MONMOUTH REAL ESTATE INVESTMENT CORPORATION
A Real Estate Investment Trust
125 Wyckoff Road - Post Office Box 335
Eatontown, New Jersey 07724
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of
Shareholders of Monmouth Real Estate Investment Corporation
(the Company) will be held on Thursday, April 23, 1998, 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 ratify the appointment of KPMG Peat
Marwick LLP as independent auditors for
the Company for the fiscal year ending
September 30, 1998; and
3. To transact such other business as may properly
come before the meeting and any adjournments
thereof.
The minute books containing the minutes of the last
meeting of shareholders, and the minutes 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 March 12, 1998 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/ Eugene W. Landy
EUGENE W. LANDY
President and Director
March 20, 1998
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MONMOUTH REAL ESTATE INVESTMENT CORPORATION
125 Wyckoff Road
Eatontown, New Jersey 07724
PROXY STATEMENT
Annual Meeting of Shareholders
April 23, 1998
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Monmouth Real
Estate Investment Corporation (the Company) of proxies to be
voted at the Annual Meeting of Shareholders of the Company to
be held on April 23, 1998, 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 March 20, 1998 to shareholders of
record March 12, 1998.
A copy of the Annual Report, including financial
statements, was mailed to all shareholders of record on or
about February 12, 1998.
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 the 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 $.01 par value common
stock (Common Stock) of record as of the close of business on
March 12, 1998, are entitled to vote at the Annual Meeting of
Shareholders. As of the record date, there were issued and
outstanding 4,777,675 shares of Common Stock, 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
Capital 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 Real Estate Investment
Corporation. In most respects, the activities of the
Company, United Mobile Homes, Inc. and Monmouth Capital
Corporation 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.
Committees of the Board of Directors and Meeting Attendance
The Board of Directors met four times during the last
fiscal year. No Directors attended fewer than 75% of the
meetings, except Ara K. Hovnanian who attended 50% of the
meetings.
The Company has a standing Audit Committee, a Stock
Option Committee and a Compensation Committee of the Board
of Directors.
2
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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, both
of whom are outside Directors, serve on the Audit Committee.
The Stock Option Committee, which administers the
Company's Stock Option Plan, met once during the last fiscal
year. Boniface DeBlasio and Daniel D. Cronheim serve on the
Stock Option Committee.
The Compensation Committee, which makes recommendations
to the Directors concerning compensation, met once during the
last fiscal year. Ara K. Hovnanian and Robert G. Sampson
serve on the Compensation Committee.
3
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NOMINEES FOR DIRECTOR
Present Position with the Company; Director
Nominee; Age Business Experience During Past Since
Five Years; Other Directorships
Ernest V. Treasurer (1968 to present) and 1968
Bencivenga Director. Financial Consultant
(80) (1976 to present); Treasurer and
Director (1961 to present) and
Secretary (1967 to present) of
Monmouth Capital Corporation;
Director (1969 to present) and
Secretary/Treasurer (1984 to
present) of United Mobile Homes,
Inc.
Anna T. Chew Controller (1991 to present) and 1993
(39) Director. Certified Public
Accountant; Controller (1991 to
present) and Director (1994 to
present) of Monmouth Capital
Corporation; Vice President and
Chief Financial Officer (1995 to
present), Controller (1991 to
1995) and Director (1994 to
present) of United Mobile Homes,
Inc.
Daniel D. Director. Attorney at Law, 1989
Cronheim Daniel D. Cronheim, Esq. (1982 to
(43) present); Executive Vice
President (1989 to present) and
General Counsel (1983 to present)
of David Cronheim Company.
Boniface DeBlasio Director. Chairman of the Board 1968
(77) (1968 to present) and Director
(1961 to present) of Monmouth
Capital Corporation.
Ara K. Hovnanian Director. President (1988 to 1989
(40) present) and Director (1981 to
present) of Hovnanian
Enterprises, Inc., a publicly-
owned company specializing in the
construction of housing.
4
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NOMINEES FOR DIRECTOR (continued)
Present Position with the Company;
Nominee; Age Business Experience During Past Director
Five Years; Other Directorships Since
Charles P. Director. Investor; Director 1974
Kaempffer (1970 to present) of Monmouth
(60) Capital 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).
