MONMOUTH CAPITAL CORPORATION
125 Wyckoff Road
Eatontown, New Jersey 07724
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 11, 1997
Notice is hereby given that the thirty-sixth Annual Meeting of
Shareholders (Annual Meeting) of Monmouth Capital Corporation
(Company) will be held on Thursday, September 11, 1997, at 4:00 p.m.
at the offices of the Company on the second floor of the PNC Bank
Building, 125 Wyckoff Road, Eatontown, New Jersey, for the following
purposes:
1. To elect ten Directors, the names of whom
are set forth in the accompanying Proxy
Statement, to serve for the ensuing year; and
2. To approve the selection by the Board of
Directors of Cowan, Gunteski & Co. as
Independent Auditors for the Company for the
fiscal year ending March 31,1998; and
3. To transact such other business as may
properly come before the Annual Meeting
and any adjournment thereof.
The record books containing the records of the last meeting of
shareholders, and the records of all meetings of the Directors since
the last Annual Meeting of Shareholders, will be presented at the
meeting for the inspection of the shareholders. Only shareholders of
record at the close of business on July 14, 1997 will be entitled to
vote at the meeting and at any adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND DATE
THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF
DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Ernest V. Bencivenga
ERNEST V. BENCIVENGA
Secretary
July 28, 1997
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy
card, date and sign the card, and return it in the envelope provided.
If you sign, date and return the proxy card but give no voting
instructions, your shares will be voted "FOR" proposals 1 and 2
listed above.
<PAGE>
MONMOUTH CAPITAL CORPORATION
125 Wyckoff Road
Eatontown, New Jersey 07724
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 11, 1997
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Monmouth Capital
Corporation (Company) of proxies to be voted at the Annual Meeting of
Shareholders of the Company to be held on September 11, 1997, and at
any adjournments thereof (Annual Meeting), for the purposes listed in
the preceding Notice of Annual Meeting of Shareholders. This Proxy
Statement and the accompanying Proxy card are being distributed on or
about July 28, 1997 to shareholders of record July 14, 1997.
A copy of the Annual Report, including financial statements, is
being mailed herewith.
Any shareholder giving the accompanying proxy has the power to
revoke it at any time before it is exercised at the Annual Meeting by
filing with the Secretary of the Company an instrument revoking it,
by delivering a duly executed proxy card bearing a later date, or by
appearing at the meeting and voting in person. Shares represented by
properly executed proxies will be voted as specified thereon by the
shareholder. Unless the shareholder specifies otherwise, such
proxies will be voted FOR the proposals set forth in the Notice of
Annual Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement and form of proxy, and the cost of soliciting proxies
related to the meeting, will be borne by the Company. The Company
does not intend to solicit proxies otherwise than by use of the mail,
but certain officers and regular employees of the Company, without
additional compensation, may use their personal efforts, by telephone
or otherwise, to obtain proxies.
VOTING RIGHTS
Only holders of the Company's $1.00 par value common stock
(Common Stock) of record as of the close of business on July 14,
1997, are entitled to vote at the Annual Meeting of Shareholders. As
of the record date, there were 1,446,006 shares of Common Stock
outstanding, each share being entitled to one vote on any matter
which may properly come before the meeting. Said voting right is non-
cumulative. The holders of a majority of the outstanding shares of
Common Stock shall constitute a quorum. A majority of the votes cast
by holders of the Common Stock is required for approval of Proposals
1 and 2.
1
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PROPOSAL 1
ELECTION OF DIRECTORS
It is proposed to elect a Board of ten Directors. The proxy
will be voted for the election of the ten nominees named below, all
of whom are members of the present Board, to serve for a one-year
term for which they have been nominated, unless authority is withheld
by the shareholder. The nominees have agreed to serve, if elected,
for the new term. If for any reason any of the said ten nominees
shall become unavailable for election, the proxy will be voted for
any substitute nominee who may be selected by the Board of Directors
prior to or at the meeting, or, if no substitute is selected by the
Board of Directors, for a motion to reduce the membership of the
Board to the number of the following nominees who are available. In
the event the membership of the Board is reduced, it is anticipated
that it would be restored to the original number at the next annual
meeting. In the event a vacancy occurs on the Board of Directors
after the Annual Meeting, the by-laws provide that any such vacancy
shall be filled for the unexpired term by a majority vote of the
remaining Directors. The Company has no knowledge that any of the
ten nominees shall become unavailable for election.
