<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ABC DISPENSING TECHNOLOGIES
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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 Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ABC DISPENSING TECHNOLOGIES, INC.
AKRON, OHIO
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 9, 1998
To the Shareholders of ABC Dispensing Technologies, Inc.
You are hereby notified that the 1998 annual meeting of shareholders (the
"Meeting") of ABC Dispensing Technologies, Inc. (the "Company") will be held at
the offices of ABC Dispensing Technologies, Inc., Akron, Ohio, on Friday,
October 9, 1998, at 1:30 p.m. local time, for the following purposes:
1. To elect six (6) Directors to serve until the 1999 annual meeting
of shareholders or until their successors are elected and qualified; and
2. To consider and transact such other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August 10, 1998
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting. Accordingly, only shareholders of record on such
date will be entitled to vote by attending in person or by Proxy. A list of such
shareholders will be made available for examination at the offices of the
Company at least ten (10) days prior to the Meeting.
Your attention is directed to the accompanying Proxy Statement for further
information regarding each proposal to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT
YOU PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES AND A
QUORUM AT THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED BY PROVIDING WRITTEN NOTICE TO THE COMPANY BEFORE THE MEETING OR BY
ATTENDING THE MEETING AND VOTING.
By Order of the Board of Directors
Lee A. Albanese, Secretary
Akron, Ohio, August 19, 1998
PLEASE MAIL YOUR PROXY PROMPTLY.
<PAGE> 3
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
OF
ABC DISPENSING TECHNOLOGIES, INC.
TO BE HELD OCTOBER 9, 1998
------------------------
SOLICITATION AND REVOCATION OF PROXY
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of ABC Dispensing Technologies, Inc. (the "Company") of
proxies to be voted at the 1998 annual meeting of shareholders (the "Meeting")
to be held at the offices of ABC Dispensing Technologies, Inc., Akron, Ohio, on
Friday, October 9, 1998, at 1:30 p.m. local time, or at any adjournment thereof
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
The approximate date of the mailing of this Proxy Statement and
accompanying proxy is August 19, 1998. A shareholder who submits a proxy on the
accompanying form has the power to revoke it by written notice of revocation
received by the Secretary of the Company at any time before the Meeting.
Although a shareholder may have turned in a proxy prior to the Meeting, such a
shareholder may, nevertheless, attend the Meeting, revoke his proxy and vote in
person. All properly executed proxies will be voted as specified in the proxy.
Unless authority to vote is withheld or a contrary choice is specified, proxies
will be voted in favor of the proposals set forth in the accompanying Notice of
Annual Meeting of Shareholders.
A proxy for use in connection with the Meeting is enclosed. Shareholders
who execute proxies retain the right to revoke them before they are voted. A
proxy may be revoked by submission of a later dated proxy, by submission of a
written statement signed by the shareholder whose proxy is being revoked or by
voting in person at the Meeting. If mailed, the later dated proxy or the written
revocation must be received by the Company at its corporate offices at or prior
to the Meeting. A proxy, when executed and not so revoked, will be voted as
specified by the shareholder.
If because of a disability you will need auxiliary aids or services to
attend the Meeting, please contact the Secretary of the Company prior to the
Meeting.
Officers and employees of the Company may, by letter, telephone, or in
person, request the return of proxies. The cost of this solicitation will be
paid by the Company. The Company will reimburse brokerage houses, custodians,
nominees, and others for reasonable expenses in connection with this
solicitation.
VOTING PROCEDURES
The Company had 17,590,108 shares of the Company's common stock, $.01 par
value per share (the "Common Stock") outstanding and entitled to vote as of the
record date, August 10, 1998. Shareholders of record, at the close of business
on that date, will be the only persons to receive notice of, and to be entitled
to vote at, the Meeting or any adjournment of the Meeting. Holders of Common
Stock are entitled to one vote per share on all matters to be brought before the
Meeting. For purposes of counting votes, abstentions will be treated as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum, but as unvoted for purposes of determining the approval of any
proposal by the shareholders. If a broker or nominee indicates that it does not
have discretionary authority to vote on a proposal as to certain shares, those
shares will be counted for general quorum purposes but will not be considered as
present and entitled to vote with respect to such proposals.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to constitute a quorum at the Meeting. Business at the Meeting will be conducted
in accordance with the procedures determined by the Chairman of the Meeting and
will be limited to matters properly brought before the Meeting pursuant to the
procedures prescribed in the Company's By-Laws.
