<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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
KOSS CORPORATION
----------------
(Name of Registrant as Specified In Its Charter)
RICHARD W. SILVERTHORN, ESQ.
WHYTE HIRSCHBOECK DUDEK S.C.
----------------------------
(NAME OF PERSON 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(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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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
KOSS CORPORATION
4129 NORTH PORT WASHINGTON AVENUE
MILWAUKEE, WISCONSIN 53212
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
OCTOBER 19, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of KOSS
CORPORATION will be held at the offices of the Company at 4129 North Port
Washington Avenue, Milwaukee, Wisconsin, on Thursday, October 19, 1995, at 9:00
a.m. local time to consider and act on the following Proposals:
1. The election of seven (7) directors;
2. The ratification of the appointment of Price Waterhouse
L.L.P., independent accountants, as auditors of the Company
for the fiscal year ending June 30, 1996; and
3. Such other business as may properly be brought before the
Annual Meeting.
The transfer books of the Company will not be closed for the Annual
Meeting. Only stockholders of record at the close of business on September 15,
1995 will be entitled to notice of and to vote at the meeting. Information
regarding the matters to be considered and voted upon at the Annual Meeting is
set forth in the Proxy Statement accompanying this Notice.
You are cordially invited to attend the meeting in person, if
possible. In order to assist us in preparing for the meeting, all stockholders
are urged to promptly sign and date the enclosed proxy and return it in the
enclosed envelope which requires no postage. If you attend the Meeting, you
may vote your shares in person even if you previously submitted a proxy.
By Order of the Board of Directors
Richard W. Silverthorn, Secretary
Milwaukee, Wisconsin
September 25, 1995
<PAGE> 3
KOSS CORPORATION
PROXY STATEMENT
1995 ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 19, 1995
INTRODUCTION
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE BOARD OF DIRECTORS OF KOSS CORPORATION (the "Company") for
use at the Company's 1995 Annual Meeting of Stockholders (the "Meeting") and
any adjournment thereof, for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders.
DATE, TIME AND LOCATION. The Meeting of Stockholders will be held at
the offices of the Company, 4129 North Port Washington Avenue, Milwaukee,
Wisconsin, 53212, on Thursday, October 19, 1995, at 9:00 a.m. local time
PURPOSES OF THE MEETING. At the Meeting, stockholders will consider
and vote upon two matters: (1) the election of seven (7) directors for one-year
terms; and (2) a proposal to ratify the appointment of Price Waterhouse L.L.P.
("Price Waterhouse"), independent accountants, as independent auditors for the
fiscal year ending June 30, 1996.
PROXY SOLICITATION. The cost of soliciting proxies will be borne by
the Company. Proxies will be solicited primarily by mail and may be made by
directors, officers and employees personally or by telephone or telegraph. The
Company will reimburse brokerage firms, custodians and nominees for their
out-of-pocket expenses incurred in forwarding proxy materials to beneficial
owners. Proxy Statements and proxies will be mailed to stockholders on
approximately September 25, 1995.
QUORUM AND VOTING INFORMATION. Only stockholders of record of the
Company's $.01 par value common stock ("Common Stock") at the close of business
on September 15, 1995 (the "Record Date"), are entitled to vote at the Meeting.
As of the Record Date, there were 3,322,507 shares of Common Stock outstanding
and entitled to vote. A quorum of stockholders is necessary to take action at
the Meeting. A majority of the outstanding shares of Common Stock, represented
in person or by proxy, will constitute a quorum of stockholders at the Meeting.
Votes cast by proxy or in person at the Meeting will be tabulated by the
inspectors of election appointed for the Meeting. The inspectors of election
will determine whether or not a quorum is present at the Meeting. The
inspectors of election will treat abstentions as shares of Common Stock that
are present and entitled to vote for purposes of determining the presence of a
quorum. If a broker indicates on the proxy that it does not have discretionary
authority to vote certain shares of Common Stock on a particular matter (a
"broker non-vote"), those shares will not be considered as present and entitled
to vote with respect to that matter.
<PAGE> 4
The seven nominees receiving the greatest number of votes cast in
person or by proxy at the Meeting shall be elected directors of the Company.
The vote required for the ratification of the appointment of Price Waterhouse
as independent accountants for the year ending June 30, 1996, and the vote
required to approve any other matter to be presented to the Meeting, is the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the Meeting. For purposes of determining the
approval of any matter submitted to the stockholders for a vote, abstentions
and broker non-votes will be treated as shares of Common Stock that have been
withheld for the purpose of electing directors and as voted "against" the
ratification of Price Waterhouse as the Company's auditors for the year ending
June 30, 1996.
PROXIES AND REVOCATION OF PROXIES. A Proxy in the accompanying form,
which is properly executed, duly returned to the Company and not revoked, will
be voted in accordance with instructions contained therein. In the event that
any matter which is not described in this Proxy Statement properly comes before
the Meeting, the accompanying form of Proxy authorizes the persons appointed as
proxies thereby ("Proxyholders") to vote on such matter in their sole
discretion. At the present time, management knows of no other matters which
are to come before the Meeting. See "ITEM 3. TRANSACTION OF OTHER BUSINESS."
If no instructions are given with respect to any particular matter to be acted
upon, a Proxy will be voted "FOR" the election of all nominees for director
named herein and "FOR" the ratification of Price Waterhouse as the Company's
auditors for the year ending June 30, 1996. If matters other than those
mentioned herein properly come before the Meeting, a Proxy will be voted in
accordance with the best judgment of a majority of the Proxyholders named
therein.
Each such Proxy granted may be revoked at any time before it is voted
by filing with the Secretary of the Company a written notice of revocation, by
delivering to the Company a duly executed Proxy bearing a later date, or by
attending the Meeting and voting in person.
