SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended
(Amendment No. ________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
ENVIRONMENTAL PLUS, INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than 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)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
* Set forth amount on which the filing is calculated and state
how it was determined.
[ ] 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>
Environmental Plus, Incorporated
Route 1, Box 41
Overton, Texas 75684
_____________
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD JULY 9, 1997
To the Shareholders of Environmental Plus, Incorporated:
Notice is hereby given that the 1997 Annual Meeting of
Shareholders (the "Annual Meeting") of Environmental Plus, Inc.
(the "Company"), a Texas corporation, will be held at the
Company's offices at Route 1, Box 41, Farm Road 2089, Overton,
Texas on Wednesday, July 9, 1997, at 10:00 a.m. C.D.T., for the
following purposes:
1. To elect three persons to serve as directors to hold
office until the annual meeting of shareholders in 1998, and
until their successors have been elected and qualified.
2. To ratify the appointment of BDO Seidman, LLP as
independent public accountants of the Company for the fiscal year
ending August 31, 1997.
3. To transact such other business as may properly come
before the meeting or any other adjournment or adjournments
thereof.
Shareholders of record at the close of business on June 4,
1997 are entitled to notice of and to vote at the Annual Meeting,
or any adjournment or adjournments thereof.
You are cordially invited to attend the Annual Meeting.
Whether or not you expect to attend the Annual Meeting in person,
you are urged to mark, sign and date the enclosed form of proxy
and return the same promptly so that your shares of stock may be
represented and voted at the meeting. If you should be present
at the meeting, your proxy will be returned to you should you so
request.
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE. YOUR PROMPT RESPONSE WILL BE
APPRECIATED.
By Order of the Board of Directors
George Davis
Chairman of the Board
Overton, Texas
June 20, 1997
<PAGE>
Environmental Plus, Incorporated
Route 1, Box 41
Overton, Texas 75684
_____________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 9, 1997
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying proxy are
furnished in connection with the solicitation of proxies by the
Board of Directors of Environmental Plus, Incorporated (the
"Company" or "Environmental Plus"), a Texas corporation, for use
at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of
Shareholders and any adjournment(s) thereof.
The proxy, which is enclosed with this Proxy Statement and
Notice of Meeting, contains a space where each shareholder may
indicate whether the shareholder chooses to vote his or her
shares in favor of, against or withhold his vote in, the election
of the three persons nominated for election as director listed
under proposal 1, to vote for or against or to abstain from
voting on proposal 2 and to authorize the proxies to vote in
their discretion with respect to any other proposal brought
before the Annual Meeting. If the proxy is returned to the
Company and the shareholder specifies how the proxy is to be
voted, it will be voted in accordance with this instruction. If
the proxy is returned to the Company and no indication is given
as to how the proxy is to be voted, the proxy will be voted by
the persons named in the proxy at the Annual Meeting: FOR the
election of the nominees under the caption "Election of
Directors," and FOR ratification of the appointment of BDO
Seidman, LLP as independent public accountants for the current
fiscal year. If any other matters properly come before the
Annual Meeting the proxies will vote upon such matters according
to their judgment.
The giving of a proxy does not preclude the right to vote in
person should the person giving the proxy so desire, and the
person giving the proxy has the power to revoke it at any time
before it has been exercised either by furnishing the Secretary
of the Company at the Company's offices at Route 1, Box 1,
Overton, Texas 75684 written notice of revocation, by properly
executing and submitting a subsequently dated proxy or by
attending the meeting and voting in person. No such notice of
revocation or later-dated proxy will be effective, however, until
received by the Company at or prior to the Annual Meeting. Mere
attendance at the Annual Meeting will not of itself revoke the
proxy.
The enclosed proxy is solicited by and on behalf of the
Board of Directors of the Company. The expense of solicitation
of the proxies for the 1997 Annual Meeting, including the cost of
mailing, will be borne by the Company.
In addition to the use of the mails, the Company may request
persons holding stock in their name or custody, or in the name of
the nominee, to send proxy materials to their principals and
request authority for the execution of the proxies, and the
Company will reimburse such person for their expense in so doing.
To the extent necessary in order to assure sufficient
representation at the Annual Meeting, officers and regular
employees of the Company and others regularly retained by the
Company, at no additional compensation, will request the return
of the proxies personally, by telephone or telegram. The extent
to which this will be
<PAGE>
necessary depends entirely on how promptly proxies are received,
and shareholders are urged to send their proxies without delay.
