[MOORE LOGO]
MOORE PRODUCTS CO.
Sumneytown Pike
Spring House, Pennsylvania 19477
-------------------
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
May 4, 1995
-------------------
To the Shareholders:
The Annual Meeting of Shareholders of Moore Products Co. (the
"Company") will be held on Thursday, May 4, 1995, at 11:00 A.M. local time at
the office of the Company, Spring House, Pennsylvania, for the following
purposes:
1. To elect one director of the Corporation for a term of three years,
and two directors for a term of four years.
2. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
The close of business on March 16, 1995, has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and to vote at, this meeting or any adjournments thereof.
Whether or not you expect to be present in person at the meeting, you
are requested to execute promptly the enclosed proxy and return it in the
envelope provided, which requires no further postage if mailed in the United
States.
By Order of the Board of Directors
Robert E. Wisniewski
Secretary and Treasurer
March 24, 1995
<PAGE>
PROXY STATEMENT
Proxies in the form enclosed are solicited by the Board of Directors of
Moore Products Co. ("the Company") for use at the Annual Meeting ("the Meeting")
of the Shareholders of the Company to be held May 4, 1995, and any adjournments
thereof.
Execution of the enclosed proxy will not in any way affect a
shareholder's right to attend the meeting and vote in person; and shareholders
giving proxies may revoke them at any time before they are exercised by a
written revocation or duly executed proxy bearing a later date filed with the
Secretary of the Company.
The solicitation of the proxies being on behalf of the Board of
Directors, all expenses in connection therewith will be paid by the Company. No
solicitation is intended to be made by any manner other than the sending of this
Proxy Statement through the mail on or about April 3, 1995.
Voting Securities
As of the record date, March 16, 1995, the Company had outstanding
2,083,092 shares of common stock, par value $1.00, each share entitled to one
vote, and 175,950 shares of convertible preferred stock, par value $1.00, each
share entitled to five votes. The preferred stock is convertible, at the option
of the holder, at any time, into common stock at the rate of one share of common
stock for each 2-1/2 shares of preferred stock. The common and preferred stock
are collectively referred to herein as the "voting shares." In the election of
directors, assuming a quorum is present, the nominees receiving the highest
number of votes cast at the Meeting (with the common stock and preferred stock
voting as a single class) will be elected. For such purposes, the withholding of
authority to vote or the specific direction not to cast a vote, such as a broker
non-vote, will not constitute the casting of a vote in the election of
directors.
Beneficial Ownership of Principal Stockholders and Management
The following table sets forth, as of March 16, 1995, (except where
otherwise indicated) certain information concerning the beneficial ownership of
the Company's outstanding voting shares by (i) each person who is known by the
Company to be the beneficial owner of more than 5% of either class of such
shares, (ii) each director and nominee for director of the Company; (iii) each
executive officer of the Company named in the Summary Compensation Table
appearing later in this Proxy Statement, and (iv) all directors and executive
officers of the Company as a group. Such information is based upon information
supplied by such persons.
2
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Class of Amount and Nature of Percent
Owner or Group (1) Voting Shares Beneficial Ownership (2) of Class
------------------ ------------- ------------------------ --------
<S> <C> <C> <C>
Mellon Bank Corporation Common 635,156 (3) (4) 29.51
Preferred 172,890 (4) 98.3
Frances O. Moore Common 326,854 (3) (5) 15.2
Preferred 172,890 (5) 98.3
Thomas C. Moore, Director Common 346,767 (3) (6) 16.6
Preferred 1,020 *
James O. Moore, Director Common 350,933 (3) (7) (8) 16.8
Preferred 1,020 *
William B. Moore, Director Common 364,143 (3) (8) (9) 17.5
Preferred 1,020 *
Edwin G. Rorke, Director Common 6,022 *
Edward J. Curry, Director Common 2,492 (8) *
Robert B. Adams, Director Common 4,033 *
F. Lawton Hindle, Director Common 840 (8) *
Ralph H. Owens, Director Common 4,331 *
Raymond M. Reed, Director Common --- ---
Quest Advisory Corp. Common 201,700 (10) 9.7
Peter Cundill & Associates Common 196,425 (11) 9.4
(Bermuda), Ltd.