STOCKHOLDER PROPOSALS. There are no stockholder proposals on the
agenda for the Meeting. In order to be considered for inclusion in the agenda
for the 1996 annual meeting, a stockholder proposal must be received by the
Company no later than May 28, 1996. Stockholder proposals should be sent to
the Company's principal offices, 4129 North Port Washington Avenue, Milwaukee,
Wisconsin, 53212, by certified mail, return receipt requested, and should be
addressed to the Secretary of the Company.
ANNUAL REPORT. The Company's Annual Report to Stockholders, including
audited financial statements for the year ended June 30, 1995, although not a
part of this Proxy Statement, is delivered herewith.
ITEM 1. ELECTION OF DIRECTORS
The By-Laws of the Company provide that the number of Directors on the
Board shall be no fewer than six and no greater than twelve. In accordance
with the By-Laws, the Board of Directors has by resolution fixed the current
number of Directors at seven. Given the varied experience of the current
nominees and their contribution to the governing of the corporation, the
current size of the Board has been determined to be advantageous for both the
Company and its stockholders. Proxies cannot be voted for a greater number of
persons than the seven nominees. Each director so elected shall serve
2
<PAGE> 5
until the next Annual Meeting of Stockholders and until his successor is duly
elected, or until his prior death, resignation or removal.
INFORMATION AS TO NOMINEES.
The following identifies the nominees for the seven director positions
and provides information as to their business experience for the past five
years. Each nominee is presently a director of the Company:
JOHN C. KOSS, 65, has served continuously as Chairman of the Board of
the Company or its predecessors since 1958. Previously, he served as
Chief Executive Officer from 1958 until 1991. He is the father of
Michael J. Koss (who is the Company's President, Chief Executive
Officer, Chief Financial Officer, and Chief Operating Officer, and a
nominee for director of the Company), and the father of John Koss, Jr.
(the Company's Vice President - Sales).
THOMAS L. DOERR, 51, has been a director of the Company since 1987.
Mr. Doerr co-founded Leeson Electric Corporation in 1972 and served as
its President and Chief Executive Officer until 1982. The company
manufactures industrial electric motors. In 1983, Mr. Doerr
incorporated Doerr Corporation as a holding company for the purpose of
acquiring established companies involved in distributing products to
industrial and commercial markets. Currently, Mr. Doerr serves as
President and Chief Executive Officer of Doerr Corporation.
VICTOR L. HUNTER, 48, has been a director of the Company since 1987.
Mr. Hunter has been, for more than five years, the President of Hunter
Business Direct, a service company specializing in business-to-
business direct marketing. Mr. Hunter holds an MBA from the Harvard
Business School.
MICHAEL J. KOSS, 41, has held various positions at the Company since
1976, and has been a director of the Company since 1985. He was
elected President, Chief Operating Officer and Chief Financial Officer
of Koss Corporation on July 22, 1987. On August 9, 1991, he was
elected Chief Executive Officer. He is the son of John C. Koss and
the brother of John Koss, Jr. Mr. Koss also serves as a director for
Milwaukee Insurance Group and Strattec Security Corporation.
LAWRENCE S. MATTSON, 63, has been a director of the Company since
1978. Mr. Mattson is the retired President of Oster Company, a
division of Sunbeam Corporation, which manufactures and sells portable
household appliances. Prior to his retirement, Mr. Mattson was, for
more than five years, the President of Oster.
MARTIN F. STEIN, 58, is the Chairman of Eyecare One, Inc., which
includes Stein Optical and Eye Q. Stein Optical operates sixteen
optical centers and a manufacturing lab in Milwaukee, Wisconsin. Eye
Q operates seven optical centers in Chicago, Illinois. Prior to this,
Mr. Stein was the Chairman and Chief Executive Officer of Stein Health
Services. He also serves as a director for the F&M Bank. Mr. Stein
has been a director of the Company since 1987.
3
<PAGE> 6
JOHN J. STOLLENWERK, 55, has been a director of the Company since
1986. Mr. Stollenwerk has been, for more than five years, the
President of the Allen-Edmonds Shoe Corporation, an international
manufacturer and retailer of high quality footwear.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF ALL NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
BOARD COMMITTEES.
The Board of Directors of the Company has the following standing
committees:
AUDIT COMMITTEE. The Audit Committee, which is composed of Mr.
Mattson, Mr. Doerr, and Mr. Stein, reviews and evaluates the
effectiveness of the Company's financial and accounting functions,
including reviewing the scope and results of the audit work performed
by the independent accountants and by the Company's internal
accounting staff. The Audit Committee met twice during the fiscal
year ended June 30, 1995. The independent accountants were present at
both of these meetings to discuss their audit scope and the results of
their audit.
COMPENSATION COMMITTEE. The Compensation Committee, which is composed
of John C. Koss, Mr. Mattson, Mr. Stollenwerk, and Mr. Hunter, has
responsibility for reviewing and recommending adjustment of all
employee annual salaries in excess of $45,000 as well as all bonus and
compensation programs. The Compensation Committee met once during the
fiscal year ended June 30, 1995. See "Executive Compensation and
Related Matters -- Compensation Committee Report on Executive
Compensation." The Company's Flexible Incentive Stock Option Plan is
administered by the Compensation Committee. Subject to the express
provisions of the Plan, the Committee has complete authority to (1)
determine when and to whom benefits are granted; (2) determine the
terms and provisions of Benefits granted; (3) interpret the Plan; (4)
prescribe, amend and rescind rules and regulations relating to the
Plan; (5) accelerate, purchase, adjust or remove restrictions from
Benefits; and (6) take any other action which it considers necessary
or appropriate for the administration of the Plan.
