SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Sectioin 240.14a-12
Equitex, Inc.
-------------
(Name of Registrant as Specified in its Charter)
Thomas B. Olson
---------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a6(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
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuat to Exchange Act Rule 0-11:____________________________
(4) Proposed Maximum aggregate value of transaction:______________
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by regitration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:__________________________________
(2) Form, Schedule or Registration Statement No.:____________
(3) Filing Party:____________________________________________
(4) Date Filed:______________________________________________
<PAGE>
EQUITEX, INC.
7315 East Peakview Avenue
Greenwood Executive Park, Building 8
Englewood, Colorado 80111
- --------------------------------------------------------------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 16, 1996
- --------------------------------------------------------------------------------
November 22, 1996
TO THE STOCKHOLDERS OF EQUITEX, INC.:
The 1996 Annual Meeting of Stockholders of Equitex, Inc., a Delaware
corporation (the "Company"), will be held at the offices of Friedlob Sanderson
Raskin Paulson & Tourtillott, LLC, 1400 Glenarm Place, Third Floor, Denver,
Colorado 80202, on December 16, 1996 at 10:00 a.m. Mountain Standard Time, to
consider and take action on:
1. The election of three directors to serve until the next annual meeting
of stockholders and until their successors have been elected and qualified.
(Passage of this proposal requires the affirmative vote of a majority of the
voting shares represented at the meeting.)
2. A proposal to ratify the appointment of Davis & Co., CPA's, P.C. as the
independent auditor of the Company for the year ending December 31, 1996.
(Passage of this proposal requires the affirmative vote of a majority of the
voting shares represented at the meeting.)
3. Such other business as may properly come before the meeting, or any
adjournment or adjournments thereof.
The discussion of the proposals of the Board of Directors set forth above
is intended only as a summary, and is qualified in its entirety by the
information relating to the proposals set forth in the accompanying Proxy
Statement.
Only holders of record of Common Stock at the close of business on November
18, 1996 will be entitled to notice of and to vote at this Annual Meeting, or
any postponements or adjournments thereof.
November 22, 1996 By the order of the Board of
Directors:
Thomas B. Olson
Secretary
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
YOUR VOTE IS IMPORTANT
<PAGE>
EQUITEX, INC.
7315 East Peakview Avenue
Greenwood Executive Park, Building 8
Englewood, Colorado 80111
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 16, 1996
November 22, 1996
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH A SOLICITATION OF PROXIES
(IN THE FORM ENCLOSED) BY THE BOARD OF DIRECTORS OF EQUITEX, INC. (THE
"COMPANY") TO BE USED AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS AT 10:00 A.M.
(MOUNTAIN TIME), ON DECEMBER 16, 1996 AT THE OFFICES OF FRIEDLOB SANDERSON
RASKIN PAULSON & TOURTILLOTT, LLC, 1400 GLENARM PLACE, THIRD FLOOR, DENVER,
COLORADO 80202. THE PROXY AND PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS ON
OR BEFORE NOVEMBER 22, 1996.
REVOCABILITY OF PROXY
---------------------
If the enclosed Proxy is executed and returned, it will be voted on the
proposals as indicated by the stockholder. The Proxy may be revoked by the
stockholder at any time prior to its use by notice in writing to the Secretary
of the Company, by executing a later dated proxy and delivering it to the
Company prior to the meeting or by voting in person at the meeting.
SOLICITATION
------------
The cost of preparing, assembling and mailing the Notice of Meeting, Proxy
Statement and Proxy (the "Proxy Materials"), miscellaneous costs with respect to
the Proxy Materials and solicitation of the Proxies will be paid by the Company.
The Company also may use the services of its directors, officers and employees
to solicit Proxies, personally or by telephone and telegraph, but at no
additional salary or compensation. The company intends to request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
copies of the Proxy Materials to those persons for whom they hold such shares
and request authority for the execution of the Proxies. The Company will
reimburse them for the reasonable out-of-pocket expenses incurred by them in so
doing.
VOTING SECURITIES
-----------------
Holders of record of the Company's common stock, $.02 par value, at the
close of business on November 18, 1996 will be entitled to vote on all matters.
On the Record Date the Company had 3,191,115 shares of Common Stock outstanding.
