<PAGE>
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
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Lee Pharmaceuticals
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Lee Pharmaceuticals
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
LEE PHARMACEUTICALS
1434 Santa Anita Avenue
South El Monte, California 91733
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The Annual Meeting of the Stockholders of LEE PHARMACEUTICALS, a California
corporation, will be held at 1434 Santa Anita Avenue, South El Monte,
California, on Tuesday, May 9, 1995, at 1:30 p.m., for the following purposes:
1. To elect directors for the ensuing year or as otherwise provided in the
Bylaws;
2. To approve the appointment of Meir & Meir as independent auditors;
3. To transact such other business as may properly come before the meeting or
any adjournments thereof.
The Board of Directors has fixed March 13, 1995, at the close of business,
as the record date for the determination of stockholders entitled to receive
notice of, and to vote at, the meeting and any adjournments thereof.
WE URGE YOU TO VOTE ON THE BUSINESS TO COME BEFORE THE MEETING BY EXECUTING
AND RETURNING THE ENCLOSED PROXY OR BY CASTING YOUR VOTE IN PERSON AT THE
MEETING.
By order of the Board of Directors.
MICHAEL L. AGRESTI, Secretary
South El Monte, California
April 13, 1995
<PAGE>
LEE PHARMACEUTICALS
1434 Santa Anita Avenue
South El Monte, California 91733
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS -- MAY 9, 1995
This statement is furnished in connection with the Annual Meeting of the
Stockholders to be held on May 9, 1995. Stockholders of record at the close of
business on March 13, 1995 will be entitled to vote at the meeting and this
statement was mailed to each of them on approximately April 13, 1995.
VOTING SECURITIES OF THE COMPANY
Common Stock, of which 4,135,162 shares were outstanding on the record
date, constitutes the only security of the Company the holders of which are
entitled to vote at the meeting. Each share of stock is entitled to one vote
except that stockholders have cumulative voting rights with respect to the
election of directors. They may exercise such rights either in person or by
proxy. Cumulative voting entitles a stockholder to give one nominee a number of
votes equal to the number of directors to be elected, multiplied by the number
of shares owned by such stockholder, or to distribute his votes on the same
principle between two or more nominees as he sees fit. However, no shareholder
shall be entitled to cumulate votes unless the candidate's name has been placed
in nomination prior to the voting and the shareholder, or any other shareholder,
has given notice at the meeting prior to the voting of his intention to cumulate
his votes.
PROXIES
Proxies are being solicited by the Company, and the persons named as
proxies were selected by the Company. The Company will bear all costs of the
solicitation (estimated to be $7,000) and will reimburse brokers or other
persons holding stock in their names or in the names of their nominees for
reasonable expenses in forwarding proxies and proxy material to the beneficial
owners of stock. Any stockholder given a proxy has the right to revoke it at
any time.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the only person who, as of December 31,
1994, was known to the Company to be beneficial owner of more than five percent
of the Company's Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OWNED PERCENT
OF BENEFICIAL OWNER AT DECEMBER 31, 1994 OF CLASS
<S> <C> <C>
Dr. Henry L. Lee 543,787 shares (1) 13%
1444 Santa Anita Avenue
South El Monte, CA 91733
<FN>
(1) Includes 52,000 shares of the Company's common stock which Dr. Lee holds as
trustee for the benefit of certain family members. He has the right to vote
such shares but otherwise disclaims beneficial ownership. Also, includes 78,667
shares subject to options exercisable at or within 60 days after December 31,
1994 and 66,286 shares held under the Company's Employee Stock Ownership Plan
and Trust ("Plan").
</TABLE>
The following table sets forth the ownership of the Company's Common Stock by
its directors and its officers and directors as a group.