NOMINATING COMMITTEE. The Board of Directors has no nominating
committee and the Company has no established procedure for the
nomination of persons to serve on the Board of Directors.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS. During the fiscal year
ended June 30, 1995, the Board held four (4) meetings. Every incumbent
director attended 75% or more of the total of (a) all meetings of the Board,
plus (b) all meetings of the committees on which they served during their
respective term of office.
4
<PAGE> 7
EXECUTIVE OFFICERS.
Information is provided below with respect to the executive officers
of the Company who are not directors. Each executive officer is elected
annually by the Board of Directors and serves for one year or until his or her
successor is appointed.
<TABLE>
<CAPTION>
Current Position
Name Age Positions Held Held Since
- ------------------ --- ---------------------------------------- -----------------
<S> <C> <C> <C>
John Koss, Jr. 38 Vice President - Sales 1988
Daniel Esposito 62 Vice President - Corporate Systems 1987
Sujata Sachdeva 31 Vice President - Finance 1992
Richard W. Silverthorn* 40 Secretary, General Counsel 1993
Declan Hanley 48 Vice President - Europe 1994
- ------------
</TABLE>
* Mr. Silverthorn is an attorney and shareholder with the law firm of Whyte
Hirschboeck Dudek S.C., Milwaukee, Wisconsin, which law firm serves as
legal counsel to the Company.
BENEFICIAL OWNERSHIP OF COMPANY SECURITIES.
SECURITY OWNERSHIP BY NOMINEES AND MANAGEMENT. The following table
sets forth, as of September 15, 1995, for all nominees, for each executive
officer whose annual salary and bonus during fiscal 1995 exceeded $100,000, and
for all directors and executive officers as a group, the number of shares of
Common Stock "beneficially owned" (beneficial ownership is defined under
applicable Securities and Exchange Commission regulations) and the percentage
of such shares to the total number of shares outstanding.
<TABLE>
<CAPTION>
Number of Shares Percent of Outstanding
Name Beneficially Owned (1) Common Stock (2)
- ---------------------------- ---------------------- ----------------
<S> <C> <C> <C>
John C. Koss . . . . . . . . . . . . . . . 1,063,373 (3) 32.0%
Thomas L. Doerr . . . . . . . . . . . . . . 0 *
Victor L. Hunter . . . . . . . . . . . . . 4,501 *
Michael J. Koss . . . . . . . . . . . . . . 602,166 (4)(5) 17.4%
Lawrence S. Mattson . . . . . . . . . . . . 0 *
Martin F. Stein . . . . . . . . . . . . . . 4,500 *
John J. Stollenwerk . . . . . . . . . . . . 4,896 *
John Koss, Jr. . . . . . . . . . . . . . . 138,081 (6) 4.1%
All directors and executive officers
as a group (12 persons) . . . . . . . . . 1,627,313 (7) 46.3%
- --------------------
</TABLE>
(1) Unless otherwise noted, amounts indicated reflect shares as to which the
beneficial owner possesses sole voting and dispositive powers. Also
included are shares subject to stock options if such options are
exercisable within 60 days of September 15, 1995.
5
<PAGE> 8
(2) Based on 3,322,507 shares outstanding on September 15, 1995. Asterisk
(*) denotes beneficial ownership of less than 1%. Percentage calculation
assumes, for each individual owning options and for the group, the
exercise of that number of options which are included in the total number
of shares.
(3) Includes the following shares which are deemed to be "beneficially owned"
by John C. Koss: (i) 275,280 shares owned directly or by reason of family
relationships; (ii) 59,517 shares as a result of his position as an
officer of certain foundations; (iii) 612,431 shares as a result of his
position as trustee of the Koss Family Voting Trust -- see "Security
Ownership by Certain Principal Stockholders," below; (iv) 43,125 shares
as a result of his position as co-trustee of the John C. and Nancy Koss
Revocable Trust; and (v) 73,020 shares (by reason of the allocation of
those shares to his account under the Koss Employee Stock Ownership Trust
("KESOT") and his ability to vote such shares pursuant to the terms of
the KESOT -- see "Executive Compensation and Related Matters -- Other
Compensation Arrangements -- Employee Stock Ownership Plan and Trust."
These 73,020 shares do not include certain shares which had not been
acquired by the KESOT prior to September 15, 1995 but which will, when
acquired, be retroactively allocated to participants' KESOT accounts
effective as of June 30, 1995.
(4) Includes the following shares deemed to be "beneficially owned" by
Michael J. Koss: (i) 49,500 shares owned directly or by reason of family
relationships; (ii) 59,000 shares as a result of his beneficial interest
in the Koss Family Voting Trust; (iii) 22,399 shares by reason of the
allocation of those shares to his account under the KESOT and his ability
to vote such shares -- again, not including certain shares to be
allocated by the KESOT after September 15, 1995; (iv) 142,500 shares with
respect to which he holds options which are exercisable within 60 days of
September 15, 1995; and (v) 351,166 shares which are held by the KESOT
(see Note (5), below). The 22,399 shares allocated to Michael J. Koss'
KESOT account, over which he holds voting power, are included within the
aforementioned 351,166 shares but are counted only once in his individual
total.
(5) The KESOT holds 351,166 shares (not including shares to be acquired by
the KESOT after September 15, 1995). Authority to vote these shares is
vested in KESOT participants to the extent shares have been allocated to
individual KESOT accounts. Shares have been allocated to the accounts of
certain individuals named in the above table. Michael J. Koss and Cheryl
Mike (the Company's Director of Human Resources) serve as Trustees of the
KESOT and, as such, they share dispositive power with respect to (and are
therefore each deemed to "beneficially own") all 351,166 KESOT shares.