Eugene W. Landy President (1968 to present) and 1968
(64) Director. Attorney at Law, Landy
& Landy; President and Director
(1961 to present) of Monmouth
Capital Corporation; Chairman of
the Board (1995 to present),
President (1969 to 1995) and
Director (1969 to present) of
United Mobile Homes, Inc.
Samuel A. Landy Director. Attorney at Law, Landy 1989
(37) & Landy (1987 to present);
President (1995 to present), Vice
President (1991 to 1995) and
Director (1992 to present) of
United Mobile Homes, Inc.;
Director (1994 to present) of
Monmouth Capital Corporation.
W. Dunham Morey Director. Certified Public 1968
(77) Accountant; Director (1961 to
present) of Monmouth Capital
Corporation.
Robert G. Sampson Director. Investor; Director 1968
(72) (1963 to present) of Monmouth
Capital Corporation; Director
(1969 to present) of United
Mobile Homes, Inc.; General
Partner (1983 to present) of
Sampco, Ltd., an investment
group.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
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PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
It is proposed to approve the appointment of KPMG Peat
Marwick LLP as Independent Auditors for the Company for the
purpose of making the annual audit of the books of account of
the Company for the year ending September 30, 1998 and
shareholder approval of said appointment is requested. KPMG
Peat Marwick LLP served as Independent Auditors of the
Company since 1994. There are no affiliations between the
Company and KPMG Peat Marwick LLP, its partners, associates
or employees, other than its employment as Independent
Auditors for the Company. KPMG Peat Marwick LLP informed the
Company that it has no direct or indirect financial interest
in the Company. The Company does expect a representative of
KPMG Peat Marwick LLP to be present at the Annual Meeting
either to make a statement or to respond to appropriate
questions.
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 KPMG Peat
Marwick LLP 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
PRINCIPAL SHAREHOLDERS
On March 2, 1998, no person owned of record, or was
known by the Company to own beneficially, more than five
percent (5%) of the shares of the Company, except the
following:
Name and Address Shares Owned Percent
Title of Class of Beneficial Owner Beneficially of Class
Common Stock Eugene W. Landy 350,446 7.34%
20 Tuxedo Road
Rumson, NJ 07760
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INFORMATION RESPECTING DIRECTORS AND OFFICERS
As of March 2, 1998, the Directors and Officers,
individually and as a group, beneficially owned Common Stock
as follows:
Name of Shares Owned
Beneficial Owner Beneficially (1) Percent of Class
Ernest V. Bencivenga 8,706 (2) 0.18%
Anna T. Chew 7,680 (3) 0.16%
Daniel D. Cronheim 17,413 (4) 0.36%
Boniface DeBlasio 10,788 (5) 0.23%
Ara K. Hovnanian 341 (6) 0.01%
Charles P. Kaempffer 36,373 (7) 0.76%
Eugene W. Landy 350,446 (8) 7.34%
Samuel A. Landy 120,819 (9) 2.53%
W. Dunham Morey 53,637 (10) 1.12%
Robert G. Sampson 67,775 (11) 1.42%
Directors and Officers
as a Group 673,978 14.11%
(1) Beneficial ownership, as defined herein, includes Common
Stock as to which a person has or shares voting and/or
investment power.
(2) Excludes 15,000 shares issuable upon exercise of stock
option.
(3) Held jointly with Ms. Chew's husband; includes 2,630
shares held in Ms. Chew's 401(k) Plan. Excludes 15,000
shares issuable upon exercise of stock option.
(4) Excludes 15,000 shares issuable upon exercise of stock
option.
(5) Excludes 15,000 shares issuable upon exercise of stock
option.
(6) Excludes 15,000 shares issuable upon exercise of stock
option.
(7) Includes (a) 13,776 shares owned by Mr. Kaempffer's
wife; (b) 1,080 shares in joint name with Mrs.
Kaempffer; and (c) 2,045 shares held in the Charles P.
Kaempffer Defined Benefit Pension Plan of which Mr.
Kaempffer is Trustee with power to vote. Excludes
15,000 shares issuable upon exercise of stock option.