The proxies solicited cannot be voted for a greater number of
persons than the nominees named.
Some of the nominees for Director are also Officers and/or
Directors of other companies, including Monmouth Real Estate
Investment Corporation and United Mobile Homes, Inc., both publicly-
owned companies. In addition, the Officers and Directors of the
Company may engage in real estate transactions for their own account,
which transactions may also be suitable for Monmouth Capital
Corporation. In most respects, the activities of Monmouth Capital
Corporation, Monmouth Real Estate Investment Corporation and United
Mobile Homes, Inc. are not in conflict, but rather complement each
other. However, the activities of the Officers and Directors on
behalf of the other companies, or for their own account, may on
occasion conflict with those of the Company and deprive the Company
of favorable opportunities. It is the opinion of the Officers and
Directors of the Company that there have been no conflicting
transactions since the beginning of the last fiscal year.
2
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Committees of the Board of Directors and Meeting Attendance
During the last fiscal year ended March 31, 1997, there were
four meetings of the Board of Directors, including regularly-
scheduled and special meetings. No Directors attended fewer than 75%
of the meetings.
The Company has a standing Audit Committee, a Compensation
Committee and a Stock Option Committee of the Board of Directors.
The Audit Committee, which recommends to the Directors the
independent public accountants to be engaged by the Company and
reviews with management the Company's internal accounting procedures
and controls, met once during the last fiscal year. Charles P.
Kaempffer and W. Dunham Morey serve on the Audit Committee.
The Compensation Committee, which makes recommendations to the
Directors concerning compensation, met once during the last fiscal
year. Charles P. Kaempffer and Peter Weidhorn serve on the
Compensation Committee.
The Stock Option Committee, which administers the Company's
Stock Option Plan, met once during the last fiscal year. Charles P.
Kaempffer, W. Dunham Morey and Peter Weidhorn serve on the Stock
Option Committee.
3
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NOMINEES FOR DIRECTOR
Present Position with the Company;
Business Experience During Past Director
Name;Age Five Years; Other Directorships Since
_________________________________________________________________
Ernest V. Treasurer (1961 to present), Secretary 1961
Bencivenga (1967 to present) and Director. Finan-
(79) cial Consultant (1976 to present);
Treasurer and Director (1968 to present)
of Monmouth Real Estate Investment
Corporation; Secretary/Treasurer (1984
to present) and Director (1969 to
present) of United Mobile Homes,Inc.
Anna T. Chew Controller (1991 to present) and 1994
(39) Director. Certified Public Accountant;
Vice President and Chief Financial
Officer (1995 to present), Controller
(1991 to 1995) and Director (1994 to
present) of United Mobile Homes, Inc.;
Controller (1991 to present) and
Director (1993 to present) of Monmouth
Real Estate Investment Corporation.
Boniface DeBlasio Chairman of the Board (1968 to present) 1961
(76) and Director. Director (1968 to present)
of Monmouth Real Estate Investment
Corporation.
Charles P. Director. Investor; Director (1974 to 1970
Kaempffer present) of Monmouth Real Estate
(60) Investment Corporation; Director (1969
to present) of United Mobile Homes,
Inc.; Vice Chairman and Director (1996
to present) of Community Bank of New
Jersey; Director (1989 to 1996) of
Sovereign Community Bank (formerly
Colonial Bank for Savings).
Eugene W. Landy President (1961 to present) and 1961
(63) Director. Attorney at Law, Landy &
Landy; Chairman of the Board (1995 to
present), President (1969 to 1995)
and Director (1969 to present) of
United Mobile Homes, Inc.; President
and Director (1968 to present) of
Monmouth Real Estate Investment
Corporation.