(6) Includes the following shares deemed to be "beneficially owned" by John
Koss, Jr.: (i) 27,397 shares owned directly or by reason of family
relationships; (ii) 59,000 shares as a result of his beneficial interest
in the Koss Family Voting Trust; (iii) 37,500 shares with respect to
which he holds options which are exercisable within 60 days of September
15, 1995; and (iv) 14,184 shares by reason of the allocation of those
shares to his account under the KESOT and his ability to vote such shares
-- again, not including certain shares to be allocated by the KESOT after
September 15, 1995.
(7) To avoid double-counting: (i) the 351,166 shares deemed to be
"beneficially owned" by Michael J. Koss as result of his position as a
KESOT Trustee (see Note (5), above) include 92,980 shares allocated to
the KESOT accounts of other individuals included in the above total but
are included only once in the total; and (ii) the 612,431 shares deemed
to be "beneficially owned" by John C. Koss as a result of his position as
trustee of the Koss Family Voting Trust (see Note (3), above) include
118,000 shares beneficially owned by
6
<PAGE> 9
Michael J. Koss and John Koss, Jr. (59,000 shares each) by reason of
their beneficial interest in the Koss Family Voting Trust (see Notes (3),
(4) and (6), above) but are included only once in the total.
SECURITY OWNERSHIP BY CERTAIN PRINCIPAL STOCKHOLDERS. The following
table sets forth the name and business address of each person and each group of
persons who, to the knowledge of the Company as of September 15, 1995, were the
only "beneficial owners" (defined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934) of more than 5% of the outstanding shares of
Common Stock.
<TABLE>
<CAPTION>
Number of Percent of
Shares Outstanding
Beneficially Common
Name and Address of Beneficial Owner Owned Stock (1)
------------------------------------ ----- -----------
<S> <C> <C>
John C. Koss (2) 1,063,373 32.0%
4129 North Port Washington Avenue, Milwaukee, WI
Koss Family Voting Trust, John C. Koss, Trustee (3) 612,431 18.4%
4129 North Port Washington Avenue, Milwaukee, WI
Michael J. Koss (4) 602,166 17.4%
4129 North Port Washington Avenue, Milwaukee, WI
Koss Employee Stock Ownership Trust (5) 351,166 10.6%
Michael J. Koss and Cheryl Mike, Trustees
4129 North Port Washington Avenue, Milwaukee, WI
- ---------------
</TABLE>
(1) Based on 3,322,507 shares outstanding on September 15, 1995.
(2) Total includes certain shares which are deemed to be "beneficially owned"
by John C. Koss (see Note (3) to the table on page 5 under "Security
Ownership by Nominees and Management"). Certain of the 1,063,373 shares
shown above are also included in totals shown in this table by the Koss
Family Voting Trust (612,431 shares -- see Note (3), below), and by the
KESOT (73,020 shares -- see Note (5), below).
(3) The Koss Family Voting Trust was established by John C. Koss. The sole
Trustee is John C. Koss, 4129 North Port Washington Avenue, Milwaukee, WI
53212. The term of the Koss Family Voting Trust is indefinite. Under
the Trust Agreement, John C. Koss, as Trustee, holds full voting and
dispositive power over the shares held by the Koss Family Voting Trust.
All of the 612,431 shares are included in the number of shares shown as
beneficially owned by John C. Koss (see Note (3) to the table on page 5
under "Security Ownership by Nominees and Management").
7
<PAGE> 10
(4) Total includes certain shares which are deemed to be "beneficially owned"
by Michael J. Koss (see Note (4) to the table on page 5 under "Security
Ownership by Nominees and Management"). Certain of the 602,166 shares
shown above are also included in totals shown in this table by the Koss
Family Voting Trust (59,000 shares -- see Note (3), above), and by the
KESOT (351,166 shares -- see Note (5), below).
(5) 73,020 of these shares are also included in the number of shares shown as
beneficially owned by John C. Koss (see Note (2), above). All 351,166 of
these shares are also included in the number of shares shown as
beneficially owned by Michael J. Koss (see Note (4), above).
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
8
<PAGE> 11
EXECUTIVE COMPENSATION AND RELATED MATTERS.
SUMMARY COMPENSATION TABLE. The following table presents certain
summary information concerning compensation paid or accrued by the Company for
services rendered in all capacities during the fiscal years ended June 30,
1995, 1994, and 1993 for (i) the Chief Executive Officer ("CEO") of the
Company, and (ii) each of the other two executive officers of the Company
(determined as of the end of the last fiscal year) whose total annual salary
and bonus exceeded $100,000 (collectively, including the CEO, the "Named
Executive Officers").
<TABLE>
<CAPTION>
lONG-TERM
COMPENSATION (1)
----------------------
ANNUAL COMPENSATION AWARDS
---------------------------------------------------------------
RESTRIC- SECURITIES
FISCAL TED UNDER-
YEAR OTHER ANNUAL STOCK LYING ALL OTHER
NAME AND ENDED COMPEN- AWARDS OPTIONS/ COMPEN-
PRINCIPAL JUNE SALARY BONUS (2) SATION (3) (4) SARS (5) SATION (6)
POSITION 30, (DOLLARS) (DOLLARS) (DOLLARS) (DOLLARS) (NUMBER) (DOLLARS)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1995 $150,000 $123,022 $1,250,000 0 0 $137,664
John C. Koss
Chairman of the 1994 150,000 133,056 0 0 0 126,349
Board
1993 150,000 130,359 0 0 0 124,544
---------------------------------------------------------------------------------------------------------------
1995 $145,000 $172,230 $212,275 $178,991 10,000 $24,951
Michael J. Koss,
Chief Executive 1994 130,000 186,239 621,300 0 0 8,392
Officer
1993 120,000 182,503 29,525 0 300,000 6,291
---------------------------------------------------------------------------------------------------------------
1995 $100,000 $0 $0 $89,495 7,500 $42,501
John Koss, Jr.,
Vice President - 1994 95,000 0 79,895 0 0 33,392
Sales
1993 80,000 0 14,763 0 60,000 118,883
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The above table omits information concerning Long Term Incentive Plans
("LTIPs") (plans, other than restricted stock, stock option, or SAR
plans, which provide for the payment of incentive compensation for
performance expected to occur over more than one fiscal year) because the
Company has no LTIP's.