<PAGE> 4
PROPOSAL NO. 1 -- ELECTION OF SIX DIRECTORS
The By-Laws of the Company provide for a Board of Directors consisting of
up to nine (9) members. The Board of Directors currently has six members. At the
meeting, six (6) individuals will be elected to serve as directors until the
next annual meeting of shareholders, and until their successors are elected and
qualified. The Board of Directors has nominated six (6) individuals, all of whom
comprise the current Board of Directors. In the event that all such nominees are
elected, the Board of Directors will have three (3) vacancies. Board members are
elected annually by the Company's shareholders; however, vacancies may be filled
at any time by the existing Board of Directors. The Board of Directors may fill
some or all of the three (3) vacancies prior to the next annual meeting of
shareholders, but it has no present intention to do so.
Unless a shareholder withholds authority, a properly signed and dated proxy
will be voted for the election of the persons named below. If a duly executed
and dated proxy is returned without instructions, it will be voted for the six
nominees proposed below. Management has no reason to believe that any of the
nominees will not be a candidate or will be unable to serve as a director.
However, in the event any nominee is not a candidate or is unable or unwilling
to serve as a director at the time of the election, unless the shareholder
withholds authority from voting, the proxy will be voted for any nominee who
shall be designated by the present Board of Directors to fill such vacancy.
The names and biographical summaries of the six (6) persons who have been
nominated to stand for election at the Meeting are:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION OR EMPLOYMENT
---- --- ------------------------------------------
<S> <C> <C>
Charles M. Stimac, Jr..................... 47 President, Chief Executive Officer and
Director of the Company
Norbert J. Lewandowski.................... 61 Consultant
Herbert L. Luxenburg...................... 62 President and Chief Executive Officer of
University Inn and Days Inn of Kent, Ohio;
Director of the Company
C. Rand Michaels.......................... 61 Vice Chairman of Lomak Petroleum, Inc.;
Director of the Company
William L. Shanklin....................... 57 Professor of Marketing and
Entrepreneurship at Kent State University;
author and consultant
Frank E. Vaughn........................... 69 Adjunct Professor and visiting lecturer at
Kent State University
</TABLE>
CHARLES M. STIMAC, JR. has been President, Chief Executive Officer and a
Director of the Company since July 15, 1996. Mr. Stimac has more than 20 years
experience in the investment banking industry. Prior to joining the Company, Mr.
Stimac served as Vice President of Roney and Company, a member firm of the New
York Stock Exchange, from March 1991 through June 1996. During his five-year
tenure at Roney and Company, Mr. Stimac was a portfolio manager and a small-cap
stock specialist.
NORBERT J. LEWANDOWSKI was appointed Director of the Company on December
15, 1997 to fill a vacant seat on the board and serve until the next election by
the shareholders at the 1998 Annual Meeting. Mr. Lewandowski currently serves on
the Board of Trustees at Kent State University. Mr. Lewandowski is a CPA and
until 1992 he headed a large regional accounting firm that he founded. Mr.
Lewandowski currently serves as a consultant to many local companies.
HERBERT L. LUXENBURG has been a Director of the Company since September
1988. Mr. Luxenburg has been a proprietor in the hospitality industry since 1965
and has served as President and Chief Executive Officer of the University Inn
and Days Inn of Kent, Ohio from 1989 through the present.
C. RAND MICHAELS has been a Director of the Company since September 1986.
Mr. Michaels is Vice Chairman of Lomak Petroleum, Inc., a public corporation
engaged in exploration for, and in the development and production of, crude oil
and natural gas. Mr. Michaels has held executive positions with Lomak since
1976.
<PAGE> 5
Mr. Michaels also has served as a Director of Lynx Exploration, Inc., an oil and
gas exploration company, from 1994 through the present and as a Director of
North Coast Energy, Inc. from 1996 through the present.
WILLIAM L. SHANKLIN was appointed Director of the Company on December 15,
1997 to fill a vacant seat on the board and serve until the next election by the
shareholders at the 1998 Annual Meeting. Since 1977, Mr. Shanklin has been a
Professor of Marketing and Entrepreneurship at Kent State University. Mr.