Dimentional Fund Advisors Inc. Common 115,800 (12) 5.6
All Directors and Executive Common 456,596 (3) (13) 21.8
Officers as a Group Preferred 3,060 1.7
(12 in number)
</TABLE>
-----------------------
* Less than 1%
3
<PAGE>
(1) The address of Mellon Bank Corporation is One Mellon Bank Center,
Pittsburgh, PA 15258. The addresses of F. O. Moore, T. C. Moore, J. O.
Moore and W. B. Moore are c/o Moore Products Co., Sumneytown Pike, Spring
House, PA 19477. The address of Quest Advisory Corp. is 1414 Avenue of the
Americas, New York, NY 10019. The address of Peter Cundill & Associates
(Bermuda), Ltd. is Clarendon House, Church Street, Hamilton, Bermuda. The
address of Dimentional Fund Advisors Inc. is 1299 Ocean Avenue, Santa
Monica, CA 90401.
(2) Except as otherwise indicated, the beneficial ownership reflected in this
Proxy Statement is based upon sole voting and dispositive power (other than
in the case of co-trustees, where such powers are shared).
(3) Includes shares issuable upon the assumed conversion of the preferred
shares beneficially owned by such person or entity.
(4) Represents shares held as of December 31, 1994 by Mellon Bank Corporation
and its affiliates in various fiduciary capacities according to the
Schedule 13G filed by it with the Securities and Exchange Commission.
Includes: an aggregate of 257,698 common shares, and all of the indicated
preferred shares, held as co-trustee (with Frances O. Moore) of the Trust
under the Will of the late Coleman B. Moore; and an aggregate of 300,000
common shares held as co-trustee (with Thomas C. Moore, James O. Moore, and
William B. Moore) of two trusts established by Coleman B. Moore.
(5) Includes the common and preferred shares held by her as co-trustee of the
Trust under the Will of Coleman B. Moore referred to in footnote (4) above.
(6) Includes: 10,000 common shares held by him as trustee for his children;
300,000 common shares held by him as co-trustee of the two trusts referred
to in footnote (4) above; 13,000 common shares held by him as co-trustee of
a trust established by Frances O. Moore; and 2,149 common shares held by
him as custodian for his minor grandchildren.
(7) Includes: 300,000 common shares held by him as co-trustee of the two trusts
referred to in footnote (4) above; and 13,000 common shares held by him as
co-trustee of a trust established by Frances O. Moore.
(8) Includes, with respect to the particular named individual, shares issuable
under currently exercisable stock options granted to him as follows: James
O. Moore, 600 common shares; William B. Moore, 2,500 common shares; Edward
J. Curry, 1,400 common shares; and F. Lawton Hindle, 840 common shares.
(9) Includes: 300,000 common shares held by him as co-trustee of the two trusts
referred to in footnote (4) above; 13,000 common shares held by him as
co-trustee of a trust established by Frances O. Moore; and an aggregate of
11,200 common shares owned directly by his minor children.
(10) Shares held as of December 31, 1994 by Quest Advisory Corp. which is
controlled by Charles M. Royce according to their joint Schedule 13G.
4
<PAGE>
(11) According to a joint Schedule 13D filed by Peter Cundill & Associates
(Bermuda) Ltd. ("PCB"), Cundill Value Fund Ltd. ("Value Fund"), Peter
Cundill Holdings (Bermuda) Ltd. ("Holdings") and F. Peter Cundill
("Cundill"), includes as of December 31, 1994 (i) 145,800 common shares
owned by Value Fund, as to which PCB has sole dispositive and shared voting
power with Value Fund, and (ii) 50,625 common shares owned by investment
advisory clients of PCB, as to 35,750 common shares of which it shares
voting and dispositive power with such clients; and as to 14,875 common
shares of which PCB shares dispositive power only. PCB could be deemed to
be controlled by Holdings, which, in turn, could be deemed to be controlled
by Cundill.
