<PAGE>
COMPUTRAC, INC.
222 Municipal Drive
Richardson, TX 75080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held July 20, 1995
To the Stockholders of CompuTrac, Inc.:
Notice is hereby given that the 1995 Annual Meeting of
Stockholders of CompuTrac, Inc., a Texas corporation (the "Company"),
will be held on Thursday, July 20, 1995, at the Company's offices, 222
Municipal Drive, Richardson, Texas 75080 beginning at 2:00 p.m. local
time for the following purposes:
1. To elect five (5) persons to the Company's Board of Directors
to hold office until their terms shall expire or until their
successors are duly elected and qualified.
2. To transact such other business as may properly come before
the meeting and any adjournment(s) thereof.
Stockholders of record at the close of business on May 31,
1995, are entitled to notice of, and to vote at, the Annual Meeting and
any adjournment(s) thereof.
You are cordially invited to attend the meeting. If you do
not expect to be present at the meeting, please date and sign the
enclosed Proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
Dana E. Margolis
Secretary and Treasurer
Richardson, Texas
June 6, 1995
<PAGE>
COMPUTRAC, INC.
222 Municipal Drive
Richardson, TX 75080<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of CompuTrac, Inc., a Texas
Corporation (the "Company"), of proxies from the holders of the
Company's Common Stock, par value $.01 per share (the "Common Stock"),
for use at the 1995 Annual Meeting of Stockholders to be held on
Thursday, July 20, 1995, at the Company's offices, 222 Municipal Drive,
Richardson, Texas 75080, beginning at 2:00 p.m. local time.
The approximate date that this Proxy Statement and the enclosed
form of proxy are first being sent to stockholders is June 6, 1995.
Stockholders should review the information provided herein in
conjunction with the Company's Form 10-K Annual Report as filed with the
Securities and Exchange Commission (exhibits excluded) for the fiscal
year ended January 31, 1995 which accompanies this Proxy Statement. The
Form 10-K Annual Report does not form a part of this Proxy Statement and
is not intended to serve as soliciting material for the Proxy.
The Company's Form 10-K Annual Report, as filed with the Securities
and Exchange Commission, provides certain additional information about
the Company. A copy of this report may be obtained without charge upon
written request to: Investor Relations, CompuTrac, Inc., 222 Municipal
Drive, Richardson, Texas 75080.
INFORMATION CONCERNING PROXY
The solicitation is made on behalf of the Board of Directors of the
Company. By executing and returning the enclosed Proxy card, you
authorize the persons named in the Proxy to represent you and vote your
shares in connection with the purposes set forth in the Notice of Annual
Meeting.
All shares represented by a valid Proxy received prior to the
meeting will be voted in accordance with any specification made on such
Proxy. Any stockholder giving a Proxy has the power to revoke it at any
time before it is exercised by submitting a notice of revocation to the
Company or by attending the meeting and voting in person.
The cost of preparing, assembling and mailing the enclosed material
will be borne by the Company. In addition to solicitation by mail,
employees of the Company may, without additional compensation, solicit
Proxies on behalf of the Board of Directors by telephone, telegraph or
personal interview. The Company may make arrangements with banks,
brokerage houses and other custodians, nominees and fiduciaries to send
Proxies and Proxy material to their principals and to request authority
for the execution of Proxies. The Company may reimburse such persons
for their expenses in so doing.
<PAGE>
PURPOSES OF THE MEETING<PAGE>
At the Annual Meeting, the Company's stockholders will consider and
vote upon the following matters:
1. The election of five (5) persons to the Company's Board of
Directors to hold office until their terms shall expire or
until their successors are duly elected and qualified.
2. Such other business as may properly come before the meeting,
including any adjournment or postponements thereof.
Unless contrary instructions are indicated on the enclosed proxy,
all shares represented by valid proxies received pursuant to this
solicitation (and which have not been revoked in accordance with the
procedures set forth above) will be voted for the election of the five
nominees for director named below. In the event a stockholder specifies
a different choice by means of the enclosed proxy, those shares will be
voted in accordance with the specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on May 31,
1995 as the record date (the "Record Date") for determining stockholders
of the Company entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were 6,098,584 shares of the Company's $.01
par value Common Stock issued and outstanding, all of which are entitled
to vote at the Annual Meeting. Only stockholders of record at the close
of business on the Record Date are entitled to vote at the meeting or
any adjournment thereof, each share being entitled to one (1) vote. All
shares of Common Stock will vote as a single class and there are no
cumulative voting rights.
