employees of the Company and their associates and
affiliates (as those terms are defined by the Federal Securities laws) are
provided with a discount in connection with purchases of lots and/or acreage
from the Company. Such sales have been entered into by the Company in the
ordinary course of its business and have been made on substantially the same
material terms as those generally prevailing at the time for comparable sales
of lots and/or acreage to unaffiliated persons. The discount is equal to
eighty percent of the brokerage commission which would otherwise be payable by
the Company to its brokerage subsidiary and/or to independent real estate
brokers. The brokerage commission is generally equal to ten percent of the
retail purchase price for the lot or acreage being sold. The purchase price
for each lot or tract purchased by the Company employees and their associates
and affiliates is reduced by the amount of the eighty percent discount on the
real estate commission. During the fiscal year ended April 30, 1995, no
director or officer purchased a lot from the Company. It is expected that
this eighty percent discount on the real estate commission will continue to be
given to directors, officers and employees of the Company and their associates
and affiliates in the future. The Company also has a policy that its
construction division will construct homes for the officers and directors of
the Company at the Company's cost plus 1%. All directors and officers are
provided, with no charge, memberships in Golden Eagle Country Club, Killearn
Golf and Country Club and in Eagle's Landing Country Club.
In 1986, the Company purchased a 2,600 acre parcel of real estate in Henry
County, Georgia, from J. T. Williams, Jr. and a non-related third party.
Pursuant to that purchase, Mr. Williams received a promissory note from the
Company in the principal amount of $1,764,053 to be paid from one-half of the
profits from the development and sale of the property. In April 1991, the
entire balance was due; however, Mr. Williams approved the extension of the
note and the Company issued new notes which are payable at prime plus 1% per
annum, with a ten year amortization of the principal. During fiscal 1995,
$187,617 in principal and $74,982 in interest payments were made on the note.
The Company believes that the purchase price was fair and the note is at a
reasonable interest rate.
-------------------------
The Company purchases certain of its life insurance contracts through an
insurance agency which is affiliated with Melvin L. Pope, Jr., a Director of
the Company. During the fiscal year ended April 30, 1995, payment for
premiums on all insurance contracts arranged by this agency was $185,239.
Additional insurance contracts are expected to be purchased by the Company
from agency in the future.
-------------------------
The Board of Directors, upon the recommendation of the Audit Committee,
retained the firm of BDO Seidman to serve as the Company's independent
certified public accountants for the fiscal year ending April 30, 1995 and
expects that such firm will be retained for the year ending April 30, 1996.
<PAGE>
<PAGE>
OTHER MATTERS
The management of the Company is not aware of any other business which may
come before the Annual Meeting. If any additional matters are properly
brought before the Annual Meeting the proxies will be voted at the discretion
of the proxy-holders.
Cost of Solicitation
The cost of the solicitation of proxies will be borne by the Company. In
addition to solicitation by the use of the mails, certain officers, directors
and regular employees of the Company may solicit proxies by use of telephones,
telegrams or personal interviews. Brokers, custodians, nominees and other
similar parties will be requested to send proxy materials to beneficial owners
of shares of Common Stock and will be reimbursed by the Company for their
reasonable out-of-pocket expenses.
Shareholder Proposals to be Presented
at Next Annual Meeting
Shareholder proposals intended to be presented at the 1996 Annual Meeting of
Shareholders of the Company must be received by the Company at its principal
executive office, 100 Eagle's Landing Way, Stockbridge, Georgia 30281, for
inclusion in the Proxy Statement and Proxy relating to the 1996 Annual Meeting
of Shareholders not later than Tuesday, May 21, 1996. Any such proposal must
comply with all applicable laws, rules and regulations.