(12) According to Dimentional Fund Advisors, Inc.'s ("Dimentional") Schedule
13G, includes 90,600 common shares held as of December 31, 1994 in
portfolios of DFA Investment Dimentions Group, Inc., as to which
Dimentional claims sole voting power. In addition, certain officers of
Dimentional also serve as officers of DFA Investment Dimentions Group Inc.
(the "Fund") and the DFA Investment Trust Company (the "Trust") for which
they vote 25,800 additional common shares owned by the Fund and Trust.
(13) Includes 7,980 common shares issuable under currently exercisable stock
options.
Thomas C. Moore, James O. Moore and William B. Moore are brothers and the sons
of the late Coleman B. Moore, founder of the Company.
1. ELECTION OF DIRECTORS
The By-Laws of the Company provide for a Board of Directors not less
than five nor more than eleven in number, to be divided into four classes of
directors. On February 7, 1995 the Board of Directors increased the number of
Directors from eight to nine and elected F. Lawton Hindle as a director. At the
1995 Annual Meeting, the shareholders will elect one director for a term
expiring in 1998, and two directors for terms expiring in 1999. The following
have been nominated by the Board of Directors to serve as directors until the
Annual Meeting of shareholders in the respective years indicated, and until a
successor is elected and has duly qualified.
1998: F. Lawton Hindle 1999: Edward J. Curry 1999: Raymond M. Reed
The above nominees are present directors of the Company. It is intended
that the proxies will be voted for the nominees or for substituted nominees, in
case any nominee becomes unavailable, which is not contemplated. However,
proxies will not be voted for the election of more than three directors.
The following table sets forth as of March 16, 1995, certain
information with respect to the nominees for election as a director, and each
director whose term of office will continue after the Annual Meeting.
<TABLE>
<CAPTION>
Present
Director Term
Name and Occupation (1) Age Since Expires
----------------------- ----- ---------- ---------
<S> <C> <C> <C>
F. Lawton Hindle 63 1995 1995
Retired in 1995 as President of
Moore Products Co. (Canada), Inc.
(a wholly-owned subsidiary
of the Company)
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
Edward J. Curry * 48 1986 1995
Executive Vice President
of the Company
Raymond M. Reed 59 1991 1995
President, R. Reed & Associates,
Inc. (a management consulting
firm); Director, SDTV, Inc.
James O. Moore 54 1978 1996
General Manager, Measurement
& Control Division beginning
in 1995; formerly, Manager of
Research and Electronic
Instrument Development
of the Company
William B. Moore * 52 1978 1996
President and Chief Executive
Officer of the Company
Ralph H. Owens 78 1974 1996
Retired in 1986 as Senior
Vice President of the Company
Robert B. Adams * 64 1986 1997
President, CEO & Director, Expando Seal
Tools, Inc. (a manufacturer of pressure
plugging and testing equipment) since 1994;
President, Product Development Services Co.
(a management and engineering consulting firm)
since 1993; former Vice President,
Engineering and Secretary of the Company
until 1993.
Edwin G. Rorke * 72 1968 1997
Chairman of the Board
of the Company; Retired
in 1988 as Chief Executive
Officer of the Company
Thomas C. Moore 62 1969 1998
Retired in 1994 as Regional
Manager of the Company
</TABLE>
* member of the Executive Committee
(1) Unless otherwise indicated, the named individuals have held the
specified positions (other than directorships), or other positions with
the indicated entities, for at least five years.
6
<PAGE>
Information Concerning Meetings and Certain Committees
Four meetings of the Board of Directors were held in 1994. No director
attended fewer than 75% of the total meetings of the Board and of any Board
Committees on which he served.
The Company has Audit and Compensation Committees, but does not have a
Nominating Committee.
