<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 [ ]
[ ] 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
MRL, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Names 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), 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
MRL, INC.
287 N. LINDBERGH, SUITE 206
ST. LOUIS, MISSOURI 63141-7840
------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 1996
------------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of MRL,
Inc., will be held at the Bogey Hills Country Club, 1120 Country Club Road,
St. Charles, Missouri on Tuesday, June 18, 1996, at 10:00 a.m., for the
following purposes:
1. to elect a board of seven directors; and
2. to transact such business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record at the close of business on April 19, 1996 will
be entitled to vote at the meeting. A list of all stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address
of and number of shares held by each stockholder, will be open during usual
business hours to the examination of any stockholder for any purpose germane
to the annual meeting for 10 days prior to the meeting at the office of the
Company set forth above.
A copy of the Annual Report for the Company's fiscal year ended January
31, 1996, accompanies this notice.
By order of the Board of Directors
Alan G. Johnson
Secretary
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE SO THAT YOUR
SHARES MAY BE REPRESENTED AND VOTED AT THE MEETING ACCORDING TO YOUR WISHES.
<PAGE> 3
MRL INC.
112 POINT WEST BLVD., SUITE 500
ST. CHARLES, MISSOURI 63301
-------------------------------
PROXY STATEMENT
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of MRL, Inc.
(the "Company"), for use at the annual meeting of the Company's stockholders
to be held at Bogey Hills Country Club, 1120 Country Club Road, St. Charles,
Missouri on Tuesday, June 18, 1996, at 10:00 a.m. and at any adjournment
thereof. Whether or not you expect to attend the meeting in person, please
return your marked and executed proxy so that the shares represented thereby
will be voted in accordance with your wishes. The first mailing of proxies
to stockholders will occur on or about May 17, 1996.
REVOCATION OF PROXY
If, after sending in your proxy, you decide to vote in person or desire
to revoke your proxy for any other reason, you may do so by notifying the
Secretary of the Company in writing of such revocation at any time prior to
the voting of the proxy. An executed proxy with a later date will also
revoke a previously furnished proxy.
RECORD DATE
Stockholders of record at the close of business on April 19, 1996, will
be entitled to vote at the meeting.
ACTION TO BE TAKEN UNDER PROXY
Unless otherwise directed by the giver of the proxy, the persons named
in the enclosed form of proxy, to wit, Walter Funk, Jr. and Larry J.
Stallings, or the one of them who acts, will vote:
(1) FOR the election of the seven persons named herein as nominees for
directors of the Company to hold office for one year and until their
successors have been duly elected and qualify;
(2) according to their judgment on the transaction of such other
business as may properly come before the meeting or any adjournment
thereof.
Should any nominee named herein for election as a director become
unavailable for any reason, it is intended that the persons named in the
proxy will vote for the election of such other person in his stead as may be
designated by the Board of Directors. The Board of Directors is not aware
of any reason that might cause any nominee to be unavailable.
<PAGE> 4
ITEM 1 - ELECTION OF DIRECTORS
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On April 19, 1996, there were 2,685,694 shares of common stock, par
value $.10 per share ("Common Stock"), outstanding and entitled to vote.
Each share is entitled to one vote, and stockholders are entitled to vote
cumulatively in elections of directors; that is, each stockholder may vote
the number of shares held multiplied by seven and may cast all such votes
for a single nominee or may distribute them among any number of nominees.
The affirmative vote of a majority of the votes cast by holders of Common
Stock represented in person or by proxy at the annual meeting is required to
elect directors. Shares represented by proxies which are marked "withhold
authority" with respect to the election of any person to serve on the Board
of Directors will be considered in determining whether the requisite number
of affirmative votes are cast on such matters. Accordingly, such proxies
will have the same effect as a vote against the nominee as to which such
direction applies. With regard to any other matters, abstentions (including
proxies which deny discretionary authority on any matters properly brought
before the meeting) will be counted as shares present and entitled to vote
and will have the same effect as a vote against any such other matters.
Broker non-votes will not be treated as shares represented at the meeting as
to such matter(s) not voted on and therefore will have no effect.
If no directions are given on a proxy card in the election of
directors, the persons named as proxies will vote the shares for the
election of the nominees named in this Proxy Statement. Proxy cards
indicating the withholding of authority to vote for one or any number of the
nominees will be counted for purposes of determining a quorum at the
meeting.
