<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ACR GROUP, INC.
- - ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Anthony R. Maresca
- - ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-(j)(2).
/ / $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.
<PAGE>
ACR GROUP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of ACR Group, Inc. will be held at
the Westchase Hilton & Towers, 9999 Westheimer, Houston, Texas 77042, on
Thursday, July 20, 1995 at 10:00 a.m., Houston time, for the following
purposes:
(1) To elect directors; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on June 20, 1995 are
entitled to notice of the meeting and are entitled to vote at the meeting or
any adjournment thereof.
By Order of the Board of Directors.
/s/ ANTHONY R. MARESCA
---------------------------------------
Anthony R. Maresca
Secretary
June 26, 1995
YOUR VOTE IS IMPORTANT
----------------------
PLEASE MARK, DATE AND SIGN YOUR PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
ACR GROUP, INC.
3200 WILCREST DRIVE, SUITE 440
HOUSTON, TEXAS 77042-6019
PROXY STATEMENT
This statement is furnished in connection with the solicitation of
proxies for use at the annual meeting of shareholders of ACR Group, Inc.
(the "Company") to be held at the time and place and for the purposes set
forth in the foregoing Notice of Annual Meeting of Shareholders and at any
adjournments thereof.
SOLICITATION OF PROXIES
Proxies in the accompanying form are solicited by management at the
direction of the Board of Directors. Execution and return of the proxy will
not in any way affect a shareholder's right to attend the meeting and to vote
in person, and a shareholder giving a proxy has the power to revoke it at any
time before it is exercised by giving written notice to the Company at or
prior to the meeting. Properly executed proxies in the accompanying form,
received in due time and not previously revoked, will be voted as specified.
Where no choice is specified, proxies will be voted FOR the election of all
directors named below.
The original solicitation will be conducted by mail. The Company will
bear the expense of solicitation of proxies, including the charges and
expenses of brokerage firms and others incurred in forwarding solicitation
material to beneficial owners of stock. Further solicitation of proxies may
be made by telephone or oral communication with shareholders of the Company
following the original solicitation. All further solicitation will be by
regular employees of the Company who will not be additionally compensated
therefor.
RECORD DATE - OUTSTANDING SECURITIES
Only holders of Common Stock of the Company of record at the close of
business on June 20, 1995, are entitled to notice of and to vote at the
meeting. At that date, there were outstanding 10,246,555 shares of the
Company's Common Stock. Each shareholder is entitled to one vote for each
share of Common Stock held on all matters coming before the meeting and,
except as otherwise provided by applicable law, a favorable vote consists of
a simple majority of the votes cast. Shareholders are not entitled to
cumulate their votes in the election of directors, which means that the
holders of more than half of the shares voting for the election of directors
can elect all of the directors if they choose to do so.
<PAGE>
ELECTION OF DIRECTORS
INFORMATION CONCERNING DIRECTORS
It is proposed that five directors will be elected at the meeting, each
to hold office until the next annual meeting of shareholders and until his
successor is duly elected and qualified. The Company has no reason to believe
that any nominee will be unavailable at the time of election. All of the
nominees, other than Mr. Stansbury, are presently members of the Board of
Directors of the Company. There are no family relationships among any of the
directors of the Company. The names of the persons nominated by management,
together with information as to their principal occupations, age, and
experience, are as follows:
ALEX TREVINO, JR., age 59, has served as a director of the Company since
1982, Chairman of the Board of the Company since 1988 and President and Chief
Executive Officer of the Company since July 1990. From February 1990 until
his date of employment, he was a consultant to the Company. From September
1987 to February 1990, he served as President of Western Operations of the
Refrigeration and Air Conditioning Group of MLX Corporation, which is a
distributor of commercial refrigeration, heating and cooling equipment.
ANTHONY R. MARESCA, age 44, has been employed by the Company since 1985,
serving as Controller until November 1985 when he was promoted to Senior Vice
President, Chief Financial Officer and Treasurer. Mr. Maresca has been a
director of the Company since 1986. Mr. Maresca is a certified public
accountant.
THOMAS W. COURTNEY, age 61, is President of Courtney Associates, Inc., a
venture capital firm which he founded in 1982. Mr. Courtney has been a
director of the Company since 1988.
RONALD T. NIXON, age 39, has been a shareholder and officer since 1990
in The Catalyst Group, Inc., a mid-market private investment firm
specializing in providing equity and subordinated debt financing. Mr. Nixon
has been a director of the Company since December 1992.
HERBERT E. STANSBURY, age 69, has served as a director of San Francisco
Federal Savings since 1973 and was chairman of the board from 1985 to 1994.