In addition, the Company may make arrangements with brokers,
nominees, fiduciaries and other custodians to reimburse them for
their charges and expenses in forwarding proxy materials to the
beneficial owners of the Company's stock. Management has no
knowledge or information that any other person will specially
engage any persons to solicit proxies.
The Company's Annual Report for the year ended August 31,
1996, which contains the Company's financial statements, is
enclosed with this Proxy Statement and the accompanying proxy,
all of which are first being sent or given to the shareholders of
the Company on or about June 20, 1997. The Annual Report is not
to be regarded as proxy solicitation material.
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS
General
- -------
The close of business on June 4, 1997 has been fixed as the
record date (the "Record Date") for the determination of
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting and any adjournment(s) thereof. On that date
there were outstanding and entitled to be voted at the Annual
Meeting 40,329,136 shares of the Company's common stock, $.001
par value (the "Common Stock"), constituting the only class of
stock entitled to vote at the Annual Meeting. Each share of
Common Stock is entitled to one vote on each matter presented to
the shareholders.
Quorum and Voting
- -----------------
In accordance with the Bylaws of the Company, the presence,
in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote is necessary
to constitute a quorum to transact business at the meeting.
Abstentions (and broker nonvoters) are counted for purposes of
determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations
of the votes cast on proposals presented to the shareholders,
whereas broker nonvotes are not counted for purposes of
determining whether a proposal has been approved. Assuming the
presence of a quorum, the affirmative vote of the holders on the
Record Date of a plurality of the outstanding shares of Common
Stock present, represented in person or by proxy, at the Annual
Meeting is necessary for the election of directors and the
affirmative vote of the holders on the Record Date of a majority
of shares of Common Stock, represented in person or by proxy at
the Annual Meeting is required to approve or ratify each of the
other proposals to be presented at the Annual Meeting. If a
quorum is not present or represented at the meeting, the
shareholders entitled to vote thereat, present in person or
represented by proxy, have the power to adjourn the meeting from
time to time, without notice other than the announcement at the
meeting, until a quorum is present or represented. At any such
adjournment meeting at which a quorum is present or represented,
any business may be transacted at the meeting as originally
notified.
Security Ownership of Principal Stockholders and Management
- -----------------------------------------------------------
The following table shows as of the Record Date the number
of shares beneficially owned by each director and nominee for
director, each executive officer of the Company included in the
Summary Compensation Table set forth under the caption "Executive
Compensation" below, and each person or entity known to the
Company to be the beneficial owner of more than 5% of the
outstanding Common Stock.
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<PAGE>
Amount
Name and Address and Nature of
of Beneficial Beneficial Percent
Title of Class Owner Ownership(1) of Class
- -------------- --------------------- ------------- --------
Common Stock J.D. Davenport(2) 11,652,500 30.0%
607 South Garland
Overton, Texas 75684
Common Stock George Davis(3) 12,925,000 33.3%
Route 1, Box 41
Overton, Texas 75684
Common Stock Charles I. White 3,774,000 9.7%
P.O. Box 749
Bentonville, Arkansas 72712
Common Stock All executive officers 28,351,500 70.3%
and directors as a group
(consisting of three
persons)
(1) Beneficial ownership as reported in the above table has been
determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended. Unless otherwise indicated,
each of the persons named has sole voting and investment power
with respect to the shares reported.
(2) Mr. Davenport has decided to transfer 100% of the Company
shares owned by him (11,652,500) to, Northport Management Group,
Inc., a Texas corporation, organized by him and of which he is
the sole director, sole officer and majority shareholder.
(2) Mr. Davis is the record owner of 100% of the Common Stock of
Gulf Coast Cooling Tower Service, Inc. which owns 599,000 shares
of the Company's Series A Convertible Preferred Stock, par value
$1.00 per share, which is convertible on a one-for-one basis into
the Company Commons Stock.
ITEM 1 ON PROXY
ELECTION OF DIRECTORS
Nominees
- --------
In accordance with the Bylaws of the Company, action will be
taken at the annual meeting to elect three Directors to hold
office until the annual meeting of shareholders in 1998 and until
their respective successors have been duly elected and qualified.