Samuel A. Landy Director. President (1995 to present), 1994
(37) Vice President (1991 to 1995) and
Director (1992 to present) of United
Mobile Homes, Inc.; Director (1989
to present) of Monmouth Real Estate
Investment Corporation; Attorney at
Law, Landy & Landy (1987 to present).
James E. Mitchell Director. General Partner of Mitchell 1994
(56) Partners, L.P.; Chairman of the Board
of First Balboa Securities Corpora-
tion, a securities broker/dealer.
4
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NOMINEES FOR DIRECTOR (continued)
Present Position with the Company;
Business Experience During the Past Director
Name; Age Five Years; Other Directorships Since
________________________________________________________________
W. Dunham Morey Director. Certified Public Accountant; 1961
(77) Director (1968 to present) of Monmouth
Real Estate Investment Corporation.
Robert G. Sampson Director. Investor; Director (1968 to 1963
(71) present) of Monmouth Real Estate
Investment Corporation; Director (1969
to present) of United Mobile Homes,
Inc.; Director (1972 to 1993) of United
Jersey Bank; General Partner (1983 to
present) of Sampco, Ltd., an invest-
ment group.
Peter J. Weidhorn Director. President of WNY Management 1994
(50) Corp.; Vice Chairman of the Board of
Centra-State Healthcare Systems; former
Director of Carrols Corp., a Burger
King franchisee; former Chairman and
Director of ICS Acquisitions, Inc.;
Managing Partner of 23 real estate
investment partnerships.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
It is proposed to approve the appointment of Cowan, Gunteski &
Co. as Independent Auditors for the purpose of making the annual
audit of the books of account of the Company for the fiscal year
ending March 31, 1998, and shareholder approval of said appointment
is requested. Cowan, Gunteski & Co. has served as Independent
Auditors of the Company since 1990. There are no affiliations
between the Company and Cowan, Gunteski & Co., its partners,
associates or employees, other than its employment as Independent
Auditors for the Company. Cowan, Gunteski & Co. has informed the
Company that it has no direct or indirect financial interest in the
Company. The Company does not expect any representative of Cowan,
Gunteski & Co. to attend the Annual Meeting.
The approval of the appointment of the Independent Auditors must
be by the affirmative vote of a majority of the votes cast at the
Annual Meeting. In the event that Cowan, Gunteski & Co. does not
receive an affirmative vote of the majority of the votes cast by the
holders of shares entitled to vote, then another firm will be
appointed as Independent Auditors and the shareholders will be asked
to ratify the appointment at the next annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
5
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PRINCIPAL SHAREHOLDERS
On July 14, 1997, no person owned of record, or was known by the
Company to own beneficially, more than five percent (5%) of the
common stock of the Company, except the following:
Name of Shares Owned Percent
Beneficial Owner Beneficially(1) of Class
_________________________________________________________________
Eugene W. Landy 174,774 12.09%
20 Tuxedo Road
Rumson, NJ 07760
Group consisting of 124,031 (2) 8.58%
Walter Carucci,
Carucci Family Partners,
and Carr Securities Corp.
1 Penn Plaza
New York, NY 10114
Group consisting of 86,788 (2) 6.00%
Paul H. O'Leary,
Raffles Associates, L.P.,
and Channel Partnership II
1 Penn Plaza, Suite 4720
New York, NY 10119
(1) Beneficial ownership, as defined herein, includes Common Stock
as to which a person has or shares voting and/or investment
power.
(2) As reported on Schedule 13D filed with the Securities and
Exchange Commission.
6
<PAGE>
INFORMATION RESPECTING DIRECTORS AND OFFICERS
As of July 14, 1997, the Officers and Directors, individually
and as a group, beneficially owned Common Stock of the Company as
follows:
Name of Shares Owned Percent
Beneficial Owner Beneficially(1) of Class
_____________________________________________________________________
Ernest V. Bencivenga 6,102 (2) 0.42%
Anna T. Chew 8,082 (3) 0.56%
Boniface DeBlasio 30,026 (4) 2.08%
Charles P. Kaempffer 15,331 (5) 1.06%
Eugene W. Landy 174,774 (6) 12.09%
Samuel A. Landy 49,460 (7) 3.42%
James E. Mitchell 70,331 (8) 4.86%
W. Dunham Morey 50,590 3.50%
Robert G. Sampson 16,986 1.17%
Peter J. Weidhorn 36,000 2.49%
_________ _____
Directors and Officers
as a Group 457,682 31.65%
(1) Beneficial ownership, as defined herein,includes Common Stock as
to which a person has or shares voting and/or investment power.