The attendance, in person or by proxy, of the holders of a majority
of the outstanding shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Directors will be elected
by a plurality of the votes cast by the shares of Common Stock
represented in person or by proxy at the Annual Meeting. If less than a
majority of outstanding shares entitled to vote are represented at the
Annual Meeting, a majority of the shares so represented may adjourn the
Annual Meeting to another date, time or place, and notice need not be
given of the new date, time or place if the new date, time or place is
announced at the meeting before an adjournment is taken.
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall
determine the number of shares of Common Stock represented at the
meeting, the existence of a quorum and the validity and effect of
proxies, and shall receive, count and tabulate ballots and votes and
determine the results thereof. Abstentions will be considered as shares
present and entitled to vote at the Annual Meeting and will be counted
as votes cast at the Annual Meeting, but will not be counted as votes
cast for or against any given matter.<PAGE>
The inspector or inspectors of election will treat shares referred
to as "broker or nominee non-votes" (shares held by brokers or nominees
as to which instructions have not been received from the beneficial
owners or persons entitled to vote and the broker or nominee does not
have discretionary voting power on a particular matter) as shares that
are present and entitled to vote for purposes of determining the
presence of a quorum. For purposes of determining the outcome of any
matter as to which the proxies reflect broker or nominee non-votes,
shares represented by such proxies will be treated as not present and
not entitled to vote on that subject matter and therefore would not be
considered by the inspectors when counting votes cast on the matter
(even though those shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters).
<PAGE>
SECURITY OWNERSHIP
The following table sets forth, as of May 31, 1995, information
with respect to the beneficial ownership of the Common Stock of the
Company by (a) the Company's Chief Executive Officer and each of the
other "Named Executive Officers" (as defined below in "Executive
Compensation - Summary Compensation Table"), (b) each person known by
the Company to own beneficially 5% or more of such outstanding Common
Stock, (c) each director or nominee who owns any shares, and (d) all
current executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Name and Address of Beneficial of
Beneficial Owner (1) Ownership (2) Class
<S> <C> <C>
Harry W. Margolis (3) 1,836,373 29.7
Dana E. Margolis (4) 28,217 (5)
George P. McGraw (6) 26,244 (5)
Bruce E. Staffin (7) 657,456 10.6
Gerald D. Harris (8) 12,000 (5)
Kenneth R. Nicholas (9) 12,000 (5)
William Harris Investors, Inc. (10) 520,100 8.5
Two North LaSalle Street
Suite 505
Chicago, IL 60602-3703
All current directors and 1,931,384 31.0
executive officers as a group
(8 persons) <PAGE>
<FN>
____________________________
(1) Unless otherwise indicated, each person's address is 222 Municipal
Drive, Richardson, TX 75080.
(2) Unless otherwise indicated, each person has sole voting and
investment power with respect to such shares.
(3) Includes 75,000 shares Mr. Margolis has the right to acquire
through the exercise of options.
(4) Dana E. Margolis may be deemed to be the beneficial owner of the
shares owned by her husband, Harry W. Margolis.
(5) Beneficial ownership is less than one percent (1%) of the Company's
outstanding shares.
(6) Includes 16,250 shares Mr. McGraw has the right to acquire through
the exercise of options.
(7) Bruce E. Staffin was an employee of the Company from 1977 until
1991. Includes 100,000 shares Mr. Staffin has the right to acquire
through the exercise of an option.
(8) Represents 12,000 shares Mr. Harris has the right to acquire
through the exercise of options.
(9) Represents 12,000 shares Mr. Nicholas has the right to acquire
through the exercise of options.
(10) Information obtained from a Sc hedule 13G filed with the Company by
the beneficial owner dated December 31, 1994. The Schedule 13G
states that the beneficial holder is an investment advisor that
shares with its clients voting power, and has sole dispositive
power, with respect to the shares.