(8) Includes (a) 69,062 shares owned by Mr. Landy's wife;
(b) 168,547 shares held in the Landy & Landy Profit
Sharing Plan of which Mr. Landy is a Trustee with power
to vote; and (c) 90,365 shares held in the Landy & Landy
Pension Plan of which Mr. Landy is a Trustee with power
to vote. Excludes 36,265 shares held by Mr. Landy's
adult children in which he disclaims any beneficial
interest; and excludes 150,000 shares issuable upon
exercise of stock option.
(9) Includes (a) 3,014 shares owned by Mr. Landy's wife; (b)
31,214 shares held in custodial accounts for Mr. Landy's
minor children under the NJ Uniform Transfers to Minors
Act in which he disclaims any beneficial interest but
has power to vote; and (c) 9,636 shares held in Mr.
Landy's 401(k) Plan. Excludes 15,000 shares issuable
upon exercise of stock option.
(10) Includes 13,402 shares held in the Estate of Martha
Morey. Excludes 15,000 shares issuable upon exercise of
stock option.
(11) Includes 6,000 shares held by Sampco, Ltd. Excludes
15,000 shares issuable upon exercise of stock option.
7
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EXECUTIVE COMPENSATION
Summary Compensation Table.
The following Summary Compensation Table shows
compensation paid or accrued by the Company to its Chief
Executive Officer for services rendered during the fiscal
years ended September 30, 1997, 1996 and 1995. Because no
other 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.
Name and Annual Compensation
Principal Position Year Salary Bonus Other
Eugene W. Landy 1997 None $50,000 $250,700(1)
Chief Executive Officer 1996 None None $173,203
1995 None None $162,445
(1) Represents Director's fees of $3,200 paid to Mr. Landy,
management fees of $110,000, legal fees of $28,500 paid
to the firm of Landy & Landy, and $109,000 accrual for
pension and other benefits in accordance with Mr.
Landy's employment agreement.
Compensation of Directors
The Directors received a fee of $800 for each Board
meeting attended. Directors appointed to house committees
received $150 for each meeting attended. Those specific
committees are Compensation Committee, Audit Committee and
Stock Option Committee.
Stock Option Plan
On April 24, 1997, the shareholders approved and
ratified the Company's 1997 Stock Option Plan authorizing the
grant to officers, directors and key employees options to
purchase up to 750,000 shares of common stock. Options may
be granted any time up to December 31, 2006. 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. Canceled or expired options are added back to the
"pool" of shares available under the Plan.
8
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The following table sets forth, for the executive
officer named in the Summary Compensation Table, information
regarding individual grants of stock options made during the
year ended September 30, 1997:
Potential Realized
% of Total Price Value at Assumed
Options Granted to Per Expiration Annual Rates for
Name Granted Employees Share Date 5% 10%
Eugene W. Landy 150,000 50% $6.5625 4/30/02 $152,310 $449,985
The following table sets forth, for the executive
officer named in the Summary Compensation Table, information
regarding stock options outstanding at September 30, 1997:
Value of
Unexercised
Options
Number ofUnexercised at Year-End
Shares Value Options at Year-End Exercisable/
Name Exercised Realized Exercisable/Unexercisable Unexercisable
Eugene W. Landy -0- N/A -0- 150,000 $-0-/$9,375
Employment Agreement
On December 9, 1994, the Company and Eugene W. Landy
entered into an Employment Agreement under which Mr. Landy
receives an annual base compensation (management fee) of
$110,000 (as amended) plus bonuses and customary fringe
benefits, including health insurance and five weeks'
vacation. Additionally, there will be bonuses voted by the
Board of Directors. The Employment Agreement is terminable by
either party at any time subject to certain notice
requirements.
On severance of employment for any reason, Mr. Landy
will receive severance of $300,000 payable $100,000 on
severance and $100,000 on the first and second anniversaries
of severance.
In the event of disability, Mr. Landy's compensation
shall continue for a period of three years, payable monthly.
On retirement, Mr. Landy shall receive a pension of
$40,000 a year for ten years, payable in monthly
installments.