(2) Includes 4,821 shares held by Mr. Bencivenga's wife.
(3) Held jointly with Ms. Chew's husband.
(4) Includes (a)3,621 shares held by Mr. DeBlasio's wife; and (b)
9,574 shares in custodial accounts for Mr. DeBlasio's children
under the Uniform Gift to Minor's Act in which he disclaims any
beneficial interest, but has power to vote.
(5) Includes (a) 726 shares in joint name with Mrs. Kaempffer; (b)
270 shares held by Mr. Kaempffer's wife; and (c) 7,000 shares
held as Trustee for Defined Benefit Pension Plan for which
Mr. Kaempffer has power to vote.
(6) Includes (a) 6,838 shares held by Mr. Landy's wife; (b) 30,670
shares held in the Landy & Landy Employees' Pension Plan, of
which Mr. Landy is a Trustee with power to vote; (c) 43,212
shares held in the Landy & Landy Employees' Profit Sharing Plan
of which Mr. Landy is Trustee with power to vote.
(7) Includes (a) 11,635 shares held by Mr. Landy's wife; (b) 12,660
shares in custodial accounts for Mr. Landy's children under the
Uniform Gifts to Minor's Act in which he disclaims any
beneficial interest, but has power to vote; and (c)15,074 shares
in the Samuel Landy Family Limited Partnership.
(8) Includes 65,641 shares held by Mitchell Partners, L.P. over
which Mr. Mitchell exercises voting power.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table shows compensation paid
by the Company to its Chief Executive Officer for services rendered
during the fiscal years ending March 31, 1997, 1996 and 1995.
Because no executive officers received total annual salary and bonus
exceeding $100,000, only the compensation paid to the Chief Executive
Officer is to be disclosed under the Securities and Exchange
Commission disclosure requirements.
Annual Compensation
Name and Principal Position Year Salary Bonus Other(1)
__________________________________________________________________
Eugene W. Landy 1997 None None $71,700
Chief Executive Officer 1996 None None $63,530
1995 None None $55,545
(1) Represents director's fees as well as legal and other fees to
the firm of Landy & Landy.
Compensation of Directors
The Directors receive a fee of $800 for each Board meeting
attended. Directors appointed to house committees receive $150 for
each meeting attended. Those specific committees are Compensation
Committee, Audit Committee and Stock Option Committee.
Stock Option Plan
On July 14, 1994, the shareholders approved and ratified the
Company's 1994 Stock Option Plan authorizing the grant to officers
and key employees of options to purchase up to 300,000 shares of
common stock. Options may be granted any time up to December 31,
2003. No option shall be available for exercise beyond ten years.
All options are exercisable after one year from the date of grant.
The option price shall not be below the fair market value at date of
grant. Cancelled or expired options are added back to the "pool" of
shares available under the Plan.
As of March 31, 1997, there were 35,000 shares exercisable and
265,000 shares available under the Plan. The following is a summary
of stock options outstanding as of March 31, 1997:
Number of Number of Option Expiration
Date of Grant Employees Shares Price Date
1/4/95 2 20,000 $3.00 1/4/2000
3/4/96 3 15,000 $3.50 3/4/2001
_______
35,000
======
8
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Other Information
Except for specific agreements, the Company has no retirement
plan in effect for officers, directors or employees and, at present,
has no intention of instituting such a plan.
Report of Board of Directors on Executive Compensation
Overview and Philosophy
The Company has a Compensation Committee consisting of two
independent outside Directors. This Committee is responsible for
making recommendations to the Board of Directors concerning executive
compensation. The Compensation Committee takes into consideration
three major factors in setting compensation.