(2) Bonus compensation for these individuals was contingent on the Company
exceeding certain predetermined levels of net sales or earnings before
interest and taxes, as the case may be. These levels and the amounts to
be paid upon their achievement are established by the Compensation
Committee prior to the commencement of the Company's fiscal year.
9
<PAGE> 12
(3) Includes (i) the value realized upon the exercise of stock options (see
"Aggregate Stock Option Exercises During the Fiscal Year") and (ii) for
John Koss, Jr. only for the fiscal year ended June 30, 1994, the value of
perquisites and other benefits (specifically, $10,270 reimbursed under
the Company's Supplemental Medical Care Reimbursement Plan -- see "Other
Compensation Arrangements -- Supplemental Medical Care Reimbursement
Plan") paid during fiscal 1994; in all other cases, the value of
perquisites and other benefits in any fiscal year did not exceed the
lesser of $50,000 or 10% of the total salary and bonus reported and,
under applicable compensation disclosure rules of the Securities and
Exchange Commission, are not required to be included in this column.
(4) On January 6, 1995, 18,358 and 9,159 shares of Restricted Stock were
issued under the Company's 1990 Flexible Incentive Stock Option Plan to
Michael J. Koss and John Koss, Jr., respectively. These options do not
vest until January 6, 1996 (one year from the date of grant). On June
30, 1995, the number of shares of restricted stock held (unvested) and
the dollar value of these unvested restricted stock holdings (based on
the $6.125 per share closing price of the Company's Common Stock, as
reported on The Nasdaq Stock Market, on June 30, 1995) was 18,358 shares
(with a value of $112,443) for Michael J. Koss and 9,159 shares (with a
value of $56,221) for John Koss, Jr.
(5) Consists of Incentive Stock Options granted to executive officers. For
additional information, see "Stock Options Granted During Fiscal Year"
and "Other Compensation Arrangements -- Stock Option Plans."
(6) "All Other Compensation" consists of the following: (i) Company matching
contributions under the Company's 401k Plan for the accounts of John C.
Koss ($7,192 in 1995, $8,697 in 1994, and $7,000 in 1993), Michael J.
Koss ($10,027 in 1995, $6,833 in 1994, and $5,750 in 1993), and John
Koss, Jr. ($4,500 in 1995, $2,390 in 1994, and $2,300 in 1993); (ii)
Company contributions to the KESOT for the accounts of John C. Koss
($12,226), Michael J. Koss ($14,386), and John Koss, Jr. ($5,312) for
1995 only (the Company did not make contributions to the KESOT in 1994 or
1993); (iii) premiums paid by the Company for life insurance for John C.
Koss ($3,159 in 1995, $2,565 in 1994, and $2,457 in 1993), Michael J.
Koss ($539 in 1995, $1,559 in 1994, and $541 in 1993), and John Koss, Jr.
($189 in 1995, $619 in 1994, and $108 in 1993); (iv) Commissions paid to
John Koss, Jr. of $32,500 in 1995, $30,383 in 1994, and $116,475 in 1993;
and (v) an annual accrued expense of $115,087 in connection with the
Company's agreement to continue to pay John C. Koss his current base
salary in the event he becomes disabled prior to age 70 (he is currently
65 years old) and, after age 70, to continue to pay John C. Koss his
current base salary for the remainder of his life, whether he becomes
disabled or not.
STOCK OPTIONS GRANTED DURING FISCAL YEAR. The following table provides
certain information concerning stock options granted to Named Executive
Officers during the fiscal year ended June 30, 1995.
10
<PAGE> 13
<TABLE>
<CAPTION>
Stock Options Granted During Fiscal Year
- ----------------------------------------------------------------------------------------------------------------
Individual Grants
- --------------------------------------------------------------------------
Securities Percent of Potential Realizable Value at
Under- Total Exercise Assumed Annual Rates of Stock Price
lying Options/ or Base Appreciation for Option Term*
Options/ SARs Granted Price -------------------------------------
SARs to Employees
Granted in Fiscal ($ per Expiration
Name (number) Year share) Date 0% 5% 10%
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Koss 0 n/a n/a n/a n/a n/a n/a
- ----------------------------------------------------------------------------------------------------------------
Michael J. Koss 10,000 19.0% $8.08 April 3, 2000 $(7,300) $13,007 $37,572
- ----------------------------------------------------------------------------------------------------------------
John Koss, Jr. 7,500 14.3% $8.08 April 3, 2000 $(5,475) $ 9,755 $28,179
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* Based on the "fair market value" as determined under the Company's
Flexible Incentive Stock Plan (which provides that the "fair market
value" for purposes thereof is the average of the closing prices on the
five trading days immediately preceding the grant of such option) of
$7.35 per share on April 3, 1995, the date such options were granted.
The Exercise Price is equal to 110% of the "fair market value," as so
determined, on the date of grant.