Shanklin has served as consultant and advisor to the President/CEO of the
Company for the past 16 months. Mr. Shanklin is an author and has been a
consultant to numerous companies, ranging from Fortune 500 firms to small
businesses.
FRANK E. VAUGHN was appointed Director of the Company on October 13, 1997
to fill a vacant seat on the board and serve until the next election by the
shareholders at the 1998 annual meeting. Mr. Vaughn was formerly President of
the Hoover Companies and Executive Vice President of the Maytag Corporation. Mr.
Vaughn is currently an Adjunct Professor and visiting lecturer at Kent State
University.
BOARD MEETINGS, COMMITTEES AND COMPENSATION
BOARD MEETINGS
The Company's Board of Directors held four meetings during the fiscal year
ended April 25, 1998 ("FY 1998"). All Directors attended 75% or more of the
total number of Board and applicable committee meetings. The Board has a
compensation committee and an audit committee.
Committees
THE COMPENSATION COMMITTEE members were Messrs. Vaughn, Michaels and
Luxenburg during FY 1998. The Compensation Committee held no meetings during FY
1998. The Compensation Committee is responsible for the review and
recommendation of officer and key employee compensation and benefit programs and
for administering the Company's existing stock option plans.
THE AUDIT COMMITTEE members were Messrs. Vaughn, Lewandowski and Shanklin
during FY 1998. The Audit Committee held no meetings during FY 1998. The Audit
Committee is responsible for the review of SEC reports, public financial
releases, and independent audit results.
DIRECTORS' COMPENSATION
Except as set forth in the next paragraph, Directors were not compensated
for service as Directors or to attend any meetings, including meetings of any
committee. All Directors were reimbursed for their expenses in connection with
the meetings.
On October 10, 1997, Messrs. Luxenburg, Michaels and Vaughn were each
granted 20,000 warrants to purchase shares of the Common Stock at $0.844 per
share as compensation for their service as Directors during FY 1998 and Mr.
Vaughn was granted an additional 20,000 warrants to purchase shares of the
Common Stock at $0.844 per share for accepting a position on the Board of
Directors. On January 29, 1998, Mr. Lewandowski and Mr. Shanklin were each
granted 20,000 warrants for accepting positions on the Board of Directors and an
additional 20,000 warrants as compensation for their services as Directors for
FY 1998. Each such warrant allows the Director to purchase one share of the
Common Stock at a price of $1.125 per share.
IDENTIFICATION OF EXECUTIVE OFFICERS
Mr. Stimac is the Company's only executive officer. The Company's executive
officers are elected annually at the first meeting of the Board of Directors
following each annual shareholders meeting.
<PAGE> 6
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, officers and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission ("SEC") and NASDAQ initial reports of ownership and
reports to changes of ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than ten percent (10%) shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely upon its review of copies of the
forms received by it, or on written representations from reporting persons, the
Company believes that there were no late filings on Forms 3, 4 or 5, or
unreported transactions, during FY 1998; however, each of the Company's
directors recently amended his Form 4 filings to update/correct the amount and
nature of the holdings reported thereon.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the fiscal years ended April
25, 1998, April 26, 1997 and April 27, 1996 of the compensation of the Company's
Chief Executive Officer.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- ------------- ALL OTHER
NAME AND PRINCIPAL FISCAL OPTIONS COMPENSATION
POSITION YEAR SALARY (# OF SHARES) ($)
------------------ ------- --------- ------------- ------------
<S> <C> <C> <C> <C>
Charles M. Stimac, Jr.,....................... 1998 $150,000 -- $1,342(1)
President and Chief Executive Officer 1997 $108,333 100,000(2) $ 670(1)
Robert A. Cutting,............................ 1996 $122,000 -- $ 490(3)
Former President and Chief Executive Officer
</TABLE>
- ---------------
(1) These amounts represent the Company's matching contributions for Mr.
Stimac's account in the Company's 401(K) retirement plan.
(2) Mr. Stimac was granted warrants to purchase 100,000 shares of Common Stock
in connection with the execution of the Stimac Agreement, referred to below.
(3) Mr. Cutting's employment with the Company terminated effective July 14,
1996.