<TABLE>
<CAPTION>
COMPANY SHARES
BENEFICIALLY OWNED ON PERCENT
NAME DECEMBER 31, 1994 OF CLASS
<S> <C> <C>
Dr. Henry L. Lee 543,787 (2) (3) 13%
Ronald G. Lee 152,745 (2) (3) 4%
Theo. H. Dettlaff 143,636 (2) (3) 3%
Michael L. Agresti 82,352 (2) (3) 2%
Dennis F. Holt 5,000 (3) *
Dr. Charles R. Plott 5,000 (3) *
William M. Caldwell IV 5,000 (3) *
All officers and directors
as a group (7 persons) 937,520 (2) (3) 21%
<FN>
(2) Includes shares held under the Plan.
(3) Includes shares subject to options exercisable at or within 60 days after
December 31, 1994.
* less than 1%
</TABLE>
1
<PAGE>
ELECTION OF DIRECTORS
At the meeting, six (6) directors are to be elected for the ensuing year
and until their successors are duly elected and qualified or as otherwise
provided in the Bylaws.
If the enclosed proxy is duly executed and received in time for the
meeting, the shares represented thereby will be voted, and it is the intention
of the persons named therein to vote, absent instruction to the contrary, for
the six (6) persons listed below who are currently directors of the Company and
were nominated by the Board of Directors for re-election as directors of the
Company. In the event any nominee for director becomes unavailable and a
vacancy exists, it is intended either (a) that the persons named in the proxy
will vote for a substitute who will be designated by the Board of Directors, or
(b) that the number of directors will be reduced accordingly.
DIRECTORS AND EXECUTIVE OFFICERS
NAME AND A DIRECTOR
POSITIONS HELD PRINCIPAL OCCUPATION OR OFFICER
WITH COMPANY AGE DURING THE PAST FIVE YEARS (1) SINCE
- - --------------------------------------------------------------------------------
DR. HENRY L. LEE 68 Chairman of the Board of the Company. 1971
Chairman of the Board
RONALD G. LEE 42 President of the Company. 1977
President and Director
THEO. H. DETTLAFF 64 President of Consumer Products 1979
Vice President, Division and Director of the Company.
President of Consumer
Products Division and
Director
DENNIS F. HOLT 58 President and Chief Executive Officer 1977
Director of Western International Media Corp.,
a company which purchases radio and
television time on behalf of advertisers.
DR. CHARLES R. PLOTT 56 Professor of Economics, Calif. Institute 1978
Director of Technology.
MICHAEL L. AGRESTI 52 Vice President - Finance, Treasurer and 1977
Vice President - Secretary of the Company.
Finance, Treasurer and
Secretary
WILLIAM M.
CALDWELL IV 47 President of Union Jack Group, Inc., 1987
Director a merchant banking firm from 1988 to
1944.
(1) None of the companies named, other than the Company, is a parent,
subsidiary or other affiliate of the Company.
All Directors attended all three meetings of the board and any committee of
the board on which such director served except Dennis F. Holt who missed
one meeting of the Board of Directors. The Company has an audit committee
which consists of four directors; Henry L. Lee, Ronald G. Lee, William M.
Caldwell IV and Charles R. Plott. There were two audit committee meetings
held during the fiscal year. The Company does not have a nominating or
compensation committee.
FAMILY RELATIONSHIPS
Ronald G. Lee is the son of Dr. Henry L. Lee.