He is also a director of four Meridian Point Realty trusts listed on the
American Stock Exchange. He owns Stansbury & Company, a sales research and
marketing consulting firm, and Smart Charts Productions, a company which
provides cartoon features for business. The cartoons created by that company
were formerly syndicated by THE LOS ANGELES TIMES. Mr. Stansbury has not
previously served in any capacity with the Company.
-2-
<PAGE>
The Board of Directors of the Company met three times during the fiscal
year ended February 28, 1995. The Board has established two standing
committees. The Audit Committee, comprised of Messrs. Courtney and Nixon,
exercises oversight with respect to the Company's accounting practices and
procedures and its relationship with its independent auditors. The Audit
Committee met two times during fiscal 1995. The Compensation Committee,
comprised of Messrs. Nixon and Courtney, makes recommendations to the Board
of Directors regarding the compensation and benefits of officers. There were
two Compensation Committee meetings held during fiscal 1995. The Company does
not have a nominating committee.
No director attended less than 75% of the aggregate of the total number
of meetings of the Board of Directors and the total number of meetings held
by all committees of the Board of Directors on which the director served.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of May 15, 1995, by (i) each
shareholder who is known by the Company to own beneficially more than 5% of
the outstanding shares of Common Stock, (ii) each director and nominee for
director, (iii) the President and Chief Executive Officer, and (iv) all
directors and executive officers as a group. Except as otherwise indicated,
the shareholders listed in the table have sole voting and investment power
with respect to the shares indicated. All information with respect to
beneficial ownership has been furnished by the shareholders to the Company.
-3-
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
- - ------------------------------------ ----------------- -------
<S> <C> <C>
Alex Trevino, Jr. (2) (3) 2,181,081 20.5%
ACR Group, Inc.
3200 Wilcrest Drive, Suite 440
Houston, TX 77042
Thomas W. Courtney 1,309,900 12.8%
P. O. Box 8186
Naples, FL 33941
Ronald T. Nixon (4) 1,000,000 8.9%
The Catalyst Group
Three Riverway, Suite 770
Houston, TX 77056
Anthony R. Maresca 394,650 3.9%
ACR Group, Inc.
3200 Wilcrest Drive, Suite 440
Houston, TX 77042
Herbert E. Stansbury, Jr. -0- -
Stansbury & Company
37 Sharon Avenue
Piedmont, CA 94611
DST Investments 1,493,394 14.6%
2 Memorial Point
Houston, TX 77024
The Catalyst Fund, Ltd. (5) 1,000,000 8.9%
Three Riverway, Suite 770
Houston, TX 77056
David L. Brown 697,496 6.8%
Telescan, Inc.
10550 Richmond Avenue, Suite 250
Houston, TX 77042
EOT Investments, Inc. 746,697 7.3%
5125 Cape Romain
Corpus Christi, TX 78412
Dana L. Fisher 736,697 7.2%
ACR Supply, Inc.
P. O. Box 3238
Pasadena, TX 77501
Dr. Veasy C. Buttram, Jr. 547,050 5.3%
7 Memorial Point
Houston, TX 77024
All Directors and Executive Officers 2,308,237 21.7%
as a group (4 persons) (6) (7)
-4-
<PAGE>
<FN>
- - -----------------------
(1) For each beneficial owner, the number of shares outstanding and their
percentage of stock ownership includes the number of common and all
common equivalent shares (including options exercisable within 60 days)
owned by such individual at May 15, 1995.
(2) Includes 1,493,394 shares owned by DST Investments, a partnership whose
partners are Henrietta Trevino, wife of Mr. Trevino, and his two adult
children, and 84,000 shares owned by Henrietta Trevino. The beneficial
ownership of all of such shares is disclaimed by Mr. Trevino.
(3) Includes 378,687 shares which are subject to options exercisable within
60 days of May 15, 1995.
(4) Includes 1,000,000 shares which are subject to warrants issued to The
Catalyst Fund, Ltd., exercisable within 60 days of May 15, 1995, the
beneficial ownership of which is disclaimed by Mr. Nixon.
(5) Includes 1,000,000 shares which are subject to warrants exercisable within
60 days of May 15, 1995.
(6) Includes an aggregate of 378,687 shares which are subject to options
exercisable by directors and executive officers as a group within 60 days
of May 15, 1995.
(7) Excludes all shares as to which directors and executive officers disclaim
beneficial ownership.
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid by the Company during the fiscal years ended February 28,
1995 and 1994, and the eight month period from July 1, 1992 to February 28,
1993, to the Company's chief executive officer. In December 1992, the Company
changed its fiscal year-end from June 30 to the last day of February. No
other executive officer of the Company received compensation which exceeded
$100,000 during the fiscal year ended February 28, 1995.