The Board of Directors recommends that the shareholders elect
each of the following three persons who are the Board of
Director's nominees, to serve as directors of the Company, all of
whom are presently serving as directors and whose current terms
expire at the Annual Meeting. The table following sets forth the
name and age of each person nominated for the election as a
director, all other positions with the Company presently held,
the principal occupation or employment of the nominee for the
last five years, the directorships of public companies, if any,
held by each nominee and the period during which the nominee has
served as a director of the Company.
-3-
<PAGE>
Positions with Environmental Plus,
Served as Principal Occupation
Nominee and Age Director Since and Business Experience
- --------------- -------------- ----------------------------------
J. D. Davenport, 60 1996 President of Environmental Plus
since May 23, 1996. From October
1993 until December 1995, Chief
Executive Officer of Ness
Environmental, Inc. From November
1991 to October 1993, Chief
Executive Officer of Frontier
Environmental, Inc.
George Davis, 67 1996 President and Chief Executive
Officer of Gulf Coast Cooling Tower
Service, Inc. since May 1976
Charles I. White, 63 1996 Owner of an Arabian horse breeding
and training farm since 1990.
Unless otherwise indicated on a duly executed and dated
proxy, the persons named in the enclosed proxy intend to vote the
shares that it represents for the election of the nominees listed
in the table above. Although the Company does not anticipate
that any of the above-named nominees will refuse or be unable to
accept or serve as a director of the Company for the terms
specified, the persons named in the enclosed proxy intend, if any
nominee is unable or unwilling to serve as a director, to vote
the shares represented by the proxy for the election of such
other person or persons as may be nominated or designated by
management, unless they are directed by the proxy to do
otherwise.
Assuming the presence of a quorum, the affirmative vote of
the holders of a plurality of the shares of Common Stock, present
or represented by proxy at the Annual Meeting, is required for
the election of directors. Assuming the receipt by each such
person of the affirmative vote of at least a plurality of the
shares of Common Stock present or represented at the Annual
Meeting, the three persons receiving the greatest number of votes
will be elected as directors. Proxies will be voted for the
nominees in accordance with the specifications marked thereon
and, if no specification is made, will be voted "FOR" the above
nominees in the classes and for the terms noted.
ITEM 2 ON PROXY
RATIFICATION AND APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed the firm
of BDO Seidman, LLP to serve as independent public accountants of
the Company for the fiscal year ending August 31, 1997.
Although shareholder ratification is not required, the Board of
Directors has directed that such appointment be submitted to the
shareholders of the Company for ratification at the Annual
Meeting. BDO Seidman, LLP has served as independent public
accountants of the Company with respect to the Company's
financial statements for fiscal 1996 and is considered by
management of the Company to be well qualified. If the
shareholders do not ratify the appointment of BDO Seidman, LLP,
the Board of Directors may reconsider the appointment.
Representatives of BDO Seidman, LLP are expected to be
present at the Annual Meeting. They will have an opportunity to
make a statement if they desire to do so and are expected to be
available to respond to appropriate questions from shareholders.
On July 23, 1996, the Board unanimously selected BDO
Seidman, LLP to serve as independent auditors for the Company for
the fiscal year ended August 31, 1996. In so doing, the Board of
Directors terminated the engagement of Hutton, Patterson &
Company and engaged BDO Seidman, LLP effective as of such date.
The audit reports of BDO Seidman, LLP and Hutton, Patterson
& Company, respectively, on the Company's financial statements
for the years ended August 31, 1996 and 1995, respectively, were
not qualified or modified as to
-4-
<PAGE>
uncertainty, audit scope or accounting principles, although the
statements audited by Hutton, Patterson & Company for the year
ended August 31, 1995 had a "going concern opinion."
In connection with the audit of the fiscal year ended August
31, 1995, there were no disagreements ("Disagreements") as
defined in Item 304(a)(1)(iv) and the Instructions to Item 304 of
Regulation S-K promulgated pursuant to the Exchange Act
("Regulation S-K"), between the Company and Hutton, Patterson &
Company, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which Disagreements if not resolved to their satisfaction would
have caused Hutton, Patterson & Company to make reference in
connection with their opinions to the subject matter of the
Disagreement.
In connection with the audit of the fiscal year ended August
31, 1995, there were no reportable events ("Reportable Events")
as defined in Item 304(a)(1)(v) of Regulation S-K and the
Instructions to Item 304 of Regulation S-K.
