SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
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
Performance Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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[ ] 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 registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid: _________________________________________________
2) Form, Schedule or Registration No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
PERFORMANCE INDUSTRIES, INC.
2425 E. CAMELBACK ROAD, SUITE 620
PHOENIX, AZ 85016
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS - JUNE 28, 1997
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INTRODUCTION
- ------------
This Proxy Statement and the enclosed form of Proxy are being sent to the
shareholders ("Shareholders") of Performance Industries, Inc. (the "Company")
(formerly known as Mr. Gasket Company) as of June 20, 1997 in connection with
the solicitation by the Board of Directors of the Company of proxies to be used
at the Annual Meeting of Shareholders to be held at 9:00 a.m. PDST, July 28,
1997, and any and all adjournments thereof for the purposes set forth in the
attached Notice of Annual Meeting. The Annual Meeting of Shareholders will be
held at Carlos Murphy's, 4303 La Jolla Village Drive, La Jolla, CA. This first
date on which this Proxy Statement and form of Proxy are being sent to
Shareholders is June 20, 1997. The Board of Directors unanimously recommends
approval of the proposals set forth in this Proxy Statement and the election of
the nominees for directors.
1
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
EXPENSES AND SOLICITATION ..............................................................................................3
PROXY...................................................................................................................3
a. Revocation...............................................................................................3
b. Voting by Proxy..........................................................................................3
c. Shareholder Proposals for 1997 ..........................................................................3
RECORD DATE AND OUTSTANDING VOTING SECURITIES ..........................................................................3
SECURITY OWNERSHIP .....................................................................................................4
a. Security Ownership of Certain Beneficial Owners .........................................................4
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ................................................................5
PROPOSALS...............................................................................................................5
1. ELECTION OF DIRECTORS ..........................................................................................5
a. Legal Proceedings .......................................................................................5
b. Table....................................................................................................6
c. General Background of Candidates ........................................................................7
d. Board of Directors, Committees, Meetings and Fees .......................................................8
e. Compensation of Directors and Executive Officers ........................................................8
f. Vote Required; Board Recommendation .................................................................... 9
2. RATIFICATION AND APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTS....................................................................................................... 9
a. Background ............................................................................................. 9
b. Vote Required; Board Recommendation ....................................................................10
3. OTHER MATTERS .................................................................................................10
ANNUAL REPORT..........................................................................................................10
</TABLE>
2
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EXPENSES AND SOLICITATION:
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Arrangements will be made with brokers and other custodians, nominees
and fiduciaries to forward solicitation materials to the beneficial owners of
Company Common Stock held of record by such persons and they will be reimbursed
for reasonable out-of-pocket expenses incurred in connection therewith. The
entire expense of preparing, assembling and mailing in connection with this
solicitation will be borne by the Company.
PROXY:
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a. Revocation. Shareholders who execute proxies retain the right to
revoke them at any time before they are exercised: (I) by sending written notice
to the Secretary of the Company, Robert A. Cassalia, at 2425 E. Camelback Road,
Suite 620, Phoenix, Arizona 85016; (ii) by submitting a properly executed and
later dated proxy; or (iii) by attending the Annual Meeting and electing to vote
in person.
b. Voting by Proxy. If a quorum is not present in person or by proxy at
the Annual Meeting, a person named as proxy may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. The persons named as
proxies will vote all proxies in favor of such adjournments. Proxies which are
signed and properly executed will be voted in the manner directed by the
Shareholder. If no direction is made with respect to a nominee or proposal, the
proxy will be voted in favor of each of the nominees for election of directors
and in favor of the proposal. Abstentions and broker non-votes will be treated
as "no" or "against" votes.
c. Shareholder Proposals for 1997. Certain eligible shareholders
complying with Rule 14a-8 of the Securities Exchange Act of 1934 may submit
proposals for review for inclusion, if appropriate, in next year's proxy
statement to be considered at the next annual meeting of shareholders, if
received by the Company on or before February 10, 1998. The next annual meeting
is tentatively scheduled for Monday, June 15, 1998. If the date is subsequently
advanced by more than thirty (30) calendar days or delayed by more than ninety
(90) calendar days from the proposed date of the annual meeting to which the
proxy statement relates, the Company will, in a timely manner, inform
shareholders of the change and the date by which shareholder proposals must be
received. All proposals should be mailed to the Company at 2425 E. Camelback
Road, Suite 620, Phoenix, Arizona 85016.