MR. STIMAC'S EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Charles M. Stimac,
Jr., President, Chief Executive Officer and Chief Financial Officer of the
Company, as of March 1, 1997 (the "Stimac Agreement"). The Stimac Agreement
provides for Mr. Stimac to serve as the Company's President and Chief Executive
Officer for an initial three-year term beginning March 1, 1997, subject to
automatic renewal for one-year renewal terms unless either party gives one
year's notice of termination. The Stimac Agreement provides for an annual salary
of $150,000, subject to annual cost of living increases, and annual bonuses
equal to 4% of the Company's pretax income. The Stimac Agreement also provides
for the grant of warrants to purchase 100,000 shares of the Company's Common
Stock at an exercise price of $1.25 per share.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
As of July 30, 1998, there were no persons known by the Company to
beneficially own more than five percent (5%) of any class of the Company's
securities. The following table sets forth certain information as of
<PAGE> 7
July 30, 1998, except as noted, regarding the Common Stock held by Directors and
the Chief Executive Officer of the Company and all directors and executive
officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON PERCENT OF
NAME AND POSITION(S) STOCK BENEFICIALLY OWNED CLASS
-------------------- -------------------------- ----------
<S> <C> <C>
Charles M. Stimac, Jr., President........................ 596,986(1) 3.3%
Chief Executive Officer and Director
Herbert L. Luxenburg..................................... 213,326(1) 1.6%
Director
C. Rand Michaels......................................... 246,076(1)(2) 1.4%
Director
Frank E. Vaughn.......................................... 191,843(1)(2) 1.1%
Director
William L. Shanklin...................................... 277,706(1)(2) 1.6%
Director
Norbert J. Lewandowski................................... 140,000(1)(2) *
Director
Directors and Executive Officers
as a Group (6 Persons)................................. 1,665,937(1)(2) 8.7%
*Less than 1%
</TABLE>
- ---------------
(1) Includes shares the directors have a right to acquire within 60 days through
the exercise of warrants and options: Mr. Stimac -- 425,000; Mr.
Luxenburg -- 213,326; Mr. Michaels -- 190,826; Mr. Vaughn -- 115,000; Mr.
Shanklin -- 175,000; Mr. Lewandowski -- 90,000; and all directors and
executive officers -- 1,209,152.
(2) Includes shares the directors have a right to acquire within 60 days through
the conversion of Preferred Stock: Mr. Michaels -- 50,000; Mr.
Vaughn -- 75,000; Mr. Shanklin -- 100,000; Mr. Lewandowski -- 50,000; and
all directors and executive officers -- 275,000.
CERTAIN TRANSACTIONS INVOLVING MANAGEMENT
On January 17, 1996, the Company obtained a $500,000 working capital
asset-secured loan from the Mezzanine Financial Fund, L.P. ("Mezzanine").
Interest on the loan was due monthly at the rate of 18% per annum. The terms of
the loan agreement provided for a $100,000 repayment of principal on each of the
first and second anniversaries of the closing of the loan. The balance of
$300,000 was due on the third anniversary. Mezzanine, at its option, could have
converted the loan into 166,666 shares of common stock (including standard
anti-dilution provisions). In consideration for providing the loan, Mezzanine
received a five (5) year warrant (the "Warrant Fee") to acquire shares of common
stock (at a price equal to the lower of seventy percent (70%) of the 30-day
average trading price prior to closing of the loan, or $2.50 (the "Price")). The
warrant exercise price was therefore determined to be $2.04 per share. The
maximum number of shares subject to the warrant was determined to be 58,910
under a formula in the loan agreement. At Mezzanine's election, all or any part
of the Warrant Fee could have been put to the Company upon repayment of the loan
for payment in cash in the amount equal to 70% of such Warrant Fee, paid in
equal monthly payments over the same number of months that the loan was
outstanding. Additionally, Mezzanine received a closing fee equal to 2% of the
amount of the loan and reimbursement for expenses associated with the making of
the loan.
On July 24, 1996, the Company distributed 125,000 shares of common stock to
Mezzanine in satisfaction of $38,000 of interest charges from May through
September 1996 due Mezzanine under the credit facility.
On September 23, 1996, the Company fully repaid Mezzanine the $500,000.
Prior to this date, the Company delivered 125,000 common shares to Mezzanine of
which 30,000 shares were sold to pay past due interest. In addition, the
proceeds of a sale of another 60,000 shares in September and October 1996 were
used to pay off the
<PAGE> 8
remaining interest of approximately $10,000 and an enhancement fee of
approximately $23,000. On December 31, 1996, Mezzanine returned 35,000 shares of
Common Stock to the Company.
