S*K*I Limited
P.O. Box 5484
Airport Executive Plaza, #5
West Lebanon, NH 03784
October 18, 1995
Dear Stockholder:
We invite you to the S-K-I Ltd. 1995 Annual Meeting of
stockholders to be held in the Mount Tecumseh Base Lodge at
the Waterville Valley Ski Area in Waterville Valley, New
Hampshire, 10:00 a.m., Friday, November 17, 1995. The
doors will open at 9:00 a.m.
Please send in your vote by proxy by signing and returning
the enclosed proxy card. Your vote is important and a prompt
reply will save your company the expense of a follow-up
request for your vote. This will not prevent you from voting
your shares in person if you are able to attend the meeting,
but assists us in assuring that we are able to carry out the
business at hand with the required total vote.
Each year we have had a larger number of stockholders attend
the Annual Meeting which we believe reflects the enthusiasm
for the success of the company and its prospects. Because of
the very high interest, we must point out that this meeting
is only for stockholders of record or their specifically
authorized representatives. If you need any clarification of
this, please contact the Company at (802) 422-6215.
If your shares are held of record by a brokerage firm or
other nominee name, you may not attend the meeting in person
unless the nominee gives specific written notice to the
Company that you are its authorized representative for
those shares.
If you plan to attend, please so indicate in the appropriate
box on the proxy card and return it in the enclosed
envelope. We look forward to reporting to you in person on
the progress of S-K-I Ltd. and meeting you at the social
following the business session.
Preston Leete Smith
Chief Executive Officer
This page left blank intentionally.
S*K*I Limited
P.O. Box 5484
Airport Executive Plaza, #5
West Lebanon, NH 03784
October 18, 1995
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On
November 17, 1995
The Annual Meeting of the Stockholders of S-K-I Ltd.
(the "Company") will be held at the Mount Tecumseh Base
Lodge at the Waterville Valley Ski Area in Waterville
Valley, New Hampshire on Friday, November 17, 1995, at
10:00 a.m., for the following purposes:
1. To elect a director; and
2. To transact such other business as
may properly come before the meeting.
Only stockholders of record at the close of business
on October 2, 1995 shall be entitled to notice of and
to vote at the meeting.
By Order of the Board of Directors,
Frank P. Urso
Acting Secretary
This page left blank intentionally.
S-K-I LTD.
P.O. Box 5484
Airport Executive Plaza, #5
West Lebanon, NH 03784
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are
being mailed, commencing on or about October 18, 1995, to
the stockholders of S-K-I Ltd. (the "Company" or "S-K-I") in
connection with the solicitation of proxies to be used in
voting at the Annual Meeting of the stockholders of the
Company to be held on Friday, November 17, 1995 (the "1995
Annual Meeting"). The accompanying proxy is solicited by the
Board of Directors of the Company.
A person giving the accompanying proxy has the power
to revoke it at any time before it is exercised.
The Company will bear the cost of solicitation of
proxies, which may include the reasonable expenses of
brokerage firms and others for forwarding proxies and proxy
material to the beneficial owners of stock of the Company.
In addition to the use of the mails, proxies may be
solicited by regular employees of the Company personally, or
by telephone or by telegram.
All proxies properly executed and properly returned
will be voted as and to the extent specified therein.
The Company is a corporation incorporated under the
laws of Delaware. Its primary assets consist of six ski
resorts, four of which are wholly-owned subsidiaries:
Killington Ltd. ("Killington"), Mount Snow Ltd. ("Mount
Snow"), Bear Mountain Ltd. ("Bear Mountain") and Waterville
Valley Ski Area Ltd. ("Waterville Valley"). In addition,
the Company owns a majority interest in Sugarloaf Mountain
Corporation and Mount Snow Ltd. owns all of the assets of
the Haystack Ski Area. As used in this Proxy Statement,
where the context indicates, the term "Company" includes not
only the Company but also any and all of its
subsidiaries.
VOTING SECURITIES
The only outstanding voting securities of the Company
are the shares of its Common Stock, $.10 par value,
5,787,632 shares of which were outstanding as of October
2, 1995, and only stockholders of record at the close of
business on that date will be entitled to vote at the 1995
Annual Meeting. Each share is entitled to one vote. A
majority of the shares entitled to vote, represented in
person or by proxy, will constitute a quorum at that
Meeting. Votes will be tabulated by one or more inspectors
of election appointed by the Chairman of the Meeting.