RECORD DATE AND OUTSTANDING VOTING SECURITIES
- ---------------------------------------------
Shareholders of record at the close of business on June 10, 1997 (the
"Record Date") are entitled to notice of, to participate in, and to vote at the
Annual Meeting. On the Record Date, there were 3,157,331 issued and 2,481,264
outstanding shares of common stock ("Common Stock"), without par value per
share. The Company has 100,000 shares of authorized Preferred Stock ("Preferred
Stock") with a par value of $1.00 per share, but no shares of Preferred Stock
are issued or outstanding. Collectively, the "Common Stock" and "Preferred
Stock" are referred to in this Proxy Statement as the "Stock". Any class of
Stock issued and outstanding on the Record Date in entitled to vote on the
matters to be voted on at the Annual Meeting. Each holder of Common or Preferred
Stock on the Record Date is entitled to one vote for each share held by that
Shareholder on every matter submitted for a vote at the Annual Meeting. The
Company's amended and Restated Articles of Incorporation ("Articles") do not
permit cumulative voting for the election of directors.
3
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SECURITY OWNERSHIP
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a. Security Ownership of Certain Beneficial Owners
The following table sets forth the number and percentage of the
outstanding Common Stock of the Company beneficially owned as of April 30, 1997
by each person who is known to the Company to own beneficially more than 5% of
the outstanding Common Stock of the Company, and by all directors, director
nominees, executive officers, and the directors and executive officers as a
group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percentage
of Beneficial Owners of Beneficial Ownership of Common shares
- -------------------- ----------------------- ----------------
<S> <C> <C>
Joe Hrudka
Chief Executive Officer, Director (1) (3) 1,767,997 64%
Ed Fochtman, Jr.
President, Director (1) (2) 78,775 3%
Jonathan Tratt
Director (1) (2) 63,625 3%
Allen L. Haire
Director (1) (2) 23,375 1%
Robert A. Cassalia
Secretary (1) (2) 18,750 1%
All Directors and Executive Officers
as a Group 1,952,516 71%
</TABLE>
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(1) Includes options to purchase Common Shares currently held by management
pursuant to the Company's 1993 Stock Option Plan.
(2) The address for Messrs. Hrudka, Fochtman, Tratt and Cassalia is 2425 E.
Camelback Road, Suite 620, Phoenix, Arizona 85016.
(3) The address for Mr. Haire is P.O. Box 6660, Cleveland, Ohio 44101.
Shareholders are advised that management collectively owns over 70% of the
Company's issued and outstanding Common Shares, so passage of the proposals is
assured.
4
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
- -------------------------------------------------------
No director or executive officer of the Company at any time since the beginning
of the last fiscal year has any direct or indirect substantial interest in any
matter to be acted on other than election to office.
PROPOSALS
---------
ITEM NO. 1. ELECTION OF DIRECTORS
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PROPOSAL: SHOULD THE FOLLOWING NOMINEES BE APPROVED AS DIRECTORS OF THE
COMPANY: JOE HRUDKA, ED FOCHTMAN, JR., ALLEN HAIRE, AND JONATHAN TRATT?
All directors are to be elected at the Annual Meeting, each to hold
office until the next annual meeting and until a successor is elected and
qualified. The Company has no nominating committee to select candidates to serve
as directors. The persons named in the accompanying form of proxy intend to vote
that proxy for the election as directors of the persons named above who have
been designated by the Board of Directors as nominees unless authority to do so
is withheld. All of the nominees are currently directors of the Company. No
director resigned or declined to stand for re-election to the Board of Directors
since the date of the last annual meeting of shareholders because of a
disagreement with the Company on any matter related to the Company's operations,
policies or practices. Each of the nominees has agreed to serve as a director,
if elected. If any nominee should be unable to serve, which is not anticipated,
the proxy will be voted for such other persons as shall be determined by the
proxy holder in accordance with their judgment. No nominations will be accepted
from the floor.
The Company recommends that Shareholders elect the four persons named
above to hold office until the 1999 annual meeting of shareholders and until
their successors are elected and qualified. The Company's Code of Regulations
provides that the number of directors shall constitute the Board of Directors
shall be fixed from time to time by resolution of the holders of a majority of
the Common Stock entitled to elect directors or by resolution of the Board of
Directors, but shall not be less than three nor more than twenty-one. The Board
of Directors has determined that four directors is a sufficient number and has
fixed the number to be elected at four. Proxies cannot be voted for a number of
directors greater than four.
a. Legal Proceedings
-----------------
Joe Hrudka, Chief Executive Officer and a director of the Company,
along with other former officers and directors of the Company, is a defendant in
a lawsuit by a shareholder of the Company alleging a breach of fiduciary duty
owed to shareholders as an officer and director of the Company. The action is
pending in the Court of Common Pleas for the County of Cuyahoga, State of Ohio.