All per share amounts listed in this Proxy Statement for periods prior to
January 2, 1996 have been restated to reflect a 1 for 2 reverse stock split
approved by the Company's stockholders which took effect on that date. The
holders of all shares of Common Stock are entitled to one vote per share. The
only class of voting securities outstanding is the Common Stock. One-third of
the issued and outstanding shares of the Common Stock entitled to vote,
represented in person or by proxy, constitutes a quorum at any stockholders'
meeting. Passage of each proposal requires the affirmative vote of a majority of
the voting shares represented in person or by proxy at the meeting. Abstentions
on a proposal will be counted as votes against that proposal. Broker non-votes
will not be counted as shares represented at the meeting.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
-----------------------------------------------------------
Set forth below is information as to certain persons known by the Company
to be the beneficial owner of more than five percent of the outstanding Common
Stock and the beneficial ownership of the Company's directors, individually, and
officers and directors as a group as of November 18, 1996:
<TABLE>
<CAPTION>
Name and address Amount and Nature
of beneficial owner Beneficial Ownership <F1> Percent of Class
- ------------------- ------------------------- ----------------
<S> <C> <C>
Henry Fong ................................. 537,829 <F2> 15.8%
7315 East Peakview Avenue
Englewood, Colorado 80111
Unnamed Association ........................ 187,500 5.9%
of Persons
c/o Gary L. Blum, Esq ......................
9595 Wilshire Blvd., Suite 511
Beverly Hills, California 90212
Russell L. Casement ........................ 75,000 <F3> 2.3%
1355 S. Colorado Blvd., Suite 320
Denver, Colorado 80222
Aaron A. Grunfeld .......................... 59,800 <F3> 1.9%
10390 Santa Monica Blvd, Fourth Floor
Los Angeles, California 90025
All officers and directors ................. 677,629 <F2><F4><F5> 19.4%
as a group (four persons)
- ----------
<FN>
<F1> The beneficial owners exercise sole voting and investment power.
<F2> Includes 206,545 shares underlying options granted under the Company's 1993
Stock Option Plan.
<F3> Includes 50,000 shares underlying options granted under the Company's 1993
Stock Option Plan for Non-Employee Directors.
<F4> Includes 100,000 shares underlying options granted under the Company's 1993
Stock Option Plan for Non-Employee Directors.
<F5> Includes 5,000 shares underlying options granted under the Company's 1993
Stock Option Plan.
</FN>
</TABLE>
No change in control of the Company has occurred since the beginning of the
last calendar year.
The Company does not know of any arrangements, the operation of which may,
at a subsequent date, result in a change in control of the Company.
-2-
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
---------------------
The following three persons are to be elected as directors of the Company
for a term of one year and until the election and qualification of their
successors: Henry Fong, Russell L. Casement and Aaron A. Grunfeld. These three
directors will constitute the entire Board of Directors. The persons named in
the proxy intend to vote for Messrs. Fong, Casement and Grunfeld who have been
recommended for election by the Board of Directors of the Company unless a
stockholder withholds authority to vote for any or all of the nominees. If any
nominee is unable to serve or, for good cause, will not serve, the persons named
in the proxy reserve the right to substitute another person of their choice as a
nominee in his place. Each of the nominees has agreed to serve, if elected.
Vote Required
- -------------
A majority of the votes cast at the meeting by stockholders entitled to
vote thereon will be required for election to the Board of Directors.
INFORMATION ABOUT OFFICERS AND DIRECTORS
----------------------------------------
HENRY FONG, AGE 59*
Mr. Fong has been the President, Treasurer and a director of the Company since
inception. Since 1987 Mr. Fong has been the president, chief executive officer,
treasurer and a director of Roadmaster Industries, Inc. a publicly-held investee
of the Company. Mr. Fong has also been a director of Roadmaster Industries, Inc.
subsidiaries, Roadmaster Corporation since August 1987, Hamilton Lamp
Corporation since October 1989 and Flexible Flyer Industries, Inc. since
September 1994. Since July 1996, Mr. Fong has been a director of IntraNet
Solutions, Inc., a publicly-held investee company which provides
internet/intranet solutions to Fortune 1000 companies and was the chairman of
the board of its predecessor company, MacGregor Sports and Fitness, Inc. from
February 1991, until the two companies merged in July 1996. Since January 1993,
Mr. Fong has been chairman of the board and chief executive officer of
California Pro Sports, Inc., a publicly-traded manufacturer and distributor of
in-line skates, hockey equipment and related accessories. From 1959 to 1982 Mr.