MEETING ITEM NO. 1: ELECTION OF A DIRECTOR
The Board of Directors of the Company is divided into
three classes. The terms of office of directors in one of
such classes expire at each annual meeting of the
stockholders of the Company, and directors elected to
succeed those directors whose terms of office so expire are
elected to a new class with terms expiring at the third
annual meeting of stockholders after their election.
Pursuant to the Certificate of Incorporation and Bylaws of
the Company, the Board has determined that effective at the
time of the 1995 Annual Meeting the authorized number of
directors shall be eight, four in the class with terms
expiring in 1996, three in the class with terms expiring
in 1997, and one in the class with a term expiring in 1998.
It is intended that the shares represented by the
accompanying proxy will be voted at the 1995 Annual Meeting
for the election of Joseph D. Sargent to constitute the
class whose term will expire in 1998.
If for any reason the nominee should be unavailable
to serve as a director at the time of the 1995 Annual
Meeting, a contingency which the Board of Directors does
not expect, the shares represented by the accompanying
proxy may be voted at a later date for such other person
as may be determined by the holders of the proxy, unless
the proxy withholds authority to vote for such nominee.
If a quorum is present at the 1995 Annual Meeting, a
director will be elected by the affirmative vote of a
plurality of the shares of Common Stock present in person or
represented by proxy and entitled to vote at the Meeting.
Abstentions by holders of such shares and broker non-votes
with respect to the election of directors will be included
in determining the presence of such quorum, but will not be
included in determining whether nominees have received the
vote of such plurality.
The following table sets forth certain information
with respect to the nominee for election as director at the
1995 Annual Meeting and the other directors whose terms will
continue after that Meeting. In addition, Mr. Smith is the
sole director of Killington Ltd., Mount Snow Ltd., Bear
Mountain Ltd. and Waterville Valley Ski Area Ltd. He is
also a member of the Board of Directors of Sugarloaf
Mountain Corporation. Since the Company was not organized
until 1984, reference to a director's years of service
includes service as a director of Killington.
<TABLE>
<CAPTION>
Name, Age and Offices Director Term Will Business Experience During the Past
with Company Since Expire Five Years
<S> <C> <C> <C>
NOMINEE
Joseph D. Sargent, 66 (1)
Chairman of the Board 1956 1998 Vice Chairman, Conning & Company
(investment securities); Chairman,
Chief Financial Officer and Treasurer,
Connecticut Surety Corporation, Hartford,
Connecticut
OTHER DIRECTORS
Jose' M. Calhoun, 67 1959 1997 Retired since June, 1988
F. Ray Keyser, Jr., 68 1980 1997 Attorney; Chairman, Keyser, Crowley, Meub,
Layden, Kulig & Sullivan, P.C.(attorneys),
Rutland, Vermont
Walter N. Morrison, 68 1957 1997 Retired since January, 1987
Mary T. Sargent, 58 1956 1996 Director of the Company
Preston Leete Smith, 65
Chief Executive Officer
and Chairman of the
Executive Committee 1956 1996 Chief Executive Officer of the Company
Thomas C. Webb, 61 1990 1996 President and Chief Executive Officer of Central
Vermont Public Service Corporation
Martel D. Wilson, Jr., 58
Vice President, Chief
Financial Officer and
Treasurer 1972 1996 Vice President, Chief Financial Officer and Treasurer
of the Company
</TABLE>
(1) Joseph D. Sargent and Mary T. Sargent are
husband and wife.
F. Ray Keyser, Jr. is a director of Keystone
Custodian Funds, Inc. and Central Vermont Public Service
Corp. Both Thomas C. Webb and Preston Leete Smith serve as
directors of Central Vermont Public Service Corp. and Arrow
Financial Corporation. Martel D. Wilson, Jr. is a director
of Chittenden Corporation. Joseph D. Sargent is a
director of Mutual Risk Management Ltd., Policy
Management Systems Corp. and Trenwick Group, Inc.