2
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to renumeration
paid by the Company to the executive officers of the Company with total annual
salary and bonus of at least $100,000 for services in all capacities while
acting as officers and directors of the Company during the fiscal years ended
September 30, 1994, 1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
-------------------
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------- --------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) COMPENSATION ($) OPTIONS (#) COMPENSATION ($)
- - ------------------ ---- ---------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Dr. Henry L. Lee, 1994 137,932 3,028(1) 55,000(4) 231(5)
Chairman 1993 249,544 9,174(1) 22,177(5)
1992 242,143 9,045(1) 10,981(5)
Ronald G. Lee, 1994 206,244 3,884(2) 55,000(4) 1,909(6)
President & Director 1993 225,852 5,464(2) 24,464(6)
1992 221,830 4,806(2) 11,546(6)
Theo. H. Dettlaff, Vice 1994 185,791 55,000(4) 2,728(7)
President, President 1993 209,480 25,569(7)
of Consumer Products 1992 200,642 7,188(3) 13,846(7)
Division & Director
<FN>
(1) Includes reimbursement of medical and dental expense not covered by the
Company's insurance plan of $1,294 and a non-cash fringe benefit of
$1,734 in 1994, $8,116 and $1,058 in 1993 and $6,297 and $2,748 in 1992,
respectively.
(2) Includes reimbursement of medical and dental expense not covered by the
Company's insurance plan of $713 and a non-cash fringe benefit of $3,171
in 1994, $4,383 and $1,081 in 1993 and $1,329 and $3,477 in 1992,
respectively.
(3) Includes a non-cash fringe benefit of $7,188 in 1992.
(4) The Company granted 55,000 stock options on January 24, 1994 which had an
option price of $1.44 at the date of grant.
(5) Amount represents the fair market value of Company shares purchased
and/or forfeitures in the Company's Employee Stock Ownership Plan and
Trust.
(6) Amount represents the fair market value of Company shares purchased
and/or forfeitures in the Company's Employee Stock Ownership Plan and
Trust of $349 in 1994, $22,177 in 1993 and $10,981 in 1992 and life
insurance policy with an annual premium of $1,560 in 1994, $2,287 in 1993
and $565 in 1992.
(7) Amount represents the fair market value of Company shares purchased
and/or forfeitures in the Company's Employee Stock Ownership Plan and
Trust of $311 in 1994, $22,177 in 1993 and $10,981 in 1992 and life
insurance policy with an annual premium of $2,417 in 1994, $3,392 in 1993
and $2,865 in 1992.
Each of the directors of the Company who is not employed by the Company
receives a director's fee of $750 for each quarter and $500 for each
meeting of the Board of Directors attended.
</TABLE>
1985 EMPLOYEE INCENTIVE STOCK OPTION PLAN
The following summary sets forth information as to certain options to
purchase shares of common stock from the Company which were granted under the
Company's 1985 Employee Incentive Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- - ------------------------------------------------------------------------------------------
% of Total
Options Granted
Options to employees in Exercise of Base Expiration
Name Granted (#) Fiscal Year Price ($/Share) Date
- - ---- ----------- ----------- --------------- ----
<S> <C> <C> <C> <C>
Henry L. Lee 55,000 27 1.44 1/23/99
Ronald G. Lee 55,000 27 1.31 1/23/99
Theo. H. Dettlaff 55,000 27 1.31 1/23/99
</TABLE>
3
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Unexercised
Options at
Fiscal Year End (#)
Exercisable/
Name Unexercisable
- - ---- -------------
<S> <C>
Henry L. Lee 78,667/74,333
Ronald G. Lee 78,667/74,333
Theo. H. Dettlaff 78,667/74,333
</TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
The Company established an Employee Stock Ownership Plan and Trust ("Plan")
effective December 1, 1985. The Plan is a tax-qualified employee stock
ownership plan which is designed to invest primarily in the common stock of the
Employer for the benefit of the employees and their beneficiaries.
The benefits provided by the Plan are paid for entirely by the Employer.
The Employer contributions are used to purchase the common stock of the
Employer, which is credited to the individual accounts maintained for each
participant. In addition to providing an opportunity for employees to
participate in the Employer's growth through stock ownership and to provide
funds for employees' retirement, the Plan is designed to be available as a
technique of corporate finance to the Employer.
All employees who had completed at least a six-month period of service with
the Employer as of the effective date of this Plan (December 1, 1985) became
participants in the Plan as of such date. Every other employee will become a
participant in the Plan as of the first day of the month coinciding with or next
following the date upon which he completes a six-month period of service
provided that he is employed by the Employer on such date.