-5-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Fiscal Long-Term
Name and Principal Period Annual Compensation Compensation Awards
Position Ended Salary Options (#)
- - ------------------ ------- -------------------- --------------------
<S> <C> <C> <C>
Alex Trevino, Jr. 2/28/95 $125,000 25,000
President and
Chief Executive 2/28/94 118,233 -
Officer 2/28/93 61,681 325,000
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options
granted by the Company during the fiscal year ended February 28, 1995 to the
Company's chief executive officer. The Company has no plans that provide for
the granting of stock appreciation rights and, accordingly, no such rights
were granted during the fiscal year ended February 28, 1995.
<TABLE>
<CAPTION>
% of Total
No. of Securities Options Granted Exercise or Grant Date
Underlying Options to Employees Base Share Expiration Present
Name Granted (1) in Fiscal Year Price Date Value (2)(3)
----- ------------------ --------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Alex Trevino, Jr. 25,000 50.0% $0.76 5/31/99 $10,250
<FN>
- - -----------------------
(1) These grants were made pursuant to Mr. Trevino's employment agreement
with the Company which provides for up to 425,000 options to be issued
based upon increases in the Company's cumulative pre-tax earnings per
share.
(2) This calculation is based on the Black-Scholes Option Pricing Model
adapted for use in valuing stock options. The actual value, if any, an
executive officer may realize ultimately depends on the market value of
the Common Stock at a future date. There is no assurance that the value
realized by an executive will be at or near the value estimated by the
Black-Scholes Model. The estimated values under that model are based on
the assumptions described in the footnote below.
(3) The Black-Scholes Option Pricing Model calculates the present value of
option grants as measured at the date of each grant. All options were
granted at fair market value. The following assumptions were used in
valuing the options granted: market value of stock equal to the exercise
price; 60 month option term; estimated volatility of 40% risk-free rate
of return of 6.53% based upon the yield of Treasury STRIPs of comparable
maturity to the option and a dividend yield of 0%.
</TABLE>
-6-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table discloses the value, as of February 28, 1995, of
unexercised stock options held by the Company's chief executive officer. Such
officer did not exercise any stock options during the fiscal year ended
February 28, 1995.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in-
Options at the-Money Options at
Shares February 28, 1995 February 28, 1995
Acquired Value --------------------------- --------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - ---------------- ----------- --------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alex Trevino, Jr. -0- - 378,687 - $89,773 -
</TABLE>
-7-
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors consists of the two
directors who are not employed by the Company. There are no committee
interlocks or insider participation among the members of the Compensation
Committee.
The goal of the Compensation Committee is to ensure that the Company's
compensation policies are suitable to attract and retain highly qualified
executive officers and directors. Particular emphasis is placed on creating
an appropriate blend of base and incentive compensation. Incentive
compensation may also include both cash and equity components to align
executives' interests with those of the shareholders.
The Committee reviews annually the compensation of the Company's
executive officers. In evaluating the level of base compensation, the
Committee gives particular consideration to the relative compensation of
executives in similar positions in publicly traded wholesale distribution
companies with comparable sales. From time to time, the Committee may obtain
advice from compensation and benefits consultants. The Committee does not
anticipate that compensation paid to executive officers will exceed the
limits for deductibility established by Section 162(m) of the Internal
Revenue Code of 1986, as amended.
During the fiscal year ended February 28, 1995, the compensation paid to
Mr. Alex Trevino, Jr., chief executive officer of the Company, was consistent
with the terms of his employment contract that was entered into in 1993.
Effective March 1, 1995, the Compensation Committee increased Mr. Trevino's
base compensation by 20%, while leaving intact all other elements of his
employment contract. The Committee noted that, although the Company's
five-year stock performance has underperformed its comparable market indices,
the trend for the past three years has been above average. The Committee
further observed that, under Mr. Trevino's leadership, the Company has
attained a meaningful size within its industry during the past three years.
The Committee believes that because of Mr. Trevino's stature and personal
contacts within the HVACR industry, the Company is positioned to maintain
growth rates in sales and earnings that significantly exceed the industry
average.