STOCK OWNERSHIP
The following table sets forth information, as of
September 1, 1995, with respect to the beneficial ownership
of shares of the Common Stock of the Company by each
director, each of the executive officers of the Company
referenced in the Summary Compensation Table on page 6, and
all of the directors and such executive officers of the
Company as a group, based upon information received from
such persons. Except as indicated in the table, no person
is known to the Company to have been the beneficial owner of
more than five percent of such shares as of that date. Such
beneficial ownership is reported in accordance with the
rules of the Securities and Exchange Commission, under which
a person may be deemed to be the beneficial owner of shares
of the Common Stock if he or she has or shares the power to
vote or dispose of such shares or has the right to acquire
beneficial ownership of such shares within 60 days (for
example, through the exercise of an option). Because of
these rules, more than one person may be deemed to be the
beneficial owner of the same shares. The inclusion of the
shares shown in the table is not necessarily an admission of
beneficial ownership of such shares by the person indicated.
Unless otherwise indicated in the table, each person named
was the direct owner of, and had sole voting and investment
power over, the shares shown as beneficially owned by
such person.
<TABLE>
Beneficial Owner Number of Shares Percentage of Shares
Owned (1) Outstanding
<S> <C> <C>
Preston Leete Smith
P.O. Box 372
Waterville Valley, NH 03215 665,719 11.5
Joseph D. Sargent (2) (3)
25 Colony Road
West Hartford, CT 06117 472,375 8.2
Jose' M. Calhoun (4) 10,875 .2
F. Ray Keyser, Jr. (5) 3,000 *
Walter N. Morrison (6) 22,025 .4
Mary T. Sargent (2) 20,250 .4
Thomas C. Webb (8) 4,350 *
Martel D. Wilson, Jr. (7) 174,010 3.0
Foster T. Chandler, Jr. 28,250 .5
Christopher S. Diamond 28,833 .5
Henry B. Lunde 36,250 .6
All directors and executive
officers as a group (12 persons) 1,465,937 25.3
</TABLE>
* less than one-tenth of one percent
(1) The shares shown as beneficially owned by Preston
Leete Smith, Joseph D. Sargent, Martel D. Wilson,
Jr., Henry B. Lunde, Foster T. Chandler, Jr., and
Christopher S. Diamond, and by all directors and
executive officers as a group, include 7,500,
7,500, 18,583, 21,250, 13,250, 18,583 and 86,666
shares, respectively, which they can acquire within
60 days after September 1, 1995, by exercising
options under either the Company's 1982 Incentive
Stock Option Plan or its 1988 Stock Option Plan.
(2) Joseph D. Sargent and Mary T. Sargent are husband and
wife. Each of them disclaims any beneficial interest in
shares shown as beneficially owned by the other.
(3) Of the shares shown as beneficially owned by Joseph
D. Sargent, 25,125 shares, as to which he disclaims any
beneficial interest, are held in trust for his children.
(4) Of the shares shown as beneficially owned by Jose' M.
Calhoun, 2,000 shares, as to which he disclaims any
beneficial interest, are owned by his wife.
(5) Of the shares shown as beneficially owned by F. Ray
Keyser, Jr., 2,992 shares are held jointly with
his wife and 8 shares are held in trust.
(6) Of the shares shown as beneficially owned by Walter
N. Morrison, 7,450 shares, as to which he disclaims
any beneficial interest, are owned by his wife.
(7) Of the shares shown as beneficially owned by Martel
D. Wilson, Jr., 2,250 shares, as to which he
disclaims any beneficial interest, are owned by his
wife.
(8) The shares shown as beneficially owned by Thomas C.
Webb are held jointly with his wife.
CORPORATE GOVERNANCE
The business and property of the Company are managed
by or under the direction of the Board of Directors. To
assist it in the performance of its responsibilities, the
Board has appointed standing Executive, Audit, Profit
Sharing Retirement Trust and Stock Option Committees.
During the intervals between meetings of the Board of
Directors, the Executive Committee possesses and may
exercise all the powers of the Board of Directors in the
management and direction of the business and property of the
Company. The Company does not have specifically designated
nominating or compensation committees. The Executive
Committee performs the functions of a compensation
committee, except that F. Ray Keyser, Jr., Thomas C. Webb
and Jose' M. Calhoun constitute the Stock Option Committee,
which administers the Company's stock option plans, and the
Profit Sharing Retirement Trust Committee, which administers
the Company's profit sharing plans. Members of the
Executive Committee are Walter N. Morrison, Joseph D.