The first consideration is the overall performance of the
Company. The Committee believes that the financial interests of the
executive officers should be aligned with the success of the Company
and the financial interests of its shareholders.
The second consideration is the individual achievements made by
each officer. The Company is relatively small. The Committee is
aware of the contributions made by each officer and makes an
evaluation of individual performance based on their own familiarity
with the officer.
The final criteria in setting compensation is comparable wages
in the industry.
Evaluation
The Committee reviewed the progress made by Eugene W. Landy,
Chief Executive Officer, in locating alternative business and
investment opportunities. The Committee decided to continue Mr.
Landy's annual compensation of $50,000. The Summary Compensation
Table shows an annual compensation to Mr. Landy of $50,000 plus
$21,700 in director's and legal fees for a total of $71,700 for the
year ended March 31, 1997.
9
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COMPARATIVE STOCK PERFORMANCE
The following line graph compares the total return of the
Company's Common Stock for the last five fiscal years to the NASDAQ
Total Return Index and the NASDAQ Financial Stocks Total Return
Index. The total return reflects stock price appreciation and
dividend reinvestment for all three comparative indices. The
information herein has been obtained from sources believed to be
reliable, but neither its accuracy nor its completeness is
guaranteed.
Years Ended Monmouth Capital NASDAQ NASDAQ
March 31, Corporation Total Financial
1992 100 100 100
1993 87 115 142
1994 113 124 148
1995 102 138 166
1996 120 187 229
1997 114 208 294
10
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the beginning of the Company's last fiscal year, there
have been no transactions or proposed transactions in which any of
the Officers and Directors have a material interest.
The only family relationship between any of the Directors or
executive officers of the Company is that of Samuel A. Landy,
Director, who is the son of Eugene W. Landy, President and a Director
of the Company.
Eugene W. Landy and Samuel A. Landy are partners in the law firm
of Landy & Landy, which firm, or its predecessor firms, have been
retained by the Company as legal counsel since the formation of the
Company, and which firm the Company proposes to retain as legal
counsel for the current fiscal year.
The New Jersey Supreme Court has ruled that the relationship of
directors also serving as outside counsel is not per se improper, but
the attorney should fully discuss the issue of conflict with the
other Directors and disclose it as part of the proxy statement so
that shareholders can consider the conflict issue when voting for or
against the attorney/director nominee.
Transactions with United Mobile Homes, Inc.
The Mobile Home Store, Inc. (MHS), a subsidiary of the Company,
has rental expenses to United Mobile Homes, Inc. (United). United
owns and operates manufactured home communities. Six Directors of
the Company are also Directors and shareholders of United. MHS pays
United market rent on sites where MHS has a home for sale. Total
site rental expense to United amounted to $113,182 for the year ended
March 31, 1997. Effective April 1, 1995, MHS and United entered into
an agreement whereby MHS leases space from United to be used as sales
lots, at market rates, at most of United's communities. Total rental
expense relating to these sales lots amounted to $90,000 for the year
ended March 31, 1997.
During fiscal 1997, MHS sold to United fifteen homes for a total
sales price of $381,501 at MHS's cost. These sales represented 17%
of total sales made by MHS during the year. These manufactured homes
were available through MHS, but could have been acquired by United
from a third party at approximately the same price.
During the year ended March 31, 1997, MHS acquired certain
inventory from United. These purchases amounted to $30,905,
representing 1% of total purchases made by MHS during fiscal 1997.
This inventory was available through United, but could have been
acquired from a third-party at approximately the same cost.
11
<PAGE>
Payments to Affiliated Persons
Total payments to all Officers, Directors and affiliated persons
during the fiscal year ended March 31, 1997 amounted to $125,000.
Eugene W. Landy, President of the Company, received $53,200 in
management and Director's fees during the fiscal year ended March 31,
1997. In addition, the firm of Landy & Landy received $18,500 in
legal fees.