AGGREGATE STOCK OPTION EXERCISES DURING THE FISCAL YEAR. The following
table provides certain information about stock option exercises by the Named
Executive Officers during the fiscal year ended June 30, 1995.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Value of Unexercised In-the-
Number of Securities Money Options at Fiscal Year
Underlying Unexercised End (2)
Shares Options/SARs at Fiscal Year
Acquired on Value End (dollars)
Exercise Realized(1) -------------------------------------------------------------
Unexer- Unexer-
Name (number) (dollars) Exercisable cisable Exercisable cisable
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John C. Koss 250,000 $1,250,000 0 0 n/a n/a
- ------------------------------------------------------------------------------------------------------------------
Michael J. Koss 22,500 $ 212,275 130,000 182,500 $21,025 $126,563
- ------------------------------------------------------------------------------------------------------------------
John Koss, Jr. 0 n/a 42,500 45,000 $65,288 $ 44,263
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the closing price of the Company's Common Stock, as reported on
The Nasdaq Stock Market, on the date(s) of exercise.
(2) Based on the $6.125 per share closing price of the Company's Common
Stock, as reported on The Nasdaq Stock Market, on June 30, 1995. Options
are "in-the-money" if the fair market value of the stock on the date
indicated exceeds the exercise price.
11
<PAGE> 14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. John C.
Koss, who is the Chairman of the Board and an executive officer of the Company,
serves on the Compensation Committee.
DIRECTOR COMPENSATION. Since May 19, 1993, Directors who are not also
employees of the Company have received compensation of $1,250 per director per
meeting.
OTHER COMPENSATION ARRANGEMENTS. The Company has certain other
compensation plans and arrangements which are available to the CEO and certain
of the Named Executive Officers including the following:
SUPPLEMENTAL MEDICAL CARE REIMBURSEMENT PLAN. Each officer of the
Company is covered by a medical care reimbursement plan for all
medical expenses incurred which are not covered under group health
insurance up to an annual maximum of 10% of salary. Amounts
reimbursed under this Plan are included under the column headed "All
Other Compensation" in the summary compensation table.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. In December 1975, the
Company adopted the KESOT, which is a form of employee benefit plan
designed to invest primarily in employer securities. The KESOT is
qualified under Section 401(a) of the Internal Revenue Code. All
full-time employees with at least six months' uninterrupted service
with the Company are eligible to participate in the KESOT.
Contributions to the KESOT are allocated to the accounts of
participants in proportion to the ratio that a participant's
compensation bears to total compensation of all participants.
Accounts are adjusted each year to reflect the investment experience
of the trust and forfeitures from accounts of non-vested terminated
participants. All unallocated shares will be voted by the KESOT
Trustees as directed by the KESOT Committee. Michael J. Koss and
Cheryl Mike currently serve as KESOT Trustees and as the members of
the KESOT Committee. Voting rights for all allocated shares are
passed through to the participant for whose account such shares are
allocated, and must be voted by the Trustees in accordance with the
participants' direction. As of June 30, 1995, the KESOT owned 351,166
shares of Common Stock of the Company (approximately 10.6% of the
total number of shares outstanding).
OFFICER LOAN POLICY. On January 31, 1980, the Board adopted an
Officer Loan Policy. The significant provisions of the policy are:
(1) the maximum amount to be loaned is limited to one-half of the
officer's annual base salary; (2) the first $10,000 bears no interest;
(3) in the event the loan balance exceeds $10,000, interest is charged
on the entire amount at the minimum rate provided by Section 483 of
the Internal Revenue Code; and (4) the loan will be repaid in
installments or in full upon termination of employment. During the
fiscal year ended June 30, 1995, no officer had an officer loan that
exceeded $60,000.
DEATH BENEFIT AGREEMENT. In 1980, the Company entered into an
agreement with John C. Koss that provides that if he dies prior to
attaining 70 years of age, the Company will pay to his spouse or other
designated beneficiary the sum of $50,000 every six months until the
total benefit paid equals $700,000. The agreement is null and void if
John C. Koss reaches age 70. Life insurance policies designating the
Company as beneficiary are maintained to fund this contingent
liability.
12
<PAGE> 15
RETIREMENT AGREEMENT. The Board of Directors has by resolution agreed
to continue to pay to John C. Koss his current base salary in the
event he becomes disabled prior to age 70. After age 70, Mr. Koss
shall be eligible to receive his current base salary for the remainder
of his life, whether he becomes disabled or not. The Company is
currently recognizing an annual accrued expense of $115,087 in
connection with this Agreement. Mr. Koss is currently 65 years old
and his current base salary is $150,000 per year.
STOCK OPTION PLANS. In 1990, the Board of Directors created, and the
stockholders approved, a new Flexible Incentive Stock Plan. This Plan
is administered by the Compensation Committee and vests the
Compensation Committee with discretionary powers to choose from a
variety of incentive compensation alternatives to make annual
stock-based awards to officers, key employees and other members of the
Company's management team. The Board of Directors recommended, and
the stockholders approved, the reservation of 225,000 shares of
Company Common Stock for issuance pursuant to the Plan in its first
year. At the Company's 1992 Annual Meeting, the stockholders approved
an amendment to the Plan authorizing the reservation of another
250,000 shares of Company Common Stock for issuance to Plan
participants. At the Company's 1993 Annual Meeting, the stockholders
approved an amendment to the Plan authorizing the reservation of an
additional 300,000 shares of Company Common Stock for issuance to Plan
participants. John C. Koss is not eligible for any grants since he is
a member of the Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.