Ronald T. Nixon Thomas W. Courtney
Chairman Member
-8-
<PAGE>
STOCK PERFORMANCE GRAPHS
The following graphs set forth the cumulative total shareholder return
(assuming reinvestment of dividends) to ACR Group, Inc.'s shareholders, as
well as the NASDAQ Stock Market Index and the NASDAQ Non-Financial Stocks
Index. Two graphs are presented with one comparing stock performance over the
five-year period from 1990 to 1995, and the other comparing stock performance
over the most recent year ended February 28, 1995. Although the one-year
performance graph is not required information, the Company believes that it
better reflects the Company's stock performance relative to the other two
indices. The Company did not enter the HVACR industry until the middle of
1990, and from 1990 to 1993, gradually developed its businesses in the
industry. From February 28, 1993, when the Company acquired ACR Supply, Inc.,
the Company has been a significant member of the HVACR industry.
CUMULATIVE TOTAL RETURN 1990-1995
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
A) VALUE OF $100 INVESTED
ACR Group, Inc. ............... $100 $ 40.63 $ 28.13 $100.00 $150.00 $150.00
NASDAQ Stock Market Index ..... $100 $110.15 $157.20 $167.25 $198.00 $200.72
NASDAQ Non-Financial Stocks ... $100 $114.75 $162.64 $160.56 $194.47 $191.34
1990 1991 1992 1993 1994 1995
---- ------- ------- ------- ------- -------
B) ANNUAL RETURN
ACR Group, Inc. ............... NA -(59.38)% -(30.77)% 255.56 % 50.00% 0.00 %
NASDAQ Stock Market Index ..... NA 10.15 % 42.71 % 6.39 % 18.39% 1.37 %
NASDAQ Non-Financial Stocks ... NA 14.75 % 41.74 % -(1.28)% 21.12% (1.61)%
</TABLE>
CUMULATIVE TOTAL RETURN 1994-1995
<TABLE>
<CAPTION>
1994 1995 1994 1995
---- ------- ---- --------
<S> <C> <C> <C> <C> <C>
A) VALUE OF $100 INVESTED B) ANNUAL RETURN
ACR Group, Inc. ............... $100 $100.00 NA 0.00 %
NASDAQ Stock Market Index ..... $100 $101.37 NA 1.37 %
NASDAQ Non-Financial Stocks ... $100 $ 98.39 NA -(1.61)%
</TABLE>
-9-
<PAGE>
EMPLOYMENT CONTRACT AND TERMINATION OF EMPLOYMENT ARRANGEMENT
Mr. Trevino and the Company entered into an employment agreement
effective as of May 17, 1993, having a term ending February 28, 1998.
Pursuant to the agreement, Mr. Trevino serves as President and Chief
Executive Officer of the Company. The agreement may be terminated by the
Company for cause, death or disability, or if the Company has a net loss
before taxes in any fiscal year. In the event that the agreement is otherwise
terminated by the Company, Mr. Trevino is to be paid all compensation and
benefits provided under the agreement through the later of February 28, 1998
or one year after termination of his employment.
Under the agreement, Mr. Trevino's annual salary is $125,000. At such
time as the Company's net income before taxes for a full fiscal year exceeds
$750,000, his annual salary is to be increased to $150,000 and he shall
receive a restricted stock award of 125,000 shares of the Company's Common
Stock. Effective as of March 1, 1995, Mr. Trevino's employment agreement was
amended to increase his annual salary to $150,000. No other terms of the
agreement were modified. The agreement also provides that Mr. Trevino is to
receive a cash bonus equal to his annual salary multiplied by the percentage
by which the Company's net income before taxes for a fiscal year exceeds the
forecast net income before taxes as approved by the Board of Directors. Such
bonus may not exceed 75% of Mr. Trevino's base salary. No bonus was earned by
Mr. Trevino for the fiscal year ended February 28, 1995.
Mr. Trevino's employment agreement further provides that the Company will
grant Mr. Trevino options to purchase up to a maximum of 425,000 shares of
the Company's Common Stock at an exercise price per share equal to the
greater of the average of the market price of the Company's Common Stock for
the thirty trading days preceding the date of grant or the Company's book
value per share. For each full fiscal year during the term of the agreement,
Mr. Trevino will be granted 25,000 options for each $.01 per share that the
Company's net income before taxes exceeds $.03 per share (less options
previously granted under the agreement for prior fiscal years). If Mr.
Trevino's employment is terminated by the Company without cause, all stock
options not previously granted are to be granted and shall be fully vested.
All options granted under the agreement expire on the sooner of five years
from the date of grant or ninety days after termination. Pursuant to this
agreement, Mr. Trevino has been granted 25,000 options with respect to the
Company's net income before taxes for each of the fiscal years ended February
28, 1994 and 1995.
The agreement also provides that if Mr. Trevino terminates his
employment, or if the Company terminates his employment for cause, Mr.
Trevino is prohibited from competing with the Company for a period of two
years.