Mr. Hrudka has tendered the defense of this matter to the Company, which is
providing a defense as permitted in the Company's Code of Regulations and under
Ohio law.
Joe Hrudka is a defendant, along with the Company and others, in an
action brought by a former lessor for environmental remediation of a former
manufacturing facility. Mr. Hrudka has tendered defense of the action to the
Company. The Company is providing said defense as permitted in the Company's
Code of Regulations and under Ohio law.
5
<PAGE>
b. Table
-----
The table below sets forth certain information regarding the directors
and nominees:
<TABLE>
<CAPTION>
Current Principal Year Elected Membership on Transactions
Name of Nominees Occupation and As A Boards-Other With
And Age Prin. Employment Director (1) Corporations Management
- ------- ---------------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
Joe Hrudka - 58 Chairman of the Board 1981 Director of the (2)
and a Director of the Company's
Company Subsidiaries
Ed Fochtman, Jr. - 60 President and a 1988 Director of the None
Director of the Company Company's
Subsidiaries
Allen L. Haire - 54 Chairman and Chief 1988 Director of None
Executive Officer of Enerco
Enerco Technical Technical
Products and a Products
Director of the Company
Jonathan Tratt - 39 President and a 1993 Director of (3)
Director of Industrial Gulp Invest-
Brokerage, Inc. and a ments, Inc. and
Director of the Company Industrial
Brokerage, Inc.
</TABLE>
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(1) Directors are elected for a one-year term and until their successors
are elected and qualified.
(2) The Company had leased two buildings in Cleveland, Ohio used
predominantly for manufacturing, pursuant to a ten year lease,
effective May 1981, from Joe Hrudka, the Company's principal
shareholder and Chairman of the Board, as successor in interest to
Hrudka Realty Company. As of April 1, 1991, the Company entered into a
one year extension of the lease agreement calling for the same monthly
rental as in the previous year. The Company expended approximately
$137,000 in 1994 for repairs to the property under the terms of the
lease.
(3) Mr. Tratt, through his business, Industrial Brokerage, Inc., served as
a real estate agent in the sale of the Company's Mexicali property to
an unrelated third party. Mr. Tratt's company is receiving a sales
commission. The Company believes that this sales commission is on terms
which are no less favorable than those obtainable from unaffiliated
third parties.
6
<PAGE>
General Background of Executive Officers and Nominees
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President and Director
- ----------------------
Joe Hrudka is the founder and principal shareholder of he Company.
Since 1981, he has served as the Company's Chairman of the Board and a director.
Mr. Hrudka has served as Chief Executive Officer of the Company since November
1993. In 1964, Mr. Hrudka founded the original Mr. Gasket Company and served as
Chairman of the Board and President until the company was purchased by W.R.
Grace in 1974 and as a consultant to W.R. Grace during 1975 and 1976. From 1977
until the formation of the Company in 1981, Mr. Hrudka was a private investor.
Mr. Hrudka served as a director of Action Products, In., a company engaged in
the manufacture and sale of fiberglass bodied mini-cars and sales of other
promotional products, from 1987 until May 1992, and served as Secretary of
Action Products, Inc. from October 1990 to May 1992. In November 1991, a
Receiver was appointed by the Superior Court of the State of Arizona to manager
the affairs of Action Products, Inc. at the request of a secured party of Action
Products, Inc. As of May 1, 1992, the assets of Action Products, Inc. were
transferred to a third party in satisfaction of that party's debt and the
receivership was terminated. Mr. Hrudka has served as a director of each of the
Company's subsidiaries since they have been formed.
Vice President and Director
- ---------------------------
Ed Fochtman, Jr. has been President of the Company since May 1993. He
was an Executive Vice President of the Company from January 1992 until May 1993.
He was Chairman of the Board of Directors and Chief Executive Officer of Action
Products, Inc. from October 1986 until May 1992. From 1984 to 1986, Mr. Fochtman
was a private investor. From 1976 to 1984, he served as Vice President of F.W. &
Associates, Inc. Mr. Fochtman has served as a director of the Company since June
1988 and has served as a director of each of the subsidiaries since 1993.
Director
- --------
Allen L. Haire has been Chairman and Chief Executive Officer of Enerco
Technical Products, a manufacture of gasfired infra-red heating equipment, since
July 1984. He was manufacturer's representative from 1977 to 1984. Mr. Haire has
served as a director of the Company since June 1988.