Sargent and Preston Leete Smith. Mr. Smith serves as
Chairman of the Executive Committee. The entire Board of
Directors performs the functions of a nominating committee.
The members of the Audit Committee are Preston Leete
Smith, Jose' M. Calhoun and F. Ray Keyser, Jr. It is the
function of the Committee to oversee the Company's financial
accounts and operations in conjunction with the
Company's independent accountants.
During the fiscal year ended July 31, 1995, the
Company's Board of Directors held seven meetings. The
Executive Committee met four times, the Stock Option
Committee twice, the Profit Sharing Retirement Trust
Committee four times and the Audit Committee twice. Each
member of the committees of the Board attended at least 75%
of the meetings of the Board and their respective
committees. Each member of the Board of Directors attended
at least 75% of its meetings.
Each director who is not an officer of the Company
receives a per annum retainer of $7,000 for serving as a
director, a fee of $1,200 for attendance at each meeting of
the Board and a fee of $650 for attendance at each meeting
of a committee of the Board. However, if a director attends
a committee meeting by telephone or on the same day as a
Board meeting, he or she is paid $325 for such attendance.
Directors who are officers of the Company receive no
compensation for serving as directors or attending such
meetings.
CERTAIN TRANSACTIONS
Owner Services, Inc., which owns substantially all of
the assets of Patch's Petroleum, a fuel oil distributor
("Patch") is wholly owned by an immediate member of the
family of F. Ray Keyser Jr. During the Company's last
fiscal year, Killington purchased fuel oil and related
products and services from Patch for an aggregate purchase
price of $931,298. Killington has made, and may make,
purchases of such products and services from Patch or Owner
Services, Inc. or its affiliates during the Company's
current fiscal year. The Company believes that such past
purchases have been, and expects that such future purchases
will be, on overall terms at least as favorable to the
Company as those available to it from other sources.
EXECUTIVE COMPENSATION
This discussion of Executive Compensation at S-K-I
Ltd. consists of a report of the Executive Committee of the
Board of Directors (the "Committee"), compensation and stock
option tables and a line graph comparing the Company's
cumulative total shareholder return with the cumulative
total return of the S & P 500 Index and a peer group of
publicly traded companies involved in the ski industry.
Report of the Executive Committee of S-K-I Ltd.
on Compensation Policies
The Executive Committee of S-K-I Ltd., consisting of
Preston Leete Smith, Joseph D. Sargent and Walter N.
Morrison, performs the function of a Compensation Committee
at S-K-I Ltd. There is no distinct Compensation Committee.
The policy of the Committee with respect to compensation of
those executive officers, who are listed in the Summary
Compensation Table on page 6 of this Proxy Statement, is to
provide a total compensation package which tracks the
financial results of the Company and adds incentives for
special performance. The compensation package must also be
competitive, not only within the ski industry, but as
compared to industry in general since the Company
occasionally requires expertise and skills which are not
unique to the ski industry.
Due to the influence of such variable factors as
weather and the state of the economy on the Company's
performance, the compensation policy is not mechanically
tied to mathematically stated financial goals and at times
must involve subjective determinations. Nonetheless,
typical financial standards such as return on equity for the
Company, subsidiary earnings and cash flow carry
considerable weight in the Committee's decisions.
Consideration is also given to the rate of inflation, each
incumbent's qualifications and sustained performance over
the period of service.
The various compensation elements of the Chief
Executive Officer,which are described below, are typical of
the compensation package offered to all of the Company's
executive officers, although amounts do differ.
A merit-based annual salary for the Chief Executive
Officer is set each year by the Executive Committee,
exclusive of Mr. Smith, after a detailed review of his
performance in the prior year. The salary is generally
related to S-K-I's performance. Elements considered were
overall results from operations both absolutely and relative
to others in the industry, success in organizing and
implementing managerial changes, and success in maintaining
capital strength. In years in which the Company's results
are below expectations, Mr. Smith's salary may not be
increased. For example, Mr. Smith's salary has been the
same for the last four fiscal years.