As of April 19, 1996, the following persons were known to the Company,
individually or as a group, to be the beneficial owners, respectively, of
more than 5% of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT
NATURE OF <Fa> OF
NAME AND ADDRESS OWNERSHIP CLASS
- ----------------------------------- -------------- -------
<S> <C> <C>
Walter Funk, Jr., Trustee 240,520 <Fd> 9.0%
of the Walter Funk, Jr. Trust
U/A May 30, 1981
287 N. Lindbergh, Suite 206
St. Louis, Missouri 63141-7840
Max Diamant 240,570 <Fb><Fd> 9.0%
Investment Co.
c/o Margaret Diamant
12386 Topsfield Court
St. Louis, Missouri 63141
John H. Pahlmann, Trustee 59,200 <Fd> 2.2%
of the John H. Pahlmann
Trust U/A March 10, 1988
13361 Fairfield Circle Drive
Chesterfield, Missouri 63017
<PAGE> 5
Halliday's Exchange, Inc. 60,800 <Fc><Fd> 2.3%
7341 Overbrook
St. Louis, Missouri 63121
Larry J. Stallings 711,090 <Fd> 26.5%
287 N. Lindbergh, Suite 206
St. Louis, Missouri 63141-7840
Alan G. Johnson 661,590 <Fd> 24.6%
101 S. Hanley, Suite 1600
St. Louis, Missouri 63105
William C. Cottle 290,000 <Fe> 10.6%
2877 Fairways Circle
St. Charles, Missouri 63301
<FN>
- ------------------------------------
<Fa> Except as otherwise noted, the nature of the beneficial ownership
for all shares is sole voting and sole investment power.
<Fb> Max Diamant Investment Company is a corporation principally owned
by an irrevocable trust, the principal beneficiaries of which are
Margaret Diamant and her two daughters.
<Fc> Halliday's Exchange, Inc. is a corporation owned by William W.
Halliday, his wife, Betty M. Halliday, and their three children.
<Fd> All of the shares of common stock owned by the Max Diamant
Investment Co., the Walter Funk, Jr. Trust, Halliday's Exchange,
Inc. and The John H. Pahlmann Trust (the "Group"), representing in
the aggregate 601,090 shares of the Company's common stock (22.4% of
the issued and outstanding shares), are subject to the provisions of
a Shareholder's Agreement, expiring December 31, 1997, which
provides that all such shares shall be voted in a manner determined
by a majority in number of Walter Funk, Jr., John H. Pahlmann and
William W. Halliday. The Group has entered into an agreement dated
April 6, 1995 with S&J Partnership, a Missouri general partnership
consisting of Larry J. Stallings, President, Chief Executive Officer
and a Director of the Company, and Alan G. Johnson, Secretary and a
Director of the Company (the "Partnership"), under which the Group
has granted the Partnership an option to purchase all of the Group's
shares of issued and outstanding common stock of the Company at an
option exercise price of $2.00 per share at any time through
December 31, 1997. The stock option agreement recites that the
Group is granting the option "...to induce the partners of the
Partnership to give extra attention to the activities of the Company
and to encourage them to seek out and offer to the Company
acquisition and other business transactions which can be entered
into by the Company in order to cause the market price of the common
stock of the Company to increase from its then current bid price of
$0.10 per share to a price of $2.00 per share or higher."
<Fe> Includes 40,000 shares representing presently exercisable options
(see last paragraph under "COMPENSATION OF EXECUTIVE OFFICERS").
</TABLE>
<PAGE> 6
The following table lists the names, ages, principal occupations and
five-year employment histories of nominees for director, each of whom is
currently a director, the periods during which they have served as directors
of the Company and the number of shares and percentage of Common Stock of
the Company beneficially owned by each nominee as of April 19, 1996, the
nature of such ownership, and the number of shares and percentage of Common
stock beneficially owned by all directors and officers as a group. The
table also indicates directorships held by each nominee in companies with a
class of securities registered under or subject to the Securities Exchange
Act of 1934 and companies registered as investment companies under the
Investment Company Act of 1940.
<TABLE>
<CAPTION>
AMOUNT & NATURE
OF BENEFICIAL
OWNERSHIP OF
PRINCIPAL OCCUPATION; DIRECTOR SHARES
NAME (AGE) OTHER DIRECTORSHIPS SINCE (% OF CLASS) <Fa>
- ------------------- --------------------- -------- -----------------
<C> <S> <C> <C>
Walter Funk, Jr. Chairman of the Board since 1960 240,520
(79)<Fb><Ff> October 1990; prior thereto, (9.0%)
consultant since June 1988;
prior thereto, Chairman of
the Board of Directors of the
Company since 1980.