Director
- --------
Jonathan Tratt has been President and Director of Industrial Brokerage,
Inc., an investment and commercial real estate brokerage company located in
Phoenix, Arizona, since 1992. Prior to 1992, Mr. Tratt was a general investor
and real estate agent in Phoenix. Mr. Tratt is also a director of Gulp
Investments, Inc., a real estate and general investment company, and has served
as a director of the Company since May 1993.
Secretary
- ---------
Robert A. Cassalia was hired by the Company as Assistant Secretary,
In-House Counsel in January 1991. In May 1993, he was elected Secretary. From
October 1986 until joining the Company in January 1991, Mr. Cassalia was General
Counsel of Action Products, Inc. Prior to 1986, he was a private practice in
Phoenix, Arizona and Syracuse, New York.
7
<PAGE>
d. Board of Directors, Committees, Meeting and Fees
------------------------------------------------
The Company has a Audit Committee consisting of the following members
of the Board of Directors: Ed Fochtman, Jr., Allen L. Haire and Jonathan Tratt.
The Committee, among other functions, recommends independent auditors to the
Board of Directors, reviews the audit plan and results of the audit and
considers other matters deemed appropriate for consideration by the board of
directors and/or the Committee. There were four Board of Directors and one Audit
Committee meeting during the year ended December 31, 1996. All incumbent
directors attended all Board and Audit Committee meeting of which they were
members. Directors are not paid a fee for any Board or Committee meeting
attended.
e. Compensation of Directors and Executive Officers
------------------------------------------------
The following table sets forth the compensation earned by the Company's
Chief Executive Officer and each of the Company's other most highly compensated
executive officers whose aggregate annual cash compensation exceeded $100,000
for services rendered in all capacities to the Company (collectively, the "Named
Executive Officer") for the fiscal years ended December 31, 1996, 1995 and 1994:
1. Summary Compensation Table
<TABLE>
<CAPTION>
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
- ------------------ ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
Joe Hrudka (1) 1996 250,000 N/A $1,600 Car Allowance
Chairman of the Board 1995 250,000 N/A $1,600 Car Allowance
Chief Executive Officer, 1994 210,000 N/A $1,600 Car Allowance
President and Director
Ed Fochtman, Jr. 1996 150,000
President, Director 1995 150,000
1994 150,000
</TABLE>
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(1) The Company provides Mr. Hrudka with the use of a vehicle acquired by
the Company in 1996 under a lease. The Company pays all insurance,
maintenance, and registration for the vehicle. The other annual
compensation of $1,600 was for the use of the vehicle.
No SAR's, restricted stock, LTIP awards or deferred compensation were issued or
paid during 1995, and none are anticipated to be issued or paid in 1996. The
Company has no defined benefit plans or pension plans.
No Named Executive Officer has an employment contract with the Company or a
contract with respect to the termination of employment or change-in-control
arrangement.
2. Table of Options Granted in 1996
None
8
<PAGE>
3. Compensation of Directors No director is paid a fee for his services as a
director or for attendance at meetings.
4. Compensation Committee Interlocks and Insider Participation. All salary and
other compensation decisions are made by the Company's Board of Directors, and
all directors participate in compensation decisions. For the year ended December
31, 1996, Messrs. Hrudka and Fochtman participated in compensation decisions as
directors of the Company. Related party transactions under Item 404 of
Regulations S-K are disclosed on page 6 of this Proxy Statement. No executive
officer of the Company served as a member of the compensation committee (or
other board committee performing equivalent functions or, in the absence of any
such committee, the entire board of directors) of another entity, one of whose
executive served on the Board of Directors of the Company.
f. Vote Required; Board Recommendation
-----------------------------------
THE ELECTION OF MESSRS. HRUDKA, FOCHTMAN, HAIRE AND TRATT WILL REQUIRE
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES PRESENT OR
REPRESENTED BY PROXY AT THE ANNUAL MEETING.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
ELECTION OF MESSRS. HRUDKA, FOCHTMAN, HAIRE AND TRATT.
Item NO. 2 RATIFICATION AND APPOINTMENT OF INDEPENDENT
-------------------------------------------
PUBLIC ACCOUNTANTS
------------------
PROPOSAL: SHOULD THE SELECTION BY THE BOARD OF DIRECTORS OF TOBACK CPA's,
P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY BE APPROVED?
The certified public accounting firm of Toback CPAs, P.C. ("Toback"),
has been selected to audit the Company's and it subsidiaries' accounts for 1997.