The Audit Committee, members of which are presently Robert B. Adams,
Edward J. Curry, and Edwin G. Rorke, held four meetings in 1994. The Audit
Committee recommends engagement of the independent accountants, reviews the
scope of the audit, reviews the financial statements and performance of the
independent accountants, considers comments made by the independent accountants
with respect to the Company's system of internal accounting controls, reviews
controls with the Company's financial and accounting staff and reviews nonaudit
services provided by the Company's independent accountants.
A Compensation Committee customarily is appointed each year to study
and make recommendations to the Board regarding compensation of officers. That
committee held one meeting in 1994. The members of the present committee are
Robert B. Adams, Thomas C. Moore, and Ralph H. Owens.
Compensation Committee Interlocks and Insider Participation
The only persons who served on the Compensation Committee during 1994
were Thomas C. Moore, Ralph H. Owens and Robert B. Adams, Messrs. Owens and
Adams formerly were officers and Thomas C. Moore formerly was a Regional Manager
of the Company.
Compensation of Directors
Directors, other than those currently employed by the Company, are paid
$400 plus travel expenses for each Board and committee meeting they attend. On
occasion, directors are compensated on a per diem basis for specific consulting
services, and during 1994, consulting fees, totalling $2,400 were paid to
Raymond M. Reed or his affiliated consulting firm.
At his retirement in 1993, Robert B. Adams (former Vice President,
Engineering, Secretary and a member of the Board of Directors) entered into a
consulting and non-compete agreement with the Company for a three-year period
ending March 31, 1996. Mr. Adams or his affiliated consulting firm was paid
$17,136 under this agreement during 1994, and future compensation to be paid
under this agreement is not expected to exceed $30,000 over the remaining term.
Effective January 1, 1995 F. Lawton Hindle, (former officer of the
Company's Canadian subsidiary and a member of the Board of Directors) entered
into a consulting and non-compete agreement with the Company for a three-year
period ending December 31, 1997. Compensation to be paid under this agreement is
not expected to exceed $ 75,000 over the three-year term.
7
<PAGE>
2. OTHER MATTERS
The Board of Directors does not know at present of any matters to be
presented at the Meeting other than those mentioned in the Notice of Meeting and
customary procedural matters. However, if other matters should properly come
before the Meeting, the proxies solicited hereby will be voted on such matters
in accordance with the judgment of the persons voting such proxies, to the
extent permitted by applicable rules of the Securities and Exchange Commission.
ADDITIONAL INFORMATION
Report of the Compensation Committee
Executive compensation at the Company is comprised primarily of base
salary, split-dollar life insurance, a pension benefit plan, and, beginning in
1994, an Employee Retirement Savings Plan 401(k) with corporate matching
contributions and a Stock Option Plan. In addition, from time to time, executive
officers have received annual bonuses determined at the discretion of the Board
of Directors based upon the profitability of the Company. In 1992 modest bonuses
were paid to executive officers and to all employees at an equal rate as a
percentage of base pay. No such bonuses were paid to any employees in 1993 or
1994.
The Company's executive compensation program, including that for its
Chief Executive Officer, is guided by principles designed to align compensation
with overall business strategy, the current and long-term initiatives of
management, overall corporate performance and Company values. It is also
compared against statistical studies of comparable positions and
responsibilities in similar organizations to test the competitiveness of the
overall executive compensation program.
In the most recent three years, executive compensation has been
influenced by a continuing economic slowdown in the Company's industry and
corresponding impact on the operating results of the Company. Modest pay
increases in 1994 were granted to maintain competitive salary structures,
following almost three years of no increases to the base pay of executive
officers.
Aside from base pay, which is commensurate with responsibility, there
are presently no distinctive features to the compensation program for the Chief
Executive Officer or individual executive officers. Prior to 1994, the Company
had no stock option or long-term compensation arrangements for its executive
officers. In 1994 the Board of Directors and shareholders adopted a stock option
plan, for the benefit of all key employees, including executive officers.
Options granted in 1994 were based upon individual influence, initiative and
managerial ability in initiating changes that are intended to yield long-term
profitability and enhance shareholder value. No particular weight was ascribed
by the Committee to any one or more of these factors. Furthermore, the Committee
did not rely on any particular hurdles, benchmarks or other objective criteria
in awarding these options.