Under Securities and Exchange Commission ("SEC") rules, the Company is
required to provide certain information concerning compensation provided to the
Company's Chief Executive Officer and the Named Executive Officers. The
disclosure requirements for these individuals include the use of tables and a
report of the Committee responsible for compensation decisions for these
individuals, explaining the rationale and considerations that led to those
compensation decisions. Therefore, the Compensation Committee of the Board of
Directors has prepared the following report for inclusion in this Proxy
Statement:
The Compensation Committee of the Board of Directors
("Compensation Committee") is composed of Mr. Stollenwerk, Mr.
Mattson, Mr. Hunter and the Chairman of the Board, John C. Koss. The
Compensation Committee is responsible for the review of all employee
salaries in excess of $45,000. The Compensation Committee also
reviews all bonus, commission and stock option programs. The
Compensation Committee meets as a group each spring and reviews its
report with the full board prior to the end of the fiscal year. This
system enables management to plan the following year more
appropriately.
The Company employs a compensation program linked to
company-wide performance and individual achievement. All employees
are reviewed twice each year. Raises in salary are made in July when
necessary or when promotions are announced. The base salaries of
individuals are related to market as compared with other light
assembly or manufacturing companies. In addition, the Company has an
Employee Stock Ownership Plan and Trust and a 401(k) Plan. The
Company also has a cafeteria
13
<PAGE> 16
benefits plan to provide flexibility to employees to choose their own
health care and associated benefits package from an array of
offerings. The Company shares the cost of medical insurance with its
employees.
The Company's executive officers are paid base salaries
commensurate with their responsibilities. Executive salaries have
been compared with data in an annual national survey.
Executive Officers are also eligible for annual bonuses based
upon individual and overall company performance. Factors relevant to
determining such bonuses include attainment of corporate revenue and
earnings goals and the development of new accounts. The Company's
Vice President-Sales is also entitled to receive a commission based
upon predetermined incremental increases in sales over the prior year,
and a bonus for obtaining new accounts from a predetermined list of
potential new accounts.
The Compensation Committee annually reviews and determines the
Compensation of Michael J. Koss, President and Chief Executive
Officer. Michael J. Koss' salary is based on his experience,
responsibilities, historical salary levels for himself and other
executive officers of the Company, and the salaries of Chief Executive
Officers of other companies with similar responsibilities. Michael J.
Koss is eligible for a bonus based on the Company's earnings before
interest and taxes. He also participates in the Company's Stock
Option Plan.
COMPENSATION COMMITTEE
JOHN C. KOSS
JOHN J. STOLLENWERK
LAWRENCE S. MATTSON
VICTOR L. HUNTER
THE REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED
INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY
REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES
ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934 (TOGETHER,
THE "ACTS"), EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY
INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE
DEEMED FILED UNDER SUCH ACTS.
14
<PAGE> 17
RELATED TRANSACTIONS.
The Company leases its main plant and offices in Milwaukee, Wisconsin
from its Chairman, John C. Koss. As of June 25, 1993, the lease was renewed
for a period of ten years, and is being accounted for as an operating lease.
The new lease extension increases the rent from $280,000 per year (plus a
Consumer Price Index increase in 1994) to a fixed rate of $350,000 per year for
three years and $380,000 for the seven years thereafter. The Company is
responsible for all property maintenance, insurance, taxes and other normal
expenses related to ownership. The lease is on terms no less favorable to the
Company than those that could be obtained from unaffiliated parties.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Due to the complexity of the SEC rules under Section 16 of the
Securities Exchange Act of 1934 (the "Act"), which relate to the filing of
reports with the SEC concerning the beneficial ownership of Company securities
by certain management officials, the Company agreed to assist employees in
filing reports pursuant to Section 16 of the Act, including Form 4 monthly
transaction reports, for those reporting persons who so requested and who
agreed to advise the Company of changes in the ownership of the Company's
equity securities. To the best of the Company's knowledge and belief, based
solely on the review of reports filed with the SEC and upon written
representations by certain officers and directors, there were no delinquent
Section 16 reports during the fiscal year ended June 30, 1995.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
15
<PAGE> 18
STOCK PRICE PERFORMANCE INFORMATION.
The graph and table below set forth information comparing the yearly
cumulative total return on the Company's common stock over the past five years
with the yearly cumulative total return on (1) stocks included in the NASDAQ
Stock Market (US Companies) Index, and (2) a group of peer companies ("Peer
Group"). The Peer Group, which was selected by the Company, consists of Boston
Acoustics, Inc., Carver Corporation, Polk Audio, Inc., and Recoton Corporation.
For purposes of the graph and table, it is assumed that on June 30, 1990, $100
was invested in the stock of each of (i) the Company, (ii) the companies on the
NASDAQ Stock Market (US Companies) Index, and (iii) the companies in the Peer
Group (the cumulative return for the investment in the stock of companies in
the Peer Group is weighted according to the relative market capitalization of
each company as adjusted at the end of each fiscal year shown on the table).
The graph and table also assume that all dividends paid were reinvested in the
stock of the issuing companies. THE STOCK PRICE PERFORMANCE INFORMATION SHOWN
IN THE GRAPH AND TABLE BELOW SHOULD NOT BE CONSIDERED INDICATIVE OF FUTURE
PERFORMANCE.
PERFORMANCE GRAPH
KOSS CORPORATION
CUMULATIVE TOTAL SHAREHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
6/30/90 6/30/91 6/30/92 6/30/93 6/30/94 6/30/95
<S> <C> <C> <C> <C> <C> <C>
KOSS CORP $ 100.00 $ 64.60 $ 87.50 $ 358.33 $ 450.00 $ 204.17
NASDAQ (US) $ 100.00 $ 105.89 $ 127.20 $ 159.97 $ 161.56 $ 215.36
PEER GROUP $ 100.00 $ 113.24 $ 129.56 $ 139.86 $ 234.53 $ 241.01
</TABLE>
16
<PAGE> 19
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Price Waterhouse has served the Company as its independent auditors
since September 1992. Representatives of Price Waterhouse are expected to be
present at the Meeting, and will have the opportunity to make a statement if
they desire to do so. The Price Waterhouse representatives are expected to be
available to respond to appropriate questions at the Meeting.