</TABLE>
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more
than ten percent of the Company's outstanding Common Stock, to file with
the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock. Such
persons are required by SEC regulation to furnish the Company with
copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company during the Company's last
fiscal year, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have
been complied with, except that the following reports were filed after
the date due; (i) the Form 3 reporting the appointment of Gerald D.
Harris to the Board of Directors and (ii) reports of grants of stock
options under the Company's Stock Option Plan to each of George P.
McGraw and Gerald D. Harris.
ELECTION OF DIRECTORS<PAGE>
Directors are to be elected at the Annual Meeting to hold office
until the next Annual Meeting of Stockholders and until their successors
have been duly elected and qualified. The Company's Articles of
Incorporation provide that the number of directors constituting the
Company's Board of Directors shall not be less than two, but will be
fixed as determined in the manner provided by the Company's Bylaws. The
Company's Bylaws provide that the number of directors shall be fixed
from time to time by action of the Company's Board of Directors. The
Company's Board of Directors has fixed the number of directors at five
for the ensuing year.
It is intended that the shares represented by the Proxies will be
voted for the election of the Company's nominees except where authority
to so vote is withheld. Each of the four current members of the Board
of Directors has been nominated by the Company to be reelected as a
director at the Annual Meeting. In addition, the nominee for director
described below has been nominated by the Company for election as a
director at the Annual Meeting. All of the nominees for directorship
have agreed to serve if elected. Should any of such nominees become
unwilling or unable to accept nomination or election, the shares
represented by the Proxies solicited hereby will be voted for any
substitute nominee or nominees designated by the present Board of
Directors or the number of directors will be reduced accordingly.
Nominee for Director
Kenneth R. Nicholas, age 53, has been the Managing Director of
Nicholas, Flanagan & Bard, P.C., a Certified Public Accounting firm in
Dallas, Texas since January, 1987. Prior to that time, Mr. Nicholas
spent twenty-two years with Deloitte Haskins & Sells (now Deloitte &
Touche), including over ten years as a partner and seven years as
partner-in-charge of the Dallas tax practice. Mr. Nicholas graduated
from Southern Methodist University in 1964.
The Board of Directors unanimously recommends that you vote FOR the
election of the above nominee to the Board of Directors.<PAGE>
<PAGE>
MANAGEMENT
Executive Officers and Directors
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Position(s) Held
Name Age With the Company
<S> <C> <C>
Harry W. Margolis 52 Chairman of the Board &
Chief Executive Officer (1)
Dana E. Margolis 50 Secretary, Treasurer &
Director (2)
George P. McGraw 47 President and General
Manager-Legal Division (3)
Lynda K. Thomas 48 Vice President-
Administration (4)
Cheri L. White 41 Vice President-Finance (5)
Cesar L. Alvarez 47 Director (6)
Gerald D. Harris 39 Director (7)
<FN>
_______________________
(1) Harry W. Margolis is a co-founder of the Company and has served as
Chairman of the Board of the Company since its organization in 1977.
After graduating from U.C.L.A. in 1964 with a degree in Political
Science, Mr. Margolis attended Southern Methodist University Law School
and upon graduation in 1967, placed first in the Bar Examination
administered in the State of Texas. Mr. Margolis founded his own law
firm in 1967, which increased to eight members through internal growth
and by merger with an older firm.
(2) Dana E. Margolis, a director since 1983, served as office manager
of the Company performing its accounting and purchasing functions from
1980 until 1983. In January 1984, Mrs. Margolis assumed the
responsibilities of Secretary and Treasurer of the Company. Mrs.
Margolis attended San Diego State University and is the wife of Harry W.
Margolis.
(3) George P. McGraw joined the Company as Director of Customer Support
in March 1985, was elected Vice President of Customer Support in
December 1987, and was elected Executive Vice President in May 1990.
Mr. McGraw currently serves as President and General Manager of the
Company's Legal Division. Mr. McGraw is a 1970 graduate of the
electrical engineering department of Rochester Institute of Technology.
Prior to joining the Company, Mr. McGraw was self-employed. From 1979
until 1982 he held a number of marketing and financial positions with
Phillips Information Systems, Inc. Prior to that time, he held similar
positions with the Xerox Corporation.