Compensation Committee:
Thomas C. Moore
Ralph H. Owens
Robert B. Adams
March 21, 1995
8
<PAGE>
Summary Compensation Table
The following table sets forth certain information concerning the
compensation paid or accrued to or for (i) the Company's Chief Executive Officer
and (ii) the only other executive officer whose total annual salary and bonus
exceeded $100,000 for 1994.
<TABLE>
<CAPTION>
Securities
Underlying All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($) ($) (#) ($)
------------------ ---- ------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
William B.Moore, 1994 163,231 0 10,000 3,069
President and 1993 158,000 0 0 2,494
Chief Executive 1992 158,000 1,185 0 2,494
Officer
Edward J. Curry, 1994 139,577 0 7,000 2,634
Executive Vice 1993 135,000 0 0 2,142
President 1992 135,000 1,013 0 2,142
</TABLE>
Amounts disclosed as "all other compensation" represent Company
matching contributions under a retirement savings 401(k) plan established in
1994, and annual premiums paid under an officer split-dollar insurance program
that provides supplemental life insurance coverage for each executive officer
equal to annual base salary (maximum of $100,000) to retirement and $100,000
after retirement. A portion of the premiums paid by the Company for an executive
officer's split- dollar policy will be repaid to the Company out of the death
benefit under such policy.
Pension Plan
The Company's defined benefit pension plan covers all employees over
age 21 with one year of service. A plan member's annual pension is 1.5% of the
average of his highest five consecutive years' base salary times the number of
years of credited service at date of retirement. The base salary or wages paid
by the Company to plan participants is the only compensation covered by the
plan. The 1994 base salaries and credited years of service for the executive
officers listed above were as follows: W. B. Moore, $166,000 with 27 years; and
E. J. Curry, $142,000 with 15 years.
The following table illustrates the estimated straight-life annual
retirement benefits payable at normal retirement age under the plan. The
benefits listed are not subject to any deduction for Social Security benefits or
other offset amounts. Benefits are subject to limitations imposed by the
Internal Revenue Code, which beginning in 1994 includes a $150,000 annual
compensation limit.
9
<PAGE>
<TABLE>
<CAPTION>
Average of Highest Credited Years of Service
Five Consecutive ------------------------------------------------------
Years Base Salary 10 years 20 years 30 years 40 years
------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000 $ 15,000 $ 30,000 $ 45,000 $ 60,000
125,000 18,750 37,500 56,250 75,000
150,000 22,500 45,000 67,500 90,000
175,000 22,500 45,000 67,500 90,000
200,000 22,500 45,000 67,500 90,000
</TABLE>
Stock Option Grants, Exercises and Holdings
The following tables set forth certain information concerning options to
purchase common stock granted to and exercised by the individuals named in the
Summary Compensation Table during 1994 and unexercised stock options held by
them at the end of 1994:
Option Grants in 1994
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------------
% of Total Potential Realizable
Number of Options Value at Assumed
Shares Granted to Exercise Annual Rate of Stock
Underlying Employees or Price Appreciation For
Options in Fiscal Base Expiration Option Term
Name Granted (#) (1) Year Price ($/Sh) Date 5% ($) 10% ($)
---- --------------- ---- ------------ ---- ------ -------
<S> <C> <C> <C> <C> <C>
William B.Moore 10,000 6.4% 17.325 2/7/99 47,866 105,771
Edward J. Curry 7,000 4.5% 15.75 2/7/04 69,336 175,710
</TABLE>
(1) All options were granted under the Company's 1994 Incentive Stock Option
and Nonqualified Stock Option Plan. The options granted to Mr. Moore have
an exercise price of 110% of the market price at the date of grant and
become exercisable in four equal installments commencing February 7, 1995.
The exercise price of Mr. Curry's options are 100% of the market price on
the date of grant, and his options become exercisable in five equal
installments commencing February 7, 1995.