Larry J. Stallings President and Chief Executive 1992 711,090 <Fg>
(54)<Fb> Officer of the Company since (26.5%)
March 1995; Chief Financial Officer
since March 1996; prior thereto,
President of True Fitness Technology
from 1992 to January 1995; prior
thereto, President of General Metal
Products, Inc. from 1987 to 1991.
Lawrence C. Vice Chairman of the Board 1970 114,190 <Fc>
Grazevich (73)<Fb> since June 1988; prior (4.3%)
thereto, Vice Chairman of the
Board and Chief Executive
Officer since 1987; prior
thereto, Vice Chairman and
Chief Operating Officer
since 1980
William W. Halliday Consultant; Director of 1963 60,800 <Fd>
(79)<Fb> Hydraulic Press Brick Company (2.3%)
<PAGE> 7
Alan G. Johnson Secretary, MRL, Inc.; Member 1978 661,590 <Fg>
(61)<Ff> of the law firm of Gallop, (24.6%)
Johnson & Neuman, L.C., St. Louis,
Missouri;Director of KV Pharmaceutical
Company and Siboney Corporation.
John H. Pahlmann Consultant 1968 59,200
(79)<Fb><Ff> (2.2%)
Everett Gray Material Management Consultant 1990 <Fe> 3,000
(71) since 1987; prior thereto, (.1%)
Corporate Director of Material
for General Dynamics Corporation
All Directors and Executive Officers 888,780
as a group (7 persons) -------
(33.1%)
-------
<FN>
- -------------------------
<Fa> Except as otherwise noted, the nature of the beneficial ownership
for all shares is sole voting and sole investment power.
<Fb> Member of the Executive Committee.
<Fc> Includes 6,250 shares owned jointly by Mr. Grazevich and his wife
and 2,340 shares owned by a corporation of which Mr. Grazevich and
his wife are the controlling shareholders (over which shares Mr.
Grazevich is deemed to share voting and investment power) and 35,000
shares subject to presently exercisable options.
<Fd> See Note (c) under "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF."
<Fe> Mr. Gray had served as an advisory director from 1988 until his
election as a director in 1990.
<Ff> Member of the Compensation Committee.
<Fg> See Note (d) under "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF."
</TABLE>
<PAGE> 8
COMMITTEES OF THE BOARD OF DIRECTORS
AND MEETINGS HELD
The Board of Directors held four meetings during the Company's fiscal
year ended January 31, 1996.
The Company has an Audit Committee of the Board of Directors,
consisting of the following directors: John H. Pahlmann (Chairman), Everett
Gray and William W. Halliday. The Audit Committee held two meetings during
fiscal 1996. The principal functions of the Audit Committee are to
recommend to the Board of Directors the independent public accounting firm
that will conduct the annual audit of the Company's accounts, to review the
nature and scope of the audit and to review the financial organization and
accounting practices of the Company and the qualifications and performance
of its current or proposed auditing firm. The Audit Committee also
recommends to the Board of Directors policies concerning the avoidance of
employee conflicts of interest and reviews the administration of such
policies.
The Company has a Compensation Committee of the Board of Directors,
consisting of the following directors: John H. Pahlmann (Chairman), Walter
Funk, Jr., and Alan G. Johnson. The Compensation Committee held two
meetings during fiscal 1996. The principal functions of the Compensation
Committee are to recommend to the Board of Directors remuneration
arrangements for senior management and directors, recommend for adoption
compensation and stock option plans in which officers and directors are
eligible to participate and recommend grants of options and other awards to
key employees, including options under the Company's stock option plans.
The Company has a Nominating Committee of the Board of Directors, which
currently consists of Larry J. Stallings (Chairman) and Walter Funk. The
Nominating Committee held one meeting in fiscal 1996 to review and approve
the list of director nominees set forth in this proxy statement. The
principal duties of the Nominating Committee include recommending candidates
to the Board of Directors in case of retirement or other vacancies and also
developing criteria for the selection of non-employee directors.
During the fiscal year ended January 31, 1996, each director attended
75% or more of the aggregate of (i) the total number of meetings of the
Board of Directors held during the period and (ii) the total number of
meetings held during the period by all committees of the Board of Directors
on which he served.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all amounts paid or allocated by the Company
for services in all capacities to the Company for the fiscal years ended
January 31, 1996, 1995, and 1994 to the persons holding the office of Chief
Executive Officer. No other officer of the Company received salary and
bonuses exceeding $100,000 in fiscal years 1994, 1995 or 1996.