Assuming the presence of a quorum, the affirmative votes of
the holders of a majority of the outstanding shares of Common
Stock present at the meeting in person or by proxy, is necessary
for adoption of the proposal. Proxies will be voted for or
against such approval in accordance with specifications marked
thereon and, if no specification is made, will be voted FOR such
approval.
ITEM 3 ON PROXY
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters,
other than those referred to in the accompanying Notice of Annual
Meeting of Shareholders, which properly may come before the
Annual Meeting. However, if any other matter should be properly
presented for consideration and voting at the Annual Meeting or
any adjournment(s) thereof, it is the intention of the persons
named as proxies on the enclosed form of proxy card to vote the
proxy cards in accordance with their judgment.
MANAGEMENT
Executive Officers and Directors
- --------------------------------
On the Record Date, the executive officers and directors of
the Company were as follows:
J. D. Davenport, 60 Director (since 1996) and President
George Davis, 67 Director (since 1996), Secretary, Treasurer
and Chairman of the Board
Charles I. White, 63 Director (since 1996) and Vice President
The following is a description of the business experience of and
other matters concerning the Company's executive officers and
directors.
J.D. Davenport serves as President of the Company. He has
served as President since May 23, 1996. From October 1993 to
December 1995, Mr. Davenport was the Chief Executive Officer of
Ness Environmental Plus, Inc. Prior to that time, Mr. Davenport
served as Chief Executive Office of Frontier Environmental, Inc.
from November 1991 until October 1993.
George Davis was elected Secretary, Treasurer and Chairman
of the Board of Directors of the Company in 1996. Mr. Davis is
also and has been President and Chief Executive Officer of Gulf
Coast Cooling Tower Service, Inc. since May 1976.
-5-
<PAGE>
Charles I. White was elected Vice President and a Director
of the Company in 1996. He is and has been the owner of an
Arabian horse breeding and training farm since 1990.
Meetings and Committees of the Board of Directors
- -------------------------------------------------
The Board of Directors conducts its business through
meetings of the Board of Directors. There is no separate audit
or executive committee. During the year ended August 31, 1996,
the Board of Directors held one special meeting and three
unanimous written consents in lieu of a special meeting were
adopted. Each director attended at least 100% of the total
number of meetings of the Board of Directors.
Director Compensation
- ---------------------
No compensation was paid to any director in fiscal 1996 in
his capacity as a director.
EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal
years to the Company's chief executive officer in all capacities.
No other executive officer of the Company received total salary
and bonus compensation for services rendered to the Company
during fiscal 1996 in excess of $100,000.
<TABLE>
<CAPTION>
Awards
Annual Compensation Other Annual ----------------------
Fiscal -------------------- Compensation Securities Underlying
Name and Principal Position Year Salary($) Bonus ($) ($)(1) Options(#)
- --------------------------- ------ --------- --------- ------------- ----------------------
<S> <C> <C> <C> <C> <C>
J. D. Davenport 1996(1) $ 0(2) - - -
President and Director
_________________________
(1) Mr. Davenport was elected President of the Company during fiscal 1996.
(2) During fiscal 1996, the officers of the Company including
the President determined that they would not take a salary until
cash flow from operations permitted them to pay each of the three
officers $50,000. Therefore, no salaries were paid in fiscal
1996. However, the staff of the Securities and Exchange
Commission has determined that the historical statement of
operations should reflect all costs of doing business.
Accordingly, officer's salaries for fiscal 1996 were imputed
based on the actual number of months of operation during fiscal
1996. This expense is reflected in the 1996 statements of
operations and also as an increase to paid in capital. See the
Financial Statements of the Company contained in the Annual
Report accompanying this Proxy Statement.
</TABLE>
Stock Option Grants in Fiscal 1996
- ----------------------------------
No stock options were granted to the President during fiscal
1996. The Company has never granted stock appreciation rights.
Aggregate Stock Option Exercises in Fiscal 1996
and Fiscal Year End Option Values
- -----------------------------------------------
The Company never granted any stock options to the
President.
-6-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective July 1996, the Company acquired substantially all
of the assets of Gulf Coast Cooling Tower Service, Inc. ("GCCTS")
from the Company's director and secretary, George Davis. Mr.