Herbert M. Pearlman, Chairman of the Board of Directors of the Company
through February 5, 1997, is a director, officer and principal stockholder of
the general partner of Mezzanine. Mr. Pearlman is also Chairman, chief executive
officer and a principal stockholder of Helm Resources, Inc., a publicly traded
company which holds an approximately 14% equity stake in Mezzanine.
Pursuant to an arrangement with InterSystems, Inc., a company in which Mr.
Pearlman is Chairman and in which Mr. Pearlman has a significant equity
interest, the Company received certain shareholder relations services. The
Company reimbursed InterSystems, Inc. by paying one third of the salary and
other expenses of the InterSystems, Inc. employee providing the services to the
Company. The Company did not make any payments to InterSystems, Inc. during
fiscal 1997. The arrangement was terminated in February 1997.
Pursuant to an arrangement with Helm Capital Group, Inc. that was
terminated in February 1997, the Company paid for 25% of the allocated overhead
expenses associated with the office space maintained for Mr. Pearlman by Helm
Capital Group, Inc. The Company did not make any payments to Helm Capital Group,
Inc. during fiscal 1997.
William L. Shanklin is serving as a marketing and management consultant to
the Company. For his services as a consultant from October 1997 through
September 1998, Mr. Shanklin has been awarded five shares of the Company's
Preferred Stock valued at $12,500 per share.
VOTE REQUIRED
The Directors shall be elected by a plurality of the votes cast by the
holders of shares entitled to vote at the Meeting. Each shareholder has the
right to cast six (6) votes for six (6) directors, but not to cumulate votes for
any director.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the shareholders vote FOR its
nominees for directors.
SHAREHOLDER PROPOSAL
A shareholder of the Company who wishes to present a proposal for action at
the Company's 1999 annual meeting of shareholders must submit such proposal to
the Company, and such proposal must be received by the Company by a reasonable
time before the Company mails its proxy in connection with its 1999 annual
meeting of shareholders.
OTHER MATTERS
Management is not aware of any other matters that may come before the
meeting. However, if additional matters come before the meeting, proxies will be
voted at the discretion of the proxy holders.
ANNUAL REPORT
The Company's Annual Report for FY 1998 accompanies this Proxy Statement in
the initial mailing to shareholders. The Annual Report is not to be regarded as
Proxy solicitation material.
Akron, Ohio Lee A. Albanese, Secretary
August 19, 1998
<PAGE> 9
ABC DISPENSING TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles M. Stimac, Jr. and Lee A. Albanese, and
each of them, as proxies of the undersigned, with full power of substitution,
to represent and to vote at the Annual Meeting of Stocholders to be held at the
offices of ABC Dispensing Technologies, Inc., Akron, Ohio on October 9, 1998,
and any adjournment or postponement thereof, and thereat to vote all shares of
Common Stock of ABC DISPENSING TECHNOLOGIES, INC., held by the undersigned
which the undersigned would be entitled to vote if personally present, with
respect to the matters described on the reverse side of the proxy card:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
-------------
SEE REVERSE
SIDE
-------------
<PAGE> 10
[X] Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
FOR WITHHOLD
all nominees AUTHORITY
listed at right to vote for nominee(s)
<S> <C> <C> Nominees: Herber L. Luxenburg
1. ELECTION OF [ ] [ ] Norbert J. Lewandowski
DIRECTORS C. Rand Michaels
William L. Shanklin
Charles M. Stimac, Jr.
INSTRUCTIONS: To withhold your vote for any individual nominee(s), Frank E. Vaughn
write the name of the person(s) for whom your vote is withheld
on the line immediately below.
--------------------------------------------------
2. In their discretion, on such other business as may properly come before the
Annual Meeting or any adjournment:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE SHARES WILL BE VOTED "FOR" THE
ELECTION OF THE LISTED NOMINATIONS FOR DIRECTOR.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
Signature_________________________________Dated __________, 1998
NOTE: Please sign your name exactly ase it appears hereon. When signing as attoney-in-fact,
executor, administrator, trustee or guardian, please add your title as such. When
signing as joint tenants, all parties in the joint tenancy must sign. If the signer
is a corporation, please sign in full corporate name by duly authorized officer or
officers and affix the corporate seal.
</TABLE>