<PAGE> 9
<TABLE>
SUMMARY COMPENSATION TABLE
====================================================================================================================================
<CAPTION>
Annual Compensation Long Term Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
Awards Payouts
---------------------------------------------
Securities All
Other Re- Under- other
annual stricted Lying com-
compen- stock Options/ LTIP pen-
Salary Bonus sation awards SARs pay- sation
Name and Principal Position Year ($) ($) ($) ($) (#) outs
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry J. Stallings, President/CEO 1996 $125,366 -- $21,875 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
William C. Cottle (former President/CEO) 1996 $56,887 -- $713 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
William C. Cottle 1995 $112,041 -- $5,698 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
William C. Cottle 1994 $122,685 $27,426 $4,404 -- 100,000 -- --
====================================================================================================================================
</TABLE>
Under the terms of an employment agreement, Larry J. Stallings was
issued 100,000 shares of the Company's common stock. The average between
the closing bid and asked price of the stock on March 14, 1995, the date of
authorization of the issuance of such shares by the Board, was $0.21875 per
share.
On March 16, 1993, the Compensation Committee granted an incentive
bonus for Mr. Cottle for the fiscal year ending January 31, 1994 equal to
five percent of the pre tax, pre bonus profit of the Company for the fiscal
year then ended.
For their services, Directors who are not officers or employees of or
consultants to the Company receive $375 for each Board meeting with a
minimum fee of $1,500 each fiscal year (except Mr. Johnson, who also attends
such meetings as counsel to the Company). No fees are paid for attendance
at meetings of committees of the Board of Directors.
Directors may elect to forego payment in cash of all or a portion of
their Director's fees, and in lieu thereof contribute, on a quarterly basis,
to a special account (the "Plan Account") established for each director
under the terms of the Company's Director Stock Purchase Plan adopted in
March 1989 (the "Stock Purchase Plan"). Under the terms of the Stock
Purchase Plan, the funds deposited in Plan Accounts during any fiscal
quarter are used to purchase common stock of the Company at the average of
the closing bid prices of the Company's common stock for the quarter. Each
participating Director is issued annually the number of shares of the
Company's common stock so purchased during the previous fiscal year. No
director has currently elected to participate in the Stock Purchase Plan.
Walter Funk, Jr. retired as Chairman of the Board in July 1988, and
resumed that position in October 1990. Mr. Funk serves as a consultant to
the Company under an agreement entered into in 1977. Under the terms of the
agreement, Mr. Funk will provide consulting services to the Company until
March 2002 at an annual compensation which, with cost of living adjustments,
is currently $71,860, and the continuation of his insurance coverage.
Continuing payments are provided in the event of his total disability, and
80% of the consulting fees payable to him are payable to his estate in the
event of his death prior to the expiration of the consulting period.
Payments under this agreement have been temporarily reduced to 25% of the
scheduled amount.
<PAGE> 10
Lawrence C. Grazevich retired in August 1988, but continues as Vice
Chairman of the Board of Directors and provides certain services to the
Company under an agreement entered into in 1983. Under the terms of the
agreement, Mr. Grazevich will provide services to the Company until April
2002 at an annual compensation which, with cost of living adjustments, is
currently $38,012 and the continuation of his insurance coverage.
Continuing payments are provided in the event of his total disability, and
in the event of his death, 80% of the consulting fees payable to him are
payable to his widow for her lifetime or until the earlier expiration of the
remaining term of such agreement. Payments under this agreement have been
temporarily reduced to 25% of the scheduled amount.
By agreements dated March 29, 1995, William C. Cottle resigned as
President and Chief Executive Officer of the Company and agreed to sell his
250,000 shares of Company common stock to the Company at a purchase price of
$.3125 per share. The purchase was to close upon the meeting of certain
conditions. Those conditions were not met and the Company did not purchase
the shares. Mr. Cottle also retains his stock options (described below).
INFORMATION AS TO STOCK OPTIONS
On September 17, 1981, the Board of Directors adopted its 1981 Employee
Incentive Stock Option Plan (the "1981 Plan"). Options granted under the
1981 Plan are intended to be "Incentive Stock Options" within the meaning of
the Internal Revenue Code of 1986, as amended. As of January 31, 1996
options to purchase 35,000 shares remain outstanding under the 1981 Plan
which are exercisable prior to December 9, 1997, and no other options may be
issued thereunder.
The following table provides certain information as to options granted
to William C. Cottle, who was awarded options to purchase 40,000 shares
under an employment agreement. The option exercise price is $.50 per share.