The Employer makes contributions only on behalf of the participants who are
employed by it on the last day of each Plan year, September 30. Contributions
made on behalf of the employees will not be taxable to them until the time
benefits are actually paid to them.
Effective October 1, 1989, the Plan consists of two (2) parts: Plan A, a
stock bonus plan, and Plan B, a money purchase pension plan. The Company's
Board of Directors determines the amount to be contributed annually to Plan A up
to a maximum of fifteen percent (15%) of participant compensation for the Plan
year (October 1 through September 30). The contribution under Plan B is a non-
discretionary amount equal to ten percent (10%) of participant compensation for
the Plan year. The contribution by the Company to the Trust for any single Plan
year cannot exceed twenty-five percent (25%) of the total compensation paid to
Plan participants for the year.
Company contributions are allocated to each Participant's Company
Contribution Account in the proportion that his compensation for the Plan year
bears to the total compensation paid to all participants for the Plan year.
Forfeitures which arise under Plan A are allocated to the accounts of the other
participants at the end of the Plan year during which the forfeitures arise due
to termination of employment in the same manner as Company contributions are
allocated. Forfeitures which arise under Plan B are used to offset the
Company's required contribution under Plan B.
The term "vested" as applied in the context of employee benefit plans
refers to that portion of a participant's accounts which has become
nonforfeitable because the participant has accrued a certain number of period-
of-service credits. If a participant reaches normal retirement age (age 65),
becomes permanently disabled, dies or retires at age 65, his interest in his
accounts becomes immediately 100% vested, i.e. nonforfeitable.
The Plan has been amended to conform with the requirements of the Tax
Reform Act of 1986 and effective October 1, 1989, the vesting schedule of the
Plan is as follows:
PERIOD OF SERVICE VESTED PERCENTAGE
Less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
7 years 100%
The following tabulation shows the interest in the Plan and vesting
percentages of the officers who are named in the Cash Compensation Table and all
executive officers as a group as of September 30, 1994.
4
<PAGE>
<TABLE>
<CAPTION>
INTEREST IN THE PLAN
SHARES OF CASH VESTED
NAME COMMON STOCK AMOUNT PERCENTAGE
<S> <C> <C> <C>
Henry L. Lee 66,286 $ 9,058 100%
Theo. H. Dettlaff 64,937 $ 9,100 100%
Ronald G. Lee 63,878 $ 8,850 100%
Michael L. Agresti 28,900 $ 4,046 100%
All executive officers 224,001 $31,054 100%
as a group (4 persons)
</TABLE>
Effective July 1, 1993, the plan was amended for a second time. On June
30, 1993 Plan B was canceled; therefore, all participants became 100% vested, in
Plan B only, effective July 1, 1993. No contribution was made to Plan A or B
for the period October 1, 1993 through September 30, 1994.
1987 STOCK OPTION PLAN
Effective December 10, 1987 the Board of Directors adopted a 1987 Stock
Option Plan for the purpose of granting to the outside directors of the Company
stock options to purchase shares of the Company's Common Stock. A maximum of
50,000 shares of Common Stock may be issued upon exercise of the options granted
under the plan. The price to be paid for shares covered by each option shall be
the fair market value at the date of the grant. The grant of non-qualified
stock options does not result in any taxable income to the participant or in any
tax deduction to the Company. Upon the exercise of a non-qualified option, the
excess of the market value of the shares acquired over their cost to the
participant is taxable to the participant as ordinary income and is deductible
by the Company, subject to the usual rules relating to the reasonableness of
compensation. The participant's tax basis for the shares is their fair market
value at the time of exercise. Income realized on the exercise of a non-
qualified stock option is subject to federal and state withholding taxes.