10
<PAGE>
Aggregate Option Exercises in 1994 and Year-End Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Value Underlying Unexercised In-the-money Options at
Acquired on Realized Options at FY-End (#) FY-End ($)
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ --- ------------------------- -------------------------
<S> <C> <C> <C> <C>
William B. Moore None N/A 0/10,000 (1)
Edward J. Curry None N/A 0/7,000 (1)
</TABLE>
(1) The exercise prices of the options indicated were greater than the closing
price of the Company's common stock at December 31, 1994.
Shareholder Return Performance Graph
The following graph compares for the years 1990 through 1994 the yearly
change in the cumulative total shareholder return on the Company's common stock
with the cumulative total returns, as calculated by Media General Financial
Services, for the NASDAQ Market Value Index and an index comprised of 73
publically traded companies as classified by Dow Jones & Company, Inc. into an
industry group identified as "Industrial Technology".
[ INSERT PERFORMANCE GRAPH ]
FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
MOORE PRODUCTS CO. 100 76.11 90.15 66.75 59.36 58.4
INDUSTRY INDEX 100 79.03 95.44 73.65 88.64 115.81
NASDAQ 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
11
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP served as the Company's independent public accountants to
audit the accounts of the Company and its subsidiaries for 1994. Auditors to
serve in 1995 will be appointed in May, 1995 in accordance with the Company's
standard practice. Ernst & Young LLP has served as the Company's auditors since
1968. Representatives of Ernst & Young LLP will not be present at the Annual
Meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS
Under Securities and Exchange Commission rules, shareholders meeting
specified eligibility requirements are entitled to have certain types of
proposals included in the Company's Proxy Statement. Any such shareholder
desiring to have a proposal included in the Company's Proxy Statement for its
1996 Annual Meeting must deliver such proposal (which must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934) to the
attention the Corporate Secretary, at the address of the Company set forth
below, not later than December 11, 1995.
Annual Report
The Annual Report to shareholders containing audited results for the year
1994 accompanies this Proxy Statement but is not to be regarded as proxy
solicitation material.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1994, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED TO ANY
SHAREHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE ATTENTION OF THE
CORPORATE TREASURER, MOORE PRODUCTS CO., SPRING HOUSE, PENNSYLVANIA 19477.
ROBERT E. WISNIEWSKI
Secretary & Treasurer
March 24, 1995
12
<PAGE>
[ PROXY CARD ]
MOORE PRODUCTS CO.
Annual Meeting of Shareholders May 4, 1995
This Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) JAMES O. MOORE, WILLIAM B. MOORE and
ROBERT E. WISNIEWSKI or any of them, with full power of substitution, proxies to
vote, as designated on the reverse side, all of the voting shares of capital
stock of MOORE PRODUCTS CO. held of record by the undersigned on March 16, 1995,
at the Annual Meeting of Shareholders to be held on May 4, 1995, and at any
adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO CONTRARY DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 ON THE REVERSE SIDE AND IN ACCORDANCE WITH THE PROXIES'
BEST JUDGEMENT UPON OTHER MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
(Continued on reverse side)
13
<PAGE>
MOORE PRODUCTS CO.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
IF YOUR STOCK CERTIFICATE IS LOST, STOLEN OR DESTROYED, OR IF YOU CHANGE YOUR
ADDRESS, PLEASE CONTACT OUR STOCK TRANSFER AGENT, MELLON BANK N.A., AT
1-800-526-0801.
14
<PAGE>
1. Election of Directors
To vote FOR To Withhold
the nominees Authority to vote
listed below for the nominees
check this box check this box
(except as marked to the
contrary below)
[ ] [ ]
(To withhold authority to vote for any individual nominee,
strike a line through the nominee's name listed below.)
F. Lawton Hindle Edward J. Curry Raymond M. Reed
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
DATED:___________________________ , 1995
________________________________________
Signature
________________________________________
Signature if held jointly
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, or as 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.
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THE PROXY CARD(S) USING THE ENCLOSED
ENVELOPE.
15
<PAGE>