(4) Lynda K. Thomas was elected Vice President of Administration in
December 1987. Ms. Thomas joined the Company in September 1981, as<PAGE>
executive assistant to the president and served as the Company's
business manager from August 1983, until her election to Vice President.
Previously, she was a corporate officer and director of public relations
for Republic Gypsum Company, a Dallas based manufacturer and supplier of
building materials. She attended the University of North Texas
(formerly North Texas State University), majoring in elementary
education.
(5) Cheri L. White was elected Vice President of Finance in October
1993. Ms. White joined the Company in February 1984, and recently
served as the Company's Director of Finance and Controller. Prior to
joining the company, Ms. White was employed as an internal auditor with
Lone Star Life Insurance Company. Ms. White is a graduate of
Christopher Newport University and is a Certified Public Accountant in
the State of Texas.
<PAGE>
(6) Cesar L. Alvarez, a direc tor of the Company since 1986, has been a
director of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.,
a law firm in Miami, Florida since January 1983. Mr. Alvarez also
serves on the Board of Directors of FDP Corporation and Cosmo
Communications Corporation.
(7) Gerald D. Harris, a director of the Company since 1994, is the
owner and operator of Harris Typesetting Services, a graphics design and
printing business located in Plano, Texas. Prior to beginning his
business in 1990, Mr. Harris was the head golf professional at the
prestigious Stonebriar Country Club in Frisco, Texas. Mr. Harris
attended the University of Oklahoma majoring in finance.
</TABLE>
Meetings of the Board of Directors
During the fiscal year ended January 31, 1995, the Board of
Directors held two meetings. No director attended less than 75% of the
aggregate of (a) the number of Board meetings held during the fiscal
year, and (b) the number of meetings of committees of the Board held
during the period he served on such committees.
Committees of the Board of Directors
The Company's Board of Directors has Compensation and Audit
Committees. In fiscal 1995 the Compensation Committee consisted of
Messrs. Harris and Alvarez. For fiscal 1996, the Compensation Committee
will consist of Messrs. Alvarez and Nicholas, following the election of
such directors at the annual meeting. The Compensation Committee
administers the Company's Incentive Stock Option and Stock Purchase
Plans, and makes recommendations to the Board with respect to changes in
officers' compensation and other similar matters. The Compensation
Committee met once during fiscal year 1995.
The Company's Audit Committee consisted of Messrs. Harris and
Alvarez during fiscal 1995. For fiscal 1996, the Audit Committee will<PAGE>
consist of Messrs. Harris and Nicholas, following the election of such
directors at the annual meeting. The Audit Committee reviews the
Company's significant accounting policies and operating controls,
recommends independent external auditors, and reviews audit reports
prepared by the external auditors. The Audit Committee met once during
fiscal year 1995.
Director Compensation
The Company pays directors who are not executive officers of the
Company $750.00 for attendance at each meeting of the Board of Directors
and $300.00 for each committee meeting attended. Directors who are also
executive officers of the Company do not receive any remuneration for
their services as directors.<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the aggregate compensation paid to
the Company's Chief Executive Officer and each of the Company's other
executive officers whose total annual salary and bonus for the 1995
fiscal year was $100,000 or more (the Chief Executive Officer and such
other executive officers are sometimes referred to herein as the "Named
Executive Officers") with respect to each of the three fiscal years
ended January 31, 1995.
[CAPTION]
Annual Long-Term
Compensation (1) Compensation
Name Number of All Other
and Principal Fiscal Options Compen-
Position Year Salary($)Bonus($) Granted(2) sation($)
[S] [C] [C] [C] [C] [C]
Harry W. Margolis 1995 490,000 6,413 (3)
Chairman of the Board 1994 550,000 6,413 (3)
and Chief Executive 1993 529,000 39,694 (5)
Officer
George P. McGraw 1995 106,964 5,000 55,000
President and 1994 109,172 5,000
General Manager- 1993 103,750 5,500 16,000 2,666 (4)
Legal Division
[FN]
________________________
(1) The column for "Other Annual Compensation" has been omitted because
there is no compensation required to be reported in such column.