In the event a participant sells or exchanges stock received upon exercise
of a non-qualified option, he or she will realize long-term or short-term
capital gain or loss depending upon the holding period for the shares and the
amount realized in the transaction. Long-term capital gains and short-term
capital gains will be taxed as ordinary income.
Upon the exercise of a non-qualified option by a participant who is subject
to Section 16(b) of the Exchange Act, the appreciation, taxable as ordinary
income, is measured at the expiration of a six-month restricted holding period,
based on the fair market value of the stock at that date. With respect to the
stock received upon the exercise of non-qualified options, such persons may
instead elect to pay the tax on the stock's value at the date of exercise by
filing an election within 30 days of the date of exercise. The holding period,
for tax purposes, for any shares received commences on the expiration of the
six-month restricted period, or if elected, the date of exercise. No options
shall be exercisable until one and one-half years from the date of grant. The
options will expire five years from the date of grant.
The following summary sets forth information as to all options to purchase
shares of Common Stock from the Company which were granted to outside directors
under the Company's 1987 Stock Option Plan.
<TABLE>
<CAPTION>
UNEXERCISED
SEPTEMBER 30, 1994
NUMBER AVERAGE OPTION
OF SHARES PRICE PER SHARE
<S> <C> <C>
Dennis F. Holt 16,600 $ 1.48
Charles R. Plott 16,600 $ 1.48
William M. Caldwell IV 16,600 $ 1.48
All directors as a group (3 persons) 30,000 $ 1.48
</TABLE>
As of September 30, 1994, 15,000 of the above options were exercisable.
RELATED-PARTY TRANSACTIONS
Dennis Holt, a Director of the Company, is an owner, president and chief
executive officer of Western International Media Corp., a company which
purchases radio and television time on behalf of advertisers. During the fiscal
year ended September 30, 1994 and 1993, the Company purchased approximately
$61,000 and $985,000, respectively, of television time from Western
International Media Corp. to advertise its products. Western International
Media Corp. realized a commission of approximately $3,000 and $49,000 from the
purchase of such time during fiscal years ended September 30, 1994 and 1993,
respectively.
Henry L. Lee, Chairman of the Board, has advanced funds to the Company,
from time to time, in return for notes payable. Additional funds were advanced
to the Company during fiscal year ended September 30, 1994 in the amount of
$350,000 by the Company's Chairman and $40,000 by the Company's President. In
September 1994, the terms of the notes were amended to provide for repayment in
full in March 1995 and January 1998. Interest is payable monthly
5
<PAGE>
at a bank's prime rate, 7.75% on September 30, 1994. At September 30, 1994, the
amount of loans outstanding from the Chairman was $1,074,000. During fiscal
year ending September 30, 1994, the total interest expensed to related parties
was $194,000 out of which $103,000 was paid and $91,000 was accrued as of
September 30, 1994.
The Chairman is a majority shareholder with a freight consulting firm.
During fiscal year ending September 30, 1994, the Chairman's firm provided the
Company with analysis of freight shipments and development of expert system type
computer programs for traffic management. The total consulting fees
approximated $113,000, of which $75,000 was paid and $38,000 was payable as of
September 30, 1994. There were no consulting fees charged by the Chairman's
firm during fiscal year ending September 30, 1993.
In 1991, the Company sold and leased back two of its operating facilities
in a transaction with its Chairman. An initial gain was recognized and a
deferred gain was recorded which is to be amortized over the term of the two
leases which expire November 2000. The amount of deferred gain recognized
during 1994 and 1993 was $65,000.
APPOINTMENT OF INDEPENDENT AUDITORS
Stockholders will be asked to approve the appointment of Meir & Meir as
independent auditors of the Company for the fiscal year 1995. Meir & Meir has
served as independent auditors of the Company commencing September 29, 1994. A
representative of Meir & Meir is expected to be present at the meeting and shall
have the opportunity to make any statements he desires to make and to respond to
appropriate questions.