The Board of Directors, following the recommendation of its Audit
Committee, has retained Price Waterhouse as independent accountants to audit
the consolidated financial statements of the Company and its subsidiaries for
the fiscal year ending June 30, 1996. Unless otherwise directed, the proxy
will be voted in favor of the ratification of such appointment.
Although this appointment is not required to be submitted to a vote by
stockholders, the Board believes it appropriate, as a matter of policy, to
request that the stockholders ratify the appointment. If stockholder
ratification (by the affirmative vote of a majority of the shares of Common
Stock present in person or represented by proxy at the Meeting) is not
received, the Board will reconsider the appointment.
THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" RATIFICATION
OF PRICE WATERHOUSE AS INDEPENDENT
ACCOUNTANTS FOR THE YEAR
ENDING JUNE 30, 1996
ITEM 3. TRANSACTION OF OTHER BUSINESS
The Board of Directors of the Company is not aware of any other
matters that may come before the meeting. If any other matters are properly
presented to the meeting for action, it is the intention of the persons named
as Proxies in the enclosed form of proxy to vote such proxies in accordance
with the best judgment of a majority of the Proxies on such matters.
By Order of the Board of Directors
Richard W. Silverthorn, Secretary
Milwaukee, Wisconsin
September 25, 1995
17
<PAGE> 20
<TABLE>
<S><C>
KOSS (R) CORPORATION I, the undersigned participant in the Koss Corporation Employee Stock
KESOT PARTICIPANTS Ownership Plan and Trust ("KESOT"), having received the Notice of Annual
4129 North Port Washington Avenue Meeting of Stockholders of Koss Corporation ("Company") and the Proxy
Milwaukee, Wisconsin 53212 Statement furnished therewith ("Proxy Statement"), hereby instruct Michael J.
Koss and Cheryl Mike, as Trustees of the Trust created pursuant to the KESOT,
to vote the shares of Common Stock of the Company allocated to my account
under the KESOT as of the record date, on the following proposals to be
presented at the Annual Meeting of Stockholders of the Company to be held
on October 19, 1995, and at any adjournment thereof, in accordance with
the following instructions:
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nonimees listed below
JOHN C. KOSS, THOMAS L. DOERR, VICTOR L. HUNTER, MICHAEL J. KOSS, LAWRENCE S. MATTSON,
MARTIN F. STEIN AND JOHN J. STOLLENWERK
(INSTRUCTION To withhold authority to vote for any individual nominee write that nominee's name on the space provided below.)
_____________________________________________________________________________________________________________________________
2. THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE L.L.P. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 1996. / / FOR / / AGAINST / / ABSTAIN
(continued on reverse side)
PROXY NO. NO. OF SHARES
YOUR VOTE IS BEING SOLICITED BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF THE KESOT. THE COMPANY'S BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR AND IN FAVOR OF PROPOSAL 2.
IF YOU RETURN THIS CARD PROPERLY SIGNED BUT DO NOT OTHERWISE SPECIFY, SHARES ALLOCATED TO YOUR KESOT ACCOUNT WILL BE VOTED
FOR ALL NOMINEES LISTED FOR DIRECTOR AND IN FAVOR OF PROPOSAL 2. IF OTHER MATTERS PROPERLY COME BEFORE THE MEETING, SHARES
ALLOCATED TO YOUR KESOT ACCOUNT WILL BE VOTED BY THE TRUSTEES AS DIRECTED BY THE KESOT PLAN COMMITTEE. IF YOU DO NOT RETURN
THIS CARD, SHARES ALLOCATED TO YOUR KESOT ACCOUNT WILL BE VOTED BY THE TRUSTEES AS DIRECTED BY THE KESOT COMMITTEE.
__________________________________________________
Participant's Signature
__________________________________________________
Date
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY
</TABLE>
<PAGE> 21
<TABLE>
<S><C>
KOSS (R) CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
4129 North Port Washington Avenue The undersigned hereby appoints John C. Koss and Lawrence S. Mattson as Proxies, each with
Milwaukee, Wisconsin 53212 full power of substitution for himself, and hereby authorizes them to represent and to
vote, as designated below, all the shares of common stock of Koss Corporation held as of
the record date and which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on October 19, 1995 and any or all adjournments thereof, with like
effect as if the undersigned were personally present and voting.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to vote for all
to the contrary below) nominees listed below
JOHN C. KOSS, THOMAS L. DOERR, VICTOR L. HUNTER, MICHAEL J. KOSS, LAWRENCE S. MATTSON,
MARTIN F. STEIN AND JOHN J. STOLLENWERK
(INSTRUCTION To withhold authority to vote for any individual nominee write that nominee's
name on the space provided below.)
__________________________________________________________________________
| |
|__________________________________________________________________________|
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT AUDITORS OF THE CORPORATION FOR THE FISCAL YEAR ENDING
JUNE 30, 1996.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Properly executed proxies received by the Company will be voted in the manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted for the election of all seven nominees listed for director and FOR Proposal 2. If no
other matters properly come before the meeting, this proxy will be voted in accordance with the best judgment of the Proxies
appointed.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement furnished
therewith.
_________________________________________
| |
| |
DATED: __________________________, 1995 | |
|_________________________________________|
Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, executors,
administrators, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