Fong served in various accounting, finance and budgeting positions with the
Department of the Air Force. During the period from 1972 to 1981 he was assigned
to senior supervisory positions at the Department of the Air Force headquarters
in the Pentagon. In 1978, he was selected to participate in the Federal
Executive Development Program and in 1981, he was appointed to the Senior
Executive Service. In 1970 and 1971, he attended the Woodrow Wilson School,
Princeton University and was a Princeton Fellow in Public Affairs. Mr. Fong
received the Air Force Meritorious Civilian Service Award in 1982. Mr. Fong is a
certified public accountant. In March 1994, Mr. Fong was one of twelve CEO's
selected as Silver Award winners in FINANCIAL WORLD magazine's corporate
American "Dream Team."
- ----------------------
* Mr. Fong is an "interested person" of the Company as defined under the
Investment Company act of 1940, as amended, because he is an affiliated person
under that Act.
-3-
<PAGE>
RUSSELL L. CASEMENT, AGE 53
Dr. Casement has been a director of the Company since February 1989. In 1994,
Dr. Casement became the President of ProMark, Inc. a privately-held investee of
the Company which currently is inactive. Since 1969, Dr. Casement has been the
president of his own private dental practice, Russell Casement, D.D.S., P.C., in
Denver, Colorado. Dr. Casement earned a Doctor of Dental Science degree from
Northwestern University in 1967. Dr. Casement is a member of the American Dental
Association, the Colorado Dental Association and the Metro Denver Dental
Association.
AARON A. GRUNFELD, AGE 49
Mr. Grunfeld has been a director of the Company since November 1991. Mr.
Grunfeld has been engaged in the practice of law for the past 25 years and has
been of counsel to the firm of Resch Polster Alpert & Berger, LLP, Los Angeles,
California since November 1995. From April 1990 to November 1995, Mr. Grunfeld
was a member of the firm of Spensley Horn Jubas & Lubitz, Los Angeles,
California. Mr. Grunfeld received an A.B. in Political Science from UCLA in 1968
and a J.D. from Columbia University in 1971. He is a member of the California
Bar Association.
THOMAS B. OLSON, AGE 30
Mr. Olson has been Secretary of the Company since January 1988. Since February
1990, Mr. Olson has been a director, and since May 1994 Secretary, of Immune
Response, Inc. a publicly held investee of the Company formerly engaged in
laboratory medical testing and related research activities but which now is
seeking other business opportunities. Mr. Olson has attended Arizona State
University and the University of Colorado at Denver.
The Board took action through four board meetings during the 1995 fiscal
year.
The Board of Directors has an Audit Committee consisting of Dr. Casement,
as chairman, and Mr. Grunfeld, and a Compensation Committee consisting of Mr.
Grunfeld, as chairman, and Dr. Casement. The Board of Directors does not have
and does not expect to appoint a nominating committee.
The audit committee reviews and approves the scope of the annual audit
undertaken by the Company's independent public accountants and meet with them as
is necessary to review the progress and results of their work as well as any
recommendations they may make. The Committee also reviews the fees of the
independent public accountants and recommends to the Board of Directors the
appointment of independent public accountants. In connection with the internal
accounting controls of the Company, the Committee reviews internal audit
procedures and reporting systems. The Compensation Committee reviews the
Company's compensation arrangements as is necessary and makes recommendations to
the Board of Directors.
The Audit and Compensation Committees were established during the 1992
fiscal year. The Audit Committee met once and the Compensation Committee did not
meet during the 1995 fiscal year.
Each director receives an annual retainer of $10,000, paid monthly, and
$500 for each Board meeting attended, as well as reimbursement for expenses
incurred in attending Board meetings. Until June 1995, each director received
$1,500 for each Board meeting attended and no annual retainer.
-4-
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
------------------------------------------------
Henry Fong, the President of the Company, is the only officer of the
Company whose compensation exceeded $100,000 for the fiscal year ended December
31, 1995. The following table summarizes compensation paid to Mr. Fong during
the years ended December 31, 1995, 1994, and 1993:
<TABLE>
<CAPTION>
Annual Compensation ($$)Long-Term
--------------------------------- Compensation
Awards
(a) (b) (c) (d) (e) (g) (I)
Other All
Name & <F1> Annual Other
Principal Salary Bonus Compensation Options Compensation
Position Year ($) ($) ($) & SARs(#) ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Henry Fong 1995 183,013 571,693 -0- -0- 165,000 <F2>
President,
Treasurer
Principal
Executive
Officer and
Accounting
Officer
Henry Fong 1994 183,013 669,536 -0- -0- 165,000 <F2>
Henry Fong 1993 183,013 703,958 -0- 206,545 165,120 <F3>
- ---------
<FN>
<F1> Mr. Fong receives an annual bonus which equals 3% of the Company's total
assets as of year end.