Davis abstained from voting as a director of the Company in that
transaction. The value of the assets according to the agreement
between the parties is approximately $599,000. The acquisition
resulted in a continuation of the business underlying the assets
(through the Company's subsidiary, Gulf Coast Towers, Inc.) which
is the construction and repair of industrial cooling towers
primarily in Texas, Louisiana and Arkansas for electric utility
companies, and related consulting services. The purchase price
for the assets was 599,000 shares of the company's Series A
Convertible Preferred Stock, par value $1.00 per share, which is
convertible on a one-for-one basis into the Company's common
stock.
During fiscal 1996, the Company contracted with GCCTS, an
affiliate by common control as described above, to perform
certain services on the cooling tower sales. Costs to the
Company and cash disbursements to GCCTS totaled $64,070.
At the end of fiscal 1996, the Company had certain notes
payable to related parties ($12,000 to GCCTS and $1,000 to George
Davis, a shareholder). During the year GD-JD, Inc., an affiliate
by common control due to stock ownership by Messrs. Davis and
Davenport, loaned the Company $4,000 and made payments on behalf
of the Company for $11,391. The net amount due to GD-JD, Inc. as
of August 31, 1996 was forgiven and added to additional paid in
capital.
The Company had payable to a former shareholder, $24,786 at
August 31, 1994. The former shareholder forgave the repayment of
this amount during the year ended August 31, 1995. The Company
also had a payable to Kinlaw Oil Corporation ("KOC") of $206,560
at August 31, 1994. During the year ended August 31, 1995, KOC
advanced additional funds of $14,000 to the Company and paid
$12,435 to various vendors on behalf of the Company. The Company
repaid $21,000 and transferred its property and equipment to KOC.
The remaining balance of $206,883 was forgiven by KOC. During
fiscal 1996, KOC advanced $4,602 to the Company for the payment
of payroll taxes. This amount was also forgiven.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company does not have any employment agreements with any
of its officers. The Company does not have or know of any
arrangement or pledge of its securities by persons now considered
in control of the Company that might result in a change in
control of the Company.
SECTION 16(a) REPORTING
Paragraph Section 16(a) of the Exchange Act requires the
Company's directors and officers, and persons who own more than
10% of the Company's Common Stock, to file with the Securities
and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and
greater than 10% stockholders are required by Commission
regulation to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based
solely on review of the copies of such reports furnished to the
Company, during the fiscal year ended August 31, 1996, all
Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied
with.
-7-
<PAGE>
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 of the Exchange Act, shareholders may
present proper proposals for inclusion in the Company's proxy
statement for consideration at its 1997 Annual Meeting of
Shareholders by submitting proposals to the Company in a timely
manner. In order to be so included for the 1997 Annual Meeting of
Shareholders, shareholder proposals must be received by the
Company by February 28, 1998, and must otherwise comply with the
requirements of Rule 14a-8.
By Order of the Board of Directors
George Davis
Chairman of the Board
Overton, Texas
June 20, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING AND
WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
-8-
<PAGE>
ENVIRONMENTAL PLUS, INCORPORATED
Route 1, Box 41
Overton, Texas 75684
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J.D. Davenport, George Davis and
Charles I. White and each or any of them, as Proxies, each with the power
to appoint his substitute, and hereby authorizes each of them to represent
and vote, as designated below, all of the shares of the Common Stock of
Environmental Plus, Incorporated (the "Company") held of record by the
undersigned at the close of business on June 4, 1997, at the Annual
Meeting of Shareholders to be held on July 9, 1997, or any adjournment(s)
thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING
PERSONS, TO HOLD OFFICE UNTIL THE 1998 ANNUAL MEETING OF SHAREHOLDERS OR
UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND SHALL HAVE
QUALIFIED.
[ ] FOR all the nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary vote for all the
below) nominees listed below
J.D. Davenport
George Davis
Charles I. White
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided: ______________________
2. PROPOSAL TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING
AUGUST 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please complete and sign on other side)
<PAGE>
(continued from front)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please execute this proxy as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership, please sign in
partnership name by authorized persons. PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF EACH OF THE NOMINEES UNDER
PROPOSAL 1, "FOR" THE RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR UNDER PROPOSAL
2 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT
IS PROPERLY PRESENTED AT THE MEETING.
DATED: ___________________________________, 1997
_________________________________________________
Signature
_________________________________________________
Signature If Held Jointly