COMPLIANCE WITH EXCHANGE ACT FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's Officers and Directors, and persons
who own more than 10% of the Company's Common Stock to file reports
of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, Directors and greater than 10%
shareholders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on review of the copies of such forms
furnished to the Company, the Company believes that, during the
fiscal year, all Section 16(a) filing requirements applicable to its
Officers, Directors and greater than 10% beneficial owners were met.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
of the Company knows of no other matters, other than those stated in
this Proxy Statement, that are to be presented for action at the
Annual Meeting. If any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form
will be voted on any such matters in accordance with the judgment of
the persons voting such proxies. Discretionary authority to vote on
such matters is conferred by such proxies upon the persons voting
them.
The Company will provide, without charge, to each person being
solicited by this Proxy Statement on the written request of any such
person, a copy of the Annual Report of the Company on Form 10-K for
the year ended March 31, 1997 (as filed with the Securities and
Exchange Commission), including the financial statements and
schedules thereto. All such requests should be directed to Monmouth
Capital Corporation, Attention: Secretary, 125 Wyckoff Road,
Eatontown, New Jersey 07724.
12
<PAGE>
SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the 1998 Annual Meeting
of Shareholders to be eligible for inclusion in the Company's 1998
Proxy Statement, they must be received by the Company at its
principal office at 125 Wyckoff Road, P. O. Box 335, Eatontown, New
Jersey 07724 not later than March 31, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ernest V. Bencivenga
Ernest V. Bencivenga
Secretary
Dated: July 28, 1997
Important: Shareholders can help the Directors avoid the necessity
and expense of sending follow-up letters to insure a quorum by
promptly returning the enclosed proxy. The proxy is revocable and
will not affect your right to vote in person in the event you attend
the meeting. You are earnestly requested to sign and return the
enclosed proxy in order that the necessary quorum may be represented
at the meeting. The enclosed addressed envelope requires no postage
and is for your convenience.
PROXY PROXY
13
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PROXY PROXY
MONMOUTH CAPITAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on behalf of the Board of Directors
PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN PROMPTLY
The undersigned hereby appoints EUGENE W. LANDY, ERNEST V. BENCIVENGA and
CHARLES P. KAEMPFFER, and each or any of them, proxies of the
undersigned, with full power of substitution, to vote in their discretion
(subject to any direction indicated hereon) at the Annual Meeting of
Shareholders to be held at the Company Office on the second floor of the
PNC Bank Building, 125 Wyckoff Road, Eatontown, New Jersey, on Thursday,
September 11, 1997, at 4:00 o'clock p.m., and at any adjournment thereof,
upon matters properly coming before the meeting, with all the powers
which the undersigned would possess if personally present, and to vote
all shares of stock which the undersigned may be entitled to vote at said
meeting.
<PAGE>
The Board of Directors recommends a vote FOR items (1) and (2), and all
shares represented by this Proxy will be so voted unless otherwise
indicated, in which case they will be voted as marked.
(1) Election of Directors - Nominees are: Ernest V. Bencivenga, Anna T.
Chew, Boniface DeBlasio, Charles P. Kaempffer, Eugene W. Landy, Samuel A.
Landy, James E. Mitchell, W. Dunham Morey, Robert G. Sampson and Peter J.
Weidhorn.
(Instruction: To withhold authority to vote for any individual
Nominee, write that person's name of the line below:
________________________________________________________________
FOR all Nominees WITHHOLD AUTHORITY
except as Indicated / / to vote for listed Nominees / /
(2) Approval of the appointment of Cowan, Gunteski & Co. as Independent
Auditors for the Company for the fiscal year ending
March 31, 1998.
FOR / / AGAINST / / ABSTAIN / /
(3) Such Other Business as may be brought before the meeting or any
adjournment thereof. The Board of Directors at present knows of no other
business to be presented by or on behalf of the Company or its Board of
Directors at the meeting.
Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.
DATED:____________, 1997. _____________________________________
Signature
_____________________________________
Signature
Important: Please date this Proxy; sign exactly as your name(s) appears
hereon. When signing as joint tenants, all parties to the joint tenancy
should sign. When signing the Proxy as attorney, executor,
administrator, trustee or guardian, please give full title as such.