<F2> On April 1, 1992, the Company obtained a life insurance policy with
retirement benefits for Mr. Fong which pays his beneficiary $2,600,000 in the
event of Mr. Fong's death or provides for retirement benefits for Mr. Fong upon
his retirement at or after age 65 utilizing the cash value of the policy at that
time. This benefit is being provided to Mr. Fong in consideration of his more
than thirteen years of service to the Company and in anticipation of his serving
the Company until retirement. The Company has no other retirement or pension
plan for Mr. Fong. The annual premium on this policy is $105,414 per year for
seven years until March 30, 1999, and may be considered other future
compensation to Mr. Fong. For the year ended December 31, 1995, $105,414 was
paid toward the policy and an additional $59,586 was paid to Mr. Fong for
deferred income taxes on the policy. The amount in this column includes payments
and tax liability on the life insurance policy.
<F3> Includes partial use of a company-owned vehicle.
</FN>
</TABLE>
Also in 1992, the Company bought a Key-man Life insurance policy which pays
the Company $3,000,000 in the event of Mr. Fong's death. The Company paid
$11,510 on this policy in 1995 which is not considered compensation to Mr. Fong.
-5-
<PAGE>
Option/SAR Grants During Fiscal 1995
- ------------------------------------
The Company made no grants of stock options or SARs during the year ended
December 31, 1995.
Aggregated Option/SAR Exercises During Fiscal 1995 and Fiscal Year-End
Option/SAR Values
- ------------------------------------------------------------------------
The following table summarizes information concerning the exercise of
options during the fiscal year ending December 31, 1995, and the unexercised
value of the options held by the person named in Summary Compensation Table.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of <F1>
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End (#)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Henry Fong -0- -0- 206,545/-0- $(77,454)/-0-
- ----------
<FN>
<F1> Market value of the underlying securities at year-end, minus the exercise
price of the "in-the-money" options/SARs.
</FN>
</TABLE>
Compensation of Directors
- -------------------------
Each director receives an annual retainer of $10,000, paid monthly, and
$500 for each Board meeting attended, as well as reimbursement for expenses
incurred in attending Board meetings. Until June 1995, each director received
$1,500 for each Board meeting attended and no annual retainer.
1993 Stock Option Plan for Non-Employee Directors
- -------------------------------------------------
The Company has adopted the 1993 Stock Option Plan for Non-Employee
Directors (the "Directors' Plan") reserving an aggregate of 250,000 shares of
Common Stock for issuance pursuant to the exercise of stock options (the
"Options") which may be granted to non-employee directors of the Company. On
July 5, 1995, an order was issued by the Securities and Exchange commission
authorizing the Directors' Plan and the options granted thereunder. The
Directors' Plan is for a ten-year term commencing July 5, 1995 (the "Effective
Date"). Each Non-Employee Director automatically, as of the Effective Date, was
granted an option to purchase 50,000 shares of Common Stock at $3.00 per share.
Thereafter, each director who first becomes a Non-Employee Director after the
Effective Date shall automatically, as of the date 90 days following the date
such director first becomes a non-employee director, be granted an option to
purchase 50,000 shares of Common Stock. No additional options can be granted
-6-
<PAGE>
under the Directors' Plan except to a director who first becomes a Non-Employee
Director after the Effective Date. No discretionary grants can be made under the
Directors' Plan.
Employment Contracts and Termination of Employment and Change-in-Controls
Arrangements
- -------------------------------------------------------------------------
On April 1, 1992, the Company bought a life insurance policy on the
Company's President, Henry Fong, which provides for a payment to Mr. Fong's
beneficiary of $2,600,000 in the event of his death or a retirement benefit to
Mr. Fong of the cash value of the policy upon Mr. Fong's retirement from the
Company at or after age 65. The Company has no other compensation plan or
arrangement with respect to any executive officer which plan or arrangement
results or will result from the resignation, retirement or any other termination
of such individual's employment with the Company. The Company has no plan or
arrangement with respect to any such persons which will result from a change in
control of the Company or a change in the individual's responsibilities
following a change in control.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
-----------------------------------------------------------
To the Company's knowledge, based solely upon a review of the copies of the
Forms 3, 4 and 5 filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934 as furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1995, all of
the Corporation's officers, directors and greater than ten percent beneficial
owners made all required filings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company currently leases approximately 1,800 square feet of office
space in Greenwood Executive Park, 6400 South Quebec, Englewood, Colorado, from
a partnership in which its President and his wife are sole partners, on terms
comparable to the existing market for similar facilities.