-10-
<PAGE>
COMPENSATION OF DIRECTORS
Non-employee directors are paid $3,600 per year, payable quarterly, for
service on the Board. In addition, non-employee directors are paid $500 for
each meeting of the Board or a committee of the Board attended in person and
are reimbursed for actual expenses incurred for attendance at meetings.
Directors who are employed by the Company receive no compensation for being a
director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1993, the Company obtained a loan from The Catalyst Fund, Ltd.
("Catalyst") for $1.0 million, the proceeds of which were used to pay the
cash portion of the purchase price of ACR Supply, Inc. ("ACRS") and for
working capital for ACRS. The loan bears interest at 12 1/2% per annum and is
secured by the stock and operating assets of the Company's subsidiaries and
an assignment of proceeds from a life insurance policy on Mr. Trevino.
Catalyst has subordinated its security interests in connection with up to
$5.8 million in additional secured borrowings of the Company. In addition,
Catalyst received a warrant to purchase one million shares of the Company's
Common Stock at a price of $.59 per share, exercisable at any time before May
1999. Mr. Nixon is a shareholder and officer of the general partner of
Catalyst.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The independent auditors of the Company are Ernst & Young LLP. The
Company has requested that Ernst & Young LLP continue to act as the
independent auditors of the Company for fiscal 1996. A representative of
Ernst & Young LLP will be present at the annual meeting with the opportunity
to make a statement if he desires to do so and will be available to respond
to appropriate questions addressed to him.
PROPOSALS OF SHAREHOLDERS
It is anticipated that the next annual meeting will be held in July 1996
with proxy solicitation commencing in June 1996. Any proposal to be presented
at next year's annual meeting of shareholders must be received by the Company
at its principal executive offices by February 26, 1996, for inclusion in the
Company's proxy materials relating to that meeting. Any such proposals must
comply in all respects with the rules and regulations of the Securities and
Exchange Commission.
-11-
<PAGE>
OTHER MATTERS
Management knows of no matter to be presented for action at the meeting
other than those described above. However, if any such other matter should
properly come before the meeting, or if any vacancy in the proposed slate of
directors should be caused by an unexpected occurrence before the holding of
the election, the proxies will vote thereon in accordance with the
recommendations of management or for such other nominee as management may
select.
The statements set forth herein as to the present principal occupations
of the nominees as directors, the beneficial ownership of securities of the
Company, and other matters not of record with the Company, are based upon
information furnished to the Company.
By Order of the Board of Directors,
/s/ ANTHONY R. MARESCA
-------------------------------------
Anthony R. Maresca
Secretary
June 26, 1995
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
BEING SOLICITED, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY
28, 1995, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH
REPORT SHOULD BE DIRECTED TO ANTHONY R. MARESCA, ACR GROUP, INC., 3200
WILCREST DRIVE, SUITE 440, HOUSTON, TEXAS 77042.
-12-
<PAGE>
ACR GROUP, INC.
PROXY FOR ANNUAL MEETING TO BE HELD JULY 20, 1995
The undersigned hereby appoints Alex Trevino, Jr. and Anthony R.
Maresca, or either of them, each with power of substitution, the proxies of
the undersigned, to vote the stock of the undersigned at the annual meeting
of shareholders of ACR Group, Inc., to be held at the Westchase Hilton &
Towers, 9999 Westheimer, Houston, Texas 77042, on Thursday, July 20, 1995
at 10:00 a.m., Houston time, or at any adjournments thereof, as indicated
on the reverse side hereof.
(Continued on reverse side)
_______________________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS and will be voted as
indicated by the shareholder. Unless a contrary direction is indicated,
the proxies shall vote the shares FOR the election as directors of the
Board's nominees, and in accordance with the recommendations of management
on any other business coming before the meeting.
Please mark your votes as this /x/.
(1) To elect five directors for a term
of one year: Thomas W. Courtney, Anthony R.
Maresca, Ronald T. Nixon,
Herbert E. Stansbury, Jr.,
Alex Trevino, Jr.
FOR the nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold
listed at right to vote for the authority to vote for any
/ / nominee(s) listed individual nominee, write
at right that nominee's name in the
/ / space provided below).
____________________________________
____________________________________
____________________________________
PLEASE DO NOT FOLD, BEND OR
MUTILATE THIS CARD.
(Please sign your name here
exactly as it appears hereon.
Joint owners must each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your full
title as it appears hereon).
Dated ________________________, 1995
____________________________________
Signature
____________________________________
Signature
Sign, Date and Return the Proxy
Card Promptly Using the Enclosed
Envelope.