The Management Incentive and Bonus Program is
designed to provide cash incentives provided certain Company
and subsidiary performance standards are met. Each year
management determines certain net income goals for S-K-I and
each of its three ski resort subsidiaries. If those goals
are met in full, the Chief Executive Officer and certain
executive officers become entitled to a management incentive
bonus based on a percentage of their annual salary. If only
some of the goals are met, the amount of the bonus is
reduced accordingly. In fiscal year 1995, no payments were
made under this program.
In 1995 S-K-I merged the Company's Profit Sharing
Retirement Plan with S-K-I Ltd.'s 401(k) Retirement Plan.
No contributions to the former Plan had been made in the
last five fiscal years. Under the 401(k) Plan, the Company
will contribute annually to an eligible employee's 401(k)
Plan one-half of from 1-8% of the employee's salary up to
the amount contributed by the employee to his 401(k) account
in the same year.
Long-term incentives are also provided to Mr. Smith
by means of stock options, some of which have an exercise
price equal to 110% of the fair market value of the
Company's stock at the time of grant and some of which have
an exercise price equal to 100% thereof at the time of
grant. As such, the program only provides value when the
price of S-K-I Ltd. stock increases. This stock option
program provides a direct link between the long-term
interests of executives and stockholders and was approved
by votes of the stockholders at previous annual meetings in
1982 and 1988. Stock option information with respect to
executive officers including Mr. Smith is reflected in the
stock option table shown on page 7 of this Proxy Statement.
This report has been submitted by the Executive Committee of
the Board of Directors.
Preston Leete Smith Joseph D. Sargent Walter N. Morrison
Compensation Committee Interlocks and Insider Participation
Thomas C. Webb, President and Chief Executive Officer
of Central Vermont Public Service Corporation, serves as a
member of the Board of Directors of S-K-I Ltd., as well as
its Stock Option and Profit Sharing Retirement Trust
Committees. Preston Leete Smith, Chief Executive Officer of
S-K-I Ltd., serves as a director of Central Vermont Public
Service Corporation and as Chairman of its Compensation
Committee.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Long Term
Compensation Compensation
Name and Principal Position Year Salary ($) Bonus ($)
<S> <C> <C> <C>
Preston Leete Smith 1995 $302,128 0
Chief Executive Officer, S-K-I; Chairman 1994 312,229 0
of the Board, Killington, Mount Snow, 1993 302,128 $49,532
Bear Mountain, Waterville Valley
and Sugarloaf/USA
Henry B. Lunde 1995 $225,000 0
President, S-K-I; Chief Executive Officer, 1994 194,714 0
Killington, Mount Snow and Bear Mountain; 1993 185,002 $18,986
President, Waterville Valley;
Vice Chairman of the Board and Chief
Executive Officer, Sugarloaf/USA
Martel D. Wilson, Jr. 1995 $198,065 0
Vice President, Chief Financial Officer 1994 201,874 0
and Treasurer, S-K-I; Chief Financial 1993 198,065 $23,484
Officer and Treasurer, Killington, Mount
Snow and Waterville Valley; Treasurer,
Bear Mountain
Foster T. Chandler, Jr. 1995 $189,797 0
Vice President and Director of 1994 193,447 0
Marketing, S-K-I 1993 189,797 $22,504
Christopher S. Diamond 1995 $184,964 0
Vice President - Vermont Divisions, 1994 184,737 0
Vice President - Corporate Development, 1993 169,035 $36,926
S-K-I; President, Killington and Mount
Snow; Vice President, Waterville Valley
</TABLE>
Stock Option Plans
The Company has two stockholder-approved stock option
plans, the 1982 Incentive Stock Option Plan and the 1988
Stock Option Plan, under which options to purchase shares of
Common Stock of the Company have been granted to certain
officers and other key employees of the Company. The
following table sets forth certain information concerning
options exercised during the last fiscal year by the named
executive officers and unexercised options held under those
plans by such officers at the end of that fiscal year. The
dollar values in column (e) represents the difference
between the fair market value of the shares underlying the
options as of July 31, 1995 and the exercise price of the
options.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at FY-End (#) FY-End ($)
Name Shares Acquired Value Exercisable/Unexercisable Exercisable/Unexercisable
on Exercise (#) Realized ($)
<S> <C> <C> <C> <C>
Preston Leete Smith 0 0 7,500/0 32,250/0
Martel D. Wilson, Jr. 0 0 16,583/6,667 75,881/(2,661)
Foster T. Chandler, Jr. 0 0 13,250/0 77,219/0
Henry B. Lunde 0 0 18,250/10,000 75,219/(4,005)
Christopher S. Diamond 0 0 16,583/6,667 75,881/(2,661)
</TABLE>
Performance Graph-Shareholder Return
The graph below compares cumulative total return of the
Company's Common Stock, the S&P 500 Index and an index of
peer companies selected by the Company. The group of peer
companies were selected because they are publicly traded
companies which own ski areas in the United States. The
companies in the peer group are: Blue Ridge Real Estate
Co.; Crystal Mountain, Inc.; Great American Recreation,
Inc.; and S-K-I Ltd. itself.