The aggregate amount of perquisites and other personal benefits
provided to each Named Executive Officer is less than the lessor of
$50,000 or 10% of the total of annual salary and bonus of such
officer.
(2) See "Option Grants Table" below for additional information about
these options.
(3) The approximate economic value of split-dollar life insurance
policies paid for by the Company naming Mr. Margolis' estate as the
beneficiary.
(4) Amount represents the Company's contribution for the Named
Executive Officer for Company Common Stock purchases during the
indicated fiscal year pursuant to the Company's Employee Stock
Purchase Plan.
(5) Includes $34,430 contributed by the Company on behalf of Mr.
Margolis for Company Common Stock purchases during the fiscal
year pursuant to the Company's Employee Stock Purchase Plan
and $5,264 attributable to the economic value of split-dollar life
insurance policies paid for by the Company naming Mr. Margolis'
estate as the beneficiary.<PAGE>
[/TABLE]
<PAGE>
Option Grants Table
The following table sets forth certain information concerning
grants of stock options made during the 1995 fiscal year to the Named
Executive Officers. All stock options were granted pursuant to the
Company's 1990 Stock Option Plan. Such grants are reflected in the
Summary Compensation Table.
[CAPTION]
Individual Option Grants During Fiscal Year 1995
Potential
Realizable
Value at
Assumed
Percent of Annual Rates
Total Options of Stock Price
Number Granted to Appreciation for
of Employees in Exercise Option Term($)
Options Fiscal Year Price Exp.
Name Granted 1995 Per Share Date 5% 10%
[S] [C] [C] [C] [C] [C] [C]
George P.
McGraw 5,000(3) 7.0 % $1.19 12-02-01 2,400(2) 5,600(2)
50,000(1) 69.6 % $ .88 05-10-01 17,900(4)41,700(4)
[FN]
_____________
(1) Options were granted on May 10, 1994, are exercisable with respect
to an incremental 33.3 percent per year over a three year period,
and have a term of seven years.
(2) The stock appreciation is computed based on the exercise price of
$1.19 per share, which is equal to the closing sales price of the
Company's Common Stock on the date of grant.
(3) Options were granted on December 2, 1994, are exercisable with
respect to an incremental 20 percent per year over a five year
period, and have a term of seven years.
(4) The stock appreciation is computed based on the exercise price of
$.88 per share which is equal to the closing sales price of the
Company's Common Stock on the date of grant.
[/TABLE]
Aggregated Fiscal Year-End Option Value Table
The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as of the
end of the 1995 fiscal year. No stock options were exercised by any of
the Named Executive Officers during the 1995 fiscal year.
[CAPTION]
Number of Unexercised Value of Unexercised
Options at In the Money Options
1995 Fiscal Year-End at 1995 Fiscal Year-End
Exercisable (E) Exercisable (E)
Name Unexercisable (U) Unexercisable (U)($)
[S] [C] [C]
Harry W. Margolis 75,000 (E) 0(E)
0 (U) 0(U)
George P. McGraw 16,250 (E) 0(E)
64,750 (U) 22,350(U)
[/TABLE]
<PAGE>
Long-term Incentive and Pension Plans
The Company does not have any long-term incentive or pension plans.
Employment Agreements
On December 1, 1992, the Compan y entered into a five-year
Employment Agreement with Harry W. Margolis, its Chairman of the Board
and Chief Executive Officer, which expires on January 31, 1998.