The following resolution will be offered by the management at the meeting:
RESOLVED that the selection of the accounting firm Meir & Meir as the
independent auditors of the Company for the fiscal year ending September 30,
1995 is hereby ratified and approved.
As previously reported in a Current Report on Form 8-K, on October 3, 1994,
the Board of Directors of Lee Pharmaceuticals authorized, effective September
30, 1994, (1) the termination of the engagement of Kellogg & Andelson as
independent auditors for Lee Pharmaceuticals for the fiscal year ended September
30, 1994 and (2) the engagement of Meir & Meir, 139 South Beverly Boulevard,
Suite 204, Beverly Hills, California 90212, as independent auditors for Lee
Pharmaceuticals for fiscal 1994. Meir & Meir was engaged as the Company's
principle independent auditors on September 29, 1994.
During the fiscal year ended September 30, 1993 and through September 29,
1994 there were no disagreements with Kellogg & Andelson on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Kellogg & Andelson would have caused them to make reference in connection with
their report to the subject matter.
Prior to such firm's engagement, Meir & Meir was not consulted by the
Company (or anyone acting on its behalf) regarding (1) either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on Lee Pharmaceuticals'
financial statements or (2) any matter that was either the subject of a
"disagreement" of a "reportable event" as such terms are defined in Regulation
S-K promulgated by the Securities and Exchange Commission.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting of the stockholders must be received by the Company for inclusion in its
proxy statement and form of proxy relating to such meeting on or before
October 1, 1995.
OTHER MATTERS
The management is not aware of any other matters to be presented to the
meeting for action by the stockholders. If any other matters should properly
come before the meeting, the persons named in the enclosed proxy form will vote
the proxies in accordance with their best judgement.
By order of the Board of Directors.
South El Monte, California MICHAEL L. AGRESTI, Secretary
April 13, 1995
6
<PAGE>
PROXY
---------
---------
LEE PHARMACEUTICALS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 9, 1995
The undersigned, a stockholder of LEE PHARMACEUTICALS, hereby constitutes and
appoints DR. HENRY L. LEE, JR. and MS. HEATHER ROGERS, or each of them (with
full power to act without the other), as proxy, of the undersigned with full
power of substitution, for and in the name, place and stead of the undersigned,
to attend the Annual Meeting of Stockholders of said Company called to be held
at 1434 Santa Anita Avenue, South El Monte California, on Tuesday May 9, 1995 at
1:30 o'clock p.m. and any adjournment thereof, and thereat to vote as designated
below the number of votes or shares the undersigned would be entitled to vote
and with all powers the undersigned would possess if personally present:
1. ELECTION OF DIRECTORS / / FOR all nominees listed below (EXCEPT AS
MARKED TO THE CONTRARY BELOW)
/ / WITHHOLD AUTHORITY to vote for all nominees
listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
BOX NEXT TO THE NOMINEE'S NAME BELOW.)
/ / Henry L. Lee, Jr. / / Dennis F. Holt / / Charles R. Plott
/ / Ronald G. Lee / / William M. Caldwell IV / / Theo. H. Dettlaff
2. PROPOSAL TO APPROVE THE APPOINTMENT OF MEIR & MEIR as independent auditors of
the corporation.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon all matters which may properly come before said meeting, including
matters incident to the conduct of the meeting or any adjournments thereof;
hereby ratifying and confirming all that said attorneys and proxies, or their
substitutes, may lawfully do by virtue thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
Dated: 1995
---------------------------- ----------------------------------
PLEASE MARK/SIGN, DATE AND SIGNATURE
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
----------------------------------
SIGNATURE IF HELD JOINTLY
Please sign exactly as name appears hereon. When shares are held by
the joint tenants, both should sign. When signing as an attorney,
executor, administrator, 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.
This proxy when properly executed will be voted in a manner directed herein by
the above stockholder. If no direction is made, this proxy will be voted for
Proposals 1 and 2.