(Graph NOT TRANSMITTABLE)
July 31 .... 1990 1991 1992 1993 1994 1995
S-K-I Ltd. 100.00 89.66 80.22 102.66 112.75 137.24
S & P 500 100.00 112.80 127.19 138.24 145.41 183.26
Peer Group 100.00 88.14 67.97 74.67 59.90 58.78
INDEPENDENT ACCOUNTANTS
Price Waterhouse has been selected independent
accountants of the Company for the current year.
Representatives of Price Waterhouse are expected to be
present at the 1995 Annual Meeting and will be available to
respond to any appropriate questions raised by stockholders.
ADDITIONAL INFORMATION
UPON THE WRITTEN REQUEST OF A STOCKHOLDER OF THE
COMPANY, ADDRESSED TO INVESTOR RELATIONS DEPARTMENT, S-K-I
LTD., c/o KILLINGTON LTD., KILLINGTON, VERMONT 05751, THE
COMPANY WILL PROVIDE TO SUCH STOCKHOLDER WITHOUT CHARGE A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K REQUIRED TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS
MOST RECENT FISCAL YEAR.
DISCRETIONARY AUTHORITY
The Board of Directors has no knowledge of any
matters to be presented for action by the stockholders at
the 1995 Annual Meeting other than the matters described in
this Proxy Statement and matters incident to the conduct of
the Meeting. The accompanying proxy gives discretionary
authority, however, in the event any other matter should be
presented.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented
for action at next year's annual meeting of the stockholders
must be received by the Company, S-K-I Ltd., P.O. Box 5494,
Airport Executive Plaza, #5, West Lebanon, NH 03784 by June
20, 1996, in order to be considered for inclusion in the
Company's proxy statement and form of proxy relating to that
meeting. Any such proposal should be directed to the
attention of the Company's Secretary.
By Order of the Board of Directors,
Frank P. Urso
Acting Secretary
October 18, 1995
{START PROXY CARD}
(side one)
S*K*I LTD.
Airport Executive Plaza, Suite 5
P.O. Box 5494
West Lebanon, New Hampshire 03784
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOSEPH D. SARGENT, PRESTON L. SMITH and
WALTER N. MORRISON, or any one or more of them, with power of substitution,
proxies to represent the undersigned at the annual meeting of the stockholders
of S*K*I Ltd. to be held on November 17, 1995, and at any adjournments
thereof, with all powers which the undersigned would possess if personally
present, and to vote, as and to the extent indicated below, all shares of
stock which the undersigned may be entitled to vote at said meeting or any
adjournments thereof, upon the following matters more fully described in the
Notice of Annual Meeting of Stockholders and Proxy Statement relating to
said meeting, receipt of a copy of which is hereby acknowledged by the
undersigned, and with discretionary authority to vote upon all other matters
coming before the meeting or any adjournments, thereof.
1. ELECTION OF A DIRECTOR
________ FOR the nominee named below
________ WITHHOLD AUTHORITY to vote for the nominee named below
Joseph D. Sargent
(continued and to be signed on other side)
{PROXY CARD}
(side two)
(continued from other side)
The shares represented by this proxy will be voted as and to the extent
specified herein. If this proxy does not specify otherwise, said shares will
be voted FOR the election of the director, as described in the Proxy
Statement. The Board of Directors recommends a vote FOR the election of the
nominee named on the reverse side.
Please check below if you plan to attend the annual meeting on
November 17, 1995.
_______ Dated___________________, 1995
______________________________
______________________________
______________________________
Signature(s)
Please sign exactly as your name(s)
appear to the left.
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE TO THE COMPANY.
{END PROXY CARD}