Pursuant to the Employment Agreement, Mr. Margolis was paid an annual
base salary of $529,000 during the fiscal year ended January 31, 1993,
which was increased to a base salary of $550,000 during the fiscal year
ended January 31, 1994. In conjunction with the Company's fourth
quarter fiscal 1994 reorganization, Mr. Margolis elected to receive a
voluntary pay adjustment, decreasing his salary from $550,000 to
$490,000 in fiscal 1995. Mr. Margolis is entitled to receive minimum
annual raises equivalent to any annual increase in the Consumer Price
Index for Dallas, Texas during the previous year. In addition, at the
discretion of the Compensation Committee of the Board of Directors of
the Company, Mr. Margolis may receive an annual bonus in an amount that
does not exceed his salary. No bonuses were granted to Mr. Margolis
during fiscal 1995. Additionally, the Company furnishes Mr. Margolis
with an automobile and a membership in a country club. The Company is
obligated to provide Mr. Margolis and his family with health and dental
benefits and has purchased split-dollar life insurance policies insuring
Mr. Margolis' life and naming his estate as the beneficiary. In the
event that Mr. Margolis becomes disabled or is otherwise incapacitated,
he will be entitled to receive an amount each year that is equal to 50%
of his annual salary (less certain insurance proceeds) for the remainder
of the term of the Employment Agreement or until such earlier time that
he is able to resume his full duties under the agreement. In the event
of Mr. Margolis' death, his estate or designated beneficiary is entitled
to receive 50% of his annual salary, less any insurance payments made to
the estate or designated beneficiary from the above-referenced life
insurance policies, for the remaining term of the agreement. Mr.
Margolis is subject to certain restrictive covenants during the term of
the agreement, including a noncompetition clause which extends eighteen
months beyond any termination of his employment other than termination
by Mr. Margolis for "Good Reason" (as defined in the agreement) or
termination due to the expiration of the agreement. The Company may at
any time terminate the Employment Agreement for "Cause" (as defined in<PAGE>
the agreement) with thirty days written notice, and, in the event that
the Company fails to earn a certain specified minimum rate of return on
equity for any fiscal years ending on or after January 31, 1995, the
Company's Board of Directors may reduce the term of the agreement to a
date which is no earlier than one year from the date Mr. Margolis
receives written notice of such term reduction. If Mr. Margolis'
employment is terminated (a) other than for Cause, disability, death or
the expiration of the agreement, including a termination attributable to
a "Change in Control" (as defined in the agreement), or (b) by Mr.
Margolis for Good Reason, including any intentional and non-remedial
failure by the Company to comply with the agreement, Mr. Margolis will
be entitled to (i) a payment of three times (or two times if termination
occurs during the last year of the agreement) the sum of his base salary
and highest bonus paid during the prior two years, (ii) all compensation
earned or deferred through the date of termination and (iii) continue to
participate in the Company's benefit plans for the remainder of the term
of the agreement, as if the agreement had not terminated.
On February 1, 1992, the Company entered into a one year employment
agreement with George P. McGraw, it's Legal Division President, which
renews automatically and extends for successive one year terms, each
February 1. This agreement provided for an initial base salary of
$102,500 and includes provisions for annual base compensation and
eligibility requirements for any bonus programs, all of which are
directly tied to the financial performance of the Company. In
conjunction with the Company's fourth quarter fiscal 1994
reorganization, Mr. McGraw accepted a base salary reduction from
$109,172 in fiscal 1994 to $106,964 in fiscal 1995. Additionally, the
agreement contains certain restrictive covenants governing events upon
the executive's termination from the Company, including non-compete,
non-disclosure, and non-solicitation clauses. The agreement may be
terminated by the Company for "Cause" (as defined in the agreement), as
a result of the executive's inability to perform all or any material
portion of his responsibilities as a result of mental or physical
incapacity, illness or disability, or otherwise with written notice to
the executive.
<PAGE>
OTHER MATTERS
Stockholder Proposals
Any stockholder intending to present any proposal to the 1996
Annual Meeting of Stockholders must submit such proposal in writing to
the Company at its principal executive offices on or before February 6,
1996.
Independent Public Accountants
The firm of Price Waterhouse served as independent publi c
accountants for the Company for the fiscal year ended January 31, 1995.
A representative of the firm is expected to be present during the annual
meeting. Such representative will be afforded an opportunity to make a<PAGE>
statement at the meeting if he so desires and will be available to
answer appropriate questions.
Other Business
The Board of Directors does not intend to present and does not have
any reason to believe that others in attendance will present at the
Annual Meeting any item of business other than those mentioned in the
Notice of Annual Meeting. If, however, any other business should
properly come before the Annual Meeting, the persons named in the
accompanying Proxy will vote the Proxy as in their discretion they may
deem appropriate, unless they are directed by the Proxy to do otherwise.
By Order of the Board of Directors
Dana E. Margolis
Secretary and Treasurer
Richardson, Texas
June 6, 1995<PAGE>