During the year ended December 31, 1995, the President of the Company and
his wife made three separate loans totaling $125,000 to the Company. These loans
were due on demand and carried an interest rate of 10% per annum. The loans were
repaid with interest prior to December 31, 1995.
The Company has placed members of its Board and its officers on the boards
of directors of certain investee companies and other companies in which it has
obtained an equity interest or to which it has made loans or guarantees. In most
instances, the board representation was subsequent to these acquisitions, loans
or guarantees.
-7-
<PAGE>
PROPOSAL NUMBER TWO
APPOINTMENT OF INDEPENDENT AUDITOR
----------------------------------
The Board of Directors of the Company has appointed the firm of Davis &
Co., CPA's, P.C., as independent auditor of the Company for the year ended
December 31, 1995. A representative of Davis & Co., CPA's, P.C. is not expected
to be present at the meeting. There are no existing direct or indirect
understandings or agreements between the Company and Davis & Co., CPA's, P.C.,
that place a limit on current of future years' audit fees.
The firm of Davis & Co., CPA's, P.C., provided services to the Company
during the year ended December 31, 1995, relating principally to the examination
of the financial statements and related reporting which included the annual
audit of the Company's financial statements.
Vote Required
- -------------
A majority of the votes cast at the meeting by stockholders entitled to
vote thereon will be required to ratify the appointment of the independent
auditors.
FINANCIAL INFORMATION
---------------------
A copy of the 1995 Annual Report of the Company, including audited
financial statements, is being sent to stockholders with this Proxy Statement.
OTHER MATTERS
-------------
Management does not know of any other matters to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the appointees named in the enclosed form of Proxy to vote in
accordance with their best judgment on such matters.
-8-
<PAGE>
STOCKHOLDER PROPOSALS
---------------------
Any stockholder proposing to have any appropriate matter brought before the
1997 Annual Meeting of Stockholders, tentatively scheduled for August 1, 1997,
must submit such proposal in accordance with the proxy rules of the Securities
and Exchange Commission. Such proposals should be sent to Thomas B. Olson,
Secretary, Equitex, Inc., 7315 East Peakview Avenue, Englewood, Colorado 80111,
for receipt no later than March 3, 1997.
By Order of the Board of
Directors:
EQUITEX, INC.
Date: November 22, 1996 Thomas B. Olson
Secretary
-9-
<PAGE>
- --------------------------------------------------------------------------------
PROXY
- --------------------------------------------------------------------------------
EQUITEX, INC.
7315 East Peakview Avenue
Englewood, Colorado 80111
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 16, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Equitex, Inc. (the "Company") hereby
constitutes and appoints Henry Fong or Thomas B. Olson as attorneys and proxies,
to appear, attend and vote all of the shares of the Common Stock of Equitex,
Inc. standing in the name of the undersigned at the 1996 Annual Meeting of
Stockholders of Equitex, Inc. to be held at the offices of Friedlob Sanderson
Raskin Paulson & Tourtillott, LLC, 1400 Glenarm Place, Third Floor, Denver,
Colorado 80202, on December 16, 1996, at 10:00 a.m., Mountain Standard Time, and
at any postponements or adjournments thereof:
1. To elect the following three directors to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified: Henry Fong, Russell L. Casement and Aaron A. Grunfeld
For all nominees_____
Withhold authority to vote for all nominees_____
Withhold authority to vote for the nominee(s) named below:
__________________________________________________________
2. To consider and vote upon the ratification of the appointment of Davis &
Co., CPA's, P.C., as independent auditor of the Company for the year ending
December 31, 1996.
For_____ Against_____ Abstain_____
3. To transact such other business as may properly come before the meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH
RESPECT TO PROPOSALS ONE, TWO AND THREE, BUT THEY WILL BE VOTED FOR THE NOMINEES
LISTED IN PROPOSAL ONE AND FOR PROPOSAL TWO IF NO SPECIFICATION IS MADE. THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY
OTHER BUSINESS.
Please mark, date and sign your name exactly as it appears hereon and
return the Proxy in the enclosed envelope as promptly as possible. It is
important to return this Proxy properly signed in order to exercise your right
to vote if you do not attend the meeting and vote in person. When signing as
agent, partner, attorney, administrator, guardian, trustee or in any other
fiduciary or official capacity, please indicate your title. If the stock is held
jointly, each joint owner must sign.
Date:_______________, 1996 ________________________________________________
Signature(s)
________________________________________________
Street address (if different from that on label)
________________________________________________
City, State and Zip Code
________________________________________________
Number of shares
Please check if you intend to be present at the meeting:_____