Representatives of Toback may be present at the Annual Meeting and may make a
statement if desired to do so and will be available to respond to appropriate
questions.
a. Background
----------
Prior to 1993, the certified public accounting firm of Deloitte &
Touche was responsible for the audit of the Company's and its subsidiaries'
accounts. Deloitte & Touche was dismissed by the Company through the Board of
Directors on September 16, 1993. The dismissal was approved by the Board of
Directors because Toback's services were expected to be more cost effective than
the services of Deloitte & Touche. The dismissal of Deloitte & Touche was not a
result of any disagreement with the Company's former accountants.
During the Company's two most recent fiscal years, there were no
disagreements with the former accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of the former
accountants, would have caused it to make a reference to the subject matter of
the disagreement(s) in connection with any of its reports.
9
<PAGE>
During the Company's two most recent fiscal years, none of the
reportable events described in Item 304(a) (v) of Regulation S-K occurred.
b. Vote Required; Board Recommendation
-----------------------------------
THE RATIFICATION AND APPOINTMENT OF TOBACK CPA's P.C., AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 1997 FISCAL YEAR WILL REQUIRE
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES PRESENT
OR REPRESENTED BY PROXY AT THE ANNUAL MEETING.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A "YES" VOTE FOR THE
RATIFICATION AND APPOINTMENT OF TOBACK CPAs, P.C., AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 1996 FISCAL YEAR.
ITEM NO. 3 OTHER MATTERS
-------------
The Board of Directors of the Company does not intend to bring any
other matters to vote before the Annual Meeting, and it knows of no other
proposal to be presented at the Annual Meeting by others. If other matters
properly come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote the Proxy in accordance with their best judgement
on that matter.
ANNUAL REPORT
- -------------
The Company's December 31, 1996 Annual Report on Form 10-K, as filed
with the Securities and Exchange Commission, accompanies this Proxy Statement.
The Annual Report does not form part of the material for the solicitation of
proxies. Additional copies may be obtained by writing to the Company at 2425 E.
Camelback Road, Suite 620, Phoenix, Arizona 85016 or by calling Robert A.
Cassalia at (602) 912-0100.
DATED: June 26, 1997, Phoenix, Arizona
By Order of the Board of Directors
10
<PAGE>
PROXY
COMMON SHARES
PERFORMANCE INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - JULY 28, 1997
Solicited by the Board of Directors
The undersigned shareholder of Performance Industries, Inc., an Ohio corporation
("Company") does hereby constitute and appoint Robert A. Cassalia and Ed
Fochtman, Jr. or such other persons as the Board of Directors of the Company may
designate, proxies for the undersigned with full power of substitution, to
represent the undersigned and to vote all of the common shares of the Company,
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held on July 28, 1997 at 9:00 a.m., PDST, at the Carlos
Murphy's Restaurant, 4303 La Jolla Village Dr. La Jolla, California, and any and
all adjournments thereof.
1. Election of Directors. SHOULD THE FOLLOWING NOMINEES BE APPROVED AS
DIRECTORS OF THE COMPANY:
JOE HRUDKA, ED FOCHTMAN, JR., ALLEN L. HAIRE & JONATHAN TRATT
[ ] FOR all nominees listed above except as marked to the contrary
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
[ ] ABSTAIN
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE ABOVE LIST.
2. Accountants. SHOULD THE SELECTION BY THE BOARD OF DIRECTORS OF TOBACK
CPA's, P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY BY
APPROVED?
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Other Matters: IN THEIR DISCRETION, TO VOTE ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING, BUT WHICH ARE NOT NOW
ANTICIPATED, TO VOTE FOR THE ELECTION OF ANY PERSON AS DIRECTOR SHOULD
ANY PERSON NAMED IN THE PROXY STATEMENT TO BE ELECTED BY UNABLE TO
SERVE OR FOR GOOD CAUSE CANNOT SERVE, AND TO VOTE UPON MATTERS INCIDENT
TO THE CONDUCT OF THE MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE PERSONS NAMED IN THE PROPOSAL 1 AND FOR PROPOSAL 2.
Date: ________________________, 1996
Phone No.: ____________________________
--------------------------------------
(Signature of Shareholder)
--------------------------------------
(Signature of Shareholder)
Please sign exactly as your name appears on the envelope in which this
material was mailed. Agents, executives, administrators, guardians and trustees
must give full title as such. Corporations should sign by their presidents or
authorized officer. Partnerships should sign in the Partnership name by an
authorized person. If shares are held in the name or two more persons, all
should sign.