9
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In the event of death, Mr. Landy's designated
beneficiary shall receive $300,000, $150,000 thirty days
after death and the balance one year after death.
The Employment Agreement terminates December 31, 1999.
Thereafter, the term of the Employment Agreement shall be
automatically renewed and extended for successive one-year
periods.
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.
Cronheim Management Company received the sum of $17,681
in 1997 for management fees, and David Cronheim Company
received $46,188 in 1997 for commissions. These totals are
based on amounts paid or accrued during the fiscal year.
Management believes that the aforesaid fees are no more than
what the Company would pay for comparable services elsewhere.
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 compensation. The Compensation
Committee takes into consideration three major factors in
setting compensation.
The first consideration is the overall performance of
the Company. The Board 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. Increases in funds from operations, the
enhancement of the Company's equity portfolio, and the
success of the Dividend Reinvestment and Stock Purchase Plan
all contribute to increases in stock prices, thereby
maximizing shareholders' return.
The second consideration is the individual achievements
made by each officer. The Company is a small real estate
investment trust (REIT). The Board of Directors 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. In this regard, the REIT industry
maintains excellent statistics.
10
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Evaluation
The Company's funds from operations continue to
increase. The Committee reviewed the progress made by Eugene
W. Landy, Chief Executive Officer, in shifting the Company's
focus from mortgage loans to equity properties. The
Committee also noted that Mr. Landy's current compensation
was less than the average salary received by Chief Executive
Officers of other REITs. His base compensation under his
contract was increased to $110,000 per year. The Committee
has decided to grant Mr. Landy a bonus of $50,000 in 1997.
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 NAREIT All REIT Total Return Index, published by the
National Association of Real Estate Investment Trusts
(NAREIT), and the S&P 500 Index for the same period. 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.
Monmouth Real Estate
Investment Corporation NAREIT S&P 500
1992 100 100 100
1993 127 113 131
1994 124 117 125
1995 120 152 140
1996 136 183 168
1997 170 257 234
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors of the Company has granted Eugene
W. Landy, President, a loan of $100,000 at an interest rate
of 10% due May 23, 1998. Principal and accrued interest is
payable at maturity.
There is no family relationship between any of the
Directors or Executive Officers of the Company, except that
Samuel A. Landy, Director, is the son of Eugene W. Landy,
President and Director of the Company. Daniel D. Cronheim,
Director, is the son of Robert Cronheim, President of David
Cronheim Company, the Real Estate Advisor to 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.
GENERAL
The Board of Directors knows of no other matters other
than those stated in the Proxy Statement which 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 matter 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 September 30,
1997 (as filed with the Securities and Exchange Commission),
including the financial statements and schedules thereto.
All such requests should be directed to Monmouth Real Estate
Investment Corporation, Attention: Secretary, 125 Wyckoff
Road, Eatontown, NJ 07724.
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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.
SHAREHOLDER PROPOSALS
In order for Shareholder Proposals for the 1999 Annual
Meeting of Shareholders to be eligible for inclusion in the
Company's 1999 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 October
30, 1998.
By Order of the Board of Directors
/s/ Eugene W.Landy
EUGENE W. LANDY
President and Director
Dated: March 20, 1998
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 present at the meeting. The
enclosed addressed envelope requires no postage and is for
your convenience.
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PROXY PROXY
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
A Real Estate Investment Trust
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, CHARLES P.
KAEMPFFER and ERNEST V. BENCIVENGA, 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, April 23, 1998, at 4:00 o'clock p.m., and at any
adjournment thereof, 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, Daniel D. Cronheim,
Boniface DeBlasio, Ara K. Hovnanian, Charles P.
Kaempffer, Eugene W. Landy, Samuel A. Landy,
W. Dunham Morey and Robert G. Sampson.
(Instruction: To withhold authority to vote for any
individual Nominee, write that person's name on the line
below)
__________________________________________________________
FOR all Nominees WITHHOLD AUTHORITY
except as Indicated to vote for listed Nominees
/ / / /
(2) Approval of the appointment of KPMG Peat Marwick LLP as
Independent Auditors for the Company for the fiscal year
ending September 30, 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:_____________________________________, 1998.
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.