These options are exercisable prior to March 16, 2003.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
====================================================================================================================================
<CAPTION>
Number of
Unexercised
Options/SARs Value of Unexercised
Shares at FY-End (#) In-the-Money Options/SARs
Acquired Value Exercisable/ at FY-End ($)
Name on Exercise (#) Realized ($) Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William C. Cottle -0- -0- 40,000/0 NA/NA <Fa>
====================================================================================================================================
<FN>
<Fa> The market value of the underlying Common Stock on January 31,
1996, was less than the option exercise price.
</TABLE>
Under the 1995 Stock Option Plan, approved by the shareholders on June
20, 1995, options to purchase 75,000 shares were granted to Duane E. Obert,
formerly Chief Financial Officer of the Company. These options expired
March 1, 1996 following Mr. Obert's resignation from the Company on November
30, 1995.
TRANSACTIONS WITH ISSUER AND OTHERS
Alan G. Johnson, Secretary, a director and a nominee for reelection as
a director, is a member of the law firm of Gallop, Johnson & Neuman, L.C.,
which has been the Company's general counsel for more than the past five
years.
<PAGE> 11
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
KPMG Peat Marwick was the Company's independent auditor for the year
ended January 31, 1996. As of the date of this Proxy Statement, the process
of recommendation by the Audit Committee and selection by the Board of
Directors of the Company's independent auditors for the fiscal year ending
January 31, 1997, has not been completed. Representatives of Peat Marwick
are expected to attend the annual meeting and will have the opportunity to
make statements and respond to appropriate questions from stockholders.
ANNUAL REPORT
The Annual Report of the Company for fiscal 1996 accompanies this
notice.
FUTURE PROPOSALS OF SECURITY HOLDERS
Any stockholder who intends to submit a proposal for consideration at
the 1997 annual meeting of stockholders under the applicable rules of the
Securities and Exchange Commission must send the proposal to reach the
Company's Corporate Secretary by February 19, 1997. Proposals should be
addressed to: Alan G. Johnson, Secretary, MRL, Inc., 287 N. Lindbergh,
Suite 206, St. Louis, Missouri 63141-7840.
MISCELLANEOUS
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, certain officers and regular employees of
the Company may solicit the return of proxies by telephone, telegram or
personal interview and may request brokerage houses and custodians, nominees
and fiduciaries to forward soliciting material to their principals and will
reimburse them for their reasonable out-of-pocket expenses.
Stockholders are urged to mark, sign, date and send in their proxies
without delay.
OTHER BUSINESS
The Board of Directors knows of no business before the annual meeting
other than as set forth above. If other matters properly come before the
meeting, it is the intention of the persons named in the solicited proxy to
vote such proxy thereon in accordance with their judgment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING RELATED
FINANCIAL STATEMENTS AND SCHEDULES) IS AVAILABLE TO STOCKHOLDERS,
WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE SECRETARY, MRL, INC.,
287 N. LINDBERGH, SUITE 206, ST. LOUIS, MISSOURI 63141-7840.
By order of the Board of Directors
Alan G. Johnson
Secretary
St. Louis, Missouri
May 17, 1996
<PAGE> 12
P MRL, INC.
R 1996 ANNUAL STOCKHOLDERS' MEETING
O THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
X
Y
The undersigned stockholder of MRL, INC., a Missouri corporation, hereby
appoints Walter Funk, Jr., with full power of substitution, or if Walter
Funk, Jr. is unable or declines to exercise rights hereunder, the
undersigned appoints Larry J. Stallings, with full power of substitution,
the true and lawful attorney and proxy of the undersigned, to represent the
undersigned at the annual meeting of the stockholders of MRL, INC., to be
held at the Bogey Hills Country Club, 1120 Country Club Road, St. Charles,
Missouri, on Tuesday, June 18, 1996, at 10:00 a.m., and at any adjournment
thereof, and to vote, according to the number of votes the undersigned would
be entitled to vote if personally present, upon all matters properly coming
before said meeting.
1. Election of Directors, Nominees:
Larry J. Stallings, Walter Funk, Jr., Everett Gray,
Lawrence C. Grazevich, William W. Halliday,
Alan G. Johnson and John H. Pahlmann.
2. In their discretion with respect to the transaction of such other
business as may properly come before the meeting.
(change of address)
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU
SIGN AND RETURN THIS CARD.
002997 SEE REVERSE
SIDE
<PAGE> 13
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
Change
of / /
Address
SIGNATURE(S)------------------------------------------ DATE --------------
SIGNATURE(S)------------------------------------------ DATE --------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
